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.
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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 Vendor on or prior to 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 Purchaser 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.
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