Termination Clause Example with 135 Variations 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) (i) such date and time as the Transaction Business Combination Agreement is terminated in accordance with its terms, (b) terms or (ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscriptio...n 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, 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. 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 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. 8 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 August 13, 2015 (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 irrevocable 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 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 (i) the date and time as on which the Transaction Merger Agreement is terminated in accordance with its terms, (b) terms (the "Termination Date"), (ii) upon the mutual written agreement of each of the parties heret...o and the Company 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 are not satisfied or waived 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, Closing or (d) December 31, 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 of the termination of the Transaction 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 hereto 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 validly terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement... Agreement, and (c) at the election of Ardour, on or (c) after the date that is 180 days after the date hereof (the "End Date") if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are has not satisfied occurred on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; 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 Ardour and the Financial Advisor of the termination of the Transaction Agreement promptly BCA after the termination of such agreement. View More

Termination. This Subject to the last sentence of Section 1, this Backstop 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 validly terminated in accordance with its terms, terms or (b) upon the mutual written agreement of each of the pa...rties hereto and BigBear to terminate this Backstop 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 any such willful breach. The Company shall promptly notify Subscriber the Investor 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 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 Company and Subscriber to terminate this Subscriptio...n Agreement and (c) the date that is 60 days after the Outside Deadline (as defined in the Merger Agreement as in effect on the date hereof, without giving effect to any amendment, modification or (c) if waiver of any provision thereof that would have the effect of extending the conditions Outside Deadline to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as 19 a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, later time); provided that 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 losses, liabilities or damages arising from such breach. The Company shall promptly notify Subscriber of the termination of the Transaction Merger Agreement promptly after the termination thereof, and any monies paid by the Subscriber to the Company in connection herewith shall be promptly returned to the Subscriber within one (1) Business Day of such agreement. termination. 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 Agreement is 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) Ag...reement, (iii) if any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are not satisfied satisfied, or are not capable of being satisfied, or waived on or prior to the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing; provided, Closing Date and (iv) July 31, 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 any such willful breach. The Company shall promptly notify Subscriber the Encompass Investors of the termination of the Transaction 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 Business Combination 12 Agreement is terminated in accordance with its terms, (b) terms prior to the consummation of the Transaction, (ii) upon the mutual written agreement of each of th...e parties hereto to terminate this Subscription Agreement or (c) if any of (iii) October 28, 2021; provided, that, subject to the conditions to Closing limitations 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 8, 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 willful breach. The Company shall promptly notify the Subscriber of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement. agreement (and in any event, not later than two (2) business days thereafter). Upon a valid termination of this Subscription Agreement pursuant to this Section 5 after the delivery by the Subscriber of the Applicable Purchase Price, the Company shall promptly (but not later than two (2) business days thereafter) return the Applicable Purchase Price to the Subscriber. 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, (x) 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, terms without being consummated, (b) upon the mutual written agreement of each of the parties hereto a...nd the Company to terminate this Subscription Agreement, (c) SPAC's and TopCo's notification to the Investor in writing that it has, with the prior written consent of the Company, abandoned its plans 14 to move forward with the Transaction and terminated the Investor's obligations with respect to the subscription without the delivery of the Shares having occurred, (d) 15 days after the Termination Date (as defined in the Business Combination Agreement as in effect on the date hereof), if the Closing has not occurred by such date other than as a result of a breach of Investor's obligations hereunder, or (c) (y) if any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are (i) not satisfied or waived on or prior to the Closing and (ii) 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 (x) and (y) above, collectively, the "Termination Events"); provided that nothing herein will relieve any party from liability for any willful intentional 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 intentional breach. The Company SPAC shall promptly notify Subscriber the Investor in writing of the termination of the Transaction Business Combination 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 the escrow agent 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, (x) 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, terms without being consummated, (b) upon the mutual written agreement of each of the parties hereto a...nd the Company to terminate this Subscription Agreement, (c) SPAC's and TopCo's notification to the Investor in writing that it has, with the prior written consent of the Company, abandoned its plans to move forward with the Transaction and terminated the Investor's obligations with respect to the subscription without the delivery of the Shares having occurred, (d) 15 days after the Termination Date (as defined in the Business Combination Agreement as in effect on the date hereof), if the Closing has not occurred by such date other than as a result of a breach of Investor's obligations hereunder, or (c) (y) if any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are (i) not satisfied or waived on or prior to the Closing and (ii) 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 (x) and (y) above, collectively, the "Termination Events"); provided that nothing herein will relieve any party from liability for any willful intentional 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 intentional breach. The Company SPAC shall promptly notify Subscriber the Investor in writing of the termination of the Transaction Business Combination 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 the escrow agent 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