Termination Clause Example with 135 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 Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (c) if any of the condit...ions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement.View More
Variations of a "Termination" Clause from Business Contracts
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Merger Agreement is terminated in accordance with its terms, terms without being consummated, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscripti...on Agreement, (c) 30 days after the Termination Date (as defined in the Merger Agreement as the same exists on the date hereof and without regard to any extension thereto), if the Closing has not occurred by such date other than as a result of a breach of Investor's obligations hereunder, or (c) (d) if any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are (i) not satisfied on or waived prior to the Closing or (ii) not capable of being satisfied on the Closing and, in the case of each of (i) and (ii), as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing; provided, Closing (the termination events described in clauses (a)–(d) above, collectively, the "Termination Events"); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company STPC shall promptly notify Subscriber the Investor in writing of the termination of the Transaction Merger Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to STPC in connection herewith shall promptly (and in any event within one (1) business day) following the Termination Event be returned to the Investor. 11 Confidential 10. Trust Account Waiver. The Investor acknowledges that STPC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving STPC and one or more businesses or assets. The Investor further acknowledges that, as described in STPC's prospectus relating to its initial public offering dated January 5, 2021 (the "Prospectus") available at www.sec.gov, substantially all of STPC's assets consist of the cash proceeds of STPC's initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of STPC, its public shareholders and the underwriters of STPC's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to STPC to pay its tax obligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of STPC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 10 shall be deemed to limit the Investor's right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Shares currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Shares, except to the extent that the Investor has otherwise agreed in writing with STPC to not exercise such redemption right. View More
Termination. This 7.1 Further Assurances. 7.1.1 Subscriber acknowledges that the Issuer and PubCo will rely on the acknowledgments, understandings, agreements, representations and warranties made by Subscriber contained in this Subscription Agreement shall terminate Agreement. 7.1.2 The Issuer and be void PubCo acknowledge that Subscriber will rely on the acknowledgements, understandings, agreements, representations and of no further force warranties made by the Issuer and effect, and all rights and obligati...ons PubCo contained in this Subscription Agreement. 7.1.3 Each of the parties hereunder shall terminate without any further liability on PubCo, Issuer, Subscriber and the part of any party in respect thereof, upon the earlier Company is irrevocably authorized to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate produce this Subscription Agreement or (c) if a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 7.1.4 The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the conditions Shares, and Subscriber shall as soon as reasonably practicable provide such information as may be reasonably requested, to Closing set forth the extent within Subscriber's possession and control and consistent with internal policies and procedure; provided, that, Issuer agrees to keep any such information provided by Subscriber confidential except as required by law. 7.1.5 Each party shall pay all of its own expenses and tax liabilities in Section 2 of connection with this Subscription Agreement are not satisfied on and the transactions contemplated herein. 7.1.6 Each party to this Subscription Agreement shall take, or prior cause to the Closing and, as a result thereof, be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described therein no later than immediately following the consummation of the Transactions. 7.1.7 Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at Subscriber's direction or pursuant to any understanding with Subscriber (including Subscriber's controlled affiliates), directly or indirectly, offer, sell, pledge, contract to sell, sell any option in, or engage in hedging activities or execute any "short sales" (as defined in Rule 200 of Regulation SHO under the Exchange Act) with respect to, any Shares or any securities of the Company or any instrument exchangeable for or convertible into any Shares or any securities of the Company until the consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms). 7.4 Modifications and Amendments. 7.6 Benefit. 7.7 Governing Law. 7.8 Dispute Resolution. 7.8.1 Any action based upon, arising out of or related to this Subscription Agreement or the transactions contemplated hereby (each, a "Dispute") shall be finally settled by arbitration. 7.8.2 The language to be used in the arbitral proceedings shall be English and the arbitration proceeding shall be conducted before three (3) arbitrators appointed in accordance with the HKIAC Rules, except as they are modified by the provisions of this Subscription Agreement. 7.8.3 One arbitrator shall be nominated by the claimant in the request for arbitration and the other nominated by the respondent within thirty (30) days of receipt of the request for arbitration. 7.8.5 The parties shall abide by the confidentiality provisions of the HKIAC Rules save that HKIAC Rules shall not restrict the disclosure of information to the extent that any party is permitted to disclose any information pursuant to the provisions in this Subscription Agreement. 7.9 Severability. 7.10 No Waiver of Rights, Powers and Remedies. 7.11 Remedies. 7.11.1 The parties agree that irreparable damage might occur if this Subscription Agreement was not performed or the Closing is not consummated at the Closing; provided, in accordance with its specific terms or was otherwise breached and that nothing herein will relieve any party from liability money damages or other legal remedies might not be an adequate remedy for any willful breach hereof prior to the time such damage. 7.12 Survival of termination, Representations and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Warranties. 7.13 Headings and Captions. 7.14 Counterparts. 7.15 Construction. View More
