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 earliest to occur of (a) such date and time as the Transaction Merger 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 hereto, or ...(c) if any the Termination Date (as defined in the Merger Agreement as in effect on the date hereof) or the Extended Termination Date (as defined in the Merger Agreement as in effect as of the conditions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to date hereof), as applicable, if the Closing and, as a result thereof, has not occurred by such date (the termination events described in clauses (a)–(d) above, collectively, the transactions contemplated by this Subscription Agreement are not consummated at 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 ACON shall promptly notify Subscriber the Investor of the termination of the Transaction Merger Agreement as promptly as practicable 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 ACON in connection herewith shall promptly (and in any event within one (1) business day) following the Termination Event be returned to the Investor. 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; provided, that e...ach of the Company and the Sellers consents in writing to such termination, or (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement that are not satisfied waived by the Subscriber are not satisfied, 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 are not and will not be consummated at the Closing; Closing,; provided, that nothing herein will relieve any party hereto from liability for any willful breach hereof (including for the avoidance of doubt Subscriber's willful breach of Section 2(b)(ii) of this Subscription Agreement with respect to its representations and warranties as of the Closing Date) prior to the time of termination, and each party hereto 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 the Transaction Agreement. 11 8. Trust Account Waiver. Subscriber acknowledges that the Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Subscriber further acknowledges that, as described in the Company's final prospectus, dated April 25, 2019, related to its initial public offering (the "Prospectus") available at www.sec.gov, substantially all of the Company's assets consist of the cash proceeds of the Company'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 Company, its public shareholders and the underwriters of the Company's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 Company 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, in or to any monies held in the Trust Account, provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber's right, title, interest or claim to the Trust Account by virtue of such agreement. Subscriber'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, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Securities regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Securities pursuant to the Company's organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise. In the event Subscriber has any claim against the Company as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Securities, it shall pursue such claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. 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 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 Agreement or (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 or will not be consummated at the Closing; provided, that nothing herein will relieve any party from liability for any willful breach hereof (including for the avoidance of doubt Subscriber's willful breach of Section 2(b)(ii) with respect to its representations and warranties as of the Closing Date) 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 Business Combination Agreement promptly after the termination of such agreement. 9 7. Trust Account Waiver. Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in the Company's prospectus relating to its initial public offering dated December 5, 2019 (the "Prospectus") available at www.sec.gov, substantially all of the Company's assets consist of the cash proceeds of the Company'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 Company, its public stockholders and the underwriters of the Company's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company 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 Company 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, 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. View More
Termination. This Except for the provisions of Sections 8, 9, 11 and 12, which shall survive any termination hereunder, 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 is terminated in accordance with its terms, terms without the Tr...ansaction being consummated, (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 the Subscription Closing set forth in Section 2 3 of this Subscription Agreement are not satisfied or waived on or prior to the Subscription Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, that Subscription Closing, or (d) if the consummation of the Transaction shall not have occurred by the earlier of (x) the 10th business day after the anticipated Transaction Closing Date specified in the Closing Notice, or (y) the "Outside Date" as defined in the Transaction Agreement; provided that, subject to the limitations set forth in Section 9, nothing herein will relieve any party hereto from liability for any willful breach hereof prior to the time of termination, and each party hereto will be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities or damages arising from such breach. The Company SPAC shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Transaction Agreement. 15 9. Trust Account Waiver. Subscriber acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SPAC and one or more businesses or assets. Subscriber further acknowledges that, as described in SPAC's prospectus relating to its initial public offering dated February 19, 2020 available at www.sec.gov, substantially all of SPAC's assets consist of the cash proceeds of SPAC'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 SPAC, its public stockholders and the underwriters of SPAC's initial public offering. For and in consideration of SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber 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 or distributions from the Trust Account, and agrees not to seek recourse against the Trust Account, in each case, as a result of, or arising out of, this Subscription Agreement; provided that nothing in this Section 9 shall be deemed to limit Subscriber's right, title, interest or claim to the Trust Account by virtue of Subscriber's record or beneficial ownership of shares of SPAC Common Stock that have or will be acquired outside of this Agreement. View More
Termination. This Except for the provisions of Sections 8, 9, 11 and 12, which shall survive any termination hereunder, 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 is terminated in accordance with its terms, terms without the Tr...ansaction being consummated, (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 the Subscription Closing set forth in Section 2 3 of this Subscription Agreement are not satisfied or waived on or prior to the Subscription Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, that Subscription Closing, or (d) if the consummation of the Transaction shall not have occurred by the earlier of (x) the 10th business day after the anticipated Transaction Closing Date specified in the Closing Notice, or (y) the "Outside Date" as defined in the Transaction Agreement; provided that, subject to the limitations set forth in Section 9, nothing herein will relieve any party hereto from liability for any willful breach hereof prior to the time of termination, and each party hereto will be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities or damages arising from such breach. The Company SPAC shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Transaction Agreement. 16 9. Trust Account Waiver. Subscriber acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SPAC and one or more businesses or assets. Subscriber further acknowledges that, as described in SPAC's prospectus relating to its initial public offering dated February 19, 2020 available at www.sec.gov, substantially all of SPAC's assets consist of the cash proceeds of SPAC'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 SPAC, its public stockholders and the underwriters of SPAC's initial public offering. For and in consideration of SPAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber 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 or distributions from the Trust Account, and agrees not to seek recourse against the Trust Account, in each case, as a result of, or arising out of, this Subscription Agreement; provided that nothing in this Section 9 shall be deemed to limit Subscriber's right, title, interest or claim to the Trust Account by virtue of Subscriber's record or beneficial ownership of shares of SPAC Common Stock that have or will be acquired outside of this Agreement. View More
Termination. This Subscription Agreement and the Escrow 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) (i) such date and time as the Transaction Business Combination Agreement is validly terminated in accordance with its terms, (b) terms and (ii) upon the mutual written agreement of each of the parties he...reto to terminate this Subscription Agreement or (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; provided, Agreement; 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 Issuer shall promptly notify Subscriber Transferors of the termination of the Transaction Business Combination Agreement promptly after the termination of such 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) (i) such date and time as the Transaction Merger Agreement is validly terminated in accordance with its terms, (b) (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 Closing set forth in Section 2 of this Subscription Agreement 4 are not satisfied or waived by the party entitled to grant such waiver on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; Closing, and (iv) if the Closing shall not have occurred on or before April 13, 2021; 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 Purchaser of the termination of the Transaction Merger Agreement promptly after the termination of such 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, or (c) if any th...e Termination Date (as defined in the Transaction Agreement as of the conditions date hereof) if the Closing has not occurred by the Termination Date (provided that the right to Closing set forth in Section 2 of terminate this Subscription Agreement are pursuant to this clause (c) shall not satisfied be available to the Investor if the Investor's breach of any of its covenants or obligations under this Subscription Agreement, or if an affiliate of the Investor is one of the Other Investors under an Other Subscription Agreement, such Other Investor's breach of any of its covenants or obligations under the Other Subscription Agreement, either individually or in the aggregate, shall have proximately caused the failure of the Closing or the Transaction to occur on or prior to before the Closing and, as a result thereof, Termination 22 Date (the termination events described in the transactions contemplated by this Subscription Agreement are not consummated at immediately preceding clauses (a) through (c) being, collectively, the Closing; "Termination Events"); provided, that nothing herein will relieve any party from liability for any willful and material 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 and material breach. The Company Dynamics shall promptly notify Subscriber the Investor 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 Dynamics in connection herewith shall promptly (and in any event within one (1) Business Day) following the Termination Event be returned to the Investor. No later than 9:00 a.m., New York City time, on the first (1st) Business Day following a Termination Event, Dynamics shall file with the SEC a Current Report on Form 8-K disclosing the termination of the Transaction Agreement and any other material, nonpublic information that Dynamics provides or makes available to the Investor or any of the Investor's affiliates, attorneys, agents or representatives at any time prior to the filing of such Form 8-K with respect to the Company, the Transaction and the transactions contemplated by this Subscription Agreement, the Other Subscription Agreements and the Transaction Agreement that constitutes material, nonpublic information. 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) (i) such date and time as the Transaction Business Combination Agreement is validly terminated in 26 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) if any Agreement, (iii) Issuer's notification to the Subscriber in writing that it has, with the prior written consent of Oculis, abandoned its plans to move forward with the Transactions and/or terminated the Subscriber's obligations with respect to the subscription without the issuance of the conditions Subscribed Shares having occurred, (iv) at the election of Subscriber following the date that is 30 days after the Acquisition Closing Date (as defined in the Business Combination Agreement as in effect on the date hereof) if the Closing shall not have occurred by such date (provided, that the right to Closing set forth in Section 2 of terminate this Subscription Agreement are pursuant to this clause (iv) shall not satisfied on be available to Subscriber if Subscriber's or prior to the Closing and, as a result thereof, the transactions contemplated by its assignee's breach of any of its covenants or obligations under this Subscription Agreement are not consummated at (or if an affiliate of Subscriber is one of the Closing; provided, Subscribers under an Other Subscription Agreement, such other Subscriber's breach of any of its covenants or obligations under the Other Subscription Agreement) either individually or in the aggregate, shall have proximately caused the failure of the consummation of the Acquisition Closing on or before the 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 such breach. The Company Issuer shall promptly notify Subscriber in writing of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement. Upon the termination hereof in accordance with this Section 5, any monies paid by Subscriber to the Issuer in connection herewith shall promptly (and in any event within two (2) Business Days) be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated. 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) (i) such date and time as the Transaction Business Combination Agreement is validly terminated in accordance with its terms, (b) terms without being consummated, (ii) upon the mutual written agreement of each of the par...ties hereto to terminate this Subscription Agreement or (c) if any Agreement, (iii) Issuer's notification to the Subscriber in writing that it has, with the prior written consent of Oculis, abandoned its plans to move forward with the Transactions and/or terminated the Subscriber's obligations with respect to the subscription without the issuance of the conditions Subscribed Shares having occurred, (iv) at the election of Subscriber following the date that is 30 days after the Acquisition Closing Date (as defined in the Business Combination Agreement as in effect on the date hereof) if the Closing shall not have occurred by such date (provided, that the right to Closing set forth in Section 2 of terminate this Subscription Agreement are pursuant to this clause (iv) shall not satisfied on be available to Subscriber if Subscriber's or prior to the Closing and, as a result thereof, the transactions contemplated by its assignee's breach of any of its covenants or obligations under this Subscription Agreement are not consummated at (or if an affiliate of Subscriber is one of the Closing; provided, Subscribers under an Other Subscription Agreement, such other Subscriber's breach of any of its covenants or obligations under the Other Subscription Agreement) either individually or in the aggregate, shall have proximately caused the failure of the consummation of the Acquisition Closing on or before the 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 such breach. The Company Issuer shall promptly notify Subscriber in writing of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement. Upon the termination hereof in accordance with this Section 5, 26 any monies paid by Subscriber to the Issuer in connection herewith shall promptly (and in any event within two (2) Business Days) be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated. View More
