Grouped Into 396 Collections of Similar Clauses From Business Contracts
This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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 a...nd 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. This Agreement may be terminated at any time prior to the Closing: a)by (a)by the mutual written consent of Seller and Buyer; b)by either Party (b)by Buyer or Seller if the transactions contemplated by this Agreement are not consummated by February 28, 2020, 2023, which date shall be automatically extended for up to an additional 30 days if and as required or as additionally extended by mutual agreement (the "Drop-Dead Date") and further by mutual agreement; c)by Date"); (c)by Buyer, by written ...notice to Seller if: i.Buyer 9 -GFG and PCNT Asset Purchase Agreement (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 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 (ii)any of the conditions obligations of Seller set forth in Section 3 3, including, without limitation, Section 3(f), 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 Date. (d)by Seller, by written notice to Buyer if: i. Seller (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 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 (ii)any of the conditions obligations of Buyer 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 3 shall not have been fulfilled by the Drop-Dead Date, unless such failure Date. (f) Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be due to no liability on the failure part of any Party hereto except that nothing herein shall relieve any Party hereto from liability for any intentional breach of any provision hereof. All Assets including intellectual property, return and/or remain the property 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 acquisition is not closed by this Agreement illegal the Drop Dead Date or otherwise prohibited; or ii.any governmental authority shall have issued a governmental order restraining or enjoining if the transactions contemplated acquisition is terminated by this Agreement, and such Governmental Order shall have become final and non-appealable. Buyer. 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 an...d 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. (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 the Agent for the Company, the obligations of the Company, including in respect of compensation of such the 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. termination. (b) The Agents Agent shall have the right, in their its 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 in its sole discretion 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, above 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 Agent 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 22 11. The respective indemnities, agreements, representations, warranties and other statements of the Transaction Entities and the Agent, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Section 10, this Agreement Agreement, shall terminate automatically upon remain in full force and effect, regardless of any investigation (or any statement as to the issuance results thereof) made by or on behalf of the Agent or any controlling person of the Agent, or the Transaction Entities, or any officer or director or controlling person of the Transaction Entities, and sales shall survive delivery of Shares through and payment for the Agents that collectively equal the Maximum Amount. Except as otherwise provided herein, all Shares. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Agent shall be deemed delivered or sent by mail, telex or facsimile transmission 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., you at 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 Counsel 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 Transaction Entities shall be delivered or sent by mail to Community Healthcare Trust Incorporated, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067, Sotherly Hotels Inc., 410 W. Francis Street, Williamsburg, Virginia 23185, Attention: 22 Timothy G. Wallace, Andrew M. Sims, with a copy (for informational purposes only) to Baker, Donelson, Bearman, Caldwell Baker & Berkowitz, PC, 211 Commerce Street, Suite 800, Nashville, Tennessee 37201, McKenzie LLP, 815 Connecticut Ave., NW, Washington, DC 20006, Attention: Tonya Mitchem Grindon. Thomas J. Egan, Jr., Esq. 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, Secti...on 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. Other than with respect to Section 2, Section 3 and Section 4, this This Agreement shall terminate at on the end of date that is 15 Business Days prior to the Restricted Period deadline under the By-Laws for director nominations and stockholder proposals for the 2019 Annual Meeting (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 9 and Section 10 11 shall terminate (i) in connection with Messrs. Rexroad and Tofias joining the Board pursuant to Section 3(a)(ii); or (ii) 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 9 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 11 (b) The obligations of the Company pursuant to Section 2, Section 3, Section 4, Section 5, Section 6, Section 7 7, Section 9 and Section 8 11 shall terminate in the event that the Stockholders materially breach their obligations in Section 1, Section 2, Section 3, Section 4, Section 5, Section 6, Section 7, Section 8 and 9, Section 10 11 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 Messrs. Tofias or Rexroad has 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 Messrs. Tofias and Rexroad materially breaches the its obligations under Section 7. 7; and (c) in the event that the Company materially breaches its representations and warranties in the penultimate sentence of Section 12(b) of this Agreement, the Company shall, within five (5) Business Days, take all actions necessary to cause the expiration of the Rights Agreement, dated as of October 7, 2016, by and between the Company and Continental Stock Transfer & Trust Company. 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 Vot...ing 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
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 Vot...ing Parties no longer exceeds fifty percent (50%) of the total voting power of the Company then outstanding outstanding, (c) Sections 4(a) and (c) (b) of this Agreement shall terminate automatically on the first date on which the consent rights therein are not exercisable, (d) 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. Shares and (e) this Agreement may be terminated in its entirety by GCM V upon written notice to the other parties hereto. View More
Termination. The Subscription Agreement is hereby terminated effective immediately. The Subscription Agreement shall be of no further force or effect, and neither the Company nor the Subscriber, nor any of their respective affiliates or successors in interest, shall have any further rights or obligations thereunder or any continuing liability to any party thereto (or any affiliate of any party thereto) arising out of, under or in respect of the Subscription Agreement.