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, terms without being consummated, (b) upon the mutual written agreement of each of the parties hereto and the Company to terminate this S...ubscription Agreement Agreement, (c) 30 days after the Outside Date (as defined in the Transaction Agreement), if the Closing has not occurred by such date, or (c) if any (d) by written notice of the conditions Investor to Closing set forth SRAC in Section 2 of this Subscription the event the Transaction Agreement are not satisfied on is amended, supplemented or prior to otherwise modified after the Closing and, as date hereof in a result thereof, manner that materially adversely affects the transactions contemplated by this Subscription Agreement are not consummated at Investor (the termination events described in clauses (a)–(d) above, collectively, the Closing; provided, "Termination Events"); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company SRAC shall promptly notify Subscriber the Investor in writing of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to SRAC in connection herewith shall promptly (and in any event within one business day) following the Termination Event be returned to the Investor. 9 Confidential 9. Trust Account Waiver. The Investor acknowledges that SRAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SRAC and one or more businesses or assets. The Investor further acknowledges that, as described in SRAC's prospectus relating to its initial public offering dated November 7, 2019 (the "Prospectus") available at www.sec.gov, substantially all of SRAC's assets consist of the cash proceeds of SRAC's initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of SRAC, its public shareholders and the underwriters of SRAC's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SRAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of SRAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of liability (the "Released Claims"); provided, that the Released Claims shall not include any claims that the Investor may have solely in the Investor's capacity as a record or beneficial holder of any Shares other than the Shares purchased by it pursuant to this Subscription Agreement. View More
Termination. This 6.1 Further Assurances. 6.1.1 Subscriber acknowledges that the Issuer, the Company, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. 6.1.2 Each of the Issuer, Subscriber, and the Company is entitled to rely upon this Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate w...ithout any further liability on the part of any party in respect thereof, upon the earlier is irrevocably authorized to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate produce this Subscription Agreement or (c) if a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 6.1.3 The Issuer may request from Subscriber such additional information as the Issuer may deem necessary to evaluate the eligibility of Subscriber to acquire the conditions to Closing set forth Shares, and Subscriber shall provide such information as may be reasonably requested. 6.1.4 Subscriber shall pay all of its own expenses in Section 2 of connection with this Subscription Agreement are not satisfied on and the transactions contemplated herein. 6.1.5 Each of Subscriber and the Issuer shall take, or prior cause to the Closing and, as a result thereof, be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Subscription Agreement are not consummated at on the Closing; provided, that nothing herein will relieve any party from liability for any willful breach hereof terms and conditions described therein no later than immediately prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify Subscriber consummation of the termination Transactions. 6.4 Modifications and Amendments. 6.6 Benefit. 6.6.1 Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the Transaction parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. 6.6.2 Each of the Issuer and Subscriber acknowledges and agrees that (a) this Subscription Agreement promptly after is being entered into in order to induce the termination Company to execute and deliver the Business Combination Agreement and without the representations, warranties, covenants and agreements of the Issuer and Subscriber hereunder, the Company would not enter into the Business Combination Agreement, (b) each representation, warranty, covenant and agreement of the Issuer and Subscriber hereunder is being made also for the benefit of the Company, and (c) the Company may directly enforce (including by an action for specific performance, injunctive relief or other equitable relief) each of the covenants and agreements of each of the Issuer and Subscriber under this Subscription Agreement. 6.7 Governing Law. 6.9 Severability. 6.10 No Waiver of Rights, Powers and Remedies. 6.11.1 The parties agree that the Issuer and the Company would suffer irreparable damage if this Subscription Agreement was not performed or the Closing is not consummated in accordance with its specific terms or was otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such agreement. damage. 6.11.2 The parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement. 6.11.3 In any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument or certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby and, if the adjudicating body determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the adjudication and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby or thereby. 6.13 No Broker or Finder. 6.14 Headings and Captions. 6.15 Counterparts. 6.16 Construction. 