Termination of the Agreements Clause Samples

Termination of the Agreements. The Parties hereby agree that, effective and conditioned upon the Closing (as defined in the Selling Stockholder Purchase Agreement), each of the Investment Agreements and the Registration Rights Agreement shall be terminated in their entirety and shall be of no further force or effect, with no further action required by any party thereunder and the Parties will have no further rights, interests or obligations under any of the Investment Agreements or the Registration Rights Agreement. For the avoidance of doubt, notwithstanding any provision to the contrary set forth in the Investment Agreements or the Registration Rights Agreement, all (i) representations made by the Company in such agreements; (ii) all obligations of the Company to indemnify any Person pursuant to any such agreements; and (iii) any other obligations of the Company pursuant to any of the Investment Agreements or the Registration Rights Agreement shall be terminated and of no further effect upon the Closing (as defined in the Selling Stockholder Purchase Agreement).

Termination of the Agreements. At the time of the Merger and upon the conversion, directly or indirectly, of all of the Series D Shares into capital stock of JFAX and, if applicable, warrants to acquire shares of the capital stock of JFAX as set forth in Section 4(p) of the Series D Exchange Agreement and the exchange of the Series A Warrants for the New JFAX Warrants in accordance with the terms of this Agreement, the Series A Purchase Agreement, the Series A Registration Rights Agreement, the Exchange Agreement and the Series D Exchange Agreement (except for Section 4(r) thereof) will terminate.

Termination of the Agreements. (a) Except as provided in section 1(b), effective as of the date of this agreement (the "Termination Date"), each of the Agreements shall be terminated and shall be of no continuing force or effect, and the rights and obligations of Orphan and Chronimed under each of the Agreements shall become null and void. The cystadane agreement, dated October 11, 1996, between Orphan and Chronimed (the "Cystadane Agreement") shall not be regarded as one of the Agreements and shall continue in full force and effect after the Termination Date. (b) The confidentiality provisions set forth in section 6.3 of the Distribution Agreement shall remain in full force and effect from and after the Termination Date. (c) On or before the Termination Date, Chronimed shall execute and deliver to Orphan such termination statements and other documents as shall be reasonably necessary to terminate all security interests which were granted to Chronimed under the Security Agreement to secure the performance of Orphan under the Distribution Agreement.

Termination of the Agreements. As of the Closing Date and upon Closing, each of the members of the MC Group and of the RCN Group, hereby expressly, irrevocably and unconditionally agree to terminate and leave without any further legal effect, each of the MC-RCN Corporate Agreements, including any other agreement, contract or understanding related to the foregoing other than the Stock Purchase Agreement and this Settlement Agreement.

Termination of the Agreements. The Company and the Executive each acknowledge and agree that the Executive’s employment with the Company and its Affiliates shall terminate as of the Termination Date, and that the Agreements shall terminate and be of no further force and effect as of the Termination Date. For purposes of this Agreement, the term “Affiliate” includes all of the Company’s direct and indirect subsidiaries and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company. Notwithstanding anything in this Section 2 to the contrary, this Agreement shall not terminate any indemnification rights the Executive may have as a former officer or director of the Company or its Affiliates under the Company’s Articles of Incorporation or Bylaws, or effect any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its Affiliates in accordance with the terms of such policy (collectively, “Indemnification Rights and D&O Insurance Benefits”).

Termination of the Agreements. Each of the parties agree that at or prior to the Closing Date, the Merger Agreement, the Escrow Agreement, the Registration Rights Agreement, the Non-Compete Agreements, and the Employment Agreements will be terminated and that a termination and release agreement with respect to each of such agreements will be executed, substantially in the forms attached hereto as EXHIBIT A (Merger Agreement), EXHIBIT B (Escrow Agreement), EXHIBIT C (Registration Rights Agreement), EXHIBIT D (Non-Compete Agreement) and EXHIBIT E (Employment Agreement).

