Termination by the Vendor Clause Samples

Termination by the Vendor. If Trinity defaults in a material obligation under this Agreement, through no fault of the Vendor, and the default is not cured within thirty (30) days after receipt by Trinity of written notice thereof or if the default could not be cured within this time period, Trinity is not diligently attempting to cure the default, the Vendor may, upon seven additional days’ written notice to Trinity, terminate the Agreement and recover from Trinity payment for Professional Services properly executed and reasonable, direct and proven costs incurred by reason of such termination (consequential and incidental damages specifically being excluded under this Section 7.2).

Termination by the Vendor. If, prior to or on the Completion Date:- (a) the Purchaser defaults in the performance of its payment obligations contained in Clause 6.2 (b) herein; (b) there is a material breach of representation or warranty or a breach of material representation or warranty (as the case may be), which is made by the Purchaser in this Agreement; or (c) there is a material breach of any of the terms or conditions herein or a breach of any of the material terms or conditions herein (as the case may be), or a failure to perform or observe any material covenant, undertaking or obligation in this Agreement by the Purchaser (save for the obligation to make payment of the Purchase Price); or (d) a petition for winding up is presented against any of the Vsource Companies and/or the Purchaser which is not disputed by the relevant Vsource Company and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (e) an order is made, a shareholder(s)' resolution is passed or any legislation enacted for the winding up of any of the Vsource Companies and/or the Purchaser pursuant to the applicable laws under each of their respective jurisdictions; or (f) an administrator, a receiver and/or manager is appointed by the Court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertakings, assets and properties of any of the Vsource Companies and/or the Purchaser or any part of their/its assets and properties pursuant to the applicable laws under each of their respective jurisdictions, then the Vendor shall in case of Clauses 10.1(b) and (c) above, be entitled to specific performance of this Agreement against the Purchaser; or in all cases referred to above, opt to terminate this Agreement with immediate effect by giving written notice to the Purchaser prior to or on Completion Date and after service of such notice whereupon:- (i) no party shall have any further obligation to buy or sell the Sale Shares; (ii) the Vendor shall be entitled to retain the Deposit Sum together with all interests accrued thereon, calculated from the date of this Agreement to the date the Deposit Sum is received by the Vendor ("Vendor's Accrued Interest"), as agreed liquidated damages in cases where the termination arose as a result of Clause 10.1(a), (b) or (c) above and the Vendor's Solicitors shall be authorised to 21NEXT PAGE release the Deposit Sum together with the Vendor's Accrued Interest to the Vendor within s...

Termination by the Vendor. The Vendor may terminate this Agreement if, within the periods specified in Section 7 (“Earning Costs - Initial Earn In Period”) or the period for Option Payments specified in Section 6 (“Option Payments”), or not later than the time provided by law for timely payment of Land Holding Costs as required by Section 11 (“Land Holding Costs”) hereof, Stone fails to pay or incur the scheduled Option Payments or otherwise fails to timely pay or incur the minimum Earning Costs or Land Holding Costs. The Vendor shall give Stone notice describing the alleged existence of any condition (or failure of condition) set forth in said Sections 6, 7 and 11 hereof on which the Vendor are asserting a right to terminate this Agreement. In the event that Stone fails to cure the same or to initiate action in the courts to dispute the existence thereof within thirty (30) days after its receipt of any such notice, then the Vendor may terminate this Agreement by giving Stone notice of the Vendor’ decision to do so. In the event that Stone initiates action in the courts to dispute the existence of any alleged default, then this Agreement may not be terminated by the Vendor unless Stone fails to commence curative action with respect to such default within a thirty (30) day period after its existence is confirmed by a court of competent jurisdiction.

