Termination, Rescission Clause Samples

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the ...

Termination, Rescission. 20.1 The Principal can cancel the agreement unilaterally at any time, provided that it compensates the Contractor for what has already been delivered or performed properly and for the cancellation costs demonstrated by the Contractor. No compensation shall be paid for loss of profit. 20.2 If the Contractor seriously fails to fulfil its contractual obligations, the Principal can dissolve this agreement and all orders in hand and/or placed ipso jure by registered letter, without prejudice to its right to compensation. Serious shortcomings are considered to be, for example but not exclusively, repeated failure to comply with the warranty obligation, failure to comply with the safety provisions or the ESG Standards, failure to pay its social, tax or salary debts, not (or no longer) being in possession of the required permits or approvals, using staff which do not (or no longer) possess the required autorisations, permits or approvals, events which undermine the creditworthiness of the Contractor (e.g. bankruptcy) or which make the successful performance of the works uncertain. 20.3 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Principal in the event of termination of the contract by the Principal. These requirements apply likewise in the event of rescission.

Termination, Rescission. 16.1 Unless the contrary has been agreed upon between the parties, the Company may ordinarily terminate the contract in 16.2 Each contracting party is entitled to terminate the agreement for good cause, provided the respective statutory requirements for this are met, such as for continuing obligations as per § 314 BGB or services within the scope of work contracts as per § 648a BGB. A good cause for termination by the Company also exists when: 16.3 In cases of termination for good cause as per No. 16.2, the services verifiably performed by the Contractor in line with the contract up to the time of the cancellation shall be remunerated upon submission of the relevant receipts. Payments already made by the Company shall be offset against the payment or refunded in cases of overpayment. The Company´s further statutory rights and claims in particular with regard to damage compensation, shall remain unaffected. 16.4 In case the contract is terminated, the Contractor shall immediately furnish the Company forthwith the models, samples, drawings, data, materials and other documents prepared for the Company in executing the contract and grant to him the rights of use thereto as stated in paragraph 17. 16.5 In case the contract is terminated, the Company will inform the Contractor if and to what extent services not yet completed shall be completed by Contractor. The terms and conditions of the respective contract shall apply to the completion of such outstanding services. 16.6 In case the contract is terminated, the Company shall compensate Contractor equitably the prorated remuneration for the part of the services actually performed up to the date of termination and documented and proven by Contractor to be in accordance with the contract. 16.7 Each party shall immediately inform the other party about any necessary expected postponements of training services. If the Company is responsible for the postponement and if a new date is agreed for the training performance, the special terms for the termination of contracts for the provision of training services defined in Section 16.6, Paragraphs 2 and 3 shall apply. 16.8 The cancellation or other termination of the contract shall not affect the rights of the Company according to Section 11 (IPR infringement), Section 17 (Rights of Use), Section 18 (Documents, Confidentiality) and Sections 19.3 and 19.4.

Termination, Rescission. 17.1. If the Company is entitled to a right of rescission from this contract and if upholding other contracts concluded with the Contractor (e.g. software maintenance contracts in accordance with clause 11) proves unreasonable for the Principle for the same good cause, the Company may also terminate other contracts existing at the time of termination or may terminate contracts not completed against payment of pro-rata compensation for services already rendered. In the above case, the Contractor is not entitled to any further claims for damages, reimbursement of expenses or remuneration. 17.2. If the Contractor has acquired from the Company any documents, records, plans or drawings within the scope of or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Company in the event of termination of the contract by the Company. These requirements apply likewise in the event of rescission.

Termination, Rescission. 16.1 The Principal’s right to ordinary termination of the contract with notice or to rescission from the contract shall follow statutory provisions, unless set forth otherwise in the individual contract. 16.2 Each contracting party is entitled to terminate the agreement for good cause, provided the respective statutory requirements for this are met. A good cause for termination by the Principal is given in particular if: 16.3 In cases of termination for good cause as per Clause 16.2, the services verifiably performed by the Contractor in line with the contract up to the time of the cancellation shall be remunerated upon submission of the relevant receipts. Payments already made by the Principal shall be offset against the payment or refunded in cases of overpayment. The Principal’s further statutory rights and claims, in particular with regard to damage compensation, shall remain unaffected. 16.4 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of the contractual collaboration or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Principal in the event of termination of the contract by a party to the contract. These requirements apply likewise in the event of rescission.

