Termination Contract Clauses (53,121)

Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the Selling Stockholders, Company, if after the execution and delivery of this Agreement and prior to a Closing Date any event described in Section 7(c) shall have occurred.

Termination. This Agreement may be terminated at any time at or prior to the Closing only: 14.1.4by 14.1.1 by mutual consent of the Parties;14.1.5by Seller, Parties; 14.1.2 by Sellers, at Seller's Sellers' option, if any of the conditions applicable to Purchaser set forth above in Article 10 have not been satisfied as provided therein or waived by Seller Sellers on or before the Closing Date;14.1.6by December 31, 2014; 14.1.3 by Purchaser, at Purchaser's option, if any of the conditions applicable to Seller... Sellers set forth above in Article 11 have not been satisfied as provided therein or waived by Purchaser on or before the Closing Date; and14.1.7by Seller or Purchaser December 31, 2014; 14.1.4 by either Party pursuant to the provisions of Section 3.8, if applicable.14.2Effect applicable; and 14.1.5 by Sellers, at Sellers' option, if the Performance Deposit has not been delivered by Purchaser to Sellers in accordance with Section 2.3 by the close of business on October 6, 2014. 14.2 Effect of Termination. If this Agreement is terminated pursuant to Section 14.1 above, this Agreement shall become void and of no further force or effect (except for the provisions of the final sentence of Section 3.1 and Sections 5.2.2, 16.6, 16.7, 9.2, 16.10, and this Section 14.2, which shall continue in full force and effect). If this Agreement is terminated pursuant to either Section 14.1.1 or Section 14.1.4, neither no Party shall have any further liability to the other as the result of such termination. If this Agreement is otherwise terminated by Seller pursuant to Section 14.1.2, then Seller shall have 14.1, the option Party in material default of retaining its obligations under this Agreement at the Performance Deposit as liquidated damages pursuant to Section 2.3. If time this Agreement is so terminated by Purchaser pursuant to Section 14.1.3, then the Performance Deposit shall be returned liable to Purchaser. the other Party for damages (but not including specific performance) relating to such default, limited, however, as provided in Section 2.3, and such liability shall not be affected by such termination. Notwithstanding anything to the contrary contained in this Agreement, upon any termination of this Agreement pursuant to Section 14.1, Seller Sellers shall be free immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber, or otherwise dispose of the Assets to any party without any restriction under this Agreement.14.3Availability Agreement; and Purchaser shall be liable for all actual, incidental, and consequential damages (including, without limitation, lost profits) if it attempts to interfere in any way with any such enjoyment or action by Sellers; provided that the institution of Specific Performance. Notwithstanding anything a lawsuit for actual, incidental, or consequential damages (including, without limitation, lost profits) by Purchaser shall not be deemed to be an attempt to interfere with such enjoyment or action by Sellers, as long as Purchaser, upon written request by Sellers, provides reasonable assurances to any party (as designated by Seller) contemplating the purchase from Seller of the Assets or any portion thereof that Purchaser claims no interest in the Assets by virtue of a right to enforce specific performance under this Agreement and shall waive any rights it may have to enjoin the contrary, the Parties agree that irreparable damage would occur to a Party in the event that any sale of the obligations, undertakings, covenants or agreements of the other Party were not performed in accordance with their specific terms or were otherwise breached, including the consummation of the Closing. Accordingly, either Party shall be entitled Assets to an injunction or injunctions to prevent breaches of this Agreement by the other Party without any bond or other security being required, such party and to enforce specifically the terms and provisions of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy, this being in addition to institute any other remedy to which such Party is entitled actions at law or against such party with respect to tortious interference with its rights under the Agreement, unless Purchaser has reasonable cause to believe that the party in equity. question has tortiously interfered with its rights under this Agreement. View More

Termination. This Option shall be exercisable for three months after the Relationship ceases; Participant ceases to be an employee; provided, however, if the Relationship is terminated by the Company for cause, the Option shall terminate immediately. Upon Participant's death or Disability, this Option may be exercised for twelve (12) months after the Relationship ceases. In no event may Participant exercise this Option after the Term/Expiration Date as provided in the Notice of Stock Option Award. above.

Termination. (a) Prior to the Closing, Buyer may terminate this Agreement by written notice to Seller at any time and for any or no reason. (b) Prior to the Closing, this Agreement will terminate automatically upon the termination of the Willbridge Facility PSA. 9 (c) Any provision of this Agreement that, by its nature, should survive the termination of this Agreement shall survive the termination of this Agreement, including Seller's repayment obligation under Section 7(d), this Section 10, and Sections 11... and 12 below. 9 11. Liability for Damages. A party that breaches any of its representations, warranties, or covenants in this Agreement will be liable for any and all losses, damages, liabilities, obligations, fines, penalties, costs, and expenses suffered by the other parties to the extent caused by or resulting from the breach. View More

Termination. This Agreement may be terminated by either party in the event that: a. The other party makes a general assignment for the benefit of creditors; b. The other party Party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such party Party under any federal, state, or other bankruptcy or insolvency laws and such proceedings are not terminated within ninety (90) days, or a receiver is appointed for such party; Party; c. The other party Party ceases to function... as a going concern; d. The other party fails to perform any material provision of this Agreement and does not cure such failure within a period of thirty (30) days after receipt of written notice from the other party specifying such failure and stating its intention to terminate this Agreement if such failure is not cured; or cured provided, however, that such period of thirty (30) days shall be extended for an additional fourteen (14) days if the nonperforming party, in good faith, begins performance necessary to cure after notice and proceeds to complete such performance with reasonable diligence; and e. Performance of this Agreement is suspended by the other party in accordance with Section 13(a) 15(a) below, and it appears that such performance will be delayed for more than six (6) months. seventy-five (75) days; f. Upon expiration or termination of this Agreement all monies owed by Customer to Supplier or by Supplier to Customer become immediately due and must be paid forthwith and in no event later than thirty (30) days. g. Neither party shall have the right to terminate this Agreement without Cause or for convenience, but rather, shall only have the right to terminate the Agreement for Cause, described in Section 14 subsections a. through e. inclusive, or as a result of force majeure as provided in Section 15. View More

Termination. In the event that this LOI is not superseded by the Agreement on or before May 30, February 21, 2014, or such other date the Parties may agree to, the terms of this LOI will be of no further force or effect except for Section 7 and 9.