Termination. The Subscription Backstop Agreement is hereby terminated effective immediately. The Subscription Agreement shall be of no further force or effect, and neither the Company nor the Subscriber, nor any of their respective affiliates or successors in interest, shall have any further rights or obligations thereunder or any continuing liability to any party thereto (or any affiliate of any party thereto) arising out of, under or in respect of the Subscription Backstop Agreement.
Termination. This Agreement shall terminate upon the first to occur of the following: 9.1 The date that is two (2) years from the Closing Date; or 9.2 immediately prior to a transaction pursuant to which a person or group other than current shareholders of the Company or the Voting Parties, or their respective affiliates, will control greater than 50% of the Company's voting power with respect to the election of directors of the Company.
Termination. This Agreement shall terminate upon the first to occur of the following: 9.1 The date that is two (2) years one (1) year from the Closing Date; closing date of the transactions contemplated by the Stock Purchase Agreement; or 9.2 immediately prior to a transaction pursuant to which a person or group other than current shareholders stockholders of the Company or the Voting Parties, or their respective affiliates, will control greater than 50% of the Company's voting power with respect to the elec...tion of directors of the Company. View More
Termination. (a) This Agreement (excluding the applicable Terms Agreement) may be terminated for any reason at any time by the Company or by you upon the giving of 30 days' written notice of such termination to the other party hereto. (b) This Agreement and the Terms Agreement shall be subject to termination by notice given by you to the Company, if after the execution and delivery of this Agreement and the Terms Agreement and prior to the Closing Time and any Date of Delivery (as to the Option Securities) (...i) trading generally shall have been suspended or materially limited on or by, as the case may be, the NYSE or the Nasdaq Global Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services has occurred in the United States, (iv) the rating assigned by any nationally recognized statistical rating organization to any securities of the Company as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any securities of the Company on what is commonly termed a "watch list" for possible downgrading, (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis or any change in national or international political, financial or economic condition, the effect of which on financial markets is such as to make it, in your sole judgment, impractical or inadvisable to proceed with the offering or delivery of the Underwritten 27 Securities as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto subsequent to the date of the applicable Terms Agreement), or (vi) there has been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect. (c) In the event of any such termination, the covenants set forth in Section 4 hereof with respect to any offering of Underwritten Securities shall remain in effect so long as any Underwriter owns any such Underwritten Securities purchased from the Company pursuant to the applicable Terms Agreement.View More
Termination. (a) This Agreement (excluding the applicable Terms Agreement) may be terminated for any reason at any time by the Company or by you upon the giving of 30 days' written notice of such termination to the other party hereto. (b) This Agreement and the Terms Agreement shall be subject to termination by notice given by you to the Company, if after the execution and delivery of this Agreement and the Terms Agreement and prior to the Closing Time and any Date of Delivery (as to the Option Securities) (...i) trading generally shall have been suspended or materially limited on or by, as the case may be, the NYSE or the Nasdaq Global Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services has occurred in the United States, (iv) the rating assigned by any nationally recognized statistical rating organization to any securities of the Company as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any securities of the Company on what is commonly termed a "watch list" for possible downgrading, (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis or any change in national or international political, financial or economic condition, the effect of which on financial markets is such as to make it, in your sole judgment, impractical or inadvisable to proceed with the offering or delivery of the Underwritten 27 Securities as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto subsequent to the date of the applicable Terms Agreement), or (vi) there has been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect. (c) In the event of any such termination, the covenants set forth in Section 4 hereof with respect to any offering of Underwritten Securities shall remain in effect so long as any Underwriter owns any such Underwritten Securities purchased from the Company pursuant to the applicable Terms Agreement. 