Purchaser’s Right to Terminate. 11.1 The Purchaser may, by notice to the Sellers, terminate this Agreement (other than the Surviving Provisions) at any time before Closing if any of the following circumstances arises or occurs at any time before Closing, namely: (a) a material breach of any Warranty given on the date of this Agreement (unless the fact, matter, event or circumstance which resulted in such breach was fairly and specifically disclosed in the Disclosure Letter); (b) any fact, matter, event or circumstance which is reasonably likely to result in a material breach of any Warranty if it was repeated immediately prior to Closing by reference to the facts and circumstances then existing (on the basis that references in the Warranties to the date of this Agreement were references to the relevant date); (c) any Material Adverse Change; (d) any material breach of Clause 4.1; For the purpose of this Clause 11.1, “material breach” means a breach of the relevant Warranty (in case of paragraphs (a) or (b) above) or the relevant provision of this Agreement (in case of paragraph (d) above) for which the liability of the Sellers, if the Purchaser were to bring claim in relation to any such breach, could reasonably be expected to exceed SAR 10,000,000. 11.2 Before exercising the right to terminate this Agreement pursuant to Clause 11.1, the Purchaser shall first give written notice to the Sellers of its intention to do so (the Termination Notice). The Purchaser may exercise its right to terminate this Agreement in accordance with Clause 11.1 if the Termination Notice is given at least 20 Business Days before the date first scheduled for Closing and the Sellers fail to remedy the breach specified in the Termination Notice to the Purchaser’s reasonable satisfaction by at least 5 Business Days prior to such date. If the Termination Notice is given less than 15 Business Days before the date first scheduled for Closing, the Sellers shall have a right to defer Closing Date by no more than 15 Business Days by giving a written notice to the Purchaser. In that case, the Purchaser may exercise its right to terminate this Agreement in accordance with Clause 11.1 if the Seller fails to remedy the breach specified in the Termination Notice to the Purchaser’s reasonable satisfaction by at least 5 Business Days prior to the Closing Date as so deferred. 11.3 The Sellers undertake to disclose promptly to the Purchaser in writing any breach, matter, event, condition, circumstance, fact or omission of which any member of the Sellers’ Groups is or becomes aware that may give rise to a right of termination under Clause 11.1. 11.4 If this Agreement terminates, none of the Parties (nor any of their Affiliates) shall have any claim of any nature against the other Parties (or any of their Affiliates) under this Agreement, except in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions. 11.5 Save for a Party’s right to terminate this Agreement pursuant to Clause 5.15 (Conditions to Closing), Clause 6.3(c) (Closing), Clause 6.4 or Clause 11.1 (Purchaser’s rights to terminate), no Party shall be entitled to rescind or terminate this Agreement, whether before or after Closing, and each Party waives all and any rights of rescission or termination which it may have in respect of any matter to the full extent permitted by Applicable Law, other than such rights in respect of fraud.
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Purchaser’s Right to Terminate. 11.1 The Purchaser mayNotwithstanding any provision contained herein, by notice in addition to the Sellers, terminate this Agreement (other than the Surviving Provisions) at any time before Closing if any of the following circumstances arises or occurs at any time before Closing, namely:
(a) a material breach of any Warranty given on the date of this Agreement (unless the fact, matter, event or circumstance which resulted in such breach was fairly and specifically disclosed in the Disclosure Letter);
(b) any fact, matter, event or circumstance which is reasonably likely to result in a material breach of any Warranty if it was repeated immediately prior to Closing by reference to the facts and circumstances then existing (on the basis that references in the Warranties to the date of this Agreement were references to the relevant date);
(c) any Material Adverse Change;
(d) any material breach of Clause 4.1; For the purpose of this Clause 11.1, “material breach” means a breach of the relevant Warranty (in case of paragraphs (a) or (b) above) or the relevant provision of this Agreement (in case of paragraph (d) above) for which the liability of the Sellers, if the Purchaser were to bring claim in relation to any such breach, could reasonably be expected to exceed SAR 10,000,000.
11.2 Before exercising the right to terminate this Agreement pursuant to Clause 11.1, the Purchaser shall first give written notice to the Sellers of its intention to do so (the Termination Notice). The Purchaser may exercise its right to terminate this Agreement as set forth in accordance with Clause 11.1 Section 2.01(d), if (a) Purchaser determines, in its sole discretion, that any Property is not satisfactory, and Purchaser provides written notice thereof to Seller on or before expiration of the Termination Notice is given at least 20 Business Days before Inspection Period, or (b) Purchaser and Lessee are unable to agree upon the date first scheduled for Closing terms and conditions of the Sellers fail Lease as provided in Section 1.03, or (c) Purchaser fails to remedy obtain the breach specified in the Termination Notice approval of any material change to the terms of the Transaction from Purchaser’s reasonable satisfaction by at least 5 Business Days Investment Committee prior to such date. If the Termination Notice is given less than 15 Business Days before the date first scheduled for Closing, the Sellers then Purchaser shall have a right the option to defer Closing Date by no more than 15 Business Days by giving a written notice to the Purchaser. In that case, the Purchaser may exercise its right to terminate this Agreement in accordance with Clause 11.1 if the Seller fails to remedy the breach specified in the Termination Notice to the Purchaser’s reasonable satisfaction by at least 5 Business Days prior to the Closing Date as so deferred.
11.3 The Sellers undertake to disclose promptly to the Purchaser in writing any breach, matter, event, condition, circumstance, fact or omission of which any member of the Sellers’ Groups is or becomes aware that may give rise to a right of termination under Clause 11.1.
11.4 If this Agreement terminates, none of the Parties (nor any of their Affiliatesi) shall have any claim of any nature against the other Parties (or any of their Affiliates) under this Agreement, except in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions.
11.5 Save for a Party’s right to terminate this Agreement pursuant to Clause 5.15 (Conditions to Closing), Clause 6.3(c) (Closing), Clause 6.4 or Clause 11.1 (Purchaser’s rights to terminate), no Party shall be entitled to rescind or terminate this Agreement, whether before in which event neither party will have any further obligations or after Closingliability hereunder, except for those obligations expressly stated to survive such termination, or (ii) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an appropriate adjustment to the Purchase Price, if an adjustment can be agreed upon by Seller and Purchaser, and each Party waives proceed to close with respect to the remaining Properties. If this Agreement is terminated for any reason by either party, Purchaser agrees, within 15 days after the date of termination to deliver to Seller copies of all title reports, title commitments, surveys, written geotechnical engineering reports and written environmental reports prepared by third parties for Purchaser during the period of time in which this Agreement is in effect provided that Seller pays all costs due in accordance with Section 1.05, and to return to the Seller all written materials concerning the Property previously delivered by Seller to Purchaser pursuant to this Agreement or otherwise. All third party reports and studies shall be delivered to Seller for information only without any rights of rescission right to rely thereon and without any representation or termination which it may have in respect warranty of any matter to the full extent permitted by Applicable Law, other than such rights in respect of fraudtype.
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Purchaser’s Right to Terminate. 11.1 The Purchaser may, by notice 32.1 Notwithstanding anything to the Sellers, terminate contrary contained in this Agreement (other than including the Surviving Provisions) at any time before Closing if any fulfilment or waiver, as the case may be, of all of the following circumstances arises or occurs at any time before Closing, namely:
(a) a material breach of any Warranty given on the date of this Agreement (unless the fact, matter, event or circumstance which resulted in such breach was fairly and specifically disclosed in the Disclosure LetterPart A Conditions Precedent);
(b) any fact, matter, event or circumstance which is reasonably likely to result in a material breach of any Warranty if it was repeated immediately prior to Closing by reference to the facts and circumstances then existing (on the basis that references in the Warranties to the date of this Agreement were references to the relevant date);
(c) any Material Adverse Change;
(d) any material breach of Clause 4.1; For the purpose of this Clause 11.1, “material breach” means a breach of the relevant Warranty (in case of paragraphs (a) or (b) above) or the relevant provision of this Agreement (in case of paragraph (d) above) for which the liability of the Sellers, if the Purchaser were to bring claim in relation to any such breach, could reasonably be expected to exceed SAR 10,000,000.
