Termination Clause Example with 71 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 and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; or (c) the mutual agreement of the Company and Purchaser. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability f...or any willful breach of this Agreement occurring prior to its termination.View More
Variations of a "Termination" Clause from Business Contracts
Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; terminate, without any notice or (c) the mutual agreement of the Company other action by any party, be void ab initio and Purchaser. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement, upon the earliest o...f (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with Article VII of the Merger Agreement, (iii) the time this Agreement is terminated upon the mutual written agreement of the Company, Parent, and each Stockholder party to this Agreement, or (iv) the election of the Stockholder in his, her or its sole discretion to terminate this Agreement with respect to such Stockholder only following any material modification or amendment to, as in effect on the date of this Agreement, that alters (other than in a de minimis manner) the Merger Consideration in a manner which is adverse to the holders of Company Common Stock, taken as whole, from a financial point of view, or materially changes the method for determining any exchange ratio provided for with respect to the applicable Company Common Stock in the Merger Agreement (without the Stockholder's prior written consent) (the earliest such date under clauses (i)-(iv) being referred to in this Agreement as the "Expiration Time"); provided, that the provisions set forth in Sections 10 to 22 of this Agreement shall survive the termination of this Agreement; provided, however, such termination or expiration further, that nothing herein shall not relieve any party from liability Liability for any fraud, intentional misrepresentation or willful and material breach of this Agreement occurring prior to its such termination. View More
Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) of (i) the Effective Time; (b) Time, (ii) the termination of the Merger Business Combination Agreement in accordance with its terms; or (c) terms, and (iii) the time this Agreement is terminated upon the mutual written agreement of Acquiror, Merger Sub and the Company Stockholder (the earliest such date under clause (i), (ii) and Purchaser. Upon (iii) being referred to herei...n as the "Termination Date") and the representations, warranties, covenants and agreements contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Closing or the termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such that the provisions set forth in Sections 10 through 22 shall survive the termination or expiration of this Agreement; provided, further, that termination of this Agreement shall not relieve any party hereto from any liability resulting from a breach of this Agreement prior to the Termination Date or for any willful breach of of, or actual fraud in connection with, this Agreement occurring prior to its such termination. View More
Termination. This Agreement shall terminate, and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; or (c) the mutual agreement of the Company and Purchaser. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such Agreement, upon the earliest of (i) the Effective Tim...e, (ii) the termination or expiration of the Business Combination Agreement in accordance with its terms, (iii) the time this Agreement is terminated upon the mutual written agreement of SPAC, the Company and the Shareholder, or (iv) the election of the Shareholder in its sole discretion to terminate this Agreement following any modification or amendment to, or the waiver of any provision of, the Business Combination Agreement, as in effect on the date hereof, that reduces the amount or changes the form of consideration payable to the Shareholder in a manner disproportionate to the Company Shareholders as a whole (the earliest such date under clause (i), (ii), (iii) and (iv) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 10 to 22 below shall survive the termination of this Agreement; provided further, that termination of this Agreement shall not relieve any party hereto from any liability for any willful breach of Willful Breach of, or actual fraud in connection with, this Agreement occurring prior to its such termination. View More
Termination. (a) This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) (i) the Effective Time; (b) (ii) the termination of the Merger Agreement in accordance with its terms; or (c) (iii) the time this Agreement is terminated upon the mutual written agreement of Acquiror, Merger Sub and the Company Stockholder and Purchaser. (iv) the election of the Stockholder in its sole discretion to terminate this Agreement following any amendment, suppl...ement, waiver or other modification of any term or provision of the Merger Agreement without the prior written consent of such Stockholder that materially reduces the consideration payable to such Stockholder pursuant to the Merger Agreement, changes the form of consideration payable to such Stockholder pursuant to the Merger Agreement or materially extends the time following the Effective Time in which payment of the consideration to such Stockholder is payable pursuant to the Merger Agreement (the earliest such date under clause (i), (ii), (iii) and (iv) being referred to herein as the "Termination Date"). (b) Upon termination or expiration of this Agreement, no party hereto shall have any further obligations or liabilities under this Agreement; provided, however, such that the provisions set forth in Sections 14 to 24 shall survive the termination or expiration of this Agreement; provided, further, that termination of this Agreement shall not relieve any party hereto from any liability for any willful breach (as defined in the Merger Agreement) of this Agreement occurring prior to its such termination. (c) The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Closing or the termination of this Agreement. View More
Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; terminate, without any notice or (c) the mutual agreement of the Company other action by any party, be void ab initio and Purchaser. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement, upon the earliest o...f (i) the termination of the Merger Agreement in accordance with its terms, (ii) the time this Agreement is terminated upon the mutual written agreement of the Company, Parent, Merger Sub and the Securityholder, (iii) the election of the Securityholder in its sole discretion to terminate this Agreement following any material modification or amendment to, or the waiver of any provision of, the Merger Agreement, as in effect on the date hereof, that reduces the aggregate number of Closing Payment Shares, or (iv) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Effective Time) (in each case, without the Securityholder's prior written consent) (the earliest such date under clause (i), (ii), (iii) and (iv) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 10 to 25 shall survive the termination of this Agreement; provided, however, such further, that termination or expiration of this Agreement shall not relieve any party hereto from any liability for any willful breach of this Agreement occurring prior to its such termination. View More
Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; terminate, without any notice or (c) the mutual agreement of the Company other action by any party, be void ab initio and Purchaser. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement, upon the earliest o...f (i) the Effective Time, (ii) the termination of the Business Combination Agreement in accordance with its terms or (iii) the time this Agreement is terminated upon the mutual written agreement of Ackrell, the Company and the Stockholder (in each case, without the Stockholder's prior written consent) (the earliest such date under clause (i), (ii) or (iii) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 10 to 23 shall survive the termination of this Agreement; provided, however, such further, that termination or expiration of this Agreement shall not relieve any party hereto from any liability for any willful breach of Willful Breach of, or actual and intentional fraud in connection with, this Agreement occurring prior to its such termination. View More
Termination. This Agreement shall terminate, and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; or (c) the mutual agreement of the Company and Purchaser. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement, upon the earliest of (i) the Effective Time, (ii) the termination of the Merg...er Agreement in accordance with its terms, (iii) the time this Agreement is terminated upon the mutual written agreement of Acquiror, Merger Sub and the Stockholder, or (iv) the election of the Stockholder in its sole discretion to terminate this Agreement following any modification or amendment to, or the waiver of any provision of, the Merger Agreement, as in effect on the date hereof, that reduces the amount or changes the form of consideration payable to the Stockholder (the earliest such date under clause (i), (ii), (iii) and (iv) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 10 to 23 shall survive the termination of this Agreement; provided, however, such provided further, that termination or expiration of this Agreement shall not relieve any party hereto from any liability for any willful breach of Willful Breach of, or actual fraud in connection with, this Agreement occurring prior to its such termination. View More
Termination. This Agreement shall terminate, and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; or (c) the mutual agreement of the Company and Purchaser. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement, upon the earliest of (i) the Effective Time, (ii) the termination of the Busi...ness Combination Agreement in accordance with its terms, and (iii) the time this Agreement is terminated upon the mutual written agreement of the Company and the Stockholder, (in each case, without the Stockholder's prior written consent) (the earliest such date under clause (i), (ii), and (iii) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 10 to 22 shall survive the termination of this Agreement; provided, however, such provided further, that termination or expiration of this Agreement shall not relieve any party hereto from any liability for any willful breach a Willful Breach, or actual or intentional fraud in connection with of this Agreement occurring prior to its such termination. View More
Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: of (a) the Effective Time; Time, (b) the termination of the Merger Agreement in accordance with its terms; or terms and (c) the mutual written agreement of the Company and Purchaser. parties hereto to terminate this Agreement (such earliest date being referred to herein as the "Termination Date"); provided that the provisions set forth in 3 Sections 13 to 19 shall survive the te...rmination of this Agreement; provided further that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement. Upon termination or expiration of this Agreement, no party none of the Covered Unitholders shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination. hereunder. View More
Termination. This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) of the Effective Time; (b) Time, the termination of the Merger Agreement in accordance with its terms; or (c) terms and the mutual written agreement of the Company and Purchaser. parties hereto to terminate this Agreement (such earliest date being referred to herein as the "Termination Date"); provided that the provisions set forth in Sections 12 to 21 shall survive the term...ination of this Agreement; provided further that any Liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement. Upon termination or expiration of this Agreement, no party none of the Covered Shareholders shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination. hereunder. View More
