Termination of Agreement Clause Example with 51 Variations from Business Contracts
This page contains Termination of Agreement 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 of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership by notice to the Company and the Operating Partnership, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, in your sole judgment, (i) trading in the Company's Class A Common Stock shall have been suspended by the Commissi...on or the NYSE, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares. Notice of such cancellation shall be promptly given to the Company and its counsel by telegraph, telecopy or telephone and shall be subsequently confirmed by letter.View More
Variations of a "Termination of Agreement" Clause from Business Contracts
Termination of Agreement. This Agreement shall be subject to termination in your the Representative's absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership by notice to the Company and the Operating Partnership, Company, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, in your the Representative's sole judgment, judgment: (i) trading in the Company's C...lass A Common Stock shall have been suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE, NYSE American LLC or NASDAQ the Nasdaq Global Market has been suspended, materially limited (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been suspended or materially limited, or minimum fixed, or maximum ranges for prices shall for securities have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally required, by any such exchange or FINRA or Nasdaq or by order of the Commission or any court or any other governmental authority, authority; (ii) there has been since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Material Adverse Effect, in each case the effect of which is such as to make it, in the Representative's sole judgment, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares; (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your the Representative's sole judgment, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares. Shares; (v) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Exchange Act, if applicable; (vi) any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated, which, in the Representative's sole judgment, has or will have a Material Adverse Effect on the business or operations of the Company; or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the Representative's sole judgment, has or will have a Material Adverse Effect on the securities markets in the United States. Notice of such cancellation shall be promptly given to the Company and its counsel by telegraph, telecopy email or telephone and shall be subsequently confirmed by letter. 35 15. Information Furnished by the Underwriters. Each of the Company and the Operating Partnership acknowledges that (i) the paragraph on the cover page regarding the delivery of the Shares, (ii) the list of Underwriters and their respective participation in the sale of the Shares under the caption "Underwriting," (iii) the first paragraph under the caption "Underwriting—Underwriting Discounts and Expenses," and (iv) the second, third and fourth paragraphs under the caption "Underwriting—Price Stabilization, Short Positions and Penalty Bids" in the most recent Preliminary Prospectus and the Prospectus constitute the only information furnished by or on behalf of the Underwriters through the Representative or on their behalf as such information is referred to in Sections 7 and 10 hereof. View More
Termination of Agreement. This Agreement shall be subject to termination in your the Representative's absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership Partnership, by notice to the Company and the Operating Partnership, if prior to the Closing Initial Delivery Date or the Additional Closing any Option Shares Delivery Date (if different from the Closing Initial Delivery Date and then only as 36 to the Additional Option Shares), as the case may be, in your s...ole judgment, (i) trading in the Company's Class A Common Stock Shares shall have been suspended by the Commission or the NYSE, (ii) NYSE or trading in securities generally on the New York Stock Exchange, the NYSE MKT LLC or NASDAQ the Nasdaq National Market shall have been suspended or materially limited, limited or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) established; (ii) a general banking moratorium on commercial banking activities shall have been declared either by either federal or New York State or Texas state authorities or (iv) a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred; or (iii) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism, declaration by the United States of a national emergency or war, or other international calamity or domestic calamity, crisis or any change in political, financial financial, political or economic conditions in the United States or other material event elsewhere, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable the sole judgment of the Underwriters, impractical or inadvisable to market proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any amendment or to enforce contracts for the sale of the Shares. supplement thereto). Notice of such cancellation shall termination may be promptly given to the Company and its counsel Partnership by telegraph, telegram, telecopy or telephone and shall be subsequently confirmed by letter. View More
Termination of Agreement. This Agreement shall be subject to termination in your the Representatives' absolute discretion, without liability on the part of any Underwriter Underwriters to the Company, Selling Shareholder or the Operating Partnership Partnership, by notice to the Company Selling Shareholder and the Operating Partnership, if prior to the Closing Initial Delivery Date or the any Additional Closing Shares Delivery Date (if different from the Closing Initial Delivery Date and then only as to the Additional Sh...ares), as the case may be, in your sole judgment, (i) trading in the Company's Class A Common Stock Shares or the common units representing limited partner interests in PAA shall have been suspended by the Commission or the NYSE, (ii) NYSE or trading in securities generally on the NYSE New York Stock Exchange, the American Stock Exchange or NASDAQ the Nasdaq National Market shall have been suspended or materially limited, limited or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) established; (ii) a general banking moratorium on commercial banking activities shall have been declared either by either federal or New York State or Texas state authorities or (iv) a material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (iii) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism, declaration by the United States of a national emergency or war, or other international calamity or domestic calamity, crisis or any change in political, financial financial, political or economic conditions in the United States or other material event elsewhere, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable the judgment of the Representatives, impractical or inadvisable to market proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any amendment or to enforce contracts for the sale of the Shares. supplement thereto). Notice of such cancellation shall termination may be promptly given to the Company and its counsel Partnership by telegraph, telegram, telecopy or telephone and shall be subsequently confirmed by letter. View More
