Termination of Buyer's Rights Sample Clauses

Termination of Buyer's Rights. The right of Buyer to receive indemnity provided by Section VIII.1. of this Agreement shall, as to any matter which has not been noticed to Seller prior to such time, expire at 11:59 P.M. Phoenix, Arizona time, on the first anniversary of the Effective Time of Closing.
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Termination of Buyer's Rights. The right of the Buyer to receive indemnity provided by Section 9.1(a) of this Agreement shall, as to any matter which has not been described in a notice delivered to the Sellers pursuant to Section 9.3(b) of this Agreement prior to such time, expire at 11:59 P.M. Central Time, on November 1, 2002.
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Termination of Buyer's Rights. The Buyer's right to possession shall cease forthwith in the following events: (a) the Buyer has not paid all amounts due to the Seller on any account whatsoever; (b) the Buyer is declared bankrupt or makes or attempts to make any proposal to his creditors for composition or other voluntary arrangement with its creditors or does or fails to do anything which would entitle a petition for winding up or a bankruptcy order to be presented; (c) the Buyer does or fails to do anything which would entitle any person to appoint a receiver to the whole or part of the Buyer’s assets or would entitle any person to present a petition for the administration of the Buyer or a resolution is passed for the winding up of the Buyer; (d) a judgement against the Buyer remains unsatisfied; (e) the Buyer is unable to pay a debt to a third party as it falls due and/or is deemed to be insolvent; (f) any distress or execution is levied against any of the Buyer's assets.
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Termination of Buyer's Rights. 4 Varian................................................................. 9
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Termination of Buyer's Rights. If Sellers fail to satisfy in all material respects any of the conditions to Closing specified in Article 7 hereof at or prior to Closing, and if any such failure either is not waived in writing by Buyer or cured by Sellers within thirty days after written notice thereof by Buyer, then Buyer may, without liability, terminate this Agreement by written notice to Sellers, which such termination by Buyer shall in no way relieve Sellers of any liability hereunder or under any other agreement between the parties. If this Agreement is terminated (either by Sellers or Buyer) after the 60-day period referred to in Section 2.1 has expired (or if extended for 60 days by Sellers, after the period as so extended), and solely because the shareholders of Waterford have not approved this Agreement and the consummation of the transactions contemplated hereby, Sellers shall immediately pay to Buyer a termination fee of $5,000,000 by wire transfer of immediately available funds to such account as Buyer directs.
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Related to Termination of Buyer's Rights

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:

  • Conditions Precedent to Obligation of Buyer Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless otherwise waived by Buyer in writing:

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Obligation of Buyer to Indemnify Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Buyer’s Obligation to Close ‌ The obligations of Buyer to effect the transactions contemplated in this Agreement are subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions:

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • Conditions Precedent to the Obligation of Buyer to Close The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Buyer in writing:

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

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