Termination of the Agreements. The purpose and effect of the transactions contemplated by this Agreement will be to irrevocably terminate and cancel the CJV Agreement, the Launchco CJV Agreement, the joint ventures and joint ownership and other arrangements and agreements entered into in furtherance of the CJV Agreement or the Launchco CJV Agreement, as a result of which, notwithstanding any provision (including, but not limited to, any survival provisions of such agreements) of the CJV Agreement, the Launchco CJV Agreement or any other agreement to the contrary, and except as set forth in this Agreement or in any agreement listed on Schedule II.3, all rights and obligations of each of McDermott, Heerema, the Joint Venture Companies and their respective Affiliates under the CJV Agreement, the Launchco CJV Agreement, each such joint venture, joint ownership or other arrangement or agreement shall irrevocably terminate and no such rights and obligations shall survive the Closing. Heerema, on behalf of itself, its Affiliates and the Joint Venture Companies, further agrees and acknowledges that (a) none of Heerema, its Affiliates or the Joint Venture Companies will have any claim against McDermott or any of its Affiliates and (b) neither McDermott nor any of its Affiliates has or will have any liability or obligation, in the case of each of clause (a) or (b), under, arising out of or related to the agreements listed on Schedule II.3. McDermott, on behalf of itself, its Affiliates or the Joint Venture Companies, acknowledges that (c) none of McDermott, its Affiliates or the Joint Venture Companies will have any claim against Heerema, its Affiliates or any of the Joint Venture Companies and (d) neither Heerema, its Affiliates nor any of the Joint Venture Comapnies has or will have any liability or obligation, in the case of each of clause (c) or (d) under, arising out of or related to the agreements listed on Schedule II.3.

Termination of the Agreements. 7.1 Schedule A of this General Agreement may be terminated at any time by the agreement of the Chief Constables with the approval of their Police Authority. 7.2 Schedule B of this General Agreement may be terminated at any time by the agreement of the Police Authorities subject to consultation with the Chief Constables unless it involves staff or officers under his/her direction and control in which case it requires the Chief Constables’ approval. 7.3 The General Agreement may be terminated by the joint agreement of the Chief Constables and the Authorities in accordance with the provisions of this Agreement. 7.4 The General Agreement, Schedule A and Schedule B may be terminated by any Chief Constable or Authority by giving 12 months written notice to all the other relevant Parties in writing, provided that: (i) No such notice shall be given without prior consultation with the other Parties. (ii) No such notice shall be given so as to terminate the General Agreement prior to 30 September 2011. (iii) The date specified in the notice must be the last day of a calendar month. (iv) The notice is to be served on Police Authority Chief Executives and Chief Constables. 7.5 The termination of the General Agreement will have the effect of terminating the Schedules A and B. The termination or variation of Schedule A and/or B will not act as a termination of the General Agreement unless agreed by the parties. 7.6 Where any of the Parties agree to terminate the General Agreement, Schedule A or Schedule B under sections 7.1, 7.2 or 7.3 above, the date of termination and the exit strategy will be agreed by the Chief Constables and the Authorities. 7.7 Where the any of the Agreements are terminated by agreement each Authority will be liable to honour its share of any contractual obligations entered into as part of the Agreements and/or the operation of the Service. 7.8 Where the General Agreement, Schedule A or Schedule B is terminated under section 7.4 above, the Party terminating will be liable for all the costs and liabilities associated with the termination of the General Agreement including, but not limited to, costs arising from the application of employment law (but not including the establishment of any replacement service) and its share of any contractual obligations entered into as part of the Agreements and/or the operation of the Services. 7.9 The PFCA or PACA may be terminated by notice given by the Secretary of State in accordance with s23H of the Act.

Termination of the Agreements. The City and LLC expressly acknowledge and agree that the DA is hereby terminated. The City and TNTC expressly acknowledge and agree that the Naming Rights Agreement is hereby terminated. All Parties acknowledge that it is their individual responsibility to execute and return to the City this Agreement and the appropriate Exhibits, and that it is the City’s responsibility to record the executed Exhibits.