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 BPS Closing: (a) by mutual written consent of each of the Company Company, the Purchaser and S1 Holdco; or 10 (b) automatically: (i) upon the Purchaser; (b) automatically (i) if consummation of the IPO is Transactions (whether or not a Backstop Notice has been delivered and Backstop Shares have been delivered hereunder); provided, however, that in no event shall such termination result in the rescission of any transactions consumm...ated on or prior to twelve months from the date of this Agreement; or hereunder; (ii) if the Business Combination a 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. shareholders in accordance with the Memorandum and Articles; or (iii) upon the termination of the Business Combination Agreement, as provided under the terms therein. In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward BPS Purchase Price (and interest thereon, if any), Price, if previously paid, and all 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 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 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 5(a) shall survive termination of this Agreement. View More
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; Purchasers; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or [•], 2021; (ii) if the initial Business Combination is not consummated within 24 months from the closing IPO Closing, or 27 months from the IPO Closing if we have executed a letter of intent, agreement in principle or definitive agr...eement for an initial Business Combination within 24 months from the IPO Closing, unless such time period is extended by an amendment to the Charter; or (iii) if the Purchasers or 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 IPO, Purchasers or the 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. 13 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 Purchasers' funds paid in connection herewith shall be promptly returned to the Purchaser, Purchasers, 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 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 BPS Closing: (a) by mutual written consent of each of the Company Company, the Purchaser and S1 Holdco; or (b) automatically: (i) upon the Purchaser; (b) automatically (i) if consummation of the IPO is Transactions (whether or not a Backstop Notice has been delivered and Backstop Shares have been delivered hereunder); provided, however, that in no event shall such termination result in the rescission of any transactions consummate...d on or prior to twelve months from the date of this Agreement; or hereunder; (ii) if the Business Combination a 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. shareholders in accordance with the Memorandum and Articles; or (iii) upon the termination of the Business Combination Agreement, as provided under the terms therein. In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward BPS Purchase Price (and interest thereon, if any), Price, if previously paid, and all 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 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 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 5(a) shall survive termination of this Agreement. View More
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 12 (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or July 31, 2018; (ii) if the Business Combination is not consummated within 24 months from the closing IPO Closing, unless extended up to a maximum of sixty (60) days in accordance with the Charter; or (iii) if the Sponsor or the Company becom...es 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 IPO, Sponsor or the 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, 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 stockholders 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
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 July 31, 2018; (ii) if the Business Combination is not consummated within 24 months from the closing IPO Closing, unless extended up to a maximum of sixty (60) days in accordance with the Charter; or 12 (iii) if the Sponsor or the Company becom...es 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 IPO, Sponsor or the 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, 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 stockholders 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
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 June 30, 2017; (ii) if the Business Combination is not consummated within 24 months from the closing IPO Closing, unless extended up to a maximum of sixty (60) days in accordance with the Charter; or 14 (iii) if the Sponsor or the Company becom...es 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 IPO, Sponsor or the 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, 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 stockholders 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
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 [ ], 20[ ]; (ii) if the Business Combination is not consummated within 24 months from the closing IPO Closing, unless extended up to a maximum of sixty (60) days in accordance with the Charter; or (iii) if the Purchaser or the Company becomes s...ubject 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 IPO, Purchaser or the 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. 10 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 stockholders 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
Termination. This Agreement may be terminated at any time prior to the Forward Closing: time: (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 from the date of this Agreement; September 30, 2020; or (ii) if the Business Combination is not consummated within 24 months from the IPO Closing (or 30 months from the closing of this offering if the Company has executed a letter of intent, agreement in prin...ciple or definitive agreement for an initial business combination within 24 months from the closing of the IPO, or IPO but has not completed the initial business combination within such later date as may be approved by the Company's shareholders. 24 month period). In the event of any termination of this Agreement pursuant to this Section 8, the any Director 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, the Company shall ensure appropriate instruments are executed to ensure that the any holder of Class A Share issued in the IPO will have no claim to such funds, and -10- 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 of the parties 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
Termination. This Agreement shall automatically terminate and Purchaser shall have no obligation to purchase the Forward Purchase Units if, after receipt of the Initial Company Notice (and prior to delivery of Purchaser Notice), Purchaser informs the Company that its investment committee has elected not to purchase the Forward Purchase Units. In addition, this Agreement may be terminated at any time prior to the Forward FPS Closing: 12 EXECUTION COPY (a) by mutual written consent of the Company and the Purch...aser; or (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; June 30, 2021; 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. shareholders; 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 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
Termination. This Agreement shall automatically terminate and Purchaser shall have no obligation to purchase the Forward Purchase Units if, after receipt of the Initial Company Notice (and prior to delivery of Purchaser Notice), Purchaser informs the Company that its investment committee has elected not to purchase the Forward Purchase Units. In addition, 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; or (b) autom...atically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; December 31, 2021; or (ii) if the Business Combination is not consummated within 24 18 months from the closing of the IPO, or such later date as may be approved by the Company's shareholders. shareholders; 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. 10 In the event of any termination of this Agreement pursuant to this Section 8, 6, the Forward FPS 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 6 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
