Termination Amendment and Waiver Clause Example with 5 Variations from Business Contracts
This page contains Termination Amendment and Waiver clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination Amendment and Waiver. 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (with respect to Section 8.1(b) through Section 8.1(e), by written notice by the terminating party to the other party): (a) by the mutual written consent of Acquiror and Target; (b) by either Acquiror or Target if the Merger shall not have been consummated by the date that is 150 days following the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 8.1(b...) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date; (c) by either Acquiror or Target if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, unless the party relying on such order, decree or ruling or other action has not complied in all material respects with its obligations under this Agreement; (d) by Acquiror or Target, if there has been a breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach (i) causes the conditions set forth in Section 7.1 or 7.2 (in the case of termination by Acquiror) or Section 7.1 or 7.3 (in the case of termination by Target) not to be satisfied and (ii) shall not have been cured within ten (10) Business Days following receipt by the breaching party of written notice of such breach from the other party; or (e) by Acquiror, if there shall have occurred any Material Adverse Effect on Target or its Subsidiaries taken as a whole. 8.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, there shall be no liability or obligation on the part of Acquiror, Merger Sub or Target or their respective officers, directors, or stockholders, except to the extent that such termination results from the willful breach by a party of any of its representations, warranties or covenants set forth in this Agreement; provided, however, that the provisions of Sections 6.4, 6.5, 6.11 and 10 shall remain in full force and effect and survive any termination of this Agreement. 81 8.3 Amendment. Subject to the provisions of Applicable Law, prior to the Effective Time, the parties hereto may amend this Agreement only by authorized action at any time before or after the adoption of this Agreement by the Stockholders pursuant to an instrument in writing signed on behalf of each of the parties hereto (provided that after such adoption of this Agreement by the Stockholders, no amendment shall be made which by law requires further approval by the Stockholders without such further Stockholder approval). To the extent permitted by applicable legal requirements, from and after the Effective Time, Acquiror and the Securityholders' Agent may cause this Agreement to be amended only by execution of an instrument in writing signed on behalf of Acquiror and the Securityholders' Agent. 8.4 Extension; Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or duly authorized by all requisite corporate action, may, to the extent legally allowed: (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.View More
Variations of a "Termination Amendment and Waiver" Clause from Business Contracts
Termination Amendment and Waiver. 8.1 8.1. Termination. This Agreement may be terminated at any time prior to the Effective Time Closing (with respect to Section 8.1(b) through Section 8.1(e), 8.1(d), by written notice by the terminating party to the other party): (a) by the mutual written consent of Acquiror the Company and Target; the Majority Purchasers; (b) by either Acquiror the Company or Target the Majority Purchasers, if the Merger Closing shall not have been consummated by the date that is 150 days following the date of... this Agreement; December 31, 2019 ("Termination Date"); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger Closing to occur on or before such date; and provided, further, that neither the Company nor the Majority Purchasers shall terminate this Agreement under this Section 8.1(b) unless all other Purchase Agreements have been concurrently terminated; 9 (c) by the Purchaser (without the approval of the Majority Purchasers), if the Closing shall not have been consummated by the Termination Date; (d) by the Company if the number of Shares to be purchased at the Closing pursuant to this Agreement and all other Purchase Agreements is less than 10,000 in the aggregate; or (e) by either Acquiror the Company or Target the Majority Purchasers if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, transactions contemplated by this Agreement, unless the party relying on such order, decree or ruling or other action has not complied in all material respects with its obligations under this Agreement; (d) by Acquiror or Target, if there has been a breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach (i) causes the conditions set forth in Section 7.1 or 7.2 (in the case of termination by Acquiror) or Section 7.1 or 7.3 (in the case of termination by Target) not to be satisfied and (ii) shall not have been cured within ten (10) Business Days following receipt by the breaching party of written notice of such breach from the other party; or (e) by Acquiror, if there shall have occurred any Material Adverse Effect on Target or its Subsidiaries taken as a whole. 8.2 Agreement. 8.2. Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, (i) there shall be no liability or obligation on the part of Acquiror, Merger Sub the Purchaser or Target the Company, or their respective officers, directors, or stockholders, except to the extent that such termination results from the willful intentional or grossly negligent breach by a party of any of its representations, warranties or covenants set forth in this Agreement; provided, however, that the provisions of Sections 6.4, 6.5, 6.11 6.2(b), 12 and 10 13 shall remain in full force and effect and survive any termination of this Agreement. 