Common use of Right of Parties to Terminate Clause in Contracts

Right of Parties to Terminate. This Agreement may be terminated: (a) by mutual written agreement of the Purchaser and the Sellers; or (b) by the Purchaser, if any of the Sellers shall have breached any of their representations and warranties hereunder and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser, provided that such breach would reasonably be expected to result in damages in excess of $100,000; or (c) by the Purchaser, if any of the Sellers shall have breached any of their covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser; or (d) by the Sellers, if the Purchaser shall have breached any of its representations and warranties hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (e) by the Sellers, if the Purchaser shall have breached any of its covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (f) by either the Purchaser or the Sellers, by written notice to the other party, if the Closing shall not have occurred on or prior to May 14, 2008; provided, however, that the right to terminate this Agreement under this Section 10.01(f) shall not be available to any party whose failure to fulfill or perform any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Virtual Radiologic CORP)

Right of Parties to Terminate. This Agreement may be terminated: (a) 11.1.1 by the mutual written agreement consent of the Purchaser Seller and the Sellers; orBuyer; (b) by the Purchaser, if any of the Sellers shall have breached any of their representations and warranties hereunder and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser, provided that such breach would reasonably be expected to result in damages in excess of $100,000; or (c) by the Purchaser, if any of the Sellers shall have breached any of their covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser; or (d) by the Sellers, if the Purchaser shall have breached any of its representations and warranties hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (e) by the Sellers, if the Purchaser shall have breached any of its covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (f) 11.1.2 by either the Purchaser Seller or the Sellers, Buyer by written notice to the other party, party if the Closing shall not have occurred on or prior to May 14September 1, 20081998 (the "Termination Date"); provided, however, that if the conditions to Closing set forth in Sections 8.3 and 9.3 have not been satisfied on or prior to September 1, 1998, the Termination Date shall be extended to September 8, 1998, except, that, notwithstanding the foregoing, either party may terminate this Agreement on or after September 1, 1998, if the other party has failed to comply with its obligations under Section 6.1; and provided, further, that the right to terminate this Agreement under this Section 10.01(f) SECTION 11.1.2 shall not be available to any party whose failure to fulfill or perform any obligation under this Agreement has been the a substantial cause of, or has substantially resulted in, the failure of the Closing to occur on or before the date; 11.1.3 By either Seller or Buyer by written notice to the other party in the event any court of competent jurisdiction in the United States or other federal, state or local government body shall have issued a final order, decree or ruling or taken any other action, no longer subject to appeal, prohibiting the transactions contemplated hereby; 11.1.4 By Seller by written notice to Buyer in the event that Buyer is in material breach of any of its material representations or warranties or obligations or covenants hereunder, which breach shall not have been cured within ten (10) days of Buyer's receipt of written notice from Seller alleging such datebreach; or 11.1.5 By Buyer by written notice to Seller in the event that Seller is in material breach of any of its material representations or warranties or obligations or covenants hereunder, which breach has a Material Adverse Effect on the Company and which shall not have been cured within ten (10) days of Seller's receipt of written notice from Buyer alleging such breach.

Appears in 1 contract

Sources: Stock Purchase Agreement (Scotsman Holdings Inc)

Right of Parties to Terminate. This Agreement may be terminated: (a) by the mutual written agreement consent of the Purchaser Seller and the SellersBuyer; or (b) by the Purchaser, if any of the Sellers shall have breached any of their representations and warranties hereunder and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser, provided that such breach would reasonably be expected to result in damages in excess of $100,000; or (c) by the Purchaser, if any of the Sellers shall have breached any of their covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser; or (d) by the Sellers, if the Purchaser shall have breached any of its representations and warranties hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (e) by the Sellers, if the Purchaser shall have breached any of its covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (f) by either the Purchaser Seller or the Sellers, Buyer by written notice to the other party, party if the Closing shall not have occurred on or prior to May 14March 31, 20081998; providedPROVIDED, howeverHOWEVER, that the right to terminate this Agreement under this Section 10.01(f8.1(b) shall not be available to any party whose failure to fulfill or perform any material obligation under this Agreement has been the cause of, or has substantially resulted in, the failure of the Closing to occur on or before such date.; (c) by either the Seller or the Buyer in the event any court of competent jurisdiction in the United States or other federal, state or local government body shall have issued a final order, decree or ruling or taken any other action, no longer subject to appeal, prohibiting the transactions contemplated hereby; (d) by the Seller in the event that the Buyer is in material breach of any of its representations, warranties or covenants hereunder which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Buyer or a material adverse effect on its ability to consummate the transactions contemplated by this Agreement, such that the breach (i) cannot be cured by the Closing Date or (ii) has not been cured within 30 days of the date on which the Buyer receives written notice thereof from the Seller; or (e) by the Buyer in the event that the Seller or the Company is in material breach of any of its representations, warranties and covenants hereunder which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Business, taken as a whole, or a material adverse effect on the Seller's ability to consummate the transactions contemplated by this Agreement, in each case such that the breach (i) cannot be cured by the Closing Date or (ii) has

Appears in 1 contract

Sources: Stock Purchase Agreement (Cincinnati Bell Inc /Oh/)