Termination of the Purchase Agreement. (a) The Vendor and the Purchaser may terminate the Purchase Agreement by mutual written agreement. Such written mutual agreement may specify how monies paid by the Purchaser, including deposit(s) and monies for upgrades and extras are to be allocated if not repaid in full.
Termination of the Purchase Agreement. The Purchase Agreement, and the other Transaction Documents between the Buyer and the Company related to the Purchase Agreement (other than this Agreement) are hereby terminated effective as of the date hereof and any and all rights, duties and obligations arising thereunder or in connection with the Purchase Agreement, and the Transaction Documents are now and hereafter fully and finally terminated, provided, however, that (i) the representations and warranties of the Buyer and Company contained in Sections 2 and 3 of the Purchase Agreement, (ii) the indemnification provisions set forth in Section 8 of the Purchase Agreement, and (iii) the agreements and covenants set forth in Section 11 of the Purchase Agreement shall survive such termination and shall continue in full force and effect (the “Surviving Obligations”).
Termination of the Purchase Agreement. The Purchase Agreement, and the other Transaction Documents between the Buyer and the Company related to the Purchase Agreement (other than this Agreement, that certain Registration Rights Agreement between the Company and Buyer dated as of January 20, 2006, the “Registration Rights Agreement”) are hereby terminated effective as of the date hereof and any and all rights, duties and obligations arising thereunder or in connection with the Purchase Agreement, and the Transaction Documents (other then the Registration Rights Agreement and this Agreement) are now and hereafter fully and finally terminated, provided, however, that (i) the representations and warranties of the Buyer and Company contained in Sections 2 and 3 of the Purchase Agreement, (ii) the indemnification provisions set forth in Section 8 of the Purchase Agreement, (iii) the agreements and covenants set forth in Section 11 of the Purchase Agreement, and (iv) the Registration Rights Agreement, shall survive such termination and shall continue in full force and effect (the “Surviving Obligations”).
Termination of the Purchase Agreement. The Parties agree that the Purchase Agreement is hereby terminated in its entirety effective as of the date hereof and is of no further force or effect, save and except for Section 4.3, Article 7, Section 8.2, Section 8.3, Section 10.2, Section 10.3 and Section 10.12 of the Purchase Agreement, which shall survive in accordance with their terms together with any such other provisions as and to the extent required to give effect to the foregoing.
Termination of the Purchase Agreement. The Purchase Agreement and the other Transaction Documents between the Investor and the Company related to the Purchase Agreement (other than this Agreement) are hereby terminated effective as of the Effective Date and any and all rights, duties and obligations arising thereunder or in connection with the Purchase Agreement, and the Transaction Documents (other than this Agreement) are now and hereafter fully and finally terminated, provided however that, subject to the last sentence of this Section, (i) the representations and warranties of the Investor and Company contained in Sections 3 and 4 of the Purchase Agreement, (ii) the covenants regarding Variable Rate Transactions contained in Section 5(l) of the Purchase Agreement (the “Variable Rate Covenants”), (iii) the indemnification provisions set forth in Section 9 of the Purchase Agreement, and (iv) the agreements and covenants set forth in Sections 11 and 12 of the Purchase Agreement, each shall survive such termination and shall continue in full force and effect(the “Surviving Obligations”). Further, notwithstanding any contrary terms contained in Section 5(l) of the Purchase Agreement, the Variable Rate Covenants shall continue in full force and effect until the earlier of one year from the Effectiveness Date (as defined below), or until the Investor no longer owns any shares of Common Stock issued to it by the Company, at which time such Variable Rate Covenants shall terminate.
Termination of the Purchase Agreement. The Purchase Agreement shall be terminated with immediate effect and cease to have any effect whatsoever with effect from the date of this Agreement. Upon termination of the Purchase Agreement, each Party is relieved from all obligations under the Purchase Agreement, be they past, current or future, and all rights arising under the Purchase Agreement are extinguished.
Termination of the Purchase Agreement. This Agreement shall be binding upon the parties in accordance with Section 8 hereof, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Purchase Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligation hereunder.
Termination of the Purchase Agreement. The Purchase Agreement, that certain Registration Rights Agreement between the Company and Buyer dated March 21, 2007, the "Registration Rights Agreement" and the other Transaction Documents between the Buyer and the Company related to the Purchase Agreement (other than this Agreement) are hereby terminated effective as of the date hereof and any and all rights, duties and obligations arising thereunder or in connection with the Purchase Agreement, and the Transaction Documents (other than this Agreement) are now and hereafter fully and finally terminated, provided, however, that (i) the representations and warranties of the Buyer and Company contained in Sections 2 and 3 of the Purchase Agreement, (ii) the indemnification provisions set forth in Section 8 of the Purchase Agreement, and (iii) the agreements and covenants set forth in Section 11 of the Purchase Agreement, each shall survive such termination and shall continue in full force and effect (the "Surviving Obligations").
Termination of the Purchase Agreement. (a) If either the Attractions Purchaser or the Ski Purchaser desires to terminate the Purchase Agreement pursuant to Section 10.1 of the Purchase Agreement, the Party desiring to terminate the Purchase Agreement shall notify the other Party, and the Party desiring to terminate the Purchase Agreement shall deliver a termination notice to CNL in accordance with Section 10.2 of the Purchase Agreement; provided, however, that (i) the Ski Purchaser shall not have the unilateral right to cause the Parties to terminate the Purchase Agreement on the basis of facts that have solely an Attractions Assets Effect pursuant to Section 10.1(d)(i) or Section 10.1(d)(iii) of the Purchase Agreement, and (ii) the Attractions Purchaser shall not have the unilateral right to cause the Parties to terminate the Purchase Agreement pursuant to Section 10.1(b)(ii) of the Purchase Agreement arising from the circumstances described in Section 10.3(a)(iv)(C) of the Purchase Agreement.
Termination of the Purchase Agreement. (u) The occurrence of any Material Adverse Effect at any time prior to the Maturity Date, including, but not limited to, the loss of personnel or the loss of federal or state regulatory approvals and/or licenses materially affecting the value of the Collateral or the ability of the Borrowers' to operate their respective businesses.
