Termination Contract Clauses (20,323)

Termination. The Advisor and the Company hereby terminate the Advisory Agreement, effective upon consummation of the Merger.

Termination. (a) Either party may terminate this Agreement upon thirty (30) calendar days prior written notice (a "Termination Notice") or such shorter period of time as the parties may agree in writing. (b) Termination of this Agreement shall not, however, affect liabilities and obligations incurred or arising from transactions initiated under this Agreement prior to the termination date, or consummation of any transactions initiated prior to the receipt by one party of the other party's notice of terminati...on. Following a Termination Notice, the Investment Manager shall work with the Company to effect a prompt and orderly transition of the portfolio; provided, however, that the Investment Manager will have no obligation to recommend any action with respect to, or to liquidate, the assets in the portfolio nor shall the Investment Manager be required to incur any out of pocket expense. View More

Termination. Either party may terminate this Agreement, with or without cause, upon thirty (30) days' advance written notice to the other, unless otherwise mutually agreed upon.

Termination. A. Termination for Breach. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party that remains uncured after thirty (30) calendar days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party. B. Te...rmination for Financial Insecurity. Either Party may terminate this Agreement and any outstanding Purchase Orders (to the extent Products have not already been delivered to the carrier for shipment) immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within sixty (60) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365. C. Termination for Failure to Meet Minimum Purchase Commitments. Manufacturer may terminate this Agreement at any time upon written notice to Distributor if Distributor fails to satisfy the Minimum Purchase Threshold for any applicable period as set forth on Exhibit C attached hereto and incorporated herein by reference. At Manufacturer's option, Manufacturer may elect to suspend a decision to terminate this Agreement as permitted under this Section 11.C. for an indefinite period, but may, in the meantime upon written notice to Distributor, terminate Distributor's exclusive rights under Section 1.A. above. D. Obligations upon Termination. Upon termination of this Agreement, Distributor shall cease to be an authorized reseller of the Products and (i) all unaccepted Purchase Orders may be cancelled by Distributor or Manufacturer without liability, and (ii) Distributor may, at its option, resell and deliver to Manufacturer, free and clear of all liens and encumbrances, any or all Products that (A) are subject to Purchase Orders accepted by Manufacturer whether or not the applicable Products have been shipped as of the date of termination and (B) were manufactured, shipped or received as of the date of termination, in each case that are in new condition and in the original factory packaging at the original purchase price of any such Products that Distributor elects to resell to Manufacturer less a restocking charge of 50% of such amount payable by Manufacturer upon receipt of such Products. Restocking is waived in the event the Manufacturer terminates Distributor, other than if termination is a Termination for Breach as outlined in 11.A.. