Termination Clause Example with 4 Variations from Business Contracts
This page contains Termination 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. This Agreement may be terminated at any time prior to the Closing: (a)by the mutual written consent of the Company and Purchaser; (b)by Purchaser by written notice to the Company if: (i)none of Purchaser or Merger Sub is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the failure of any of the condit...ions specified in Article 5 and such breach, inaccuracy or failure has not been cured by the Company within ten days of the Company’s receipt of written notice of such breach from Purchaser; or (ii)any of the conditions set forth in Section 5.1 or Section 5.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; 49 (c)by the Company by written notice to Purchaser if: (i)the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Purchaser or Merger Sub pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser or Merger Sub within ten days of such party’s receipt of written notice of such breach from the Company; or (ii)any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by Purchaser or the Company if there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Body shall have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. 8.2Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a)as set forth in this Article 8, Section 4.2(b) and Article 9 hereof; and (b)that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.View More
Variations of a "Termination" Clause from Business Contracts
Termination. 13.01Termination. This Agreement may be terminated at any time prior to the Closing: (a)by the mutual written consent of the Company and Purchaser; (b)by (a) by Purchaser by written notice to the Company Stockholder if: (i)none of (i) Purchaser or Merger Sub is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in in, or failure to perform any representation, warranty, covenant covenant, or agreement made by the Company any Seller pursuant to t...his Agreement that would give rise to the failure of any of the conditions specified in Article 5 Section 12.01 and such breach, inaccuracy inaccuracy, or failure has not been cured by the Company Sellers within ten days of the Company’s Stockholder’s receipt of written notice of such breach from Purchaser; Purchaser or (ii)any (ii) any of the conditions set forth in Section 5.1 or Section 5.2 12.01 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, December 31, 2019, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements agreements, or conditions hereof to be performed or complied with by it prior to the Closing; 49 (c)by the Company by written notice to Purchaser if: (i)the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made (b) by Purchaser or Merger Sub pursuant to this Agreement in the event that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser or Merger Sub within ten days of such party’s receipt of written notice of such breach from the Company; or (ii)any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by Purchaser or the Company if (i) there shall be any law Law that makes consummation of the transactions contemplated by this Agreement Transactions illegal or otherwise prohibited or (ii) any Governmental Body shall Purchase AgreementPage 44 have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, Transactions and such Governmental Order shall have become final and non-appealable. 8.2Effect 13.02Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, Section 13.01 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party except: (a)as (a) as set forth in this Article 8, Section 4.2(b) 13 or in Section 14 hereof and Article 9 hereof; and (b)that (b) that nothing herein shall relieve any party hereto Party from liability for any willful breach of any provision hereof. hereof or fraud or intentional misrepresentation. View More
Termination. This Agreement may be terminated at any time prior to the Closing: (a)by the mutual written consent of the Company and Purchaser; (b)by Purchaser by written notice to the Company if: (i)none of Purchaser Purchaser, Merger Sub I or Merger Sub II is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the f...ailure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by the Company within ten days of the Company’s receipt of written notice of such breach from Purchaser; or (ii)any of the conditions set forth in Section 5.1 or Section 5.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, March 1, 2019, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; 49 53 (c)by the Company by written notice to Purchaser if: (i)the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Purchaser Purchaser, Merger Sub I or Merger Sub II pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser Purchaser, Merger Sub I or Merger Sub II within ten days of such party’s receipt of written notice of such breach from the Company; or (ii)any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, March 1, 2019, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by Purchaser or the Company if there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Body shall have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. 8.2Effect of Termination. Termination . In the event of the termination of this Agreement in accordance with this Article, Article 8, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a)as set forth in this Article 8, Section 4.2(b) and Article 9 hereof; and (b)that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. View More
Termination. This Agreement may be terminated at any time prior to the Closing: (a)by Closing:(a) by the mutual written consent of the Company and Purchaser; (b)by Purchaser;(b) by Purchaser by written notice to the Company if: (i)none if:(i) none of Purchaser Purchaser, Merger Sub I or Merger Sub II is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to ...this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by the Company within ten days of the Company’s receipt of written notice of such breach from Purchaser; or (ii)any or(ii) any of the conditions set forth in Section 5.1 or Section 5.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, May 30, 2020, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; 49 (c)by Closing;(c) by the Company by written notice to Purchaser if: (i)the if:(i) the Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Purchaser Purchaser, Merger Sub I or Merger Sub II pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article 5 and such breach, inaccuracy or failure has not been cured by Purchaser Purchaser, Merger Sub I or Merger Sub II within ten days of such party’s receipt of written notice of such breach from the Company; or (ii)any or(ii) any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, May 30, 2020, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by or(d) by Purchaser or the Company if there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Body shall have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. 8.2Effect 8.2 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, Article 8, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a)as except:(a) as set forth in this Article 8, Section 4.2(b) 8 and Article 9 Sections 4.2(b), 9.2, 9.3, 9.7(a), 9.7(b), 9.9, 9.12 and 9.16 hereof; and (b)that and(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. View More
Termination. This Agreement may be terminated at any time prior to the Closing: (a)by (a) by the mutual written consent of the Company and Purchaser; (b)by (b) by Purchaser by written notice to the Company if: (i)none (i) none of Purchaser or Merger Sub is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the failu...re of any of the conditions specified in Article 5 6 and such breach, inaccuracy or failure has not been cured by the Company within ten (10) days of the Company’s receipt of written notice of such breach from Purchaser; or (ii)any (ii) any of the conditions set forth in Section 5.1 6.1 or Section 5.2 6.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, September 30, 2022, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; 49 (c)by the 60 (c) by Company by written notice to Purchaser if: (i)the (i) Company is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Purchaser or Merger Sub pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article 5 6 and such breach, inaccuracy or failure has not been cured by Purchaser or Merger Sub within ten (10) days of such party’s receipt of written notice of such breach from the Company; or (ii)any (ii) any of the conditions set forth in Section 5.1 6.1 or Section 5.3 6.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by April 19, 2019, September 30, 2022, unless such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d)by (d) by Purchaser or the Company if there shall be any law Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Body shall have issued an Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. 8.2Effect 9.2 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, Article 8, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a)as except as set forth in this Article 8, 9, Section 4.2(b) 5.2(b) and Article 9 10 hereof; and (b)that that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. If this Agreement is terminated other than pursuant to Section 9.1, such termination will not affect any right or remedy which accrued hereunder or under applicable Laws prior to or on account of such termination, and the provisions of this Agreement shall survive such termination to the extent required so that each party may enforce all rights and remedies available to such party hereunder or under applicable Laws in respect of such termination and so that any party responsible for any breach or nonperformance of its obligations hereunder prior to termination shall remain liable for the consequences thereof. View More
