Termination Clause Example from Business Contracts

Termination. This Agreement may be terminated at any time prior to the FPS Closing: (a) by mutual written consent of the Company and the Purchaser; or (b) automatically (i) if the IPO is not consummated on or prior to twenty-four months from the date of this Agreement; or (ii) if the Business Combination is not completed within 24 months from the closing of the IPO, or such later date as may be approved by the Company's shareholders. (iii) upon the death of both of Frank R. Martire, Jr. and William P. Foley,... II; (iv) if Frank R. Martire, Jr. and William P. Foley, II, the Sponsors 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petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of Frank R. Martire, Jr. and William P. Foley, II, the Sponsors or the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment; or (v) if either of Frank R. Martire, Jr. or William P. Foley, II is convicted in a criminal proceeding for a crime involving fraud or dishonesty. In the event of any termination of this Agreement pursuant to this Section 8, the 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 12 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