27 10. Reimbursement of Underwriters. Notwithstanding any other provisions hereof, if this Agreement or the applicable Terms Agreement shall be terminated by you under Section 8 hereof, Section 9(b) hereof or Section 12 hereof, the Company will bear and pay the expenses specified in Section 5 hereof and, in addition to their obligations pursuant to Section 6 hereof, the Company will reimburse the reasonable out-of-pocket expenses of the several Underwriters (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with this Agreement or the applicable Terms Agreement and the proposed purchase of the Underwritten Securities, and promptly upon demand, the Company will pay such amounts to you for and on behalf of such Underwriter. In addition, the provisions of Section 6 hereof and this Section 10 shall survive any such termination. View More
Termination. 7.1 Termination. This Agreement may be terminated at any time prior to the Closing (with respect to Section 7.1(b) through Section 7.1(d), by written notice by the terminating party to the other party): (a) by the mutual written consent of Purchaser and Seller; 54 (b) by either Purchaser or Seller if the Closing shall not have been consummated on or before 6 months following execution date; provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be avail...able with respect to a party if the failure to consummate the Closing on or prior to such date is the result of any breach of this Agreement by the party seeking to terminate the Agreement pursuant to the terms of this Section 7.1(b); (c) by either Purchaser or Seller if a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing; or (d) by either Purchaser or Seller if (i) such party is not in breach (ii) there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, such that the conditions set forth in Sections 6.1(a) or (b) (in the case of termination by Purchaser) or Sections 6.2(a) or (b) (in the case of termination by Seller) would not be satisfied and (iii) such breach or inaccuracy referenced in clause (ii) shall not have been cured within 30 days following receipt by the breaching party of written notice of such breach or inaccuracy from the other party. 7.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 7.1, there shall be no Liability on the part of Purchaser, Seller or their respective officers, directors, employees, agents or stockholders, except as a result of any breach of this Agreement that occurred prior to such termination. Notwithstanding the foregoing, the provisions of Sections 5.1, 5.2, 5.3, 7.2, 8.5(a) and 9 shall remain in full force and effect and survive any termination of this Agreement.View More
Termination. 7.1 Termination. This Agreement may be terminated at any time prior to the Closing (with respect to Section 7.1(b) through Section 7.1(d), by written notice by the terminating party to the other party): (a) by the mutual written consent of Purchaser Acquiror and Seller; 54 the Company; (b) by either Purchaser Acquiror or Seller the Company if the Closing shall not have been consummated on or before 6 months following execution date; December 31, 2018; provided, however, that the right to termina...te this Agreement under this Section 7.1(b) shall not be available with respect to a party if the failure to consummate the Closing on or prior to such date is the result of any material breach of this Agreement by the party seeking to terminate the Agreement pursuant to the terms of this Section 7.1(b); (c) by either Purchaser Acquiror or Seller the Company if a court of competent jurisdiction or other Governmental Entity Body shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing; or (d) by either Purchaser Acquiror or Seller the Company if (i) such party is not in breach (ii) there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement on the part of the other party set forth in this Agreement, such that the conditions set forth in Sections 6.1(a) or (b) (in the case of termination by Purchaser) Acquiror) or Sections 6.2(a) or (b) (in the case of termination by Seller) the Company) would not be satisfied and (iii) (ii) such breach or inaccuracy referenced in clause (ii) shall not have been cured within 30 days following receipt by the breaching party of written notice of such breach or inaccuracy from the other party. 