Termination by the Vendor. In addition to any other rights and remedies (under this Agreement or otherwise) which the Vendor may have to terminate or rescind this Agreement, the Vendor may, at their option, terminate this Agreement by notice in writing to the Purchaser if :- (a) the Purchaser shall default in payment of the Consideration in accordance with Clause 3, or (b) The Purchaser shall become bankrupt or commit any act of bankruptcy or go into liquidation (as the case may be) or shall otherwise become insolvent or a trustee in bankruptcy or similar officer shall be appointed in respect of the Purchaser or the Purchaser shall suffer his assets or any significant part thereof to be seized or levied on execution or other process or proceedings, or (c) the Purchaser shall be in material breach of any material obligation under this Agreement and/or any other written agreement (if any) between the parties hereto then existing or subsisting.

Termination by the Vendor. Subject to compliance with Section 7.2, the Vendor, when not in default in the performance of any of its obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by written notice to the Purchaser if: (a) not all of the conditions precedent in Part 7 and 9 will be or have been satisfied or waived by the Purchaser on the Termination Date; (b) the Vendor is not satisfied, in its sole discretion, acting reasonably, with the results of its due diligence review and investigations; (c) this Agreement or any other material part of the transactions contemplated herein cannot be completed because the Vendor is in default under any of its covenants contained in Part 5 on the Termination Date; or (d) the Purchaser breaches this Agreement in any material respect.

Termination by the Vendor. § 16.1.1 The Vendor may terminate the Contract if the Work is stopped through no act or fault of the Vendor or a member of the Construction Team for any of the following reasons: .1 for a period of 120 consecutive days by an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 for a period of 120 consecutive days by an act of government, such as a declaration of national emergency;

Termination by the Vendor. This Agreement and the transactions contemplated hereby may be terminated prior to Closing by the Vendor, by giving written notice of such termination to the Company, if: 14.3.1. the Company has breached in any material respects any representation, warranty, covenant or agreement contained in this Agreement and such breach is not cured within one (1) Business Day following receipt by the Company of notice of such breach; 14.3.2. there has occurred an event or series of events which, individually or in the aggregate, is likely to have or result in a Material Adverse Effect which is not disclosed in the Disclosure Materials; 14.3.3. trading in the Common Stock has been suspended on the Nasdaq OTC Bulletin Board; or 14.3.4. the Closing has not occurred by July 10, 2003 (other than through the fault of the Vendors).

Termination by the Vendor. (a) If, before or on the Completion Date: (i) a petition for winding up is presented against the Purchaser and the Purchaser fail to take such steps to oppose or set aside such petition within a period of thirty (30) days; or (ii) the Purchaser defaults in the performance of its payment obligations under this Agreement and the Purchaser fails to remedy the same within seven (7) Business Days of notice by the Vendor to remedy the default; or (iii) an order is made or an effective resolution is passed for the winding up of the Purchaser; or (iv) an administrator, a receiver and/or manager is appointed by the court or any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertaking, assets and properties of the Purchaser or any part of its assets and properties, then the Vendor shall be entitled to terminate this Agreement with immediate effect by giving written notice to the Purchaser before or on the Completion Date which termination shall take effect from such date stipulated in the notice whereupon: (aa) no Party shall have any further obligation to purchase or sell the Sale Shares; (bb) the Vendor shall within seven (7) Business Days of such termination refund to the Purchaser all monies paid to the Vendor together with all accrued interests except for the Settlement Sum; (cc) each Party shall, within seven (7) Business Days of such termination, return to the other all such documents received by such party from the other; and (dd) thereafter this Agreement shall become null and void and be of no further effect and neither party hereto shall have any rights to further claims, action or proceedings against the other in respect or arising out of this Agreement.

Termination by the Vendor. If the OR fails to issue a payment for a period of forty-five (45) days through no fault of the Vendor, or if the Owner fails to make payment thereon for a period of thirty days from issuance of a payment, the Vendor may, upon fourteen days' written notice to the Owner and the OR, terminate the Contract, provided however, that OR or Owner shall first have an opportunity to remit such payment within the fourteen day period following written notice.