11.2 Before exercising the right to terminate this Agreement pursuant to Clause 11.1, the Purchaser shall first give be entitled, subject only to clause 32.2, to cancel this Agreement by means of written notice to the Sellers of its intention Seller at any time prior to do so (the Termination Notice). The Purchaser may exercise its right Part A Closing Date in the event that –
32.1.1 a Material Adverse Change has occurred in relation to terminate this Agreement in accordance with Clause 11.1 if the Termination Notice Company and is given continuing as at least 20 Business Days before the date first scheduled for Closing of the said notice;
32.1.2 the Purchaser becomes aware that any Warranty is not true and the Sellers fail to remedy the breach specified correct in the Termination Notice all material respects and such false and incorrect Warranty will result in a loss of more than R2,000,000 (two million rand) to the Purchaser’s reasonable satisfaction by at least 5 Business Days prior to such date. If the Termination Notice is given less than 15 Business Days before the date first scheduled for Closing, the Sellers shall have a right to defer Closing Date by no more than 15 Business Days by giving a written notice to the Purchaser. In that case, the Purchaser may exercise its right to terminate this Agreement in accordance with Clause 11.1 if and the Seller fails to remedy such breach (which remedy may include placing the Company in the same economic position it would have been in, had the Warranty been true and correct in all material respects) within 10 (ten) business days of receipt of a written notice from the Purchaser requiring the breach specified in to be remedied;
32.1.3 the Termination Notice to Seller, the Purchaser’s reasonable satisfaction by at least 5 Business Days prior to the Closing Date as so deferred.
11.3 The Sellers undertake to disclose promptly to the Purchaser in writing Company or any breach, matter, event, condition, circumstance, fact or omission of which any member subsidiary of the Sellers’ Groups Company is liquidated, whether provisionally or becomes aware that may give rise to a right of termination under Clause 11.1.
11.4 If this Agreement terminates, none of the Parties (nor any of their Affiliates) shall have any claim of any nature against the other Parties finally (or any application is launched in that regard);
32.1.4 business rescue proceedings in terms of their Affiliatesthe Companies Act are commenced against the Seller or the Company or any subsidiary of the Company, whether by way of board resolution or court order; or
32.1.5 any interdict, judgment or other order or action of any court or Governmental Body restraining, prohibiting or rendering illegal the implementation of the transactions contemplated in this Agreement is in effect, or any legal proceeding has been instituted by any person (including any Governmental Body) under seeking to prohibit, restrict or delay, declare illegal or to enjoin the implementation of the transactions contemplated herein.
32.2 The aforegoing provisions of this clause 32 should not be construed as limiting any of the Parties' rights arising from a breach of this Agreement, except as contemplated in respect clause 38. 32.3 Notwithstanding the remaining provisions of any rights and liabilities which have accrued before termination or under any this clause 32–
32.3.1 the Purchaser hereby irrevocably undertakes in favour of the Surviving Provisions.
11.5 Save for a Party’s Seller not to exercise its right to terminate cancel this Agreement pursuant in the event that a Material Adverse Change has occurred in relation to Clause 5.15 (Conditions Company, where such Material Adverse Change relates to Closing), Clause 6.3(c) (Closing), Clause 6.4 or Clause 11.1 (Purchaser’s rights to terminate), no Party shall be entitled to rescind or terminate this Agreement, whether before or after Closing, and each Party waives all and any rights of rescission or termination which it may have in respect of any matter an amendment to the full extent permitted Operating Budget and such amendment was made as a result of TTP's recommendations in terms of clause 5.1.2 of the Mine Management Consulting Agreement; and
32.3.2 each of the Purchaser and VMR hereby irrevocably undertake in favour of the Seller not to exercise their respective rights under this Agreement in the event of a breach of contract, undertaking or Warranty by Applicable Lawthe Seller and/or the Company, other than if such rights breach was as a result of the implementation of TTP's advice or TTP breaching its obligations in respect terms of fraudthe Mine Management Consulting Agreement.
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