Termination Clause Example with 2,481 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. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii)... a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus.View More
Variations of a "Termination" Clause from Business Contracts
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the 16 Securities, if prior to the Closing Date, such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock E...xchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established on any exchange or in any over-the-counter market, (iii) such Exchange, (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) (iii) there shall have occurred any outbreak or material escalation of hostilities, hostilities or any change in financial markets or any other calamity or crisis that, the effect of which on the financial markets of England, Germany or the United States is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in impracticable to market the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Securities. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited on, or by, as the case may be, any of the limited;... (ii) trading in Noble-UK's securities on The New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, materially limited; (iii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities; (iv) there shall have occurred a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities services; or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package or and the Final Prospectus. Memorandum. 21 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Guarantors or their respective officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers, the Company or any Guarantor or any of the indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The obligations of the several Underwriters may terminate this Agreement by notice given by hereunder shall be subject to termination in the Representatives to absolute discretion of any of the Company if, after Representatives, if (x) since the time of execution and delivery of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Prospectus and prior to the Closing Date, (i) trading generally shall have Prospectus, there has ...been suspended any material adverse change or materially limited on, any development involving a prospective material adverse change in the business, properties, management, financial condition, prospects or by, results of operations of the Company or the Adviser, taken as the case may be, a whole, which would, in any of the New York Stock Exchange Representatives' judgment or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement group of the Representatives, Underwriters, make it impracticable or inadvisable to proceed with the offer, sale public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Pricing Prospectus and the Prospectus, or (y) since execution of this Agreement, there shall have occurred: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Final Nasdaq Stock Market; (ii) a suspension or material limitation in trading in any of the Company's securities; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or 23 crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in any of the Representatives' judgment or in the judgment of any group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Pricing Prospectus and the Prospectus. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Section 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and Operating Partnership prior to delivery of this Agreement and payment for the Securities, (a) if at any time prior to the Closing Date, such time, (i) trading generally in any securities of the Operating Partnership or the Company shall have been suspended or materially limited on, b...y the Commission or by, as the case may be, any of the New York Stock Exchange (the "NYSE") or The Nasdaq Global Market, (ii) trading of any in securities issued or guaranteed by generally on the Company NYSE shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment limited or clearance services in the United States minimum or maximum prices shall have occurred, (iv) been established on the NYSE, (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal federal or New York State authorities or (v) authorities, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic condition, the effect of which on financial markets or any calamity or crisis that, is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, by the General Disclosure Package and the Prospectus (for the avoidance of doubt, exclusive of any amendment or supplement thereto), or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the jurisdictions where Securities are offered or (b) as provided in Sections 6 and 9 hereof. 34 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Transaction Entities or any officer of any of the Transaction Entities and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Final Prospectus. Transaction Entities or any of their respective officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Partnership prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Partnership's common units shall have been suspended by the Representatives to Commission or the Company if, after New York Stock Exchange, (ii) trading in securities generally on the execution and delivery of... this Agreement and prior to the Closing Date, (i) trading generally New York Stock Exchange shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established on any exchange or in any over-the-counter market, such exchanges, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in either the Class A Common Stock or the Class B Common Stock shall have been suspended by the Commission or materially limit...ed on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any in securities issued or guaranteed by generally on the Company New York Stock Exchange shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment limited or clearance services in the United States minimum prices shall have occurred, (iv) been established on such Exchange, (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) a material disruption in clearance or settlement systems through which transfers of securities of the Company are effected shall have occurred or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities as contemplated by any Preliminary Prospectus and the Final Prospectus (exclusive of any supplement thereto). 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Guarantors or their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package behalf of any Underwriter or the Final Prospectus. Company or the Guarantors or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 14 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The obligations of the several Underwriters may terminate under this Agreement may be terminated at any time on or prior to the Closing Date (or, with respect to the Option Shares, on or prior to the applicable Option Closing Date), by notice given by to the Representatives Company from the Representative, without liability on the part of any Underwriter to the Company if, after the execution and delivery of this Agreement and prior to delivery and payment for the Closing Date, (i) trading gener...ally shall have been suspended Firm Shares or materially limited on, or by, Option Shares, as the case may be, in the sole judgment of the Representative, (i) trading in any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading equity securities of any securities issued or guaranteed by the Company shall have been suspended or limited by the Commission or by Nasdaq, (ii) trading in securities generally on Nasdaq shall have been suspended or limited or minimum or maximum -19- 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 such exchange, by order of the Commission or any exchange court or in any over-the-counter market, other governmental authority or by Nasdaq, (iii) a general banking moratorium shall have been declared by either federal or New York State authorities or any material disruption in of the securities settlement, payment settlement or clearance services in the United States shall have occurred, or (iv) a general moratorium on commercial banking activities shall