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. The following events shall be Termination Events (“Termination Events”) hereunder:
(a) a Servicer Default occurs and is continuing; or
(b) failure on the part of either Seller or any of the Originators to make any payment or deposit (including without limitation with respect to Collections) required by the terms of any Transaction Document on the day such payment or deposit is required to be made and the same continues unremedied for two Business Days; or
(c) the occurrence of an Insolvency Event relating to any of the Originators, either Seller, the Servicer or any Affiliate of any of the Originators which is a party to a Permitted Securitization Transaction; or
(d) either Seller shall become required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “40 Act”) or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 40 Act; or
(e) a regulatory, tax or accounting body has ordered that the activities of either Seller or any Affiliate of either Seller contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of either Seller contemplated hereby may reasonably be expected to cause such Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or
(f) there shall exist any event or occurrence that has caused a Material Adverse Effect; or
(g) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of either Seller or any of the Originators and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of either Seller or any of the Originators and such lien shall not have been released within five Business Days; or
(h) any Change-in-Control shall occur; or
(i) (i) unless otherwise cured pursuant to Section 2.4(b), any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of either Seller, any of the Originators or the Servicer,
(ii) either Seller, any of the Originators, the Servicer or any other party shall, directly or indir...
Termination Events. If the Early Termination Date results from a Termination Event:—
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. This Agreement may be terminated prior to the Closing:
(a) by mutual written consent of the Purchaser and Parent;
(b) by either the Purchaser or Parent if the Closing shall not have taken place by January 31, 2003; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure of the Closing to have taken place by such date is attributable to a failure on the part of such party or any affiliate of such party to perform any covenant in this Agreement required to be performed by such party or such affiliate at or prior to the Closing Date;
(c) by either the Purchaser or Parent if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions;
(d) by the Purchaser if (i) any of the Sellers' representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 6.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any of the Sellers' covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Sellers is curable by the Sellers and the Sellers cure such inaccuracy or breach within 10 days after receiving notice of such inaccuracy or breach, then the Purchaser may not terminate this Agreement under this Section 8.1(d) on account of such inaccuracy or breach, and provided, further, that in the event that at any time during the Pre-Closing Period Parent provides the Purchaser with a written notice (the "Parent Breach Notice") (i) stating that one or more representations and warranties of the Sellers contained in this Agreement and identified in such notice are or have become inaccurate, (ii) describ...
Termination Events. The statement below that a Termination Event will apply to a specific party means that upon the occurrence of such a Termination Event, if such specific party is the Affected Party with respect to a Tax Event, the Burdened Party with respect to a Tax Event Upon Merger (except as noted below) or the non-Affected Party with respect to a Credit Event Upon Merger, as the case may be, such specific party shall have the right to designate an Early Termination Date in accordance with Section 6 of this Agreement; conversely, the statement below that such an event will not apply to a specific party means that such party shall not have such right; provided, however, with respect to “Illegality” the statement that such event will apply to a specific party means that upon the occurrence of such a Termination Event with respect to such party, either party shall have the right to designate an Early Termination Date in accordance with Section 6 of this Agreement.
Termination Events. As soon as possible and in any event (i) within 30 days after the Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred, and (ii) within 10 days after the Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, the Credit Parties shall provide to the Administrative Agent a statement of an authorized officer of the Borrower describing such Termination Event and the action, if any, which the Borrower or any Affiliate of the Borrower proposes to take with respect thereto;
Termination Events. (a) Subject to Section 6(d) hereof, this Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the occurrence of any of the following (each, an “Automatic Termination Event”):
(i) the failure of the Company to consummate the Class A Preferred Offering and the Class B Exchange Offer by November 8, 2019; provided that, to the extent the Company has previously submitted the Offering Documents to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days (such date, as so extended if applicable, the “Expiration Date”);
(ii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture;
(iii) by the mutual written consent of the Company and the Requisite Noteholders;
(iv) the Company defaults on the payment of any amount due on or in respect of the Private Notes or the occurrence of any other Event of Default (as such term is defined in the Private Notes) thereunder; provided that PointArgentum may waive such Automatic Termination Event in its sole discretion; or
(v) if the Class A Preferred Offering and the Class B Exchange Offer are not consummated on or before December 31, 2019.
(b) Subject to Section 6(d) hereof, the Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Consenting Noteholder Termination Event”):
(i) the Company fails to comply with any of its agreements or covenants under the Interest Deferral Agreement or breaches any representation or warranty of the Company set forth in the Interest Deferral Agreement;
(ii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or before September 16, 2019;
(iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have been agreed to by the Company and each creditor under such Other Indebtedness on or before the consummation of the Recapitalization;
(iv) (A) the Company does not launch the Class ...
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. 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.