Termination Option Clause Samples
A Termination Option clause grants one or both parties the right to end the contract before its natural expiration under specified conditions. Typically, this clause outlines the procedures for providing notice, any required advance warning period, and may specify if termination can occur for convenience or only for cause, such as a breach of contract. Its core practical function is to provide flexibility and manage risk by allowing parties to exit the agreement if circumstances change or if the relationship is no longer beneficial.
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Termination Option. Tenant shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the d...
Termination Option. For nominal consideration, the receipt of which Seller acknowledges, and ▇▇▇▇▇'s agreement to pay the Option Fee within the time required, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within
Termination Option. (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the Property, but in any case, no later than sixty (60) days following the date of such occurrence, Tenant will have the option to terminate this Lease by sending to Landlord a written notice (a “Termination Notice”) stating that Tenant desires to terminate this Lease, together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the date of such Termination Notice (including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination Trigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Notwithstanding the foregoing, if the Current FMV of the Property as of the date the Termination Trigger occurs is less than the Lease Commencement FMV, then Tenant will not have a right or option to terminate this Lease pursuant to this Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof.
(ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice is sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has no...
Termination Option. The Mortgages Trustee (as trustee for the Beneficiaries) and Funding may, upon a breach by the relevant Account Bank of its obligations under this Agreement, any Issuer Bank Account Agreement, the Funding Guaranteed Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the Cash Management Agreement, any Issuer Cash Management Agreement or the Servicing Agreement (for the avoidance of doubt, to the extent that the relevant Account Bank is party to the relevant agreement) by giving one month's prior written notice to the relevant Account Bank (with a copy to the Security Trustee), terminate the appointment of such Account Bank, provided that:
(a) such termination shall not be effective until a replacement financial institution or institutions (in each case (A) whose short-term, unsubordinated, unguaranteed and unsecured debt obligations are rated at least P-1 by Moody's, (B) whose unsubordinated, unguaranteed and unsecured debt obligations are rated at least A-1 short-term and A long-term (or, if such institution has no short-term rating from S&P, at least A+ long-term) by S&P and (C) whose short-term and long-term “Issuer Default Ratings” are at least F1 and A (respectively), by Fitch) shall have entered into an agreement in form and substance similar to this Agreement; and
(b) such termination would not adversely affect the then current ratings of the Rated Notes. The Cash Manager, the Mortgages Trustee and Funding shall use reasonable endeavours to agree such terms with such a replacement financial institution or institutions within 60 calendar days of the date of the notice. In the event of such termination the relevant Account Bank shall assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby and the Mortgages Trustee and Funding shall reimburse the relevant Account Bank for its reasonable costs and any amounts in respect of Irrecoverable VAT thereon (including reasonable costs and expenses) incurred during the period of, and until completion of, such transition. Account Bank A shall have no obligation to find a replacement financial institution and shall not be liable for any cost, expenses or fees of any person in respect of the appointment of any replacement financial institution.
Termination Option. For nominal consideration, the receipt of which Seller acknowledges, and ▇▇▇▇▇'s agreement to pay the Option Fee within the time required, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within days after the Effective Date of this contract (Option Period). Notices under this paragraph must be given by 5:00 p.m. (local time where the Property is located) by the date specified. If Buyer gives notice of termination within the time prescribed: (i) the Option Fee will not be refunded and escrow agent shall release any Option Fee remaining with escrow agent to Seller; and (ii) any ▇▇▇▇▇▇▇ money will be refunded to Buyer.
Termination Option. Tenant shall have a one-time right to terminate the Lease effective as of 11:59 p.m. on October 31, 2015 (the “Termination Date”), by providing Landlord written notice of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee (the “Termination Fee”) equal to the sum of (i) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.
Termination Option. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashion: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure or refusal to perform in any material fashion any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registe...
Termination Option. For nominal consideration, the receipt of w hich is hereby acknowledged by Seller, and ▇▇▇▇▇'s agreement to pay Seller $ (Option Fee) within 3 days after the Effective Date of this contract, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within days after the Effective Date of this contract (Option Period). Notices under this paragraph must be given by 5:00 p.m. (local time where the Property is located) by the date specified. If no dollar amount is stated as the Option Fee or if Buyer fails to pay the Option Fee to Seller within the time prescribed, this paragraph will not be a part of this contract and Buyer shall not have the unrestricted right to terminate this contract. If ▇▇▇▇▇ gives notice of termination within the time prescribed, the Option Fee will not be refunded; however, any ▇▇▇▇▇▇▇ money will be refunded to essence for this paragraph and strict compliance with the time for performance is required.
Termination Option. For nominal consideration, the receipt of which is hereby acknowledged by Seller, and ▇▇▇▇▇'s agreement to pay Seller $ (Option Fee) within 3 days after the effective date of this contract, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within days after the effective date of this contract (Option Period). Notices under this paragraph must be given by 5:00 p.m. (local time where the Property is located) by the date specified. If no dollar amount is stated as the Option Fee or if Buyer fails to pay the Option Fee to Seller within the time prescribed, this paragraph will not be a part of this contract and Buyer shall not have the unrestricted right to terminate this contract. If Buyer gives notice of termination within the time prescribed, the Option Fee will not be refunded; however, any ▇▇▇▇▇▇▇ money will be refunded to Buyer. The Option Fee ❑will ❑will not be credited to the Sales Price at closing. Time is of the essence for this paragraph and strict compliance with the time for performance is required.
Termination Option. For nominal consideration, the receipt of which is hereby acknowledged by Seller, and ▇▇▇▇▇'s agreement to pay Seller $ (Option Fee) within 2 days after the effective date of this contract, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within days after the effective date of this contract (Option Period). If no dollar amount is stated as the Option Fee or if Buyer fails to pay the Option Fee to Seller within the time prescribed, this paragraph will not be a part of this contract and Buyer shall not have the unrestricted right to terminate this contract. If Buyer gives notice of termination within the time prescribed, the Option Fee will not be refunded; however, any ▇▇▇▇▇▇▇ money will be refunded to Buyer. The Option Fee ❑will ❑will not be credited to the Sales Price at closing. Time is of the essence for this paragraph and strict compliance with the time for performance is required.