Termination Clause Example with 4 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 Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that is not cured, to the reasonable satisfaction of Pubco, within ten business days after notice of such breach is given by P...ubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholders that by its nature cannot be cured); (c) Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.View More
Variations of a "Termination" Clause from Business Contracts
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) the mutual agreement of Pubco and Priveco; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that is not cured, to the reasonable satisfaction of Pubco, within ten 10 business days after notice of such breach is giv...en by Pubco (except that no cure period will shall be provided for a breach by Priveco or the Selling Shareholders that by its nature cannot be cured); (c) Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, cured, to the reasonable satisfaction of Priveco, within ten 10 business days after notice of such breach is given by Priveco (except that no cure period will shall be provided for a breach by Pubco that by its nature cannot be cured); or (d) Pubco or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco if any permanent injunction or other order of a governmental entity of or competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will shall be of no further force or effect, provided, however, that no termination of this Agreement will shall relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. 9. INDEMNIFICATION, REMEDIES, SURVIVAL 9.1 Certain Definitions. For the purposes of this Article 9, the terms "Loss" and "Losses" mean any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Pubco or Priveco, including damages for lost profits or lost business opportunities. 9.2 Agreement of Priveco to Indemnify. Priveco shall indemnify, defend and hold harmless, to the full extent of the law, Pubco and its shareholders from, against and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of: (a) the breach by Priveco of any representation or warranty of Priveco contained in or made pursuant to this Agreement, any Priveco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Priveco of any covenant or agreement of Priveco made in or pursuant to this Agreement, any Priveco Document or any certificate or other instrument delivered pursuant to this Agreement. 9.3 Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders shall indemnify, defend and hold harmless, to the full extent of the law, Pubco and its shareholders from, against and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of: (a) the breach by the Selling Shareholders of any representation or warranty of the Selling Shareholders contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or (b) any breach by the Selling Shareholders of Section 2.2. 9.4 Agreement of Pubco to Indemnify. Pubco shall indemnify, defend and hold harmless, to the full extent of the law, Priveco and the Selling Shareholders from, against and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by Priveco and the Selling Shareholders by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement. View More
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; the Purchaser; (b) Pubco, if there has been a material breach by Priveco the Purchaser or any of the Selling Shareholders Purchaser of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco the Purchaser or the Selling Shareholders Purchaser that is not cured, to the reasonable satisfaction of Pubco, wit...hin ten business days after notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco the Purchaser or the Selling Shareholders Purchaser that by its nature cannot be cured); (c) Priveco, the Purchaser, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, the Purchaser, within ten business days after notice of such breach is given by Priveco the Purchaser (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, the Purchaser, if the Transaction is not closed by May December 31, 2015, 2016, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco the Purchaser if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; the parties; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders Purchasers of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that Purchasersthat is not cured, to the reasonable satisfaction of Pubco, within ten business days af...ter notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholders Purchasers that by its nature cannot be cured); (c) Priveco, The Purchasers, if there has been a material breach by Pubco or Subco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco or Subco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, the Purchasers, within ten business days after notice of such breach is given by Priveco the Purchasers (except that no cure period will be provided for a breach by Pubco or Subco that by its nature cannot be cured); (d) Pubco Pubco, Subco, or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco Purchasers, if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, 7.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby exercise of the First Option or the First Put Right by: (a) the mutual agreement of Pubco and Priveco; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders Shareholder that is not cured, to the reasonable satisfact...ion of Pubco, within ten 10 business days after notice of such breach is given by Pubco (except that no cure period will shall be provided for a breach by Priveco or the Selling Shareholders Shareholder that by its nature cannot be cured); or (c) Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco if any permanent injunction or other order of a governmental entity of competent authority Governmental Authority preventing the consummation of the Transaction transactions contemplated by this Agreement hereby has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will shall be of no further force or effect, provided, however, that no termination of this Agreement will shall relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More
