Termination Clause Example from Business Contracts

Termination. This Agreement may be terminated at any time prior to the Backstop Closing: (a) by written consent of each of the parties hereto; or (b) automatically: 16 (i) effective as of the Closing without the sale to the Purchaser of any Exchangeable Notes at or around the time of the Closing (but only if a Backstop Notice has not been delivered); or (ii) upon the termination of the Business Combination Agreement, as provided under the terms therein. In the event of any termination of this Agreement pursu...ant to this Section 7, the Backstop Purchase Price, if previously paid, and all the Purchaser's funds paid in connection herewith shall be promptly returned to the 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, Pubco or the Company and their respective directors, officers, employees, partners, managers, members or shareholders and all rights and obligations of each party hereto shall cease; provided, however, that nothing contained in this Section 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