Termination Events Clause Samples
A Termination Events clause defines specific circumstances under which a contract may be ended before its natural expiration. This clause typically lists events such as breach of contract, insolvency, or failure to perform key obligations, and outlines the process for notifying the other party and the consequences of termination. Its core practical function is to provide a clear framework for ending the contractual relationship in response to significant issues, thereby allocating risk and ensuring both parties understand their rights and obligations if such events occur.
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Termination Events. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing:
(a) by written mutual consent of Purchaser A, the Company and the Seller;
(b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f);
(c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect;
(d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided tha...
Termination Events. If the Early Termination Date results from a Termination Event:—
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Termination Events. This Agreement may, by notice given prior to the Option Closing Date (if any) or the Option Expiration Date (if not exercised), be terminated: by either (y) Purchaser or (z) Sellers owning a majority of the Shares owned by all of the Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non-breaching Party; by either (y) Purchaser or (z) Sellers owning a majority of the Shares owned by all Sellers if any of the conditions in Article VI has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; by Purchaser if any of the conditions in Article VII has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; by mutual consent of Purchaser and Sellers owning a majority of the Shares owned by all Sellers; by either Purchaser or Sellers (by action of Sellers owning a majority of the Shares owned by all Sellers) if the First Closing has not occurred on or before October 30, 2003, or such later date as the parties may agree upon; or by Purchaser upon the occurrence of an event of default under any of (i) that certain Note Secured by Stock Pledge Agreement, dated as of even date herewith, by Seller in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇, (ii) that certain Stock Pledge Agreement, dated as of even date herewith, by and between Seller and ▇▇▇▇▇ ▇. ▇▇▇▇▇, and (iii) any documents or instruments ancillary thereto. INDEMNIFICATION; REMEDIES
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Le...
Termination Events. (A) This Agreement may be terminated at any time prior to the Closing:
(1) by mutual written agreement of the Purchaser and the Seller; or
(2) by the Seller, upon written notice to the Purchaser, in the event that the Closing Date does not occur on or before May 15, 2014 or such later date, if any, as Seller shall agree to in writing; provided, however, that the right to terminate this Agreement pursuant to this Section 6.01(A)(2) shall not be available if Seller’s failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur on or prior to such date.
Termination Events. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time prior to the Closing:
(a) by mutual written agreement of REC and Buyer;
(b) by written notice of either REC or Buyer to such other Party if:
(i) the Closing has not occurred by the close of business on November 1, 2018 (the “Outside Date”); or
(ii) there is in effect a final and non-appealable Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;
(c) by Buyer by written notice to REC if:
(i) any condition to the obligations of Buyer set forth in Article 9 or Article 10 has become reasonably incapable of fulfillment and such condition is not waived in writing by Buyer;
(ii) (A) any Seller is in breach of any representation or warranty or any covenant or agreement contained in this Agreement, the Bid Procedures Order and/or the Sale Order, (B) such breach would result in a failure of a condition set forth in Article 9 or Article 10 and (C) such breach has not been cured by the earlier of (1) twenty (20) Business Days after the giving of written notice by Buyer to Sellers of such breach and (2) the Outside Date;
(iii) any Seller files a motion to have the Bankruptcy Court enter an Order dismissing, or converting the Bankruptcy Case into cases under chapter 7 of the Bankruptcy Code or appointing a trustee in the Bankruptcy Case or appointing an examiner with enlarged power related to the operation of the Business (beyond those set forth in Section 1106(a)(3) or (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code;
(iv) the Sale Order is not entered by the Bankruptcy Court within thirty (30) days of the execution of this Agreement by all Parties;
(v) the Sale Order is amended, modified, vacated, reversed, or terminated without the prior written consent of Buyer;
(d) by REC by written notice to Buyer if:
(i) any condition to the obligations of Sellers set forth in Article 10 or Article 11 has become incapable of fulfillment and such condition is not waived in writing by Sellers;
(A) Buyer breaches any representation or warranty or any covenant or agreement contained in this Agreement, (B) such breach would result in a failure of a condition set forth in Article 10 or Article 11 and (C) such breach has not been cured by the earlier of (1) twenty (20) Business Days after the giving of written notice by REC to Buyer of such breach a...
Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.
Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—
Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event:
(a) Any Originator shall fail (i) to make any payment or deposit required hereunder when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days, or (ii) to perform or observe any covenant contained in Section 4.2 (other than Sections 4.2(a) and 4.2(c)) for one (1) Business Day or (iii) to perform or observe any covenant or agreement (other than as referred to in clause (i) of this paragraph (a)) under any other Transaction Document to which it is a party and such failure shall continue for fifteen (15) consecutive days (other than Section 4.2(c), which shall be seven (7) days) after the earlier of (I) the date such Originator receives notice of such breach from Buyer, the Agent or any Lender Group Agent and (II) the date an Authorized Officer of such Originator knows or should have known of such breach.
(b) Any representation, warranty, certification or statement made by any Originator in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date such Originator receives notice of such breach from Buyer, the Agent or any Lender Group Agent and (II) the date an Authorized Officer of such Originator knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effect.
(c) Failure of any Originator or any of its Affiliates to pay any Indebtedness when due in excess of $50,000,000; or the default by any Originator in the performance of any term, provision or condition contained in Sections 6.01A, 6.05A, 6.06A, 6.08A, 6.11A, 6.13A, 6.14A, 6.15A or 6.16A of the Senior Credit Agreement or any such Indebtedness of an Originator or any of its Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(d) Any Originator or an...