Termination Events Clause Samples

Termination Events. If the Early Termination Date results from a Termination Event:—

Termination Events. This Agreement may be terminated prior to the Closing: (a) by mutual written consent of Cypress and Cellatope; (b) by either Cypress or Cellatope, if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Transactions shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) must have used all reasonable efforts to remove any such Order; (c) by Cypress if, within five business days of the date of execution of this Agreement the Required Cellatope Stockholder Approval shall not have been obtained; (d) by Cypress if any of Cellatope’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of Cellatope’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that Cypress may not terminate this Agreement under this Section 9.1(d) on account of an inaccuracy in Cellatope’s representations and warranties or on account of a breach of a covenant by Cellatope if such inaccuracy or breach is curable by Cellatope unless Cellatope fails to cure such inaccuracy or breach within 5 days after receiving written notice from Cypress of such inaccuracy or breach; (e) by Cellatope if any of Cypress’ representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of Cypress’ covenants contained in this Agreement shall have been breached in any material respect; provided, however, that Cellatope may not terminate this Agreement under this Section 9.1(e) on account of an inaccuracy in Cypress’ representations and warranties or on account of a breach of a covenant by Cypress if such inaccuracy or breach is curable unless Cypress fails to cure such inaccuracy or breach within 5 days after receiving written notice from Cellatope of such inaccuracy or breach; or (f) by Cypress or Cellatope if the Closing has not taken place on or before February 23, 2009 (the “Termination Date”) (other than as a result of any failure on the part of the party attempting to terminate this Agreement to comply with or perform any of its covenants o...

Termination Events. If any of the following events (each, a "Termination Event") shall occur (regardless of the reason therefor): (a) the Borrower shall fail to make any payment of any monetary Borrower Obligation when due and payable and the same shall remain unremedied for one Business Day or more; or (b) the Borrower, any Originator or Superior shall fail or neglect to perform, keep or observe any covenant or other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 9.01) and the same shall remain unremedied for two (2) Business Days or more after written notice thereof shall have been given by the Administrative Agent to the Borrower; or (c) (i) an Originator, the Borrower or the Parent or any of the Parent's Subsidiaries shall fail to make any payment with respect to any of its Debts which, except with respect to the Borrower, is in an aggregate principal amount in excess of $500,000 (other than Borrower Obligations) when due, and the same shall remain unremedied after any applicable grace period with respect thereto; or (ii) a default or breach shall occur under any agreement, document or instrument to which an Originator, the Borrower or the Parent or any of the Parent's Subsidiaries is a party or by which any such Person or its property is bound (other than a Related Document), and such default or breach has not been waived or shall remain unremedied after any applicable grace period with respect thereto and involves a Debt which, except with respect to the Borrower, is in an aggregate principal amount in excess of $500,000; or (d) a case or proceeding shall have been commenced against the Borrower, the Member, the Parent or any of the Parent's Subsidiaries or any Originator seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (i) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person's assets, or (ii) ordering the winding-up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in thi...

Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:—

Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminated: (a) by either Purchaser or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Party; (b) by either Party if any of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated: (a) by mutual written consent of the Purchaser and the Seller; (b) by the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the Seller’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured within thirty (30) days after written notice of the breach has been delivered to the Seller from the Purchaser to the extent capable of being cured; (c) by the Seller (so long as the Seller is not then in material breach of any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the Purchaser’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured within thirty (30) days after written notice of the breach has been delivered to the Purchaser from the Seller to the extent capable of being cured; (d) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(d) will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or (e) by the Seller or the Purchaser, if the Seller accepts or the Bankruptcy Court approves an Alternative Transaction for any of the Shares or Purchased Assets pursuant to the terms of the Bidding Procedures Order; provided, however, that the Purchaser shall not be entitled to terminate pursuant to this Section 7.1(e) if and so long as the Purchaser is the Alternate Bidder (as such term is defined in Exhibit 1 to the Bidding Procedures Order); (f) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before May 31, ...

Termination Events. (A) This Agreement may be terminated at any time prior to the Closing: (1) by mutual written agreement of the Purchaser and the Seller; or (2) by the Seller, upon written notice to the Purchaser, in the event that the Closing Date does not occur on or before May 15, 2014 or such later date, if any, as Seller shall agree to in writing; provided, however, that the right to terminate this Agreement pursuant to this Section 6.01(A)(2) shall not be available if Seller’s failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur on or prior to such date.

Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

Termination Events. This Agreement may be terminated and the Transaction abandoned at any time prior to the Closing Date: (a) by mutual written consent of Parent, Arrow and Crossbow; (b) by Parent, if (i) the representations and warranties of Arrow set forth in this Agreement and the representations and warranties of Arrow set forth in the Intellectual Property Agreement, taken as a whole, were to the Knowledge of Arrow materially untrue when made, (ii) any representation or warranty of Arrow set forth in this Agreement shall have become untrue such that the condition set forth in Section 7.2.1(b) would be incapable of being satisfied by the Final Date; provided, that none of Parent, Federal and Acquisition Sub have breached any of their respective representations, warranties and obligations hereunder in any material respect; or (iii) there shall have been a breach by Arrow of any of its covenants or agreements hereunder such that the condition set forth in Section 7.2.2 would be incapable of being satisfied by the Final Date, and Arrow has not cured such breach within ten (10) business days after notice by Parent, Federal or Acquisition Sub thereof; provided that none of Parent, Federal and Acquisition Sub have breached any of their respective representations, warranties and obligations hereunder in any material respect; and, provided, further, that no cure period shall be required for a breach which by its nature cannot be cured; (c) by Arrow, if (i) any representation or warranty of Parent, Federal or Acquisition Sub set forth in this Agreement shall have been materially untrue when made (ii) any representation or warranty of Parent, Federal or Acquisition Sub set forth in this Agreement shall have become untrue such that the condition set forth in Section 7.3.1 would be incapable of being satisfied by the Final Date; provided, that Arrow has not breached any of its representations, warranties and obligations hereunder in any material respect; or (iii) there shall have been a breach by Parent, Federal or Acquisition Sub of any of their respective covenants or agreements hereunder such that the condition set forth in Section 7.3.2 would be incapable of being satisfied by the Final Date, and Parent, Federal or Acquisition Sub, as the case may be, has not cured such breach within ten (10) business days after notice by Arrow thereof; provided that Arrow has not breached any of its representations, warranties and obligations hereunder in any material respect; and, provided, fur...