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 Representatives' absolute discretion, without liability on the part of any Underwriter to the Company, or the Operating Partnership Entities by notice to the Company and the Operating Partnership, Partnership Entities, 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... Class A Common Stock 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 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 36 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 Entities and its their counsel by telegraph, telecopy facsimile 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 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 termination 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, in any Preliminary Prospectus, (i) the names of the Underwriters appearing on the front and back cover pages, (ii) the names of the Underwriters appearing in the table in the first paragraph under the caption "Underwriting," and (iii) the language in the sections captioned "Commissions and Discounts," "Price Stabilization, Short Positions and Penalty Bids" and "Electronic Distribution" under the caption "Underwriting", 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(e), 6(g) and 8 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 Company by notice to the Company and the Operating Partnership, Company, if prior to the Closing Date or in 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 Representative's sole judgment, (i) trading in of any securities ...of the Company's Class A Common Stock Company 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) authority,(iii) 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 judgment, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (iv) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) (v) 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 Notes or to enforce contracts for the sale of the Shares. Notes. 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. 26 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 Notes and (ii) the list of Underwriters and their respective participation in the sale of the Notes under the caption "Underwriting," 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 Representatives' 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 the Representatives' sole judgment, (i) trading in the Company's Cla...ss A Common Stock 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) 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 Representatives' judgment, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iv) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) (v) 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. 31 15. Information Furnished by the Underwriters. Each of the Company and the Operating Company 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 sentences related to concessions and reallowances under the caption "Underwriting—Commissions and Discounts," and the 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 Representatives 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 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 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 (iv) review, with possible negative implications, its rating of any of the Company's debt securities, 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 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 telephone or telephone electronic mail and shall be subsequently confirmed by letter. -27- 13. Information Furnished by the Underwriters. The Company acknowledges that the "Stabilization" and "Passive Market Making" under the caption "Underwriting" in any Preliminary Prospectus and the Prospectus, constitute or will 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(a), 6(b) 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, Partnership or the Operating Partnership Selling Unitholders 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 Partnershi...p's Common Stock Units shall have 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 35 "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. 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 Company by notice to the Company and the Operating Partnership, Company, if prior to the Closing Date or in 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 Representative's sole judgment, (i) trading in of any securities ...of the Company's Class A Common Stock Company 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) authority,(iii) 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 judgment, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (iv) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) (v) 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 Notes or to enforce contracts for the sale of the Shares. Notes. 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. 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 New York Stock Exchange 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, 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. -28- 13. Information Furnished by the Underwriters. The Company acknowledges that the fourth paragraph and the paragraphs under the subheadings "Stabilization" and "Notice to Non-U.S. Investors" under the caption "Underwriting" in any Preliminary 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 6.1(a), 6.1(b) 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, Nasdaq, (ii) trading in securities generally on the NYSE New York Stock Exchange or NASDAQ the 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. 13. Information Furnished by the Underwriters. The Company acknowledges that (i) the paragraph immediately following footnote 1 on the cover page of the Registration Statement and (ii) the first, third, and fourth bullet points under the caption "Underwriting" in any Preliminary Prospectus (the "Furnished Information"), 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(a), 6(b) 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) trading in the Company's Class A Partnership's Common Stock Units shall have be...en suspended by the Commission or the NYSE, (ii) 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) 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 Partnership's debt securities, if any, 32 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 (iv) review, with possible negative implications, its rating of any of the Company's debt securities, if any, 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 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. View More
