Conditions of Termination Clause Samples
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Conditions of Termination. This Agreement may be terminated at any time before the Closing:
(a) By mutual consent of Seller and Buyer;
(b) By Seller, if (i) any of Buyer's representations or warranties made in this Agreement proves to be materially inaccurate or (ii) Buyer commits a material breach of any covenant or obligation under this Agreement, which breach is not cured within 10 days following written notice of such breach by Seller to Buyer;
(c) By Seller, any time on or after the date that is 120 days after the date of this Agreement, if the condition contained in Section 9.1(c) has not been satisfied or waived;
(d) By Seller, at any time on or after the date that is 120 days after the date of this Agreement, if the condition contained in Section 9.1(d) has not been satisfied or waived; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(d) if Seller sought, or failed to use best efforts to oppose, the entry of any Order described in Section 9.1(d);
(e) By Buyer, if (i) any of Seller's representations or warranties made in this Agreement proves to be materially inaccurate or (ii) Seller commits a material breach of any covenant or obligation under this Agreement, which breach is not cured within 10 days following written notice of such breach by Buyer to Seller;
(f) By Buyer, in the event that any Order described in Section 9.2(c) is entered;
(g) By Buyer, at any time on or after April 30, 2003 if the Closing has not then occurred;
(h) Automatically, upon the Sterling Bankruptcy Court entering an Order approving a Superior Transaction which becomes a Final Order;
(i) By Buyer, if the Sale Order has not been entered by the Sterling Bankruptcy Court by February 28, 2003 or has not become a Final Order by March 11, 2003; or
(j) By Buyer, if the Sale Procedures Order has not been entered by the Sterling Bankruptcy Court by January 16, 2003 or has not become a Final Order by January 20, 2003. Notwithstanding the foregoing, neither Seller nor Buyer may rely on the failure of any condition to closing, set forth in Section 9.1 or Section 9.2, respectively, to be satisfied as a basis for termination if such failure was caused by such party's breach of this Agreement or failure to use all commercially reasonable efforts to cause the Closing to occur, as provided for in this Agreement, or if such party is otherwise in material breach of this Agreement.
Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “
Conditions of Termination a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”.
b. This Agreement may be terminated at any time by mutual agreement of the parties.
c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public.
d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided.
e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement.
f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others.
g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts.
h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE.
i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing by either the Company, on the one hand, or any Purchaser, on the other hand, if the Closing shall not have occurred on or prior to 5:00 p.m., New York time, on the date hereof.
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing Date:
(a) by mutual agreement of each of the Company and Buyer;
(b) by Buyer if Company or any Stockholder has breached any representation, warranty, covenant or agreement contained in this Agreement, such that the conditions set forth in Section 10.1 or Section 10.2, as the case may be, would not be satisfied as of any date following the date hereof; provided, however, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if any such breach has been cured within ten (10) Business Days after written notice by Buyer to Company and the Stockholders informing Company and the Stockholders of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if Buyer is then in material breach of the terms of this Agreement;
(c) by the Company and the Stockholders if Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement, such that the conditions set forth in Section 9.1 or Section 9.2, as the case may be, would not be satisfied as of any date following the date hereof; provided, however, that Company and the Stockholders may not terminate this Agreement pursuant to this Section 11.1(c) if any such breach has been cured within ten (10) Business Days after written notice by the Company and the Stockholders to Buyer informing Buyer of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Company and the Stockholders may not terminate this Agreement pursuant to this Section 11.1(c) if it is then in material breach of the terms of this Agreement;
(d) by the Company or Buyer, if (i) there shall be a final, non-appealable order of a foreign, federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Authority which would make consummation of the transactions contemplated hereby illegal;
(e) by Buyer, if the Closing shall not have occurred on or before September 30, 2014 (the “Outside Date”); provided,...
Conditions of Termination. The Landlord shall have the right to terminate or refuse to renew the Lease for any of the following reasons:
a. Failure by the Resident or any member of their household to fulfill their obligations outlined under the Articles of this Lease, the Community Policies and any addenda or amendments to the Lease or Community policies.
b. A serious or repeated violation by the Resident or any member of their household of one (1) or more terms of the Lease.
c. Denial or disconnection of utility services that are paid by the Resident. The Landlord will not terminate assistance if the Resident restores the utility service legally and timely in compliance with the 30-day notice to cure, or by the time the informal hearing takes place.
d. Tampering with utilities to illegally obtain service, or changing the account to an adult person that is not listed as a family member in this Lease.
e. Any activity, criminal or non-criminal, engaged in by the Resident, any member of their household, a guest or a person under the control of the Resident, which threatens the health, safety, or right to peaceful enjoyment of the premises by other residents or employees of Landlord.
f. Any criminal activity (violent, non-violent, or drug-related) that threatens the health, safety, or right to peaceful enjoyment of the premises by other residents or employees of the Landlord, as stated in Article IX Resident’s Obligations. Any such criminal activity that resulted in a conviction shall be cause for termination of tenancy, and for eviction from the dwelling unit. For the purposes of this Lease:
i. Drug-related criminal activity, whether “on or off the premises” for the Resident, any member of their household, or a guest, and “on the premises” for other persons under the Resident’s control. Drug-related criminal activity shall include illegal possession, manufacture, sale, distribution, use and/or possession with intent to manufacture, sell, distribute, or use, a controlled substance; and
ii. Violent criminal activity shall include any criminal activity that has as one of its elements the use, attempted use, or threatened use of physical force substantial enough to cause, or be reasonably likely to cause, nontrivial bodily injury or property damage.
iii. Non-violent criminal activity shall include any activity that threatens the health, safety or right to peaceful enjoyment by the residents or employees of the Landlord.
iv. The Landlord may also terminate assistance based on the conduct un...
Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) the mutual written agreement of the Company and each of the Purchasers, (b) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (c) if the Closing has not occurred on or before July 25, 2023, other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. “Willful Breach” means a deliberate act or deliberate failure to act, taken with the actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement.
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated: (a) at any time before the Closing by mutual written consent of the Company and the Investor (b) at any time before the Closing by either the Company, on the one hand, and the Investor, on the other hand, if any of the conditions to Closing to which such party is entitled to the benefit of shall have become permanently incapable of fulfillment and shall not have been waived in writing (to the extent permitted by applicable Law); (c) at any time after the date that is five (5) Business Days after the date of this Agreement by either the Company, on the one hand, or the Investor, on the other hand, if the Closing shall not have occurred on or before such date; provided, however, that the right to terminate this Agreement pursuant to the preceding clauses (b) or clause (c) shall not be available to a party if the inability to satisfy any of the conditions to Closing was due primarily to the failure of such party to perform any of its obligations under this Agreement.
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:
(i) By mutual consent of Seller and Buyer;
(ii) By either Seller or Buyer if the other Party shall have breached this Agreement in any material respect and such breach continues for a period of ten (10) days after the receipt of written notice of the breach from the non-breaching Party; or
Conditions of Termination. This Agreement may be terminated at any time prior to the Closing (or as otherwise specified):