Termination Contract Clauses (53,338)

Termination. Either party may terminate this Agreement for any reason upon giving thirty (30) days' advance notice of such termination. In the event of such termination of this Agreement, the Company's only obligation will be to pay Dr. Rothberg any earned but unpaid Consulting Fee as of the termination date. Notwithstanding the foregoing, Dr. Rothberg's entitlements under the Option and Sections 3(c) of this Agreement will survive the termination of this Agreement.

Termination. This Agreement shall terminate upon the earliest to occur of any one of the following events: (a) (i) with respect to the GA Stockholder only, at such time as the GA Stockholder no longer Beneficially Owns shares of Common Stock representing at least 5% 10% of the Common Stock then outstanding and (ii) with respect to the Warburg Summit Stockholder only, at such time as the Warburg Summit Stockholder no longer Beneficially Owns shares of Common Stock representing at least 5% 10% of the Common... Stock then outstanding and (b) the unanimous written consent of the parties hereto. Notwithstanding the foregoing, Sections 7 8 through 23 25 shall survive any termination of this Agreement. View More

Termination. The obligations of the Underwriters Underwriter hereunder may be terminated by the Representatives Underwriter by notice given to and received by the Partnership prior to delivery of and payment for the Units if, prior to that time, any of the events described in Sections 7(j), 7(k) 8(l), 8(o) and 7(l) 8(p) shall have occurred or if the Underwriters Underwriter shall decline to purchase the Units for any reason permitted under this Agreement. 31 36 11. Reimbursement of Underwriters' Underwriter's Expenses. (a) If the Partnership Parties Selling Unitholders shall fail to tender the Units for delivery to the Underwriters Underwriter at the Delivery Date by reason of any failure, refusal or inability on the part of the Partnership Parties to perform any agreement on their part to be performed, or because any other condition of the Underwriters' Underwriter's obligations hereunder required to be fulfilled by the Partnership Parties is not fulfilled, the Partnership Parties will reimburse the Underwriters Underwriter for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters Underwriter in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Parties shall pay the full amount thereof to the Representatives. Underwriter. (b) If this Agreement is terminated pursuant the Selling Unitholders shall fail to Section 9 tender the Units for delivery to the Underwriter at the Delivery Date by reason of any failure, refusal or inability on the default part of one the Selling Unitholders to perform any agreement on their part to be performed, or more Underwriters, because any other condition of the Partnership Parties Underwriter's obligations hereunder required to be fulfilled by the Selling Unitholders is not fulfilled, the Selling Unitholders will reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriter in connection with this Agreement and the proposed purchase of the Units, and upon demand the Selling Unitholders shall not be obligated pay the full amount thereof to reimburse any defaulting Underwriter on account of those expenses. the Underwriter. View More

Termination. This Agreement shall terminate on upon the earlier of (i) the consummation by the Company of an initial the Business Combination and (ii) the Company's liquidation (in each case as described in the Registration Statement) (such earlier date, date hereinafter referred to as the "Termination Date"), except that Section 2 (Indemnification) 3 and Section 4 shall survive any termination of this Agreement.

Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company. 5 10. Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the "Indemnitor") agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and... expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the Company's independent auditors) or (ii) any prospective target business with which the Company has discussed entering into a transaction agreement (a "Target"); "Business Combination Partner"); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company or a Target Business Combination Partner do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 $10.30 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 $10.30 per Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company's tax obligations, (y) shall not apply to any claims by a third party or Target a Business Combination Partner who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company's indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense. View More

Termination. This Underwriting Agreement may be terminated, terminated at any time prior to the Closing Date with respect to the Bonds by the Representatives Representative by written notice to the Issuer and DTE and each other Underwriter if after the date hereof execution and delivery of this Underwriting Agreement by the parties hereto and at or prior to the Closing Date (a) there shall have occurred any general suspension of trading in securities or any suspension of trading in DTE's securities on the... New York Stock Exchange ("NYSE") or there shall have been established by the NYSE, NYSE or by the Commission any general limitation on prices for such trading or any general restrictions on the distribution of securities, securities or a general banking moratorium shall have been declared by New York or U.S. federal authorities or (b) there shall have occurred any (i) material disruption of securities settlement or clearance services, (ii) material outbreak or escalation of hostilities (including, without limitation, (including an act of terrorism) or (ii) terrorism), (iii) declaration by the United States of war or national or international emergency, calamity or crisis, including, but not limited to, including a material escalation of hostilities or a calamity that existed prior to the date of this Underwriting Agreement Agreement, or (iii) (iv) material adverse change in the financial markets in the United States, and the effect of any such event specified in clause (a) or (b) above on the financial markets of the United States shall be such as to materially and adversely affect, in the reasonable judgment of the Representatives, their Representative, the ability of the Underwriters to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated by the Final Prospectus. Any termination hereof pursuant to this Section 12 shall be without liability of any party hereto to any other party hereto except as otherwise provided in Sections Section 8(a)(vi) hereof and Section 11 hereof. View More

