Failure to Close; Termination Clause Samples

The 'Failure to Close; Termination' clause defines the rights and procedures available to parties if a transaction does not successfully close by a specified date or under certain conditions. Typically, this clause outlines the circumstances under which either party may terminate the agreement, such as unmet closing conditions or regulatory delays, and may specify any notice requirements or consequences of termination, like the return of deposits or payment of break-up fees. Its core function is to provide a clear exit mechanism and allocate risk in situations where the deal cannot be completed, thereby protecting both parties from indefinite obligations or uncertainty.
Failure to Close; Termination. If the conditions set forth in Sections 6.1 and 6.2 are not satisfied or waived by April 6, 2007, this Agreement shall be terminated and be of no further force and effect; provided, however, that either Party shall have the right to terminate this Agreement immediately upon notice to the other Party if the condition precedent set forth in Section 5.1.6 shall have not been satisfied by March 29, 2007.
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Failure to Close; Termination. This Agreement may be terminated at any time prior to the Closing Date, as follows: (a) by the mutual consent of Sellers and Buyer evidenced by a signed termination agreement; (b) by Buyer, upon written notice to Sellers, if (i) on the Closing Date, without any breach by Buyer of its obligations hereunder, either Seller has not complied with one or more of the conditions set forth in Section 9.1 (and such compliance is not waived by Buyer) or (ii) if either Seller shall have breached any of its representations, warranties or obligations hereunder (which breach shall not have been cured in all material respect or waived by Buyer prior to the earlier of the Closing Date or within thirty (30) days after Buyer has given notice to Sellers of such breach); or (c) by Sellers, upon written notice to Buyer, if (i) on the Closing Date, without any breach by Sellers of their obligations hereunder, Buyer has not complied with one or more of the conditions set forth in Section 9.2 (and such compliance is not waived by Sellers) or (ii) if Buyer shall have breached any of its representations, warranties or obligations hereunder (which breach shall not have been cured in all material respects or waived by Sellers prior to the earlier of the Closing Date or within thirty (30) days after Sellers has given notice to Buyer of such breach); or (d) as provided by Sections 6.4, 6.5, 6.19, 8.3 or 8.4 of this Agreement. In the event that this Agreement is terminated, it shall thereupon become void and of no effect; provided, however, that nothing in this Section 10.2 shall be deemed to release any party from liability for any breach by such party of the terms and provisions of this Agreement or impair the right of the Buyer to compel specific performance of Sellers of its obligations under this Agreement. If this Agreement is terminated under Section 10.2(b), the Deposit and any earnings thereon shall be delivered by the Escrow Agent to Buyer as liquidated damages, which shall be the sole remedy of Buyer for such breach. In any other case, if the Closing does not occur and the Agreement is terminated, the Deposit shall be delivered by the Escrow Agent to Sellers, which shall be the sole remedy of Sellers for any breach by Buyer. All payments by the Escrow Agent shall be made in accordance with the procedures and provisions set forth in the Escrow Agreement and this Agreement.
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Failure to Close; Termination. This Agreement may be terminated at any time prior to Closing, as follows: (a) by the mutual consent of Buyer and Seller; or (b) by Buyer, upon notice to Seller, if (without any breach by Buyer of any of its obligations hereunder) compliance with any condition set forth in Section 8.1 becomes impossible, and such failure of compliance is not waived by Buyer; or (c) by Seller, upon notice to Buyer, if (without any breach by Seller of any of its obligations hereunder) compliance with any condition set forth in Section 8.2 becomes impossible, and such failure of compliance is not waived by Seller; or (d) by Buyer, upon notice to Seller, if between the date hereof and the Closing Date: (i) there has occurred (or been discovered) any event, condition or change in the operations of the Business, or in the financial condition, assets, liabilities (contingent or otherwise) or income of Seller in any way relating to or affecting the Business (other than with respect to HP), or any damage, destruction or loss, whether or not covered by insurance, that adversely impairs the use or value of the Business or any Asset; and (ii) the reasonably anticipated aggregate ongoing effect of such events, conditions and changes on the operations and financial condition of Buyer subsequent to Closing exceeds $1,500,000 (or, in the reasonable opinion of Buyer, any of such events, conditions and changes is not susceptible of correction); or (e) by Buyer or by Seller, upon notice to the other, at any time after April 30, 1997 (the "EXPIRATION DATE"). In the event of any termination as provided by this Section 9.2, this Agreement will thereupon become void and of no effect, without any liability on the part of either party to the other, except as otherwise provided by Section 9.3.
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Failure to Close; Termination. This Agreement may be terminated at any time prior to the Closing Date, as follows: (a) By the mutual consent of the Buyer and Seller; or (b) By Buyer, upon notice to Seller, if Buyer is not reasonably satisfied with the results of its continuing business, legal, and accounting due diligence regarding Seller. (c) By Buyer, upon notice to Seller, if events occur which, without any breach by Buyer of its obligations hereunder, render impossible compliance with one or more of the conditions set forth in Section 7.1 (and such compliance is not waived by Buyer); or (d) By Seller, upon notice to Buyer, if events occur which, without any breach by Seller or by Shareholders of their respective obligations hereunder, render impossible compliance with one or more of the conditions set forth in Section 7.2 (and such compliance is not waived by Seller); or (e) By Buyer, upon notice to Seller, if there will occur any loss, destruction or damage to any of the Assets, as contemplated by Section 5.5 and the aggregate amount thereof will exceed $50,000 or otherwise have a material adverse effect on the Business; or (f) By Buyer or by Seller, upon notice to the other, at any time after March 25, 2006. In the event of any termination as provided by this Section 8.2, this Agreement will thereupon become void and of no effect, without any liability on the part of any party.
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Failure to Close; Termination 
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Related to Failure to Close; Termination

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • Termination for Failure to Pay If Company fails to make any payment due hereunder, Hospital shall have the right to terminate this Agreement upon ten (10) business days written notice, unless Company makes such payments plus any interest due, as set forth in Section 4.7, within said ten (10) day notice period. If payments are not made, Hospital may immediately terminate this Agreement at the end of said ten (10) day period. Company shall be entitled to only one such cure period in a calendar year; for a second failure to make payment on time, Hospital shall have the right to terminate this Agreement immediately upon written notice.

  • TERMINATION AND BREACH 9.1 Either party may terminate the Licence upon giving the other not less than 3 months written notice served so as to expire on any anniversary of the Commencement Date. 9.2 If the Licensee commits any material breach of any of the provisions of this Licence and remains in breach fourteen (14) days after receiving notice to remedy such breach (where the breach is remediable) then CLA, without prejudice to any of its other rights, may by notice either terminate the Licence or suspend the Licence until CLA shall be satisfied such breaches will not recur. 9.3 Either party may terminate the Licence by notice in writing to the other if and when a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of, or is appointed over, the whole or any substantial part of the other party’s assets or if and when the other party enters into any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement under the Insolvency Act 1986) or if and when a petition is presented for the purpose of the making of an administration order or the winding-up of the other party which is not discharged within seven (7) days of the presentation of such a petition or if the other party is placed into liquidation or administration or if the other party is dissolved or if a resolution for the winding-up of the other party is passed (other than a voluntary liquidation for the purpose of reconstruction in which all creditors’ claims will be discharged in full) or if a bankruptcy petition is presented against the other party which is not discharged within seven (7) days of its presentation.

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes