Termination Contract Clauses (53,121)

Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect (i) upon the termination of the Merger Agreement prior to the Closing, (ii) if the Purchaser fails to purchase the $5 million of Purchased Shares by the Closing, (iii) if the Merger shall not have been completed by August 10, 2019, (iv) if any condition or covenant set forth in the Merger Agreement has been amended, modified, deleted or otherwise changed or... waived by any party to the Merger Agreement without the written consent of Purchaser, (v) if TV AZTECA S.A.B. DE C.V., a Grupo Salinas company, shall have not purchased $5 million of shares of Common Stock of BRAC on the same terms as the Purchaser's purchase of Purchased Shares pursuant to this Agreement (vi) upon a breach by any party hereto of their respective representations, warranties or covenants set forth in this Agreement or (vii) the conditions set forth in Section 6 are not satisfied. Notwithstanding any provision in this Agreement to the contrary, the Company's obligation to issue the shares of Common Stock to the Purchaser pursuant to Section 2 hereof and BROG's obligation to transfer the BROG Shares to the Purchaser pursuant to Section 2 hereof shall be conditioned on the Closing occurring and the Purchaser purchasing the $5 million of Purchased Shares. View More

Termination. Upon the expiration of the Term as set forth in Subsection 2.1, PJ Tech can terminate this agreement by giving the Company sixty (30) days notice to the Company. The Company can terminate this agreement by giving PJ Tech sixty (30) days notice. The Company can terminate this agreement immediately, without penalties, by demonstrating willful misconduct, malfeasance, gross negligence or other like conduct adversely affecting the best interests of the Company, including, without limitation, (i)... the failure or neglect by PJ Tech to perform their duties hereunder; (ii) the commission of any felony against the Company, including, without limitation, any fraud against the Company, any of its affiliates, clients or customers of the Company. View More

Termination. This Agreement may be terminated at any time by the mutual written consent of the Company and the Sellers.

Termination. If the Closing does not occur or the Merger Agreement is terminated prior to the Effective Time (as defined in the Merger Agreement), then this Agreement shall terminate ab initio and be of no further force or effect.

Termination. Subject to reinstatement pursuant to Section 13 hereof, this Subsidiary Guaranty Agreement and each Subsidiary Guaranty Joinder Agreement, and all of the Subsidiary Guarantors' Obligations hereunder (excluding those Subsidiary Guarantors' obligations relating to Guaranteed Liabilities that expressly survive such termination) shall terminate on the Facility Termination Date. In addition, the Administrative Agent may release any Subsidiary Guarantor from its obligations under this Subsidiary... Guaranty Agreement to the extent permitted by Section 9.10(c) of the Credit Agreement. In each case as specified in this Section 22, the Administrative Agent will, at the Loan Parties' expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Subsidiary Guarantor from its obligations under this Subsidiary Guaranty Agreement. 9 23. Remedies Cumulative; Late Payments. All remedies hereunder are cumulative and are not exclusive of any other rights and remedies of the Administrative Agent or any other Guaranteed Party provided by Law or under the Credit Agreement, the other Loan Documents or other applicable agreements or instruments. The making of the Loans and other credit extensions pursuant to the Credit Agreement and other Related Agreements shall be conclusively presumed to have been made or extended, respectively, in reliance upon each Subsidiary Guarantor's guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts not paid when due under this Subsidiary Guaranty Agreement shall bear interest at the Default Rate. View More

Termination. If the SPA is terminated pursuant to its terms prior to the Amendment Effective Date, this Amendment shall terminate and be of no further force and effect. For the avoidance of doubt, termination of the SPA on or after the Amendment Effective Date shall have no effect on this Amendment.

Termination. This Agreement may be terminated at any time prior to the Closing: a)by the mutual written consent of Seller and Buyer; b)by either Party if the transactions contemplated by this Agreement are not consummated by February 28, 2020, which date shall be automatically extended for up to an additional 30 days if and as required (the "Drop-Dead Date") and further by mutual agreement; c)by Buyer, by written notice to Seller if: i.Buyer is not then in material breach of any provision of this Agreement... and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement and such breach, inaccuracy or failure cannot be cured by Seller by the Drop-Dead Date; or ii.any of the conditions set forth in Section 3 shall not have been fulfilled by the Drop-Dead Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing. d)by Seller, by written notice to Buyer if: i. Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement and such breach, inaccuracy or failure cannot be cured by Buyer by the Drop-Dead Date; or ii.any of the conditions set forth in Section 3, including, without limitation, the Section 3(e) condition that Buyer secures not less than $10 million of financing, before offering fees and expenses shall not have been fulfilled by the Drop-Dead Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing. e)by Seller or Buyer in the event that: i.there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or ii.any governmental authority shall have issued a governmental order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. View More

Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate either this Agreement in its entirety or any Agent from providing services hereunder in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through any Agent for the Company, the obligations of the Company, including in respect of compensation of such Agent, shall remain in full force... and effect notwithstanding such termination and (ii) the representations and warranties in Section 2 and the provisions 21 of Sections 7, 9, 13, 14, 15, 16 and 17 of this Agreement shall remain in full force and effect notwithstanding such termination, as applicable. (b) The Agents shall have the right, in their sole discretion, or any one of them in its sole discretion as to itself, by giving written notice as hereinafter specified, to terminate this Agreement at any time. Any such termination shall be without liability of any party to any other party except that the representations and warranties in Section 2 and the provisions of Sections 7, 9, 13, 14, 15, 16 and 17 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect with respect to a party unless terminated by or with respect to such party pursuant to Section 10(a) or (b) above, as applicable, or otherwise by mutual agreement of the parties; provided, that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that the representations and warranties in Section 2 and the provisions of Sections 7, 9, 13, 14, 15, 16 and 17 of this Agreement shall remain in full force and effect notwithstanding such termination. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination or the date mutually agreed by the parties, as the case may be; provided, that such termination shall not be effective until the close of business on the date of receipt of such notice by the applicable Agents or the Company, or the date mutually agreed by the parties, as the case may be. If such termination shall occur prior to the Delivery Date for any sale of Stock, such sale shall settle in accordance with the provisions of Section 3(i) hereof. (e) Unless terminated earlier pursuant to this Section 10, this Agreement shall terminate automatically upon the issuance and sales of Shares through the Agents that collectively equal the Maximum Amount. Except as otherwise provided herein, all statements, requests, notices and agreements hereunder shall be in writing, and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed as follows: if to Sandler O'Neill & Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, Attention: General Counsel; if to Evercore Group L.L.C., 55 East 52nd Street, 36th Floor, New York, NY 10055; if to SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE, 11th Floor, Atlanta, GA 30326, Attention: Equity Capital Markets; if to BB&T Capital Markets, a division of BB&T Securities, LLC, Capital Markets Syndicate Desk, 901 East Byrd Street, Suite 300, Richmond, VA 23219; if to Fifth Third Securities, Inc., 424 Church Street, Maildrop: UTFC6B, Nashville, TN 37219; if to Janney Montgomery Scott LLC, 1717 Arch Street, 22nd Floor, Philadelphia, PA 19103; and with respect to each notice to any Agent a copy (for informational purposes only) to Morrison & Foerster LLP, 2000 Pennsylvania Avenue, NW Suite 6000, Washington, D.C. 20006, Attention: Justin R. Salon, Esq. ; and if to the Company shall be delivered or sent by mail to Community Healthcare Trust Incorporated, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067, Attention: 22 Timothy G. Wallace, with a copy (for informational purposes only) to Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, 211 Commerce Street, Suite 800, Nashville, Tennessee 37201, Attention: Tonya Mitchem Grindon. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. No purchaser of any of the Shares shall be deemed a successor or assign by reason merely of such purchase. View More

Termination. Other than with respect to Section 2, Section 3 and Section 4, this Agreement shall terminate at the end of the Restricted Period (such date, the "Termination Date"). No termination of this Agreement shall relieve any party hereto from liability for any breach of this Agreement prior to such termination. Notwithstanding anything to the contrary in this Agreement: (a) The obligations of the Stockholders pursuant to Section 1, Section 2, Section 3, Section 4, Section 5, Section 6, Section 7,... Section 8 and Section 10 shall terminate in the event that the Company materially breaches its obligations pursuant to Section 2, Section 3, Section 4, Section 5, Section 6, Section 7, Section 8 or the representations and warranties in Section 12(b) of this Agreement and, in each case, such breach has not been cured within 30 days following written notice of such breach; provided, however, that any termination in respect of a breach of Section 6 shall require a determination of a court of competent jurisdiction that the Company has materially breached Section 6; provided, further, that the obligations of the Stockholders pursuant to Section 7 shall terminate immediately in the event that the Company materially breaches its obligations under Section 7; and (b) The obligations of the Company pursuant to Section 2, Section 3, Section 4, Section 5, Section 6, Section 7 and Section 8 shall terminate in the event that the Stockholders materially breach their obligations in Section 1, Section 2, Section 4, Section 5, Section 6, Section 7, Section 8 and Section 10 or the representations and warranties in Section 12(a) and, in each case, such breach has not been cured within 30 days following written notice of such breach; provided, however, that any termination in respect of a breach of Section 6 shall require a determination of a court of competent jurisdiction that the Stockholders have materially breached Section 6; provided, further, that the obligations of the Company pursuant to Section 7 shall terminate immediately in the event that either Mr. Shahinian or Camac materially breaches the its obligations under Section 7. View More

Termination. Following the Closing, (a) Sections 2, 3, 4, and 7 of this Agreement shall terminate automatically (without any action by any party hereto) on the first date on which no Voting Party has the right to designate a director to the Board under this Agreement; provided, that the provisions in Section 7(b) shall survive such termination; (b) Section 5 of this Agreement shall terminate automatically (without any action by any party hereto) on the first date on which the combined voting power of the... Voting Parties no longer exceeds fifty percent (50%) of the total voting power of the Company then outstanding and (c) the remainder of this Agreement shall terminate automatically (without any action by any party hereto) as to each Voting Party when such Voting Party ceases to Beneficially Own any Voting Shares. View More