Common use of Unilateral Termination Clause in Contracts

Unilateral Termination. (a) If any of the conditions contained in section 5.3 shall not be fulfilled or performed on or before the Outside Date and such condition has not been waived by the parties in accordance with the provisions of section 5.3, either of the parties may terminate this Agreement by notice to the other party and in such event both parties shall be released from all obligations under this Agreement and all rights of specific performance by either party shall terminate. (b) If any of the conditions contained in section 5.4 shall not be fulfilled or performed on or before the Closing Date, the Vendors may terminate this Agreement by notice to the Purchaser and in such event the Vendors shall be released from all obligations hereunder and all rights of specific performance by any of the parties hereto shall terminate; provided that any of the aforesaid conditions, having been inserted herein for the exclusive benefit of the Vendor, may be waived in whole or in part by the Vendors without prejudice to its rights of rescission in the event of the non-fulfilment or non-performance of any other condition. (c) If any of the conditions contained in section 5.5 shall not be fulfilled or performed on or before the Closing Date, the Purchaser may terminate this Agreement by notice to the Vendors and in such event the Purchaser shall be released from all obligations hereunder and all rights of specific performance by any of the parties hereto shall terminate; provided that any of the aforesaid conditions, having been inserted herein for the exclusive benefit of the Purchaser, may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non-fulfilment or non- performance of any other condition.

Appears in 7 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement

Unilateral Termination. (a) If any of the conditions contained in section 5.3 shall not be fulfilled or performed on or before the Outside Date and such condition has not been waived by the parties in accordance with the provisions of section 5.3, either any of the parties may terminate this Agreement by notice to the other party parties and in such event both the parties shall be released from all obligations under this Agreement and all rights of specific performance by either party shall terminate. (b) If any of the conditions contained in section 5.4 shall not be fulfilled or performed on or before the Closing Outside Date, the Vendors may terminate this Agreement by notice to the Purchaser and in such event the Vendors shall be released from all obligations hereunder and all rights of specific performance by any of the parties hereto shall terminate; provided that any of the aforesaid conditions, having been inserted herein for the exclusive benefit of the Vendor, may be waived in whole or in part by the Vendors without prejudice to its rights of rescission in the event of the non-fulfilment or non-performance of any other condition. (c) If any of the conditions contained in section 5.5 shall not be fulfilled or performed on or before the Closing Outside Date, the Purchaser may terminate this Agreement by notice to the Vendors and in such event the Purchaser shall be released from all obligations hereunder and all rights of specific performance by any of the parties hereto shall terminate; provided that any of the aforesaid conditions, having been inserted herein for the exclusive benefit of the Purchaser, may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non-fulfilment or non- performance of any other condition.

Appears in 1 contract

Sources: Share Purchase Agreement

Unilateral Termination. (a) If any Either VeriSign (on behalf of all Sellers) or Buyer, by giving written notice to the conditions contained in section 5.3 shall not be fulfilled or performed on or before the Outside Date and such condition has not been waived by the parties in accordance with the provisions of section 5.3other, either of the parties may terminate this Agreement by notice if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the sale, transfer and contribution of the Purchased Shares, the Purchased Interests and the Registrar Assets pursuant to the other party and in such event both parties shall be released from all obligations under this Agreement and all rights of specific performance by either party shall terminateor the Contribution Agreement. (b) If any VeriSign (on behalf of the conditions contained in section 5.4 shall not be fulfilled or performed on or before the Closing Dateall Sellers), the Vendors by giving written notice to Buyer, may terminate this Agreement if the Closing shall not have occurred by notice midnight Pacific Time on November 25, 2003; provided, however, that the right to the Purchaser and terminate this Agreement pursuant to this Section 9.2(b) shall not be available if any Seller’s failure to perform in such event the Vendors shall be released from all obligations hereunder and all rights of specific performance by any material respect any of the parties hereto shall terminate; provided that any of the aforesaid conditions, having been inserted herein for the exclusive benefit of the Vendor, may be waived in whole its obligations or in part by the Vendors without prejudice to its rights of rescission covenants under this Agreement results in the event of the non-fulfilment or non-performance failure of any other conditioncondition set forth in Article 8 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by such Seller. (c) If any Either VeriSign (on behalf of the conditions contained in section 5.5 shall not be fulfilled all Sellers) or performed on or before the Closing Date, the Purchaser Buyer may terminate this Agreement by notice to at any time before the Vendors and in such event Closing if the Purchaser shall be released from all obligations hereunder and all rights of specific performance by other party has committed a material breach of: (i) any of the parties hereto shall terminatesuch party’s representations and warranties contained in this Agreement; provided that or (ii) any of such party’s covenants contained in this Agreement, and has not cured such material breach within ten days after the aforesaid conditions, having been inserted herein for party seeking to terminate this Agreement has given the exclusive benefit other party written notice of the Purchaser, may be waived in whole or in part by the Purchaser without prejudice material breach and its intention to its rights of rescission in the event of the non-fulfilment or non- performance of any other conditionterminate this Agreement pursuant to this Section 9.2(c).

Appears in 1 contract

Sources: Purchase Agreement (Verisign Inc/Ca)