Pre-Closing Termination Clause Samples
The Pre-Closing Termination clause allows parties to end an agreement before the official closing of a transaction. Typically, this clause outlines specific conditions or events—such as failure to meet regulatory approvals, material breaches, or unmet closing conditions—that permit either or both parties to terminate the deal prior to completion. Its core function is to provide a clear, agreed-upon mechanism for exiting the transaction if key requirements are not satisfied, thereby managing risk and preventing unwanted obligations.
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Pre-Closing Termination. This Agreement may be terminated prior to the Closing:
(a) by and in the sole discretion of AIG or AHAC without the approval of TRH;
(b) by the mutual written consent of AIG, AHAC and TRH;
(c) by TRH if the Closing has not occurred on or before July 1, 2009; provided, however, that the right to terminate this Agreement under this Section 7.01(c) shall not be available to TRH if TRH’s failure to take any action required to fulfill any of its obligations under this Agreement has caused or resulted in the failure of the Closing to occur prior to such date;
(d) by TRH (but only so long as TRH is not in material breach of its obligations under this Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of AIG or AHAC such that one or more of the conditions set forth in Section 4.01 are not capable of being fulfilled;
Pre-Closing Termination. This Agreement may be terminated at any time prior to the Closing as follows:
(a) By the mutual written consent of Motif and Nuprim Shareholders’ Representative;
(b) By Nuprim Shareholders’ Representative (if none of Nuprim Shareholders or Nuprim are then in breach of any material term of this Agreement), if Motif shall: (i) fail to perform in any material respect its agreements contained in this Agreement required to be performed on or prior to the Closing Date; or (ii) materially breaches any of its representations, warranties or covenants contained in this Agreement, which failure or breach is not cured within ten (10) days after Nuprim Shareholders’ Representative has notified Motif in writing of his intent to terminate this Agreement pursuant to this Section 11.1(b);
(c) By Motif (if Motif is not then in breach of any material term of this Agreement), if any of Nuprim Shareholders on behalf of Nuprim Shareholders or Nuprim shall: (i) fail to perform in any material respect their or its agreements contained in this Agreement required to be performed on or prior to the Closing Date; or (ii) materially breach any of their or its respective representations, warranties or covenants contained in this Agreement, which failure or breach is not cured within ten (10) days after Motif has notified Nuprim Shareholders’ Representative in writing of Motif’s intent to terminate this Agreement pursuant to this Section 11.1(c);
(d) By Nuprim Shareholders’ Representative, upon written notice to Motif, if the Closing has not occurred on or before March 31, 2015 for any reason other than delay or nonperformance of any of Nuprim Shareholders or Nuprim;
(e) By Nuprim Shareholders’ Representative, on the one hand, or by Motif, on the other hand, if there shall be any final, non-appealable, order, writ, injunction or decree of any Governmental Authority of competent jurisdiction binding on Nuprim Shareholders or Nuprim, or on Motif, which prohibits or restrains such other Person from consummating the Transactions.
(f) In the event of the termination of this Agreement pursuant to Section 11.1(a) or Section 11.1(c), no Party will have any liability under this Agreement to any other Party, except: (a) that nothing herein shall relieve any Party from any liability for any breach of any of the representations, warranties, covenants and agreements set forth in this Agreement; and (b) the provisions of, Article XII and Article XIII shall survive such termination. In the event of th...
Pre-Closing Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Closing (a) by mutual written agreement of the Company, the ▇▇▇▇ Group and Parent, or (b) by either of Parent or the Company if the Requisite Stockholder Vote shall not have been obtained by the Company and delivered to Parent within one (1) Business Day after the execution and delivery of this Agreement.
Pre-Closing Termination. 30 9.1 Termination..................................................... 30 9.2
Pre-Closing Termination. In the event this Agreement is terminated either by WPPI or CWI due to a default of the other Party as provided in Section 5.1 and Section 5.2, respectively, CWI shall promptly return or destroy all information obtained from WPPI in connection with its due diligence of the Property and Hotel and WPPI may elect to obtain all third party reports obtained by CWI in connection with its due diligence of the Property and the Hotel (but expressly excluding any third party reports containing attorney-client work product and/or internal notes prepared by personnel of CWI which are proprietary) by reimbursing CWI for fifty percent (50%) of the actual costs and expenses incurred in connection with obtaining such third party reports and CWI shall provide the same within five (5) days of such written request and payment therefor. Notwithstanding the termination of this Agreement pursuant to Section 5.1 and 5.2, the provisions expressly stated to survive the termination or are applicable after termination, including but not limited to Section 2.7.1, Section 4.7, Article 7, Section 9.2, Section 9.10 and Section 9.13, Section 9.14 and Section 9.16 shall survive the termination of this Agreement.
