Termination Clause Example with 119 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 Forward Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or (ii) if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the Company's shareholders. In the event of any termination of this Agreement pursuant to this Section 8,... the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.View More
Variations of a "Termination" Clause from Business Contracts
Termination. This Agreement may be terminated at any time prior to the Forward FPS Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or May 31 2021; (ii) if the Business Combination is not consummated within 24 twenty-four (24) months from the closing of the IPO, IPO (or twenty-seven (27) months from the closing of the IPO if the Company has executed a letter of intent, agr...eement in principle or definitive agreement for the Business Combination within twenty-four (24) months from the closing of the IPO but has not completed the Business Combination within such later date as may be approved by twenty-four (24) month period), unless extended upon approval of the Company's shareholders. shareholders in accordance with the Charter; or (iii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being 11 filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment; In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), if previously paid, and all the Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Forward FPS Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or December 31, 2020; (ii) if the Business Combination is not consummated within 24 twenty-four (24) months from the closing of the IPO, IPO (or twenty-seven (27) months from the closing of the IPO if the Company has executed a letter of inten...t, agreement in principle or definitive agreement for the Business Combination within twenty-four (24) months from the closing of the IPO but has not completed the Business Combination within such later date as may be approved by twenty-four (24) month period), unless extended upon approval of the Company's shareholders. shareholders in accordance with the Charter; or (iii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment; In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), if previously paid, and all the Purchaser's funds paid in connection herewith shall be promptly returned to the such Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Forward FPS Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or December 31, 2020; (ii) if the Business Combination is not consummated within 24 twenty-four (24) months from the closing of the IPO, IPO (or twenty-seven (27) months from the closing of the IPO if the Company has executed a letter of inten...t, agreement in principle or definitive agreement for the Business Combination within twenty-four (24) months from the closing of the IPO but has not completed the Business Combination within such later date as may be approved by twenty-four (24) month period), unless extended upon approval of the Company's shareholders. shareholders in accordance with the Charter; or (iii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment; In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), if previously paid, and all the Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Forward FPS Closing: (a) by mutual written consent of the Company and the Purchaser; Purchasers; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or [September 30], 2020; (ii) if the Business Combination is not consummated within 24 twenty-four (24) months from the closing of the IPO, or such later date as may be approved by unless extended upon approval of the Company's sha...reholders. stockholders in accordance with the Charter; or (iii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. 9 In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), if previously paid, and all each Purchaser's funds paid in connection herewith shall be promptly returned to the such Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser Purchasers or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Forward BPS Closing: (a) by mutual written consent of each of DSAC, the Company Purchasers and the Purchaser; Company; or (b) automatically automatically: (i) if upon the IPO is consummation of the Merger without the sale to the Purchasers of any Backstop Purchase Shares (whether or not consummated on or prior to twelve months from the date of this Agreement; a Backstop Notice has been delivered); or (ii) if upon the Business Combination ...is not consummated within 24 months from the closing termination of the IPO, or such later date Merger Agreement, as may be approved by provided under the Company's shareholders. terms therein. 9 In the event of any termination of this Agreement pursuant to this Section 8, the Forward BPS Purchase Price (and interest thereon, if any), Price, if previously paid, and all Purchaser's Purchasers' funds paid in connection herewith shall be promptly returned to the Purchaser, Purchasers in accordance with written instructions provided by the Purchasers to DSAC, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser Purchasers or the Company DSAC and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 6 shall survive termination of this Agreement. View More
Termination. (a) This Agreement may be terminated at any time prior to the Forward Closing: (a) by mutual written consent of the Company and the Purchaser; (b) (i) shall automatically (i) if terminate twenty-four (24) months after the IPO is not consummated on or prior to twelve months from the date of this Agreement; or (ii) if the Business Combination is not consummated within 24 months from the closing of the IPO, or Closing (or such later date as may be approved by the Company's shareholders. stockholder...s in accordance with the Company's amended and restated certificate of incorporation) if the Company has not consummated an initial Business Combination by such date and (ii) may be terminated by mutual written consent of the Company and the Purchasers. (b) In the event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser Purchasers, the Company or the Company Surviving Entity and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Forward FPS Closing: (a) by mutual written consent of Transfix, the Company and the Purchaser; or (b) automatically automatically: (i) if upon the IPO is not consummated on or prior to twelve months from valid termination of the date of this Agreement; Business Combination Agreement in accordance with its terms; or (ii) if the Business Combination Company becomes subject to any voluntary or involuntary petition under the United States fed...eral bankruptcy laws or any state insolvency law, in each case which is not consummated withdrawn within 24 months from the closing sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the IPO, Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such later date as may be approved by the Company's shareholders. appointment. In the event of any termination of this Agreement pursuant to this Section 8, 5, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all the Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 5 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Forward Backstop Closing: (a) by mutual written consent of each of the Company and parties hereto; or (b) automatically: 16 (i) effective as of the Purchaser; (b) automatically (i) Closing without the sale to the Purchaser of any Exchangeable Notes at or around the time of the Closing (but only if the IPO is a Backstop Notice has not consummated on or prior to twelve months from the date of this Agreement; been delivered); or (ii) if upon... the termination of the Business Combination is not consummated within 24 months from Agreement, as provided under the closing of the IPO, or such later date as may be approved by the Company's shareholders. terms therein. In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward Backstop Purchase Price (and interest thereon, if any), Price, if previously paid, and all the Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, Purchaser in accordance with written instructions provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser Purchaser, Pubco or the Company and their respective directors, officers, employees, partners, managers, members, members or shareholders and all rights and obligations of each party hereto shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party hereto of any of its representations, warranties, covenants or agreements contained in this Agreement. This paragraph and Section 8 shall survive termination of this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Forward FPS Closing: (a) by mutual written consent of the Company and the Purchaser; Purchasers; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or September 30, 2020; (ii) if the Business Combination is not consummated within 24 twenty-four (24) months from the closing of the IPO, or such later date as may be approved by unless extended upon approval of the Company's share...holders. stockholders in accordance with the Charter; or (iii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. 9 In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), if previously paid, and all each Purchaser's funds paid in connection herewith shall be promptly returned to the such Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser Purchasers or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
Termination. This Agreement (and any obligations hereunder, including the obligation to purchase the Securities) may be terminated at any time (including prior to the Forward Closing: FPS Closing, if applicable): (a) by mutual written consent of the Company and the Purchaser; (b) automatically automatically: (i) if the IPO is not consummated on or prior to twelve months December 31, 2020; (ii) if the gross proceeds from the date of this Agreement; IPO do not equal or (ii) exceed $100,000,000; 14 (iii) if the... Business Combination is not consummated within 24 18 months from the closing of the IPO, unless extended in accordance with the Charter; or such later date as may be approved (iv) if the Company becomes bankrupt or insolvent; or (c) by the Company's shareholders. Purchaser upon written notice to the Company, if Ophir Sternberg dies or is convicted of a crime involving fraud or dishonesty. In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), Price, if previously paid, and all of the Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. View More
