No Right to Rescind or Terminate Clause Samples

No Right to Rescind or Terminate. Except as expressly provided for in this Agreement, Purchaser shall not be entitled to rescind or terminate this Agreement, whether before or after Closing. Nothing in this Section 10.12 shall operate to limit or exclude any liability for fraud.
View SourceView Similar (4)
No Right to Rescind or Terminate. 16.1 Save for the Parties’ express right to terminate in Clause 5.16, Clause 5.17, Clause 5.20, Clause 9.5(b)(ii), Clause 16.3, Clause 16.5, Clause 16.11 and Clause 16.12 referred to in Clause 16.2 below, the Purchaser shall not be entitled to rescind or terminate this Agreement, whether before or after Completion, and the Purchaser waives all and any rights of rescission which it may have in respect of any matter to the full extent permitted by law, other than such rights in respect of fraud. Without prejudice to the generality of the foregoing, the Purchaser agrees that the remedy of rescission is excluded in relation to all matters and shall not be available, save in respect of fraud. 16.2 If this Agreement is terminated by a Party in accordance with: (a) Clauses 5.16, 5.17; or 5.20;
View SourceView Similar (2)
No Right to Rescind or Terminate. 13.1 Save for termination pursuant to Clause 3.10, the Parties’ express right to terminate in Clause 6.3(c) and the Purchaser’s right to terminate pursuant to Clause 13.2 and Clause 13.4, the Purchaser shall not be entitled to rescind or terminate this Agreement, whether before or after Completion, and the Purchaser waives all and any rights of rescission which it may have in respect of any matter to the full extent permitted by law, other than such rights in respect of fraud. Without prejudice to the generality of the foregoing, the Purchaser agrees that the remedy of rescission is excluded in relation to all matters and shall not be available, save in respect of fraud. 13.2 If Completion does not occur on or before the date that is four months from the Offer Letter Date and anything occurs after the Offer Letter Date which has or is reasonably likely to have a Material Adverse Effect within six months after the occurrence of such event, the Purchaser may elect to terminate this Agreement with immediate effect by giving notice in writing to the Seller. 13.3 For the purposes of Clause 13.2, “Material Adverse Effect” means any change, event, occurrence or effect (“Effects”) that, individually or in the aggregate, would have a material adverse effect on the business, results of operations or financial condition of the Group, taken as a whole, provided, however, that, none of the following Effects shall be taken into account in determining whether a Material Adverse Effect has occurred: (A) changes or proposed changes in applicable law or accounting standards, (B) changes in general economic or political conditions in any country or region in which the Group operates, (C) changes or proposed changes (including changes of applicable law or interpretations thereof) or conditions generally affecting the industry in which the Group operates, (D) any action taken (or omitted to be taken) at the request of the Purchaser or resulting from a breach of this Agreement or violation of applicable law by the Purchaser, (E) any action taken by the Group that is required or expressly contemplated or permitted by this Agreement, including any actions required under this Agreement to obtain any approval or authorization under applicable antitrust laws, and (F) any Effects resulting from or arising out of the execution and performance of this Agreement or the announcement or pendency of the Transaction or the identity of or any facts or circumstances relating to the Purchaser,...
View SourceView Similar (2)
No Right to Rescind or Terminate. 12.1 Save for the Parties’ express right to terminate in accordance with Clause 5.5(d), the Parties shall not be entitled to rescind or terminate this Agreement, whether before or after Closing, and each Party waives all and any rights of rescission which it may have in respect of any matter to the full extent permitted by law, other than such rights in respect of fraud. Without prejudice to the generality of the foregoing, each Party agrees that the remedy of rescission is excluded in relation to all matters and shall not be available, save in respect of fraud. 12.2 If this Agreement is terminated by a Party in accordance with Clause 5.5(d), the rights and obligations of the Parties under this Agreement shall cease immediately, save in respect of antecedent breaches (but excluding any right of the Buyer to claim damages for breach of a Seller’s Warranty, the Seller to claim damages for a breach of a Buyer’s Warranty or either the Buyer or the Seller to claim for damages due to a breach of the others obligations under Clause 6 (PreClosing Obligations)) and under the Continuing Provisions.
View Source
No Right to Rescind or Terminate. 21.1 Save for the Parties’ express right to terminate this Agreement as referred to in Clause 21.2 below, neither Party shall be entitled to rescind or terminate this Agreement, whether before or after Completion, and each Party waive all and any rights of rescission which it may have in respect of any matter to the full extent permitted by law, other than such rights in respect of fraud. Without prejudice to the generality of the foregoing, each Party agrees that the remedy of rescission is excluded in relation to all matters and shall not be available, save in respect of fraud. 21.2 If this Agreement is terminated by a Party in accordance with: (a) Clause 3 (Conditions); or (b) Clause 6.6 (Completion), the rights and obligations of the Parties under this Agreement shall cease immediately, save in respect of antecedent breaches (but excluding any right of the Purchaser to claim damages for breach of Warranty or of the Sellers’ obligations under Clause 5 (Pre-Completion Obligations)) and under the Continuing Provisions.
View Source
No Right to Rescind or Terminate. Save for the Parties’ express right to terminate in Clause 6.3(c) (Completion), no Party shall be entitled to rescind or terminate this Agreement before or after Completion. Nothing in this Clause 11 or otherwise in this Agreement shall operate to limit or exclude any liability for fraud or fraudulent misconduct.
View Source
No Right to Rescind or Terminate. 17.1 Save for the Parties’ express right to terminate in Clause 4.10 (Conditions) or Clause 8.3(c) (Completion) referred to in Clause 17.2 below, neither Party shall be entitled to rescind or terminate this Agreement, whether before or after Completion, and each Party waives all and any rights of rescission which it may have in respect of any matter to the full extent permitted by law, other than such rights in respect of fraud. Without prejudice to the generality of the foregoing, each Party agrees that the remedy of rescission is excluded in relation to all matters and shall not be available, save in respect of fraud. 17.2 If this Agreement is terminated by a Party in accordance with: (a) Clause 4.10 (Conditions); or (b) Clause 8.3 (Completion), the rights and obligations of the Parties under this Agreement and the Put Option shall cease immediately, save in respect of antecedent breaches (but excluding any right of the Purchaser to claim damages for breach of Warranty or of the Seller’s obligations under Clause 7 (Pre-Completion Obligations)) and under the Continuing Provisions and the Put Option Continuing Provisions.
View Source

