Termination by the Sellers Sample Clauses
The 'Termination by the Sellers' clause grants the sellers the explicit right to end the agreement under certain specified conditions. Typically, this clause outlines scenarios such as the buyer's failure to meet payment obligations, breach of contract terms, or the occurrence of events that make the transaction impossible or undesirable for the sellers. By clearly defining when and how sellers can terminate the contract, this clause provides a mechanism for sellers to protect their interests and exit the agreement if necessary, thereby managing risk and ensuring flexibility in the event of unforeseen issues.
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Termination by the Sellers. This Agreement may be terminated at any time prior to the Closing Date by the Sellers if there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of the Purchaser, which breach is not capable of being cured or, if capable of being cured, is not cured within five (5) days after written notice of such breach is given by the Sellers to the Purchaser.
Termination by the Sellers. The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.
Termination by the Sellers. The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under [Annex A to Servicing Agreement] the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.
Termination by the Sellers. If any of the conditions set forth in Section 6.03 of this Agreement have not been satisfied by 5:00 PM New York time on April 30, 2019 (the “Seller Option Time”), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the SELLER, at its option, for any reason or no reason, at any time after the Seller Option Time. In the event of termination by the SELLER pursuant to this Section 7.14, written notice of such termination shall be given to the BUYER (e-mail shall suffice) and the transactions contemplated by the Agreement shall be terminated, without further action, notice or deed by any party to this Agreement. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 7.14, this Agreement shall become null and void and of no further force and effect, without any liability or obligation on the part of any party to this Agreement. Nothing in this Section 7.14, however, shall be deemed to release any party to this Agreement from any liability for damages for any breach by such party of the terms and provisions of this Agreement in the event of such party’s fraud or willful misconduct, or to impair the availability of the remedy of specific performance in accordance with
Termination by the Sellers. This Agreement may be terminated at any time prior to the Closing by the Sellers and the purchase and sale of the Purchased Interests and contribution of the Contributed Interests abandoned, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by the Sellers. This Agreement may be terminated at any time prior to the Closing by the Sellers if there has been a material breach of any representation, warranty, covenant or agreement made by the Purchasers in this Agreement, or any such representation and warranty shall have become untrue after the Execution Date, such that the conditions set forth in Section 6.1(b) would not be satisfied, and such breach or condition is not curable or, if curable, is not cured, prior to the earlier of (i) fifteen days after written notice thereof is given by the Sellers to the Purchasers and (ii) one Business Day prior to the Outside Date (and in each case assuming the Closing were to occur on such date); provided, however, that the right to terminate this Agreement under this Section 7.3 shall not be available to the Sellers if any Seller is in breach of this Agreement such that any of the conditions set forth in Section 6.2(b) would not be satisfied.
Termination by the Sellers. The Sellers may (but shall not be obligated to) terminate this Agreement prior to the Closing by giving written notice to the Company if-
(i) there has been a material violation or breach by the Company of any agreement, covenant, representation or warranty contained in this Agreement, which violation or breach shall not have been cured or corrected within 15 days after receipt of notice thereof-,
(ii) the Closing does not occur on or prior to December 31, 1999, or such later date as may be agreed to in writing by the parties; or
(iii) any of the conditions in Section 8 have not been satisfied as of the Closing or if the Sellers are made aware and determine in their reasonable discretion that any condition will not be satisfied as of the Closing (other than through the failure of Neocom or the Sellers to comply with its or their obligations under this Agreement) and Neocom has not expressly waived such condition in writing on or before the Closing; or the minimum tender referenced in Section 8 has not occurred. In the event of such termination, no party shall have any obligation or liability to any other in respect to this Agreement, except for any breach of contract occurring prior to such termination.
Termination by the Sellers. The Sellers may terminate all of their agreements to sell Receivables hereunder to Buyer by giving Buyer and the Agent not less than five Business Days prior written notice of their election not to continue to sell Receivables to Buyer (the “Termination of Sale Notice”); provided that the Termination of Sale Notice must specify the effective date of termination.
Termination by the Sellers. This Agreement may be terminated, and the transactions herein contemplated abandoned, by Sellers at any time prior to Closing if Purchaser breaches any of its representations, warranties, covenants or agreements contained in this Agreement, if such breach would give rise to the failure to satisfy the Closing conditions applicable to Purchaser and such breach cannot be cured, or, if curable, has not been cured by the Purchaser within fifteen (15) days after Purchaser’s receipt of written notice of such breach from the Sellers, provided that the Sellers shall not have the right to terminate this Agreement pursuant to the Section 10.4, if Sellers are then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions precedent to Closing applicable to Sellers not being satisfied.
Termination by the Sellers. The Sellers may, without prejudice to any other rights, terminate their obligations under this Agreement by notice to the Purchaser if (i) the Purchaser has not accepted for payment and paid for the Sellers' Shares pursuant to the Offer by December 31, 2004, (ii) the Offer Price is reduced, (iii) the Purchaser terminates the Offer in accordance with the Offer to Purchase, (iv) the Offer expires without the Purchaser purchasing all of the Sellers' Shares or (v) there is an addition (through an amendment to an existing condition or the addition of a condition) of a material pre-condition to Purchaser's obligation to accept Shares for payment under the Offer at any time after the Offer has been commenced.