TERMINATION BY PURCHASERS. If this Agreement shall be terminated by the Purchasers because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason (other than those set forth in Article V) the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Purchasers for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by such Purchasers in connection with the New Debentures. Except as provided herein, the Purchasers shall bear all of their expenses, including the fees and disbursements of counsel.
TERMINATION BY PURCHASERS. If this Agreement shall be terminated by the Purchasers because of any failure or refusal on the part of GTE to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason (other than those set forth in Article V) GTE shall be unable to perform its obligations under this Agreement, GTE will reimburse the Purchasers for all out-of- pocket expenses (including the fees and disbursements of counsel) reasonably incurred by such Purchasers in connection with the New Securities. Except as provided herein, the Purchasers shall bear all of their expenses, including the fees and disbursements of counsel.
TERMINATION BY PURCHASERS. In the event that any condition in Section 6.1 shall not have been performed or fulfilled on or prior to Closing, the Purchaser in its sole discretion may, without limiting any rights or remedies otherwise available at law or equity either (a) terminate this Agreement by notice in writing to the Vendor, in which event the Purchaser shall be released from all obligations or all then outstanding obligations as the case may be, under this Agreement; or (b) waive compliance with any of such conditions without prejudice to its right of termination in the event of non-fulfilment of any other condition in whole or in part.
TERMINATION BY PURCHASERS. A Purchaser may terminate its obligations under this Agreement by notice to the Company if the Closing does not occur by June 6, 2002."
TERMINATION BY PURCHASERS. In the event any of the conditions contained in Section 8.1 are not fully and completely satisfied as of the Closing Date, and the conditions shall not have been expressly waived in writing by Purchasers, this Agreement shall terminate upon notice by Purchasers to Sellers. In addition, Purchasers shall have the right to terminate this Agreement as provided in Sections 6.7, 6.8 and 6.15, above. 9.2 Termination by Sellers In the event any of the conditions contained in Section 8.2 are not fully and completely satisfied as of the Closing Date, and the conditions shall not have been expressly waived in writing by Sellers, this Agreement shall terminate upon notice by Sellers to Purchasers. In addition, Sellers shall have the right to terminate this Agreement (a) In the event of termination of the ISG Purchase Agreement and/or (b) as provided in Section 6.15, above. 9.3 Effect of Termination In the event of termination of this Agreement pursuant to this Article 9, this Agreement, except as to the provisions of this Agreement which shall expressly survive any termination, shall become void and of no effect with no liability on the part of any party hereto; provided, however, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement, including, without limitation, a Party's refusal to consummate the Transactions without legal justification. Notwithstanding the foregoing, In the event that all of the conditions precedent set forth in Section 8.1 have been satisfied or waived by the Purchasers and this Agreement has not otherwise been terminated in accordance with its terms, and Purchasers refuse or otherwise fail to purchase the Interests and otherwise consummate the Transactions, without legal justification, Fusion shall issue to the Members, as their respective interests may appear, as liquidated damages, Fusion Stock having an aggregate market value of $500,000. The number of shares of Fusion Stock shall be calculated and paid based upon the average closing price of the shares of Fusion Stock for fifteen (15) trading days immediately preceding the date the last condition precedent to be satisfied under Section 8.1 has been satisfied or waived. Page 35 ARTICLE X MISCELLANEOUS 10.1 No Waiver, Survival of Representations, Warranties, Covenants and Agreements The respective representations and warranties of the Parties contained herein, or in...
TERMINATION BY PURCHASERS. In the event any of the conditions contained in Section 8.1 are not fully and completely satisfied as of the Closing Date, and the conditions shall not have been expressly waived in writing by Purchasers, this Agreement shall terminate upon notice by Purchasers to Sellers. In addition, Purchasers shall have the right to terminate this Agreement as provided in Sections 6.7, 6.8 and 6.15, above.
TERMINATION BY PURCHASERS. Purchasers may terminate this Agreement prior to Closing if (a) Sellers fail to satisfy any or all of the conditions of closing outlined in Sections 8.1(a)-(d) by May 30, 2017, (or on a later date as the parties may, upon agreement, designate in writing) (b) the value or condition of the Purchased Assets has been substantially and materially reduced; (c) Sellers materially breach any covenant or obligation it has under this Agreement; or (d) any representation or warranty of Sellers in Article 5 becomes untrue.
TERMINATION BY PURCHASERS. If any condition set forth herein cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Purchasers to terminate this Agreement and its obligations hereunder, or if Sellers default in performing any of their covenants or obligations under this Agreement and the Sellers fail to cure any such matter within five days after notice thereof from the Purchasers, the Purchasers, at their option and as its sole remedy, shall elect either (a) to terminate this Agreement and receive a refund of the entire Deposit, with interest, and all other rights and obligations of the Sellers and the Purchasers hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing.
TERMINATION BY PURCHASERS. This Agreement may be terminated by Purchasers alone, by means of written notice to the Company, if there has been a breach by the Company or any Subsidiary of any representation, warranty, covenant or agreement set forth in this Agreement or other ancillary agreements which breach would result in a failure to satisfy the closing conditions contained in Section 4.02 hereof and which has not been cured within ten (10) Business Days following receipt by the Purchasers of notice of such breach.
TERMINATION BY PURCHASERS. This Agreement may be terminated by the Purchasers at any time prior to the First Closing Date, by written notice to the Company, if (i) the Company has materially breached its representations, warranties, covenants, agreements or obligations hereunder (other than a breach of its covenants and obligations under Section 5.8) and such breach has not been cured within ten (10) days following written notification thereof, (ii) the Company, in any manner, has breached its covenants and obligations under Section 5.8 or (iii) there is a Change of Board Recommendation.