55 7.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 7.1, there shall be no Liability on the part of Purchaser, Seller Acquiror, Merger Sub, any Group Company or their respective officers, directors, employees, agents the Equityholder Representatives or stockholders, except as a result of any intentional breach of this Agreement that occurred prior to such termination. Notwithstanding the foregoing, the provisions of Sections 5.1, 5.2, 5.3, 7.2, 8.5(a) 5.12, 5.13, this 7.2 and 9 10 shall remain in full force and effect and survive any termination of this Agreement. View More
Termination. This Commitment Agreement (i) may be terminated at Prudential's option if the Premium Due Date Transfers have not occurred in accordance with this Commitment Agreement on the Premium Due Date, or (ii) will be terminated upon the payment of [***]. If this Commitment Agreement is terminated pursuant to the preceding sentence, all rights and obligations of the parties under this Commitment Agreement will terminate and will become null and void except that paragraph 7 ([***]), this paragraph 8 (Term...ination), paragraph 11 (Definitions) and paragraph 14 (Miscellaneous) will survive any such termination and no party will otherwise have any liability to any other party under this Commitment Agreement. However, nothing in this paragraph 8 will relieve any party from liability for any fraud or willful and material breach of this Commitment Agreement.View More
Termination. a. Termination. This Commitment Agreement (i) may be terminated at Prudential's the Insurer's option if the Premium Due Date Transfers have not occurred in accordance with this Commitment Agreement on or prior to [*] following the Premium Due Date, or (ii) will be terminated upon the payment of [***]. Date. If this Commitment Agreement is terminated pursuant to the preceding sentence, all rights and obligations of the parties under this Commitment Agreement will terminate and will become null an...d void except that this paragraph 7 ([***]), this paragraph 8 (Termination), paragraph 11 9 (Definitions) and paragraph 14 10 (Miscellaneous) will survive any such termination and no party will otherwise have any liability to any other party under this Commitment Agreement. However, nothing in this paragraph 8 7 will relieve any party from liability for any fraud or willful and material breach of this Commitment Agreement. View More
Termination. 10.1 Termination by Mutual Consent. This Agreement may be terminated by mutual consent of the parties, in writing, signed by each of the parties hereto. 10.2 Termination by Buyer. This Agreement may be terminated by Buyer, by written notice to Seller, in the event of a material breach of any representation or warranty of Seller hereunder, or in the event Seller fails to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured for ten (...10) days following such written notice. 10.4 Termination by Seller. This Agreement may be terminated by Seller, by written notice to Buyer, in the event of a material breach of any representation or warranty of Buyer hereunder, or in the event Buyer fails to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured for ten (10) days following such written notice. 10.5 Effect of Termination. Termination of this Agreement under Section 10.02, 10.03 or 10.04 hereof shall not preclude the parties from pursuing all remedies available to them under applicable law arising by reason of such termination.View More
Termination. 10.1 11.1 Termination by Mutual Consent. This Agreement may be terminated by mutual consent of the parties, in writing, signed by each of the parties hereto. 10.2 11.2 Termination by Buyer. This Agreement may be terminated by Buyer, by written notice to Seller, in the event of a material breach of any representation or warranty of Seller hereunder, or in the event Seller fails to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured... for ten (10) days following such written notice. 10.4 8 11.3 Termination by Seller. This Agreement may be terminated by Seller, by written notice to Buyer, in the event of a material breach of any representation or warranty of Buyer hereunder, or in the event Buyer fails to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured for ten (10) days following such written notice. 10.5 11.4 Effect of Termination. Termination of this Agreement under Section 10.02, 11.02, or 10.03 or 10.04 hereof shall not preclude the parties from pursuing all remedies available to them under applicable law arising by reason of such termination. View More
