Termination Clause Example from Business Contracts

Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Financial or the Depositor to 15 comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Financial or the Depositor shall be unable to perform its obligations under this Agreement, Ally Financial and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable out-of-pocket expenses (...including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Financial and the Depositor) at any time prior to the Initial Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Financial and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Financial or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More