have been declared by Federal any material adverse change in the financial or New York State authorities securities markets in the United States or (v) there shall have occurred in political, financial or economic conditions in the United States, any outbreak or material escalation of hostilities, hostilities involving the United States, a declaration of a national emergency or any change in financial markets war by the United States, or any other calamity or crisis that, not in existence on the date hereof, either within or outside the United States, shall have occurred, the effect of which is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, Representative, impracticable or inadvisable to proceed with completion of the offer, sale public offering or the delivery of and payment for the Securities on Shares. If this Agreement is terminated pursuant to Section 10 hereof, the terms Company shall not be under any liability to any Underwriter except as provided in Sections 4(i), 7 and 8 hereof; but, if for any other reason the purchase of the Shares by the Underwriters is not consummated or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) incurred by the Underwriters in connection with the manner contemplated in offering of the Registration Statement, the General Disclosure Package or the Final Prospectus. Shares. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Securities to be purchased on the Closing Date by the Representatives to Representative by notifying the Company if, after the execution and delivery of this Agreement and prior to at any time at or before the Closing Date, Date in the absolute discretion of the Representative if: (i) there has occurred any material adverse change in the securities markets or any event, act or occur...rence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in Israel or the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis the effect of which on the financial markets of Israel or the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (iii) trading generally shall have in the Shares or any securities of the Company has been suspended or materially limited on, by the Commission or by, as the case may be, any of trading generally on the New York Stock Exchange Exchange, Inc. or The the Nasdaq Global Market, (ii) trading of any Stock Market has been suspended or materially limited, or minimum or maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices for securities have been required, by any exchange of said exchanges or in by such system or by order of the Commission, FINRA, or any over-the-counter market, (iii) a material disruption in securities settlement, payment other governmental or clearance services in the United States shall have occurred, regulatory authority; (iv) a general banking moratorium on commercial banking activities shall have has been declared by Federal any state, federal or New York State authorities or Israeli authority; (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and adverse its subsidiaries considered as a whole, whether or not arising in the ordinary course of business; (vi) the representations and which, singly or together with any other event specified warranties given by the Company in this clause (v), makes it, Agreement have ceased to be true and accurate in all material respects; or (vii) there has been a material breach by the Company of any of the covenants contained in this Agreement. (b) If this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative or the Underwriters because of any failure, refusal or inability on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable judgement fees and disbursements of the Representatives, impracticable or inadvisable to proceed their counsel) incurred by them in connection with the offer, proposed purchase and sale or delivery of the Securities on or in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the terms and in Securities agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, shall be relieved of liability to the manner contemplated in Company or to the Registration Statement, the General Disclosure Package other Underwriters for damages occasioned by its failure or the Final Prospectus. refusal. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and Operating Partnership prior to delivery of this Agreement and payment for the Securities, (a) if at any time prior to the Closing Date, such time, (i) trading generally in any securities of the Operating Partnership or the Company shall have been suspended or materially limited on, b...y the Commission or by, as the case may be, any of the New York Stock Exchange (the "NYSE") or The Nasdaq Global Market, (ii) trading of any in securities issued or guaranteed by generally on the Company NYSE shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment limited or clearance services in the United States minimum or maximum prices shall have occurred, (iv) been established on the NYSE, (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal federal or New York State authorities or (v) (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic condition, the effect of which on financial markets or any calamity or crisis that, is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, by the General Disclosure Package and the Prospectus (for the avoidance of doubt, exclusive of any amendment or supplement thereto), or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the jurisdictions where Securities are offered or (b) as provided in Sections 6 and 9 hereof. 34 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Transaction Entities or any officer of any of the Transaction Entities and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Final Prospectus. Transaction Entities or any of their respective officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Securities to be purchased on a Closing Date by the Representatives to Representative by notifying the Company if, after at any time at or before a Closing Date in the execution and delivery absolute discretion of this Agreement and prior the Representative if: (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has mater...ially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the Closing Date, (i) judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (iii) trading generally shall have in the Shares or any securities of the Company has been suspended or materially limited on, by the Commission or by, as the case may be, any of trading generally on the New York Stock Exchange Exchange, Inc., the American Stock Exchange, Inc. or The Nasdaq Global Market, (ii) trading of any the NASDAQ has been suspended or materially limited, or minimum or maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices for securities have been required, by any exchange of said exchanges or in by such system or by order of the Commission, FINRA, or any over-the-counter market, (iii) a material disruption in securities settlement, payment other governmental or clearance services in the United States shall have occurred, regulatory authority; or (iv) a general banking moratorium on commercial banking activities shall have has been declared by any state or Federal or New York State authorities authority; or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, given in the reasonable judgement Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Representatives, impracticable Company and its subsidiaries considered as a whole, whether or inadvisable not arising in the ordinary course of business. (b) If this Agreement is terminated pursuant to proceed any of its provisions, the Company shall not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative or the Underwriters because of any failure, refusal or inability on the part of the Company to comply with the offer, terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale or delivery of the Securities on or in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the terms and in Securities agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, shall be relieved of liability to the manner contemplated in Company or to the Registration Statement, the General Disclosure Package other Underwriters for damages occasioned by its failure or the Final Prospectus. refusal. View More