81 8.3 Amendment. Subject to Agreement, and (ii) the provisions of Applicable Law, prior to Purchaser Representative and the Effective Time, Company shall cause the parties hereto may amend this Agreement only by authorized action at any time before or after the adoption of this Agreement by the Stockholders pursuant to an instrument in writing signed on behalf of each applicable portion of the parties hereto (provided that after such adoption of this Agreement by Escrow Property (as defined in the Stockholders, no amendment shall be made which by law requires further approval by the Stockholders without such further Stockholder approval). To the extent permitted by applicable legal requirements, from and after the Effective Time, Acquiror and the Securityholders' Agent may cause this Agreement Escrow Agreement) to be amended only by execution of an instrument disbursed in writing signed on behalf of Acquiror and accordance with the Securityholders' Agent. 8.4 Extension; Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or duly authorized by all requisite corporate action, may, to the extent legally allowed: (a) extend the time for the performance of any terms of the obligations or other acts of the other parties hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. Escrow Agreement. View More
Termination Amendment and Waiver. 8.1 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time Closing (with respect to Section 8.1(b) 9.1(b) through Section 8.1(e), 9.1(e), by written notice by the terminating party to the other party): (a) by the mutual written consent of Acquiror Purchaser and Target; the Company (at the direction of the Shareholders holding a majority in interest of the issued and outstanding Japanese Shares); (b) by either Acquiror Purchaser or Target the Company (at the dir...ection of the Kita Shareholders, together) if the Merger Closing shall not have been consummated by the date that is 150 days following the date of this Agreement; occurred before 4:59 PM, Tokyo, Japan time on March 31, 2017; provided, however, that the right to terminate this Agreement under this Section 8.1(b) 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger Closing to occur on or before such date; date. (c) by either Acquiror Purchaser or Target the Company (at the direction of the Shareholders holding a majority in interest of the issued and outstanding Japanese Shares) if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, Acquisition, unless the party relying on such order, decree or ruling or other action has not complied in all material respects with its obligations under this Agreement; 63 (d) by Acquiror Purchaser or Target, the Company (at the direction of the Shareholders holding a majority in interest of the issued and outstanding Japanese Shares), if there has been a breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach (i) causes the conditions set forth in Section 7.1 8.1 or 7.2 8.2 (in the case of termination by Acquiror) Purchaser) or Section 7.1 8.1 or 7.3 8.3 (in the case of termination by Target) the Company) not to be satisfied and (ii) shall not have been cured within ten (10) Business Days following receipt by the breaching party of written notice of such breach from the other party; or (e) by Acquiror, Purchaser, if there shall have occurred any change in the financial condition, properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of the Company, that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on Target or its Subsidiaries taken as a whole. 8.2 the Company. 9.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, 9.1, there shall be no liability or obligation on the part of Acquiror, Merger Sub or Target Purchaser, the Company, any of the Shareholders or their respective officers, directors, or stockholders, shareholders, except to the extent that such termination results from the willful breach by a party of any of its representations, warranties or covenants set forth in this Agreement; provided, however, that the provisions of Sections 6.4, 6.5, 6.11 7.2 (Confidentiality), 7.3 (Public Disclosure), 7.7 (Expenses) and 10 11 (General Provisions) shall remain in full force and effect and survive any termination of this Agreement. 81 8.3 9.3 Amendment. Subject to the provisions of Applicable Law, applicable legal requirements, prior to the Effective Time, Closing, the parties hereto may amend this Agreement only by authorized action at any time before or after the adoption of this Agreement by the Stockholders pursuant to an instrument in writing signed on behalf of each of Purchaser, the parties hereto (provided Company and the Shareholders; provided that from and after such adoption of this Agreement by the Stockholders, no amendment shall be made which by law requires further approval by the Stockholders without such further Stockholder approval). To Closing and to the extent permitted by applicable legal requirements, from and after the Effective Time, Acquiror and the Securityholders' Agent may cause Applicable Law, this Agreement to may be amended only by execution of an instrument in writing signed on behalf of Acquiror Purchaser and the Securityholders' Agent. 8.4 Kita Shareholders to the extent that such amendment does not affect Ellipsiz. 9.4 Extension; Waiver. At any time prior to the Effective Time, Closing, the parties hereto, by action taken or duly authorized by all requisite corporate action, may, to the extent legally allowed: (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. View More