Termination of Agreement. This Agreement shall be subject to termination in your the Representatives' absolute discretion, without liability on the part of any Underwriter to either of the Company, Enbridge Entities or the Operating Partnership by notice to the Company and the Operating Partnership, Enbridge if at or prior to the Closing Date or the Additional any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, be; (i) there has been, since the Appli...cable Time, the time of execution of this Agreement or since the respective dates as of which information is given in your sole judgment, (i) the Pricing Disclosure Package and the Final Prospectus, any material adverse change in the financial position, results of operations, business or prospects of the Partnership, the Company and the Operating Subsidiaries (taken as a whole), whether or not arising in the ordinary course of business; (ii) trading in the Company's Class A Common Stock shall have been suspended by Units of the Commission Partnership or the NYSE, (ii) Shares in the Company shall be suspended or subject to any restriction or limitation not in effect on the date of this Agreement; (iii) trading in securities generally on the NYSE, the NYSE Amex Equities or NASDAQ The Nasdaq Stock Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) limited; (iv) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York State state authorities or (iv) there shall have been a material disruption in commercial banking or securities settlement or clearance services in the United States; or (v) there shall have occurred any material adverse change in the financial markets in the United States or Canada, any outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other international or domestic calamity, crisis 40 or change in political, financial or economic conditions or other material event conditions, the effect of which on the financial markets of the United States is such as to make it, in your the Representatives' judgment, impracticable or inadvisable to market commence or continue the offering or delivery of the Offered Shares on the terms and in the manner contemplated by the Registration Statement, the Pricing Disclosure Package and as set forth on the cover page of the Final Prospectus or to enforce contracts for the sale resale of the Shares. Offered Shares by the Underwriters. Notice of such cancellation termination shall be promptly given to the Company and its counsel to Enbridge by telegraph, telecopy or telephone and shall be subsequently confirmed by letter. View More
Termination of Agreement. This Agreement shall be subject to termination in your the Representatives' absolute discretion, without liability on the part of any Underwriter to either of the Company, Enbridge Entities or the Operating Partnership by notice to the Company and the Operating Partnership, Enbridge if at or prior to the Closing Date or the Additional any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, be; (i) there has been, since the Appli...cable Time, the time of execution of this Agreement or since the respective dates as of which information is given in your sole judgment, (i) the Pricing Disclosure Package and the Final Prospectus, any material adverse change in the financial position, results of operations, business or prospects of the Partnership, the Company and the Operating Subsidiaries (taken as a whole), whether or not arising in the ordinary course of business; (ii) trading in the Company's Class A Common Stock shall have been suspended by Units of the Commission Partnership or the NYSE, (ii) Shares in the Company shall be suspended or subject to any restriction or limitation not in effect on the date of this Agreement; (iii) trading in securities generally on the NYSE, the NYSE Amex Equities or NASDAQ The Nasdaq Stock Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) limited; (iv) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York State state authorities or (iv) there shall have been a material disruption in commercial banking or securities settlement or clearance services in the United States; or (v) there shall have occurred any material adverse change in the financial markets in the United States or Canada, any outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event conditions, the effect of which on the financial markets of the United States is such as to make it, in your the Representatives' judgment, impracticable or inadvisable to market commence or continue the offering or delivery of the Offered Shares on the terms and in the manner contemplated by the Registration Statement, the Pricing Disclosure Package and as set forth on the cover page of the Final Prospectus or to enforce contracts for the sale resale of the Shares. Offered Shares by the Underwriters. Notice of such cancellation termination shall be promptly given to the Company and its counsel to Enbridge by telegraph, telecopy or telephone and shall be subsequently confirmed by letter. View More
