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 Buyers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Sellers or the Company set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied, and such breach has not been (x) waived by Buyers or (y) cured by Sellers within thirty (30) days after written notice thereof from the Buyers specifying the nature of such breach and requesting that it be cured, by the End Date, provided, however, that Buyers shall not have the right to terminate this Agreement pursuant to this Section 10.1(a) if Buyers are then in material breach or violation of its representations, warranties or covenants contained in this Agreement;
(b) by Sellers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Buyers set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 9.1 or Section 9.2 not to be satisfied, and such breach has not been (x) waived by Sellers or (y) cured by Buyers within thirty (30) days after written notice thereof from the Sellers specifying the nature of such breach and requesting that it be cured, by the End Date, provided, however, that Sellers shall not have the right to terminate this Agreement pursuant to this Section 10.1(b) if Seller is then in material breach or violation of its representations, warranties or covenants contained in this Agreement;
(c) (i) by Buyers, if satisfaction of any of the conditions in Article VIII is or becomes impossible (other than through the failure of Buyers to comply with their obligations under this Agreement) and Buyers have not waived such condition on or before the Closing Date; or (ii) by Sellers, if satisfaction of any of the conditions in Article IX is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date;
(d) by mutual written consent of Buyers and Sellers; or
(e) by either Buyers or Sellers, if:
(i) the Closing has not occurred (other than by any party seeking to terminate this Agreement, whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such time) on or before June 7, 2015 or such later date as the parties ...
Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event:
(a) Originator shall fail (i) (A) during a Level One Enhancement Period, to make any payment or deposit required hereunder when due and such failure shall continue for two (2) Business Days, and (B) during a Level Two Enhancement Period or a Level Three Enhancement Period, to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 5.1(b) through (f) or any other Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business Days or a “Servicer Default” shall occur under (and as such term is defined in) either(19) Servicing Agreement.
(b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed made.
(i) Failure of Originator to pay any Indebtedness when due in excess of $25,000,000 and such failure shall continue after any applicable grace period; or (ii) the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of such Indebtedness shall have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is no longer continuing; or (iii) any such Indebtedness of Originator 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; or (iv) any Indenture Event of Default shall occur.
(i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its...
Termination Events. The following Termination Events will apply to the parties as specified below: Section 5(b)(i) (Illegality) will apply to Party A and Party B. Section 5(b)(ii) (Tax Event) will apply to Party A and Party B. Section 5(b)(iii) (Tax Event upon Merger) will apply to Party A and Party B. Section 5(b)(iv) (Credit Event upon Merger) will not apply to Party A or Party B.
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. Except as otherwise provided in Section 3.01(b) below, the Forbearance Period shall automatically terminate immediately upon prior written notice (including via email among counsel) from the Agent or the Required Supporting Lenders to the Borrower of the occurrence of any of the following events (each, a “Termination Event”):
(a) the failure of any Loan Party to comply with any term, condition, or covenant set forth in this Agreement;
(b) other than the Specified Default, there occurs either any Event of Default or Default under the Credit Agreement that is not cured within five (5) Business Days after the Borrower’s receipt of written notice from the Agent or the Required Supporting Lenders; provided that the Forbearance Period shall automatically terminate without notice immediately upon the occurrence of an Event of Default under Section 8.01(g) or 8.01(h) of the Credit Agreement; provided, however, it is agreed that the entry into this Agreement and any filings or other statements related thereto shall not be the occurrence of an event described in Section 8.01(g)(ii) of the Credit Agreement and therefore shall not terminate the Forbearance Period;
(c) the Borrower, in writing (including via email among counsel), notifies any Supporting Lender or its representatives that it is terminating discussions with the Supporting Lenders regarding a Potential Transaction;
(d) any representation or warranty made by any Loan Party contained in this Agreement or in any certificate, document or financial or other statement furnished by the Borrower or any other Loan Party at any time under or in connection with this Agreement shall be incorrect in any material respect as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall have been untrue or incorrect in any material respect as of such earlier date; provided, that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall fail to be true and correct (after giving effect to any qualification therein) in all respects;
(e) the commencement of any action, suit, litigation, investigation or other proceeding against the Agent or any Supporting Lender by any Loan Party or any of its Affiliates asserting claims relating in any way to the Credit Agreement, the other Credit Documents or this Agreement;
(f) any transaction or payment by any Loan Party or Restricted ...
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. 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. 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.