Termination Amendment and Waiver. 8.1 8.01 Termination. This Agreement may be terminated at any time prior to the Effective Time (with respect to Section 8.1(b) through Section 8.1(e), by written notice by Time, whether before or after approval of the terminating party to the other party): shareholders of Target: (a) by the By mutual written consent of Acquiror the Boards of Directors of Parent and Target; Target. (b) by By either Acquiror Parent or Target Target, if (i) the Merger shall not have been consummated by the date tha...t is 150 75 days following the date mutual execution of this Agreement; Agreement (the "Termination Date"); (ii) the requisite consent of the shareholders of Target to approve this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby shall not be obtained; (iii) any governmental or regulatory body, the consent of which is a condition to the obligations of Parent, Merger Sub and Target to consummate the transactions contemplated hereby or by the Merger Agreement, shall have been unsuccessful; or (iv) any court of competent jurisdiction in the United States or any state shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the Merger and such order, judgment or decree shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 8.1(b) 8.01(b) shall not be available to any party whose willful failure to fulfill any material obligation under this Agreement has been the cause of of, or resulted in in, the failure of the Merger Effective Time to occur on or before such date; (c) by either Acquiror or Target if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, unless the party relying on such order, decree or ruling or other action has not complied in all material respects with its obligations under this Agreement; (d) by Acquiror or Target, if there has been a breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach (i) causes the conditions set forth in Section 7.1 or 7.2 (in the case of termination by Acquiror) or Section 7.1 or 7.3 (in the case of termination by Target) not to be satisfied and (ii) shall not have been cured within ten (10) Business Days following receipt by the breaching party of written notice of such breach from the other party; or (e) by Acquiror, if there shall have occurred any Material Adverse Effect on Target or its Subsidiaries taken as a whole. 8.2 date. 8.02 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, 8.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Acquiror, either Parent, Merger Sub or Target or their respective officers, officers or directors, or stockholders, except to the extent that such termination results from the willful breach by a party of any of its representations, warranties or covenants set forth nothing in this Agreement; provided, however, that the provisions of Sections 6.4, 6.5, 6.11 and 10 Section 8.02 shall remain in full force and effect and survive relieve any termination party from liability for any breach of this Agreement. 81 8.3 8.03 Expenses. Unless otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated. 13 8.04 Amendment. Subject to This Agreement may be amended by the provisions parties hereto by action taken by or on behalf of Applicable Law, their respective Boards of Directors at any time prior to the Effective Time, the parties hereto Time. This Agreement may amend this Agreement only not be amended except by authorized action at any time before or after the adoption of this Agreement by the Stockholders pursuant to an instrument in writing signed on behalf of by each of the parties hereto (provided that after such adoption of this Agreement by the Stockholders, no amendment shall be made which by law requires further approval by the Stockholders without such further Stockholder approval). To the extent permitted by applicable legal requirements, from and after the Effective Time, Acquiror and the Securityholders' Agent may cause this Agreement to be amended only by execution of an instrument in writing signed on behalf of Acquiror and the Securityholders' Agent. 8.4 Extension; hereto. 8.05 Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or duly authorized by all requisite corporate action, may, to the extent legally allowed: any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto; hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written an instrument in writing signed on behalf of such party. by the party or parties to be bound thereby. View More
Termination Amendment and Waiver. 8.1 8.01 Termination. This Agreement may be terminated at any time prior to the Effective Time (with respect to Section 8.1(b) through Section 8.1(e), by written notice by Time, whether before or after approval of the terminating party to the other party): shareholders of Target: (a) by the By mutual written consent of Acquiror the Boards of Directors of Parent and Target; Target. (b) by By either Acquiror Parent or Target Target, if (i) the Merger shall not have been consummated by the date tha...t is 150 75 days following the date mutual execution of this Agreement; Agreement (the "Termination Date"); (ii) the requisite consent of the shareholders of Target to approve this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby shall not be obtained; (iii) any governmental or regulatory body, the consent of which is a condition to the obligations of Parent, Acquiror and Target to consummate the transactions contemplated hereby or by the Merger Agreement, shall have been unsuccessful; or (iv) any court of competent jurisdiction in the United States or any state shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the Merger and such order, judgment or decree shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 8.1(b) 8.01(b) shall not be available to any party whose willful failure to fulfill any material obligation under this Agreement has been the cause of of, or resulted in in, the failure of the Merger Effective Time to occur on or before such date; (c) by either Acquiror or Target if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, unless the party relying on such order, decree or ruling or other action has not complied in all material respects with its obligations under this Agreement; (d) by Acquiror or Target, if there has been a breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach (i) causes the conditions set forth in Section 7.1 or 7.2 (in the case of termination by Acquiror) or Section 7.1 or 7.3 (in the case of termination by Target) not to be satisfied and (ii) shall not have been cured within ten (10) Business Days following receipt by the breaching party of written notice of such breach from the other party; or (e) by Acquiror, if there shall have occurred any Material Adverse Effect on Target or its Subsidiaries taken as a whole. 