Termination of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership Company by notice to the Company and the Operating Partnership, Company, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, in your sole judgment, (i) trading in the Company's Class A Common Stock shall have been suspende...d by the Commission or the NYSE, NASDAQ, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities authorities, (iv) any downgrading shall have occurred in the rating accorded the Company's debt securities or (iv) outstanding preferred stock by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, (v) any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities or outstanding preferred stock or (vi) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares. Notice of such cancellation shall be promptly given to the Company and its counsel by telegraph, telecopy or telephone and shall be subsequently confirmed by letter. 13. Failure of One or More of the Selling Shareholders to Sell and Deliver the Shares. If one or more of the Selling Shareholders shall fail to sell and deliver to the Underwriters the Shares to be sold and delivered by such Selling Shareholders at the Closing Date pursuant to this Agreement, then the Underwriters may at their option, by written notice from the Representative to the Company and the Selling Shareholders, either (i) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Sections 7 and 8 hereof, the Company or the Selling Shareholders or (ii) purchase the Shares that the Company and other Selling Shareholders have agreed to sell and deliver in accordance with the terms hereof. If one or more of the Selling Shareholders shall fail to sell and deliver to the Underwriters the Shares to be sold and delivered by such Selling Shareholders pursuant to this Agreement at the Closing Date or Additional Closing Date, then the Underwriters shall have the right, by written notice from the Representative to the Company and the Selling Shareholders, to postpone the Closing Date or the Additional Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. View More
Termination of Agreement. This Agreement shall be subject to termination in your the Representatives' absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership Parties by notice to the Company and the Operating Partnership, Partnership Parties, if prior to the Closing Date or the an Additional Closing Date (if different from the Closing Date and then only as to the Additional Shares), Units), as the case may be, in your sole judgment, (i) trading in the Company's C...lass A Common Stock Units shall have been suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE or NASDAQ The Nasdaq Stock Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your the Representatives' judgment, impracticable or inadvisable to market or deliver the Shares Units as contemplated by the Prospectus (exclusive of any amendment or to enforce contracts for the sale of the Shares. supplement thereto). Notice of such cancellation termination shall be promptly given to the Company Partnership Parties and its their counsel by telegraph, telecopy facsimile, email or telephone and shall be subsequently confirmed by letter. View More
Termination of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership Parties by notice to the Company and the Operating Partnership, Partnership Parties, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Shares), Units), as the case may be, in your sole judgment, (i) trading in the Company's Class A Common Stock Part...nership's Units shall have been suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to market the Shares Units or to enforce contracts for the sale of the Shares. Units. Notice of such cancellation shall be promptly given to the Company Partnership Parties and its counsel by telegraph, telecopy or telephone and shall be subsequently confirmed by letter. 41 13. Information Furnished by the Underwriters. The Partnership Parties acknowledge that first sentence of the fourth paragraph, and the eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, eighteenth paragraph each under the caption "Underwriting" in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, constitute the only information furnished by or on behalf of the Underwriters through the Representatives or on the Representatives' behalf as such information is referred to in Sections 6(e), 6(f), 6(g), 6(h) and 8 hereof. View More
Termination of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership by notice to the Company and the Operating Partnership, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Shares), Units), as the case may be, in your sole judgment, (i) (a) trading in the Company's Class A Partnership's Common Stock Units shall hav...e been suspended by the Commission or the NYSE, (ii) (b) trading in securities generally on the NYSE or the NASDAQ Global Select Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) (c) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities authorities, (d) any downgrading shall have occurred in the rating accorded the Partnership's debt securities, if any, by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, (e) any such organization shall have publicly announced that it has under surveillance or (iv) review, with possible negative implications, its rating of any of the Partnership's debt securities, if any, or (f) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to market the Shares Units or to enforce contracts for the sale of the Shares. Units. Notice of such cancellation shall be promptly given to the Company Partnership and its counsel by telegraph, telecopy or telephone and shall be subsequently confirmed by letter. 13. Information Furnished by the Underwriters. The Partnership Parties acknowledge that the fifth and ninth paragraph under the caption "Underwriting" and the statements in the paragraph under the caption "Underwriting−Conflicts of Interest," in any Preliminary Prospectus and the Prospectus, constitute the only information furnished by or on behalf of the Underwriters through you or on your behalf as such information is referred to in Sections 6 and 8 hereof. View More
Termination of Agreement. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership Company by notice to the Company and the Operating Partnership, Company, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, in your sole judgment, (i) trading in the Company's Class A Common Stock shall have been suspende...d by the Commission or the NYSE, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares. Notice of such cancellation shall be promptly given to the Company and its counsel by telegraph, telecopy or telephone and shall be subsequently confirmed by letter. 13. Information Furnished by the Underwriters. The Company acknowledges that the expected delivery date of the Shares on the cover of the Prospectus, concession figures appearing in the [fifth] paragraph under the caption "Underwriting", the names of each of the Underwriters and the number of Shares being offered by each such Underwriter in the table immediately below the [first] paragraph under the caption "Underwriting," and the information contained in the subsection "Price Stabilization, Short Positions and Penalty Bids" under the caption "Underwriting" in any Prospectus, constitute the only information furnished by or on behalf of the Underwriters through you or on your behalf as such information is referred to in Sections 6(c), 6(d) and 8 hereof. View More
