Method of Termination Clause Samples

Method of Termination. This Agreement constitutes the binding and irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby subject to the terms and conditions contained herein, the consideration for which is the covenants set forth in Sections 2, 3 and 4, and expenditures and obligations incurred and to be incurred by Purchaser, on the one hand, and by Seller, the Company and the Subsidiary, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows: 12.1.1. By the unanimous written consent of Seller and Purchaser, notwithstanding prior approval (if any) by the board of directors of either Purchaser or Seller; 12.1.2. If any condition to the Closing under Sections 8 and 9 has not been satisfied (or waived) by 5:00 p.m. on the one (1) year anniversary of the Effective Date or at such other time and date as may be mutually agreed upon by the parties in writing, Seller may terminate this Agreement by written notice given to Purchaser if Seller has neither (a) proximately contributed to the occurrence of the failure to satisfy the conditions set forth in Sections 8 and 9 by such date, nor (b) failed to use its commercially reasonable efforts to satisfy the conditions set forth in Sections 8 and 9; 12.1.3. If any condition to the Closing under Sections 8 and 9 has not been satisfied (or waived) by 5:00 p.m. on the one (1) year anniversary of the Effective Date or at such other time and date as may be mutually agreed upon by the parties in writing, Purchaser may terminate this Agreement by written notice given to Seller if Purchaser has neither (a) proximately contributed to the occurrence of the failure to satisfy the conditions set forth in Sections 8 and 9 by such date, nor (b) failed to use its commercially reasonable efforts to satisfy the conditions set forth in Sections 8 and 9; or 12.1.4. By either Seller or Purchaser if (a) there shall be any Law that makes consummation of the transactions contemplated herein illegal or otherwise prohibited; or (b) any judgment, injunction, order or decree permanently enjoining any of the parties hereto from consummating the transactions contemplated herein is entered and such judgment, injunction, order or decree shall become final and non-appealable. Notwithstanding anything in this Section 12.1 to the contrary, no party hereto that is in breach of a material obligation under this Agreement shall be entitled to terminate this Agreement except with ...

Method of Termination. This Agreement may be terminated or abandoned only as follows: (a) By the mutual consent of Company and Parent, notwithstanding prior approval by the stockholders of any or all of such corporations; (b) By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company; (e) By Parent after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpos...

Method of Termination. This Agreement, and the relationship between the Client and the Broker Member, may be terminated by either party by prior written notice in accordance with the Terms and Conditions. Termination shall be effective upon receipt by the other party of such notice.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: A. by mutual written consent of International and all of the Channel shareholders, authorized by the Boards of Directors of each of International and Channel; B. by written notice from (i) International to all of the Channel shareholders, or (ii) all of the Channel shareholders to International, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “17” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; C. by International if there is a material breach of any representation or warranty set forth in Article “6” of this Agreement or by any Channel Shareholder in Article “8” of this Agreement or any covenant or agreement to be complied with or performed by Channel or any of the Channel shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “9” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “14” of this Agreement to be satisfied (and such condition is not waived in writing by International) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “14” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, International may not terminate this Agreement prior to the Closing Date if Channel or any of the Channel shareholders, as the case may be, has not had an a...

Method of Termination. This Agreement will automatically terminate at the end of its term herein, pursuant to the provisions of paragraph one (1) of this Agreement. Prior to the automatic termination at the end of the term of this Agreement, any party to this Agreement may terminate the Agreement sixty (60) days after providing written notice of termination to the other party. The Parties of this Agreement agree to bring current, prior to termination, any financial obligation incurred in the exercise of its rights and obligations set forth herein.

Method of Termination. This Agreement may be terminated only --------------------- upon receipt of notice from the party desiring to terminate this Agreement that (a) states that it is terminating this Agreement, (b) specifies the portion of Section 8.1 pursuant to which such termination is being effected and (c) recites that such termination has been approved by proper action of the board of directors of such party.

Method of Termination. A Member District may request that the Board initiate proceedings to terminate the EDCO Collaborative agreement by giving notice to all other Member Districts and the executive director at least twelve (12) months before the end of the current fiscal year. Within thirty (30) days of a request that the Board initiate termination proceedings, the Board shall discuss the request to terminate the collaborative and determine next steps. A two-thirds (2/3) vote of the Board is required in order to initiate termination proceedings. Should the Board vote to initiate termination proceedings, notice must be provided to all Member Districts within ten (10) working days of such vote. Prior to termination, the Board shall: 1. Cause a final fiscal audit of the Collaborative to be performed, including an accounting of all assets and liabilities (debts and obligations) of the Collaborative and proposed disposition of the same. A copy shall be made available to each Member District and to the Department of Elementary and Secondary Education. 2. Determine the fair market value of all assets of the Collaborative. 3. Determine the process for appropriate disposition of state and federal funds, equipment, and supplies. 4. Determine which Member District(s) will maintain fiscal, employee, and program records. 5. Determine the means for meeting all liabilities (debts and obligations) of the Collaborative, including obligations for post-employment benefits. 6. The Collaborative must meet all liabilities before any monies are distributed to the Member Districts. 7. Distribute surplus or reserve funds in proportional shares using the Enrollment Assessment formula previously articulated above under Annual Member Assessment. 8. Return individual student records to their respective school district. 9. Assets shall be sold and monies distributed in proportional shares using the Enrollment Assessment formula previously articulated above under Annual Member Assessment. 10. The Executive Director shall notify the Department of Elementary and Secondary Education in writing at least one hundred eighty (180) days before such termination. 11. The Board shall notify the Department of Elementary and Secondary Education of the official termination date and submit documentation required by 603 CMR 50.11 to the Department.

Method of Termination. Where a party has a right to terminate this agreement, that right for all purposes will be validly exercised if the party delivers a notice (in accordance with clause 11) stating that it terminates this agreement and the provision under which it is terminating the agreement.

Method of Termination. This Assets Purchase Agreement and the transactions contemplated hereby may be terminated at any time prior to a Transfer Date: (a) by the mutual consent of SBCL and ActaMed; (b) by SBCL by written notice of termination to ActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Date; (c) by ActaMed, if SBCL shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein; (d) by SBCL, if ActaMed shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein; (e) by either SBCL or ActaMed if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating the transactions contemplated by this Assets Purchase Agreement, provided that ActaMed and SBCL shall have used their best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry; (f) by SBCL if SBCL terminates the Services Agreement; or (g) by ActaMed if ActaMed terminates the Services Agreement.