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 Except as expressly set forth herein, 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 termin...ate this Subscription Agreement, (c) 30 days after the Termination Date (as defined in the Merger Agreement or (c) 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 Subscriber's obligations hereunder and (d) 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 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 14 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 Merger Agreement promptly after the termination of such agreement. For the avoidance of doubt, if any termination hereof occurs after the delivery by Subscriber of the Purchase Price for the Shares, the Company shall promptly (but not later than one (1) business day after the date of such termination) return the Purchase Price to Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off. 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) (ii) upon the mutual written agreement of each of the parties hereto to terminate this Sub...scription Agreement or (c) and (iii) nine months from the date hereof 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 has not consummated at the Closing; provided, occurred; 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 of the termination of the Transaction Business Combination Agreement reasonably 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, 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 Merger 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 and Target to terminate this Subscription Agreement or (c) Agreement, and (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 filed with the Commission on or shortly after the date hereof) and, as a result thereof, the transactions contemplated by this Subscription Agreement 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, 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 Merger Agreement promptly after the termination of such agreement. agreement, and shall instruct the Escrow Agent to promptly return any monies paid by the Subscriber to the Escrow Account in connection herewith 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 to occur of (a) (i) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon terms or (ii) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement Agree...ment, or (c) (y) if any of the conditions to Closing 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 or are not consummated at the Closing; provided, Closing (provided, that the right to terminate this Subscription Agreement pursuant to this clause (y) shall not be available to the Investor if the Investor's or its assignee's willfully breach any of its covenants or obligations under this Subscription Agreement, or if the SPAC's or its affiliates' willfully breach their respective covenants or obligations under the Transaction Agreement or the agreements contemplated thereby, either individually or in the aggregate, and such willful breach causes the failure of the consummation of the Transaction); 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 Issuer or SPAC shall promptly notify Subscriber the Investor of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 9, any monies paid by the Investor to the Escrow Account or SPAC in connection herewith shall be promptly (and in any event within two (2) business days after such termination) 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 Business Combination Agreement is terminated in accordance with its terms, the terms therein, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscripti...on Agreement Agreement, (c) April 18, 2022 if the Closing has not occurred by such date, other than as a result of a breach of Subscriber's obligations hereunder, or (c) (d) if any of the conditions to Closing set forth in Section 2 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 each case 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 shall promptly notify Subscriber 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 Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) business day) following the Termination Event be returned to Subscriber by wire transfer of immediately available funds to the account specified by Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off. 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 Agreement is terminated in accordance with its terms, (b) (ii) upon the mutual written agreement of each of the parties hereto to terminate this 20 Subscription Agre...ement or (c) if Agreement, (iii) if, upon the Closing Date, any of the conditions to Closing set forth in Section 2 3 of this Subscription Agreement are have not been satisfied on or prior waived as of the time required pursuant to this Subscription Agreement to be so satisfied or waived by the Closing party entitled to grant such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated or (iv) at the Closing; election of the Subscriber, if the closing of the Transaction has not occurred by the December 30, 2021; provided, that that, subject to the limitations set forth in Section 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 breach. The Company shall promptly notify the Subscriber of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement. If any termination hereof occurs after the delivery by the Subscriber of the Applicable Purchase Price for the Shares, the Company shall promptly (but not later than two business days thereafter) return the Applicable Purchase Price to the Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off. 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 Agreement and Plan of Merger 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 the Subscription Closing set forth in Section 2 of this Subscription Agreement are not satisfied 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; Subscription Closing, (d) the Outside Date (as defined in the Agreement and Plan of Merger and as may be extended as described therein) if the Merger Closing has not occurred on or before such date and (e) the first anniversary of the date of this Subscription Agreement if the Merger Closing and the Subscription Closing have not occurred on or before such first anniversary; 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 of the termination of the Transaction Agreement promptly after and Plan of Merger (other than such a termination as a result of the termination of such agreement. Merger Closing thereunder). 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, the SPAC, and the Subscriber to terminate t...his Subscription Agreement or Agreement, (c) if if, on the Closing Date of the Transaction, any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are have not been satisfied on as of the time required hereunder to be so satisfied or prior waived by the party entitled to the Closing grant such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at and (d) March 31, 2022, unless extended for up to an additional three (3) months by the Closing; delivery of written notice from the Company or the SPAC that the parties are working in good faith to expeditiously close the Transaction and the Merger Agreement has also been extended for up to an additional three (3) months; 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 reasonable and documented out-of-pocket losses, liabilities or damages arising from such willful breach. The Company shall promptly notify Subscriber in writing of the termination of the Transaction Merger Agreement as promptly as practicable after the termination of such agreement. thereof. 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, on or prior 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 (iv) on or after the date that is 270 days after the date hereof if the Closing has not occurred on or prior to 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 KVSB shall promptly notify Subscriber the Investor of the termination of the Transaction Agreement 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 KVSB in connection herewith shall be promptly (and in any event within one (1) business day after such termination) returned to the Investor without any deduction. View More
Termination. This Except as expressly set forth herein, 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 14 to ter...minate this Subscription Agreement or Agreement, (c) 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 or will not be consummated at the Closing; Closing Date, and (d) if the consummation of the Transactions shall not have occurred by October 28, 2021; 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 Merger Agreement promptly after the termination of such agreement. For the avoidance of doubt, if any termination hereof occurs after the delivery by Subscriber of the Purchase Price for the Shares, the Company shall promptly (but not later than one (1) business day after the date of such termination) return the Purchase Price to Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off. View More