Termination. This Agreement shall terminate upon the earliest of (i) the Effective Time (which, for the avoidance of doubt shall be deemed to occur following the performance of the covenants set forth in Section 4(a)), Sections 2(a), 2(b) and 2(c)), (ii) the termination of the Business Combination Merger Agreement in accordance with its terms, and (iii) the time this Agreement is terminated upon the mutual written agreement of Acquiror, the Company and the Sponsor (the earliest such date under clause (i),... (ii) and (iii) being referred to herein as the "Termination Date"); Sponsor; provided, that the provisions set forth in Sections 9 through 20 19 shall survive the termination of this Agreement. [The remainder of this page is intentionally left blank.] View More

Termination. 5.1 Termination. This Agreement may not be terminated prior to the Time of Payment and Delivery except by the written agreement of the Company and the Investor. 14 5.2 Effect of Termination. If this Agreement is terminated pursuant to Section 5.1, all further obligations of the parties under this Agreement shall terminate, except for the obligations which are intended, expressly or impliedly, to survive the termination of this Agreement.

Termination. 6.1 Consultant or the Company may terminate this Agreement, with 15 days prior written notice to the other party to this Agreement. 6.2 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, Consultant shall, within five calendar days, after such termination: 3 Cooper Advisers, LLC August 12, 2022 Page 4 (a) deliver to the Company all work product and all hardware hardware, software, or software other materials provided for... Consultant's use by the Company; (b) destroy deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information; (c) permanently erase all of the Confidential Information from Consultant's computers and electronic devices; and (d) certify in writing to the Company that Consultant has complied with the requirements of this clause; (e) Notwithstanding the foregoing, the Consultant may retain any Confidential Information (including any copies thereof and/or digital back-up files) as it is legally required to retain in order to comply with applicable record retention law, rules, regulations, or orders, provided, however, that the Consultant will maintain the confidentiality of all retained Confidential Information in accordance with the terms of this Section 5 of this Agreement. clause. View More

Termination. This Sponsor Agreement shall terminate on the earlier of (i) the valid termination of the Business Combination Agreement (in which case this Sponsor Agreement shall be of no force or effect and shall revert to the Prior Sponsor Letter Agreement or Prior Insider Letter Agreement, as the case may be) and (ii) the expiration of the Lock-Up Period (other than Paragraph 6(d), 5(b), Paragraph 7 5(c), Paragraph 6 and Paragraphs 13 12 through 26 and 32 25 which shall survive such termination until all... rights and obligations arising out of or related to each of Paragraph 7 5(b), Paragraph 5(c) and Paragraph 6 shall have been fully performed); provided, that no such termination (including one that results in a reversion to the Prior Sponsor Letter Agreement or Prior Insider Letter Agreement, in each case under clause (i)) shall relieve any party hereto from any liability resulting from its pre-termination breach of this Sponsor Agreement. View More

Termination. This Sponsor Agreement shall terminate on the earlier of (i) the valid termination of the Business Combination Agreement (in which case this Sponsor Agreement shall be of no force or effect and shall revert to the Prior Sponsor Letter Agreement or Prior Insider Letter Agreement, as the case may be) and (ii) the expiration of the Lock-Up Period (other than Paragraph 6(d), 5(b), Paragraph 7 5(c), Paragraph 6 and Paragraphs 13 12 through 26 and 32 25 which shall survive such termination until all... rights and obligations arising out of or related to each of Paragraph 7 5(b), Paragraph 5(c) and Paragraph 6 shall have been fully performed); provided, that no such termination (including one that results in a reversion to the Prior Sponsor Letter Agreement or Prior Insider Letter Agreement, in each case under clause (i)) shall relieve any party hereto from any liability resulting from its pre-termination breach of this Sponsor Agreement. View More