Termination. (a) Except as set forth in Section 10(b) below, this Agreement may be terminated only by a written instrument that has been executed by each of the Holders and that has been approved by a majority of the members of the Board other than any of the Covered Holders who are members of the Board and executed on behalf of the Company. (b) This Agreement shall terminate, except for Sections 7 and 11 which shall survive such termination and other than with respect to any action or event occurring or... arising prior to such termination, at such time as the voting power of the shares of Class A Common Stock, Class B Common Stock and other outstanding equity securities of the Company collectively owned, beneficially and of record, by the Covered Holders Holder and the other members of his Holder Group would represent in the aggregate less than thirty four two percent (34%) (2%) of the voting power of all of the outstanding equity securities of the Company (including such shares of Class A Common Stock and Class B Common Stock) entitled to vote generally in the election of directors at an annual meeting of the stockholders of the Company. View More

Termination. 5.1Termination by the Company. 5.2Termination by the Executive. 5.3Benefits Upon Termination. 5.4Release; Exclusive Remedy. 5.5Certain Defined Terms. 5.6Notice of Termination. 5.7Section 409A. 5.8Possible Limitation of Benefits in Connection with a Change in Control.

Termination. The Term and Executive's employment may be terminated upon the occurrence of any of the following events: A. By the Company, upon the death Death of Executive; B. By either party, upon the mental Mental or physical disability of Executive which prevents him from performing substantially all of his duties hereunder for a period of ninety (90) consecutive days or one hundred twenty (120) days during any one year ("Disability"). C. By the Company for any of the following reasons ("For Cause"): 1. For Cause, as defined below: Executive's material breach of this Agreement which is not cured within ten (10) days of receipt of written notice to Executive specifying the breach; 2. Executive's dishonesty, fraud, malfeasance, gross negligence or misconduct which, in the reasonable judgment of the Chief Executive Officer of Bankrate Insurance, is, Board, has resulted, or is likely to, lead to result, in material injury to the Company or the business reputation of the Company; 3 Executive's willful failure to comply with the lawful direction (consistent with Executive's duties) of the Chief Executive Officer of Bankrate Insurance Board or to follow the policies, procedures, and rules of the Company; 4. Executive's negligent failure to comply with the direction (consistent with Executive's duties) of the Chief Executive Officer of Bankrate Insurance or to follow the lawful policies, procedures, and rules of the Company which is not cured within ten (10) days of receipt of written notice; 5. Executive's negligent failure to comply with the lawful direction (consistent with Executive's duties) of the Board or to follow the lawful policies, procedures, and rules of the Company which is not cured within thirty (30) days of receipt of written notice; or Executive's conviction of, or Executive's entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude; or D. turpitude. By either party, upon two weeks written notice in their sole discretion other than pursuant to sub-section A, B or C above; however, the Company may elect upon such notice to require Executive to immediately cease coming to work and return any and all Company property. -4- E. By Executive if the Company materially breaches any provisions of this Agreement, including, without limitation, Section 2(A), 3, 4, 5, or 6, and fails to cure such breach within thirty (30) days of receipt of written notice to the Company specifying the breach; provided that Executive provides such notice within thirty (30) days of becoming aware of such breach and terminates his employment within thirty (30) days following the expiration of such cure period. "Without Cause" means any termination of employment by Company which is not defined in sub-section C above. View More

Termination. The Company Company, Mr. Rhodes and LT ASAB-UK hereby agree that effective at a date specified after completion of the filing of the Company's December 31, 2013 Annual Report on the date hereof Form 10-K and Quarterly Reports on Form 10-Q for 2014, but no later than December 1, 2014, that the Purchase Share Exchange Agreement shall be terminated and be of no further force or effect. Section 2. Waiver and Release of Obligations. (a) UTP ASAB-UK agrees that any and all obligations of the Company... under the Purchase Share Exchange Agreement is hereby waived and terminated and of no further effect. (b) Upon the execution of this Agreement, UTP ASAB-UK and its assigns, successors, subsidiaries, affiliates, owners, members, predecessors, agents, representatives, officers, directors, and employees forever mutually release and discharge the Company's assigns, successors, subsidiaries, affiliates, owners, shareholders, predecessors, agents, representatives, officers, directors, and employees from any and all causes of action, actions, judgments, liens, damages, losses, claims, liabilities, and demands whatsoever, whether known or unknown, which each other had, now has, or hereafter can, shall, or may have, however arising, including by reason of any duty, breach, act, omission, condition or occurrence through and including the date of this Agreement and/or by reason of any fact, act, matter, cause or thing of any kind whatsoever. Section 3. Miscellaneous. (c) Expenses. Each party shall bear its own costs and expenses, including legal fees, incurred or sustained in connection with the preparation of this Agreement and related matters. (d) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company Company, Mr. Rhodes and UTP. ASAB-UK. (e) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. (g) Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. (h) Governing Law. This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be preformed entirely with such State, without regard to the principles of conflict of laws. (i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (j) Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof. View More