Termination Clause Example with 5 Variations from Business Contracts

Termination. (a) The Offering may be terminated by the Placement Agent Agents at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any othe...r transaction document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines Agents determine that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent Agents shall have failed to perform any of its material obligations hereunder or (ii) on account of one of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent Agents shall be entitled to receive, on the Termination Date, all unpaid Broker Fees respective compensation as set forth in Section 3A and 3B herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent Katalyst's counsel fees in connection with the Offering, Placement Agent counsel fee as provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement for herein. Agency Agreement (PIPE)Page 20 (PIPE and Warrant Exercise) Page 21 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent Agents at any time prior to the expiration of the Offering Period. (d) This Offering and this Agreement may be terminated by the Company at any time after September 7, 2016, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under this clause (d), Katalyst shall be entitled to receive, on the Termination Date, payment of the Katalyst Legal Fee and reimbursement of the Katalyst Expenses as provided for in paragraph 5(h) of this Agreement and GPN shall be entitled to receive, on the Termination Date, reimbursement of the GPN Expenses as provided for in paragraph 5(h) of this Agreement, but the Agents shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. (e) Except as otherwise provided above, before any termination by the Placement Agent Agents under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (f) Upon any termination pursuant to this Section 10, the Placement Agent Agents and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More

Termination. (a) The Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents Memorandum shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any ...other transaction document; (iii) there shall occur any event, within the control of the Company event that is could reasonably likely be expected to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; result in an Material Adverse Effect; or (iv) the Placement Agent determines that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. In the event of a termination by the Placement Agent under Section 10(a)(iv) that occurs prior to the First Closing, the Placement Agent shall not be entitled to any further compensation pursuant to these termination provisions, except that the provisions of Section 3(d) shall survive in full force and effect. 23 (b) This Offering may be terminated by the Company at any time prior to the Termination Date expiration of the Offering Period (i) in the event that (i) the Placement Agent shall have failed to perform any of its material obligations hereunder or (ii) on account of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any such termination by the Company, pursuant to this Section 10(b), the Placement Agent shall not be entitled to receive, on the Termination Date, all unpaid Broker Fees earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled any further compensation pursuant to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent in connection with the Offering, Placement Agent counsel fee provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement Agency Agreement (PIPE)Page 20 these termination provisions. (c) Intentionally omitted. (d) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent at any time prior to the expiration of the Offering Period. (d) Except as otherwise In addition, upon the expiration of the Offering Period, the Offering shall terminate without any further action of the parties hereto. If the Offering is terminated pursuant to this Section 10(d), then in cases in which no Closing had been theretofore consummated, each party shall pay its own respective expenses, provided above, before that the $15,000 previously advanced to the Placement Agent's counsel toward the Expense Allowance shall not be refunded to the Company. (e) Before any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) ten (10) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (f) Upon any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities Series A Preferred Shares not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More

Termination. (a) (a)(i) The Placement Agent's participation in the Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other C...ompany Transaction Document or any other transaction document; or (iii) there shall occur any event, within the control on account of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder Company's fraud, illegal or the ability of the Company to perform hereunder; willful misconduct or (iv) the Placement Agent determines that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) gross negligence. 10 (i) This Offering Agreement may be terminated by the Company at any time prior to the Termination Date in the event that (i) any of the representations, warranties or covenants of the Placement Agent contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Placement Agent shall have failed to perform any of its material obligations hereunder or (ii) (iii) on account of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, Company pursuant to this Section 10(b), the Placement Agent shall be entitled to receive, on the Termination Date, all unpaid Broker Fees compensation as set forth in Sections 3(a) and 3(b) herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent in connection with the Offering, Placement Agent counsel fee provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement Agency (b) The Offering and/or this Agreement (PIPE)Page 20 (c) This Offering may be terminated upon mutual agreement of by the Company and the Placement Agent at any time prior to the expiration of the Offering Period. (d) Period; provided, however, that no such termination solely pursuant to this Section 10(b) shall affect GPN's entitlement to accrued and unpaid amounts provided for in this Agreement, whether or not any Closing occurs prior to or subsequent to the effective date of termination. The Offering and/or this Agreement may be terminated by the Company at any time after the end of the Offering Period, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under the immediately preceding sentence of this Section 10(b), the Placement Agent shall be entitled to receive, on the Termination Date, payment of Expenses as provided for in paragraph 5(h) of this Agreement, but the Placement Agent shall be entitled to no other amounts whatsoever except as may be due under the Break Fee provision or under any indemnity or contribution obligation provided for herein, at law or otherwise. (c) Except as otherwise provided above, before any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (d) Upon any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More

Termination. (a) The Offering may be terminated by the Placement Agent Agents at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any othe...r transaction document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines Agents determine that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent Agents shall have failed to perform any of its material obligations hereunder or (ii) on account of the Placement Agent's Agents' fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent Agents shall be entitled to receive, on the Termination Date, all unpaid Broker Fees respective compensation as set forth in Sections 3(a) and 3(b) herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent Katalyst's counsel fees in connection with the Offering, Placement Agent counsel fee as provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. for herein. Placement Agency Agreement (PIPE)Page 20 21 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent Agents at any time prior to the expiration of the Offering Period. (d) This Offering and this Agreement may be terminated by the Company at any time after December 23, 2016, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under this clause (d), Katalyst shall be entitled to receive, on the Termination Date, payment of the Katalyst Legal Fee and reimbursement of the Katalyst Expenses as provided for in paragraph 5(h) of this Agreement, but the Placement Agents shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. (e) Except as otherwise provided above, before any termination by the Placement Agent Agents under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (f) Upon any termination pursuant to this Section 10, the Placement Agent Agents and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More

Termination. (a) The Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any other trans...action document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. 16 (b) This The Offering may be terminated by the Company at any time prior to the Termination Date expiration of the Offering Period (i) in the event that (i) the Placement Agent shall have failed to perform any of its material obligations hereunder hereunder, or (ii) on account of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. negligence or (iii) a material breach of this Agreement by the Placement Agent. In the event of any such termination by the Company, the Placement Agent shall not be entitled to receive, on the Termination Date, all unpaid Broker Fees earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other any amounts whatsoever except (i) as may be due under any indemnity or contribution obligation for provided herein, herein or in any other Company Transaction Document, at law or otherwise. On such otherwise and (ii) it shall retain any Brokers' Fees received for Closings that occurred prior to the Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent in connection with the Offering, Placement Agent counsel fee provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement Agency Agreement (PIPE)Page 20 Date. (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent at any time prior to the expiration of the Offering Period. (d) Except as otherwise provided above, before Before any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day five (5) days prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) three (3) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) Upon any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities the Units not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More