Termination, Rescission. 16.1 Unless the contrary has been agreed upon between the parties, the Principal may terminate the contract in whole or in part with a notice period of one (1) month to the end of the month without giving any reason. Principal may terminate contracts (call-off, single order, framework agreement) concerning the provision of services at any time up to the completion of the relevant service. 16.2 The Contract may be terminated without notice for good cause. Grounds for good cause shall, in particular but without limitation, include: 16.3 In case the contract is terminated, the Contractor shall immediately furnish the Principal forthwith the models, samples, drawings, data, materials and other documents prepared for the Principal in executing the contract and grant to him the rights of use thereto as stated in paragraph 17. 16.4 In case the contract is terminated, the Principal will inform the Contractor if and to what extent services not yet completed shall be completed by Contractor. The terms and conditions of the respective contract shall apply to the completion of such outstanding services. 16.5 In case the contract is terminated, the Principal shall compensate Contractor equitably the prorated remuneration for the part of the services actually performed up to the date of termination and documented and proven by Contractor to be in accordance with the contract. In case the contract is terminated due to a significant breach of the Contractor’s duty, the Contractor shall be entitled to payment only in respect of the actual value of that proportion of the service performed by Contractor up to termination of the contract and to the extent that such proportion is of benefit to the Principal. In the event the contract is terminated in accordance with this Section 16, Contractor shall not be entitled to any other payment, compensation for damages or reimbursement of expenses. 16.6 The cancellation or other termination of the contract shall not affect the rights of the Principal according to Section 11 (IPR infringement), Section 17 (Rights of Use), Section 18 (Documents, Confidentiality) and Sections 19.3 and 19.4.

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Shares abandoned at any time prior to the Closing by either the Company or the Purchaser upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the absence of a breach of this Agreement, upon a termination in accordance with this Section, the Company and the Purchaser shall not have any further obligation or liability (including arising from such termination) to the others. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

Termination, Rescission. 17.1 In case of a contract for the performance of a continuing obligation such contract may be terminated without notice for good cause. Grounds for good cause shall also include: 17.2 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of the contractual collaboration or for the purposes of fulfilling the contract the Contractor must forthwith hand them over to the Principal in the event of termination of the contract by a party to the contract. These requirements apply likewise in the event of rescission. 17.3 The Principal may terminate the contract for the performance of a continuing obligation at any time and without cause upon thirty (30) days written notice to Contractor without incurring any liability for compensation or indemnification to Contractor.

Termination, Rescission. 17.1 In case of a contract for the performance of a continuing ob- ligation such contract may be unilaterally terminated by the 17.2 Any contract may be unilaterally terminated by the Principal without notice in case of the following: a) Contractor is in default of any of its obligations her- eunder and such default is not remedied within a reasonable period of time defined by the Principal af- ter written complaint is received by Contractor; b) If the Contractor becomes bankrupt, is unable to pay its debts as they fall due, is subject to any threatened or ongoing insolvency or liquidation proceedings, or ceases to carry on business; or c) The purchase or use of the goods or the service is or will be either entirely or partly impermissible due to legal or official regulations; or d) Contractor (or its subcontractor(s)) is in breach of the standards described under clause 4.1 (e.g. relating to child labor, forced and compulsory labor). If the Principal terminates the order for just cause and if addi- tional existing contracts with the Contractor cannot be main- tained for the same grounds for just cause, the Principal is also entitled to terminate other contracts existing at the time of termination and contracts which have not yet been fulfilled on a pro-rata basis. In such events, the Contractor is not en- titled to any further claims for damages, reimbursement of ex- penses or remuneration. 17.3 Further rights legally provided to the Principal regarding ter- mination, termination for good cause and rescission from the contract shall remain unaffected by this clause 17. 17.4 In the event of contract termination, the Contractor must hand over any documents, records, plans or drawings acquired within the scope of the contract and / or for the purpose of fulfilling or due to the contract without further hesitation to the Principal. These requirements apply likewise in the event of rescission.