Related to No Right to Rescind or Terminate

  • Our Right to Terminate We may terminate this Agreement and close your account at any time by giving you 30 days’ written notice; this right is in addition to any other rights to terminate this Agreement or close your account that we may have under this Agreement.

  • Your Right to Terminate You may also terminate this Client Agreement or close your Account at any time by giving us written notice. Your Account will be closed as soon as reasonably practicable after we have received notice, all open Positions are closed, Orders are cancelled, and all of your obligations are discharged.

  • Licensee’s Right to Terminate Licensee may, at its option, without prejudice to any other remedies it may have, terminate this agreement by giving written notice of such termination to Licensor as follows: (a) immediately, in the event that Licensor abandons the Licensed Marks or otherwise ceases to support the Licensed Marks in Licensor's business; or (b) immediately in the event of the occurrence of a Bankruptcy with respect to Licensor; or (c) immediately in the event of an occurrence of termination pursuant to Section 13.2(d).

  • Right to Terminate Either Party may unilaterally terminate this Annex by providing thirty (30) calendar days written notice to the other Party.

  • Landlord’s Right to Terminate Landlord shall have the right to terminate this Lease in the event any of the following occurs, which right may be exercised by delivery to Tenant of a written notice of election to terminate within forty-five (45) days after the date of such damage: A. The Project is damaged by an Insured Peril to such an extent that the estimated cost to restore exceeds ten percent (10%) of the then actual replacement cost thereof, or the Building in which the Premises is located is damaged to such an extent that the estimated cost to restore exceeds twenty-five percent (25%) of the then actual replacement cost thereof; B. Either the Project or the Building is damaged by an Uninsured Peril to such an extent that the estimated cost to restore exceeds two percent (2%) of the then actual replacement cost of the Building; C. The Premises are damaged by any peril within twelve (12) months of the last day of the Lease Term to such an extent that the estimated cost to restore equals or exceeds an amount equal to six (6) times the Base Monthly Rent then due; or D. Either the Project or the Building is damaged by any peril and, because of the Laws then in force, (i) cannot be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) cannot be used for the same use being made thereof before such damage if restored as required by this Article. E. As used herein, the following terms shall have the following meanings: (i) the term “Insured Peril” shall mean a peril actually insured against for which the insurance proceeds actually received by Landlord (and which are not required to be paid to any Lender) are sufficient (except for any “deductible” amount specified by such insurance) to restore the Project under then existing Laws to the condition existing immediately prior to the damage; and (ii) the term “Uninsured Peril” shall mean any peril which is not an Insured Peril. Notwithstanding the foregoing, if the “deductible” for earthquake or flood insurance exceeds two percent (2%) of the replacement cost of the improvements insured, such peril shall, at Landlord’s election, be deemed an “Uninsured Peril” for purposes of this Lease.