Termination Contract Clauses (53,080)

Termination. This Agreement shall terminate immediately at, and shall have no further force or effect as of and following, the Expiration Time, provided, however, that the termination of this Agreement shall not relieve any Party from any liability for any inaccuracy in or breach of any representation, warranty, or covenant contained in this Agreement occurring prior to such termination.

Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the "Expiration Date") of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the written agreement of the Stockholders, Parent and the Company to terminate this Agreement.

Termination. Except as provided in Sections 4, 5, 6 and 7 upon the termination of Participant's Employment for whatever reason, any then unvested RSUs shall be automatically cancelled and forfeited and shall be returned to the Company for no consideration.

Termination. This Agreement, including the restrictions set forth in Section 2, shall terminate and be of no further force and effect on the earlier to occur of (i) the two-year anniversary of the date of this Agreement and (ii) the date on which the Warrant is exercised in full in accordance with its terms. Upon termination, the Investor Group and their Representatives may acquire in the open market or otherwise additional shares of Common Stock or other securities of the Company in compliance with... applicable state and federal laws. View More

Termination. 8.1 Prior to Completion of Offering Documents and Commencement of Offering. Prior to the completion of the Offering Documents and the commencement of the Offering, either party may terminate this Agreement by giving written notice to the other party. 8.2 Following Completion of Offering Documents and Commencement of Offering. Following the completion of the Offering Documents and the commencement of the Offering, each of the Company and the Placement Agent will have the right to terminate this... Agreement by giving written notice as herein specified, at any time, at or prior to the Initial Closing: (a) if the other party shall have failed, refused, or been unable to perform any of its obligations hereunder, or breached any of its representations or warranties hereunder; or © 2019 Network 1 Financial Securities, Inc. Network 1 Financial Securities, Inc.Placement Agent's Agreement (b) if, in the Placement Agent's or the Company's reasonable opinion, there has occurred an event materially affecting the value of the securities. The parties agree that this payment [the aforementioned 8.2(a) and 8.2(b)] constitute liquidated damages and (1) is Placement Agent's monetary remedy for actual loss of compensation opportunity in connection with this Offering; and, (2) is in full and final settlement of any Claim that Private Placement may have for Losses caused by the Company's termination of this Agreement on grounds other than that Placement Agent has failed, refused, or been unable to perform any of its obligations or that Placement Agent has breached any of its representations or warranties under this Agreement; and, (3) That this Liquidated Damages Clause shall not limit the exercise by Company of its rights to terminate the Agreement for material breach. View More

Termination. The obligations of the Underwriters hereunder may be terminated by the Representatives, in their absolute discretion, by notice given to and received by the Depositor or the Bank prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Section 5(v) shall have occurred or any of the other conditions described in Section 5 shall not be satisfied.

Termination. The Consulting Term shall remain in effect until December 31, 2019 unless earlier terminated upon any of the following: (i) Consultant's death or disability, (ii) the Company's notice to Consultant of termination of his Services due to Consultant's breach of this Agreement or any other agreement with the Company, which notice shall provide written detail of the breach and give Consultant at least five (5) days to cure such breach prior to the termination becoming effective, or (iii) two (2)... weeks' written notice of such termination to either Party. Upon termination of the Consulting Term under 4(i) or 4(ii), Consultant (or his estate, in the event of his death) will be entitled to receive the portion of the monthly Consulting Fee for the period through the date the termination is effective, and thereafter shall not be entitled to receive any additional payments for the Services. If notice of termination is given by the Company under 4(iii), the Company will provide the remaining Consulting Fee as though Consultant was still providing the Services. View More

Termination. Upon the earliest of (i) the closing of a Liquidation Event and (ii) the effective date of a registration statement filed under the Act for Qualified IPO, this Warrant shall terminate immediately; provided, however that such termination shall be subject to the net-exercise provisions of Section 3 hereof.

Termination. (a) Termination. This Agreement may be terminated as follows: (i) By either Party, without cause, upon sixty (60) days prior written notice to the other Party. (ii) By either Party immediately upon notice to the other if the other Party becomes or is declared bankrupt, becomes the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. (iii)... By the non-breaching Party, if the other Party breaches any of its material obligations under this Agreement, unless (x) the breaching Party cures the breach within thirty (30) days of receiving written notice from the non-breaching Party of the breach, or (y) the breaching Party begins action to cure the breach within the 30-day notice period and thereafter diligently prosecutes such curative action to completion, if the breach cannot reasonably be cured within the 30-day notice period. (b) Effect of Termination. Upon the termination or expiration of this Agreement: (i) All rights granted by the Parties under the Agreement will terminate and revert to the respective Parties. (ii) Pattern will promptly pay Thorne any unpaid amounts for the Products purchased pursuant to Section 4 or otherwise due under this Agreement. 9 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. (iii) Thorne will promptly pay Pattern any unpaid amounts due under this Agreement. (iv) Each Party will promptly return to the other Party or, at the other Party's request, destroy the other Party's Confidential Information. (v) Thorne will promptly return to Pattern or, at Pattern's request, destroy all Deliverables, including any modifications of or derivative works based on any Deliverables. (vi) The relevant sections of this Agreement will remain in effect so that Pattern is permitted to fulfill all orders to customers that have been placed prior to the termination of this Agreement. (vii) In the event that Thorne terminates this Agreement, Thorne will repurchase from Pattern any extra Product previously purchased by Pattern that is not necessary to fulfill orders made prior to the termination of this Agreement. Such Product shall be repurchased by Thorne at the same price that Pattern paid for the Product. Pattern will make reasonable efforts to reduce Product inventory prior to the date of termination of this Agreement. (c) Market Schedules. Each Market Schedule may be terminated by either Party separately from this Agreement without affecting this Agreement or any other Brand Schedule by providing ninety (90) days' written notice to the other Party. If not terminated by either Party under this clause 12(c), each Market Schedule will remain in force until this Agreement is terminated. (d) Survival. Sections 7, 8(c), 8(d), 8(e) and 9 through 13 will survive termination of this Agreement. View More

Termination. Following the Closing, (a) Sections 2, 3, and 5 of this Agreement shall terminate automatically (without any action by any party hereto) on the first date on which no Party has the right to designate a director to the Board under this Agreement; provided, that the provisions in Section 5.b shall survive such termination and (b) the remainder of this Agreement shall terminate automatically (without any action by any party hereto) as to each of the Holley Parties, on the one hand, and the Sponsor... Group, on the other hand, when such Party ceases to have the right to designate any directors. View More