8.2 date. 8.02 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, 8.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Acquiror, Merger Sub either Parent, Acquiror or Target or their respective officers, officers or directors, or stockholders, except to the extent that such termination results from the willful breach by a party of any of its representations, warranties or covenants set forth nothing in this Agreement; provided, however, that the provisions of Sections 6.4, 6.5, 6.11 and 10 Section 8.02 shall remain in full force and effect and survive relieve any termination party from liability for any breach of this Agreement. 81 8.3 8.03 Expenses. Unless otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated. 8.04 Amendment. Subject to This Agreement may be amended by the provisions parties hereto by action taken by or on behalf of Applicable Law, their respective Boards of Directors at any time prior to the Effective Time, the parties hereto Time. This Agreement may amend this Agreement only not be amended except by authorized action at any time before or after the adoption of this Agreement by the Stockholders pursuant to an instrument in writing signed on behalf of by each of the parties hereto (provided that after such adoption of this Agreement by the Stockholders, no amendment shall be made which by law requires further approval by the Stockholders without such further Stockholder approval). To the extent permitted by applicable legal requirements, from and after the Effective Time, Acquiror and the Securityholders' Agent may cause this Agreement to be amended only by execution of an instrument in writing signed on behalf of Acquiror and the Securityholders' Agent. 8.4 Extension; hereto. 8.05 Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or duly authorized by all requisite corporate action, may, to the extent legally allowed: any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto; hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written an instrument in writing signed on behalf of such party. by the party or parties to be bound thereby. View More
Termination Amendment and Waiver. 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time Closing (with respect to Section 8.1(b) through Section 8.1(e), 8.1(f), by written notice by the terminating party to the other party): (a) by the mutual written consent of Parent Acquiror and Target; Target Holdings; (b) by either Acquiror or Target if the Merger Closing shall not have been consummated by the date that is 150 days following the date of this Agreement; provided, however, that the right to t...erminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur occurred before 4:59 PM, Wilmington, Delaware time on or before such date; October 15, 2013 (the "End Date"). (c) by either Acquiror or Target if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, Acquisition, unless the party relying on such order, decree or ruling or other action seeking to terminate this Agreement pursuant to this Section 8.1(c) has not complied in all material respects with its obligations under this Agreement; (d) by Acquiror or Target, if there has been a breach of any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, which breach (i) causes the conditions set forth in Section 7.1 7.2(a) or 7.2 7.2(b) (in the case of termination by Acquiror) or Section 7.1 7.3(a) or 7.3 7.3(b) (in the case of termination by Target) not to be satisfied and (ii) shall not have been cured within ten (10) Business Days business days following receipt by the breaching party of written notice of such breach from the other party; or (e) by Acquiror, if there shall have occurred any event, change or effect that has had or would reasonably be expected to have a Material Adverse Effect on Target Target; or its Subsidiaries taken (f) by Acquiror, if the execution of the Executed Written Consent by each Required Stockholder shall not have been obtained within twenty four (24) hours following the execution and delivery of this Agreement. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as a whole. private or confidential. 61 8.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, there shall be no liability or obligation on the part of Acquiror, Merger Sub Acquiror or Target or their respective officers, directors, or stockholders, except to the extent that such termination results from the willful breach by a party of any of its representations, warranties or covenants set forth in this Agreement; provided, however, that the provisions of Sections 6.4, 6.5, 6.11 6.8 and 10 shall remain in full force and effect and survive any termination of this Agreement. 81 8.3 Amendment. Subject to the provisions of Applicable Law, prior to the Effective Time, Closing, the parties hereto may amend this Agreement only by authorized action at any time before or after the adoption of this Agreement by the Stockholders pursuant to an instrument in writing signed on behalf of each of the parties hereto (provided that after such adoption of this Agreement by the Stockholders, no amendment shall be made which by law requires further approval by the Stockholders without such further Stockholder approval). To the extent permitted by applicable legal requirements, Applicable Law, from and after the Effective Time, Closing, Acquiror and the Securityholders' Agent Target Holdings may cause this Agreement to be amended only by execution of an instrument in writing signed on behalf of Acquiror and the Securityholders' Agent. Target Holdings. 8.4 Extension; Waiver. At any time prior to the Effective Time, the The parties hereto, by action taken or duly authorized by all requisite corporate action, may, to the extent legally allowed: (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. View More
