Termination for Material Adverse Change Clause Samples

Termination for Material Adverse Change. Each Party shall have the right, in its sole discretion, to terminate this Agreement prior to the Closing by written notice to the other Party if the other Party has undergone a Material Adverse Change.

Termination for Material Adverse Change. This Agreement may be terminated by Buyer at any time a Material Adverse Change occurs.

Termination for Material Adverse Change. ▇▇▇▇▇ shall have the right to terminate this Agreement, in whole or in part, upon thirty (30) days written notice, in the event there has been a Material Adverse Change in the financial condition of SAVVIS which affects the ability of SAVVIS to perform the Services. For this purpose, a “Material Adverse Change” will be deemed to occur if and only if, at the end of any two (2) consecutive quarters beginning with or after the fourth (4th) quarter of 2005, SAVVIS (i) does not have positive EBITDA; and (ii) either SAVVIS does not have positive operating cash flow or SAVVIS does not have cash balances above Twenty-Five Million Dollars ($25,000,000) (all as defined according to generally accepted accounting principles and/or reported in SAVVIS’ Form 10Q or Form 10K); except that a Material Adverse Change will not be deemed to have occurred in the event the circumstance set forth in (i) or (ii) is the result of an extraordinary circumstance such as a merger or acquisition. In the event of such termination, ▇▇▇▇▇ will pay a Termination Fee equal to the applicable CapEx amount as calculated pursuant to Schedule C.

Termination for Material Adverse Change. In the event that, in the commercially reasonable good faith judgment of Company, there has been a material adverse change in Company’s business or network of representatives due in whole or in substantial part to the provision of Money Transfer Services by Seller hereunder, then Company shall have the right to terminate this Agreement as to the Money Transfer Services only. Before electing such a termination, Company shall provide Seller with 180 days advance written notice of its intention to terminate including a description of the material adverse change. Seller shall then have the right to accept such notice of termination or object to the termination. If Seller objects to the termination, then Seller shall provide written notice of its objection and rationale no later than 30 days after its receipt of the notice of termination. Upon objection by the Seller, the matter shall be submitted to dispute resolution pursuant to the provisions of Section XVI hereof; provided, however, following a material adverse change termination hereunder by Company, Seller may engage a third party to provide money transfer services for the remainder of the current term of this Agreement. Within 30 days after any termination in accordance with this Section XIII, the parties shall conduct a final accounting to determine the final amounts due and owing between them for transactions completed prior to the termination date. All such amounts shall be paid immediately following such accounting. If the termination is for hardship or material adverse change in accordance with this Section XIII, then no further damages or other compensation shall be payable by either party. The provisions of this Agreement regarding (i) the return of Company’s equipment and other property, including Seller’s payment therefore, and (ii) each party’s indemnification rights under Section VI shall remain in effect subsequent to the termination of this Agreement.

Termination for Material Adverse Change in Successful Respondent’s Condition, as applicable. Without modifying the Parties' respective financial obligations set forth in Attachment 2.2 (Financial Responsibility Matrix), Successful Respondent shall bear the costs associated with compliance.

Termination for Material Adverse Change. 4.4.1 If, at any time before Completion, the Purchaser is or becomes aware of any fact, matter or circumstance and concludes that such fact, matter or circumstance would or would be reasonably likely to give rise to or result in a Material Adverse Change, then the Purchaser shall promptly notify the Principal Seller in writing of such fact, matter or circumstance, giving particulars, in reasonable detail, of the same. 4.4.2 If, at any time before Completion, a Seller is or becomes aware of any fact, matter or circumstance which in its reasonable opinion would or would be reasonably likely to give rise to or result in a Material Adverse Change, then such Seller shall promptly notify the Purchaser in writing of such fact, matter or circumstance, giving particulars, in reasonable detail, of the same. 4.4.3 If prior to Completion a Material Adverse Change occurs, the Purchaser may (in its sole and absolute discretion) terminate this Agreement with immediate effect by notice in writing to the Principal Seller, in which event (other than this Clause 4.4 and Clauses 1, 5.3.5, 12 and 13.5 to 13.24 which shall survive such termination) this Agreement shall terminate with immediate effect and the Material Adverse Change, the facts, matters and circumstances giving rise thereto and the termination resulting therefrom shall not give rise to any right to damages or compensation. 4.4.4 If, less than 10 Business Days before any proposed Completion Date, the Purchaser is notified of any fact, matter or circumstance pursuant to Clause 4.4.2 or otherwise becomes aware of any fact, matter or circumstance which in each case the Purchaser considers, in its reasonable opinion, may constitute, give rise to or indicate the occurrence of a Material Adverse Change, then the Purchaser may, by written notice to the Principal Seller, elect to defer Completion to a date not more than 4 Business Days from the proposed Completion Date (in which event the provisions of Clauses 4.4.3 and 6 shall apply to the deferred date of Completion with all necessary modifications) and each Seller shall, in the period up to the deferred date of Completion, promptly provide to the Purchaser such access and information as is in its possession and/or control and as is reasonably requested by the Purchaser to enable the Purchaser to assess whether such facts, matters and/or circumstances constitute, give rise to or otherwise indicate the occurrence of a Material Adverse Change.

Termination for Material Adverse Change. In the event cumulative adjustments to the Purchase Price pursuant to Article 3.4 equal ten percent (10%) or more of the Purchase Price, Seller may terminate this Agreement prior to the Closing by written notice to Purchaser.

Termination for Material Adverse Change. If, during the Term of this Agreement, either Party determines that business conditions have changed, or are likely to change, to such an extent that continuation of this Agreement would have a material adverse effect on such Party, or any of its affiliates, then that affected Party shall provide Notice to the other Party disclosing the material adverse change. Once Notice has been provided, the Parties agree to meet in good faith to modify the terms of this Agreement in an attempt to mitigate or eliminate such material adverse effect. If the parties cannot agree to any such modifications within thirty (30) days of such Notice, then the affected Party shall be entitled to terminate this Agreement without liability by providing the other Party with thirty (30) days prior written notice thereof.