Conditions of Termination Clause Samples
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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. The Landlord shall have the right to terminate or refuse to renew the Lease for any of the following reasons:
a. Failure by the Tenant 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 Tenant 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 Tenant. The Landlord will not terminate assistance if the Tenant 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 Tenant, any member of their household, a guest, or a person under the control of the Tenant, which threatens the health, safety, or right to peaceful enjoyment of the premises by other Tenants 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 Tenants or employees of the Landlord, as stated in Article IX Tenant’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 Tenant, any member of their household, or a guest, and “on the premises” for other persons under the Tenant’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 Tenants or employees of the Landlord.
iv. The Landlord may also terminate assistance based on the conduct underlying the arrest, on...
Conditions of Termination. This Agreement may be terminated at any time prior to the Closing:
(i) by the mutual written consent of the Parties;
(ii) by the Purchasers if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or any of the Sellers in the representations and warranties or covenants set forth in this Agreement or the Schedules attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Purchasers to the Company and the Sellers' Representative;
(iii) by the Company and the Sellers if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Company and the Sellers' Representative to the Purchasers; or
(iv) by the Purchasers, on the one hand, or the Company and the Sellers' Representative, on the other hand, if the Closing shall not have occurred by March 31, 2004; PROVIDED THAT the Party electing termination pursuant to this clause (iv) of this Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules attached hereto. In the event of termination by either the Purchasers or the Company and the Sellers pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other Parties.
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:
(a) by mutual written agreement of the Company and Parent;
(b) by the Company or Parent if the Closing shall not have been consummated prior to August 31, 2007 (the “Termination Date”); provided that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are the only conditions remaining to be satisfied on such date (other than those conditions that are capable of being satisfied only as of the Closing) and such party reasonably believes in good faith that such conditions are likely to be satisfied within such additional one-month period; and further provided that the right to terminate this Agreement under this Section 14.1 shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date;
(c) by the Company, provided that the Company is not then in breach of any of its obligations hereunder, if (i) Parent fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the Termination Date;
(d) by the Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date,
(e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) 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 contemp...
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):
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. Upon termination of this BAA, for any reason, Business Associate shall return to Principal (or destroy) all Protected Health Information. In the event that return (or destruction) of the Protected Health Information is infeasible, Business Associate shall extend the protections of this BAA to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. This provision shall apply to Protected Health Information that is in the possession of Business Associate’s subcontractors (or agents).