Pre-Closing Termination. A. Owner may terminate this Agreement if it elects, pursuant to Section 2.06 of the Purchase Agreement, to terminate the transactions contemplated therein. Should Owner elect to terminate the transactions contemplated in such Purchase Agreement only with respect to certain Inns, Owner may terminate this Agreement with respect to such Inns. In such case, the adjustments and actions described in this Agreement for the termination of this Agreement with respect to one Inn or the sale of one Inn shall be made (with such adjustments being made as of the date of the distribution to the Partners of Owner of the amounts received by Owner in connection therewith).
B. On the Effective Date (or, as to a Development Inn, on the purchase date of such Development Inn), Manager shall deliver to Owner a certificate stating, if true, that there are no covenants or restrictions which would prohibit or materially limit Management Company from operating any Inn as a Fairfield Inn, including material facilities customarily a part of or related to a Fairfield Inn (or, if not true, stating the extent to which it is not true). If on the Effective Date (or, as to a Development Inn, on the purchase date of such Development Inn) there are any covenants or restrictions which would prohibit or materially limit Management Company from operating any Inn as a Fairfield Inn, including material facilities customarily a part of or related to a Fairfield Inn, either party may terminate this Agreement as to such Inn. In such case, the adjustments and actions described in this Agreement for the termination of this Agreement with respect to one Inn or the sale of one Inn shall be made.
Pre-Closing Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:
(a) upon giving of notice by Biogen Idec pursuant to Section 2.6;
(b) by mutual written consent of Biogen Idec and ▇▇▇▇;
(c) by either Party if a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the Transactions has been issued by a governmental authority of competent jurisdiction; or
(d) by either Party if the Closing has not occurred on or before December 31, 2013, which date may be extended from time to time by mutual written consent of the Parties. If (i) Biogen Idec terminates this Agreement pursuant to Section 13.1(a) by exercising its right to terminate under Section 2.6(a)(i) or Section 2.6(a)(ii), (ii) Elan or Biogen Idec terminates this Agreement pursuant to Section 13.1(c) because a Merger Control Legislation Authority has issued a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the Transactions, or (iii) Elan or Biogen Idec terminates this Agreement pursuant to Section 13.1(d) and the Clearance Date has not occurred prior to such termination, then, pursuant to the letter agreement dated as of the Execution Date between Elan Pharma International Limited and BIMA, the Collaboration Agreement shall be automatically amended, without any further action by Elan, Biogen Idec or BIMA, to delete Section 1.14, Section 14.7 and Section 14.8 of the Collaboration Agreement in their entirety.
Pre-Closing Termination. (a) This Agreement may be terminated at any time prior to the Closing:
(i) by either the Purchaser or the Company, if any Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and non-appealable;
(ii) by the Company, if the Purchaser shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement such that a condition set forth in Section 3.3 cannot be satisfied;
(iii) by the Purchaser, if the Company shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement such that a condition set forth in Section 3.4 cannot be satisfied; or
(iv) by the mutual written consent of the Company and the Purchaser.
(b) This Agreement shall terminate automatically, with no action by either party, upon the termination of the License and Collaboration Agreement prior to the Closing.
Pre-Closing Termination. In the event of the termination of this Agreement pursuant to Section 16.1, this entire Agreement will forthwith become void with the exception of Sections 13.1, 14.4, 16.3.1, 16.3.4 and this Section 16.3.2 and Articles 1, 8 and 17, and any other provisions which, by their nature, are intended to survive, each of which will survive such termination and remain valid and binding obligations of the Parties.
Pre-Closing Termination. Subject to the terms of Section 11.2, this Agreement may be terminated and the Transactions abandoned at any time prior to the Closing:
(a) by mutual written agreement of Buyer and Seller;
(b) by either Buyer or Seller, if the Closing has not occurred on or before 11:59 p.m., Pacific time, on December 30, 2015; provided, however, that the right to terminate this Agreement under this Section 11.1(b) will not be available to any Party whose action or failure to act has been a principal cause of, or resulted in, the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;
(c) by either Buyer or Seller, if:
(i) a Governmental Authority has enacted, issued or promulgated a Law that has the effect of rendering the Transactions illegal; or
(ii) a Governmental Authority has issued an Order prohibiting the Transactions that has become final and nonappealable; or
(d) by Seller (but only if Seller is not then in material breach of this Agreement), if there has been a breach of any representation, warranty, covenant or agreement of Buyer set forth in this Agreement such that, if not cured on or prior to the Closing, the conditions set forth in Section 3.4(c) would not be satisfied at the Closing and such breach has not been cured within 20 Business Days after written notice thereof to Buyer.