Termination by the Seller Sample Clauses
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Termination by the Seller. In addition to any other right to terminate this EPA expressly set out in any other provision of this EPA and in addition to all other rights and remedies the Seller may have under this EPA or at law or in equity in respect of any of the following events, the Seller may terminate this EPA by notice to the Buyer if:
(a) the Buyer has not accepted delivery of Energy for a period of 365 continuous days due to Force Majeure declared by the Buyer under sections 8.8 or 8.9, a BC Hydro System Constraint and the Seller is not entitled to receive any payment pursuant to section 5.8 in respect of that period, or an Emergency Condition; or
(b) the Seller’s Plant has suffered Major Damage;
(c) the Buyer is Bankrupt or Insolvent; or
(d) except where an amount has been disputed in the manner specified in section 6.4(a)(iv), an amount due and payable by the Buyer to the Seller under this EPA remains unpaid for 60 days after its due date and such default has not been cured within 60 days after the Seller has given notice of the default to the Buyer; or
(e) the Buyer is in material default of any of its covenants, representations and warranties or other obligations under this EPA (other than as set out above), and such default has not been cured within 30 days after the Seller has given notice of the default to the Buyer or, if the default cannot be cured within that 30 day period, the Buyer fails to demonstrate to the reasonable satisfaction of the Seller that the Buyer is working diligently and expeditiously to cure the default or the default is not cured within a further reasonable period of time. Any termination pursuant to this section will be effective immediately upon delivery of the notice of termination to the Buyer.
Termination by the Seller. 9.1 The Supplier may terminate this Contract with immediate effect on giving written notice to the Customer:
9.1.1 if the Customer breaches any term of the Contract and fails to rectify the breach within 14 days of being sent written notice by the Supplier requesting rectification;
9.1.2 if the Customer at any time does not have the necessary valid licence to run its telecommunications system;
9.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a limited company) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or the Supplier reasonably apprehends that any of these events is about to occur in relation to the Customer and notifies the Customer accordingly;
9.2 The Supplier may terminate this Contract at any time by giving not less than 28 days prior written notice to the Customer.
Termination by the Seller. The Seller may terminate this Agreement if (i) there has been a material violation or breach by Buyer of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by the Seller, or (ii) there has been a failure of satisfaction of a condition to the obligations of the Seller which has not been so waived.
Termination by the Seller. The Seller may terminate this Agreement at any time prior to the Closing by written notice to the Purchaser:
(a) if the Cash Purchase Price is less than the difference between (i) $125,000,000 minus (ii) unpaid Purchaser Transaction Expenses;
(b) upon a material breach of any representation, warranty, covenant or agreement on the part of the Purchaser set forth in this Agreement or the Ancillary Agreements, or if any representation or warranty of the Purchaser shall have become untrue, incomplete or incorrect, in either case which has rendered the satisfaction of the conditions set forth in Section 6.02(a) incapable of fulfillment, and such violation or breach has neither been waived by the Seller nor cured by the Purchaser within 30 days of the Purchaser’s receipt of written notice of such violation or breach from the Seller; provided, however, that the right to terminate this Agreement under this Section 7.04(b) shall not be available to the Seller if the Seller is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements; or
(c) if (i) the Closing shall not have occurred by the Termination Date and (ii) the failure of the Closing to occur on or before such date is not caused by a failure of the Seller to perform and comply in all material respects with its covenants and agreements contained in this Agreement or any of the Ancillary Agreements that are required to be performed or complied with at or prior to Closing.
Termination by the Seller. The Seller may terminate this Agreement by written notice to the Purchaser at any time prior to Closing if the Purchaser has breached any representation, warranty, covenant, or agreement contained in this Agreement, which breach (i) would give rise to the failure of a Condition Precedent in Section 3.2 and (ii) has not been cured within thirty (30) days after written notice thereof from the Seller to the Purchaser (or is incapable of being cured).
Termination by the Seller. The Seller may terminate this Agreement if (i) there has been a material violation or breach by Buyer of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by the Seller, or (ii) there has been a failure of satisfaction of a condition to the obligations of the Seller which has not been so waived, or (iii) Buyer shall have attempted to terminate this Agreement under this ARTICLE 13 or otherwise without grounds to do so, then the Seller may, by written notice to Buyer at any time prior to the closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in SECTION 13.2.(C) hereof.
Termination by the Seller. The Seller may serve a notice to the Buyer of intended termination of this Agreement upon the occurrence of any of the following events (each a “Buyer Event”) unless such events result from Force Majeure or a Seller Event: withdrawal of the Buyer’s Licence; failure to meet a payment obligation of the Buyer; dissolution of the Buyer unless aimed at transformation, consolidation or reorganisation that a) does not affect the ability of the legal successor company to perform the obligations of the Buyer under this Agreement, and
Termination by the Seller. This Agreement may be terminated and the Transaction may be abandoned at any time, by action of the Joint Official Liquidators if there has been a material breach of any representations, warranties, covenants or agreements made by the Buyer in this Agreement, or any such representations and warranties shall have become untrue or incorrect after the execution of this Agreement, such that (i) the condition set forth in either Section 7.03(a) or 7.03(b) would not be satisfied and (ii) such material breach or failure is not cured within 30 Business Days following receipt of written notice of such breach or failure from the Seller; provided, however, that the failure of any such condition to be capable of satisfaction is not the result of a material breach of this Agreement by the Seller.
Termination by the Seller. This Agreement may be terminated and canceled prior to the Closing Date by the Seller: (i) if (A) any of the representations and warranties of the Company contained in this Agreement shall prove to be inaccurate in any material respect or any covenant, obligation or condition to be performed or observed by the Company under this Agreement has not been performed or observed in any material respect at or prior to the time specified in this Agreement and (B) such inaccuracy or failure shall not have been cured or waived by the Seller within five (5) business days after such inaccuracy or failure shall have first been discovered, (ii) if any permanent injunction or other order of a governmental entity having proper authority preventing consummation of the transactions contemplated by this Agreement shall have become final and non-appealable, or (iii) so long as the Seller is not in material breach of any representation, warranty, covenant or agreement, if the Closing has not occurred by March 31, 2006.
Termination by the Seller. So long as no Series is outstanding, the Seller may terminate all of its agreements to sell Receivables hereunder to Purchaser by giving Purchaser and the Trustee not less than 15 days' prior written notice (or such shorter time as is acceptable to the Trustee) of its election not to continue to sell Receivables to Purchaser; provided that such notice shall specify the effective date of such termination.