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Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier earliest to occur of (a) such date and time as the Transaction Agreement BCA is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or Agreement, ...(c) if any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are not satisfied at, or are not capable of being satisfied on or prior to to, the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing; provided, Closing, and (d) June 22, 2022 if the closing of the Transaction has not occurred on or before such date; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company ParentCo shall promptly notify Subscriber the Investor of the termination of the Transaction Agreement BCA promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 8, any monies paid by the Investor to ParentCo in connection herewith shall be promptly (and in any event within one business day after such termination) returned to the Investor. 13 9. Trust Account Waiver. The Investor acknowledges that Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Issuer and one or more businesses or assets. The Investor further acknowledges that, as described in Issuer's prospectus relating to its initial public offering dated January 15, 2021 (the "IPO Prospectus") available at www.sec.gov, substantially all of Issuer's assets consist of the cash proceeds of Issuer's initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of Issuer, its public shareholders and the underwriter of Issuer's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. For and in consideration of Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, that nothing in this Section 9 shall (x) serve or be deemed to limit or prohibit Investor's right to pursue a claim against Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief; (y) serve or be deemed to limit or prohibit any claims that Investor may have in the future against Issuer's assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with such funds); or (z) be deemed to limit Investor's right to distributions from the Trust Account in accordance with the Issuer's organizational documents in respect of the shares acquired by any means other than pursuant to this Subscription Agreement or any Investor's right, title, interest or claim to the Trust Account, or to any monies held therein, by virtue of such Investor's record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company. View More
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier earliest to occur of (a) such date and time as the Transaction Business Combination Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreeme...nt or Agreement, (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; or (d) at the election of the Subscriber, on or after the "Outside Date" as defined in the Business Combination Agreement (as such Outside Date may be amended or extended from time to time); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company TPG Pace shall promptly notify Subscriber of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement. 17 8. Trust Account Waiver. Subscriber acknowledges that TPG Pace is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving TPG Pace and one or more businesses or assets. Subscriber further acknowledges that, as described in TPG Pace's prospectus relating to its initial public offering dated October 6, 2020 (the "Prospectus"), available at www.sec.gov, substantially all of TPG Pace's assets consist of the cash proceeds of its initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of TPG Pace, its public shareholders and the underwriters of its initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to TPG Pace to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of TPG Pace and the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, that nothing in this Section 8 shall be deemed to limit the Subscriber's right, title, interest or claim to the Trust Account by virtue of the Subscriber's record or beneficial ownership of securities of TPG Pace acquired by any means other than pursuant to this Subscription Agreement. View More
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement Agreement, (c) if the consu...mmation of the Transaction has not occurred on or (c) before May 15, 2021; or (d) if any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing; provided, provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such breach. The Company FSD shall promptly notify Subscriber the Investor of the termination of the Transaction Agreement promptly after the termination of such agreement. 9 9. Trust Account Waiver. The Investor hereby acknowledges that FSD has established a trust account (the "Trust Account") containing the proceeds of its initial public offering (the "IPO") and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of FSD's public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of FSD entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the "Released Claims"). The Investor hereby irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any discussions, contracts or agreements with FSD and will not seek recourse against the Trust Account for any reason whatsoever; provided, however, that nothing in this Section 9 shall be deemed to limit the Investor's right to distributions from the Trust Account in accordance with FSD's certificate of incorporation in respect of any redemptions by the Investor in respect of Shares acquired by any means other than pursuant to this Subscription Agreement. Nothing in this Section 9 shall be deemed to limit the Investor's right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Shares currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such Shares, except to the extent that the Investor has otherwise agreed with FSD to not exercise such redemption right. View More
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto and the Company to terminate this Subscription Agreement Agreement, ...(c) FinServ's notification to the Investor in writing that it has, with the written consent of the Company, abandoned its plans to move forward with the Transaction, (d) July 31, 2021, if the Closing has not occurred by such date, or (c) (e) if any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing; provided, Closing (the termination events described in clauses (a)–(e) above, collectively, the "Termination Events"); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company FinServ shall promptly notify Subscriber the Investor of the termination of the Transaction Agreement promptly after the termination of the Transaction Agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to FinServ in connection herewith shall promptly (and in any event within one business day) following the Termination Event be returned to the Investor. 10 9. Trust Account Waiver. The Investor acknowledges that FinServ is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving FinServ and one or more businesses or assets. The Investor further acknowledges that, as described in FinServ's prospectus relating to its initial public offering dated October 31, 2019 (the "Prospectus") available at www.sec.gov, substantially all of FinServ's assets consist of the cash proceeds of FinServ's initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of FinServ, its public shareholders and the underwriters of FinServ's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to FinServ to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of FinServ entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit the Investor's right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of Class A Shares other than the Class A Shares purchased by it pursuant to this Subscription Agreement, pursuant to a validly exercised redemption right with respect to any such agreement. Class A Shares, except to the extent that the Investor has otherwise agreed with FinServ to not exercise such redemption right. View More
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, effect (except for those provisions expressly contemplated to survive termination of this Subscription Agreement in accordance with Section 9.4), and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, thereof (except for those provisions expressly contemplated to survive termination of this Subscription Agreement i...n accordance with Section 9.4), upon the earlier earliest to occur of (a) (i) such date and time as the Transaction Business Combination Agreement is terminated in accordance with its terms, (b) terms without being consummated, (ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (c) Agreement, (iii) if any of the conditions to of Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the earlier of the Closing Date and November 6, 2022, and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, Closing, and (iv) November 6, 2022; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, termination or common law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. breach or fraud. The Company Issuer shall promptly notify Subscriber of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement. -19- 8. Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer's prospectus relating to its initial public offering dated August 30, 2021 (the "Prospectus"), available at www.sec.gov, substantially all of the Issuer's assets consist of the cash proceeds of the Issuer's initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of the Issuer, its public shareholders and the underwriters of the Issuer's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby, or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber's right to pursue a claim against the Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that Subscriber may have in the future against the Issuer's assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (iii) be deemed to limit any Subscriber's right, title, interest or claim to the Trust Account by virtue of such Subscriber's record or beneficial ownership of CHW Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. View More
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, effect (except for those provisions expressly contemplated to survive termination of this Subscription Agreement in accordance with Section 8.4), and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, thereof (except for those provisions expressly contemplated to survive termination of this Subscription Agreement i...n accordance with Section 8.4), upon the earlier earliest to occur of (a) (i) such date and time as the Transaction Business Combination Agreement is terminated in accordance with its terms, (b) terms without being consummated, (ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (c) Agreement, (iii) if any of the conditions to of Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the earlier of the Closing Date and the Outside Date (as defined in the Business Combination Agreement as the same exists on the date hereof as provided to the Investor) and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, Closing, and (iv) June 30, 2022; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, termination or common law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. breach or fraud. The Company Issuer shall promptly notify Subscriber of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement. -18- 7. Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer's prospectus relating to its initial public offering dated January 21, 2021 (the "Prospectus"), available at www.sec.gov, substantially all of the Issuer's assets consist of the cash proceeds of the Issuer's initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of the Issuer, its public shareholders and the underwriters of the Issuer's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby, or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however, that nothing in this Section 7 shall (i) serve to limit or prohibit Subscriber's right to pursue a claim against the Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that Subscriber may have in the future against the Issuer's assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (iii) be deemed to limit any Subscriber's right, title, interest or claim to the Trust Account by virtue of such Subscriber's record or beneficial ownership of NAAC Class A Shares acquired by any means other than pursuant to this Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer. View More
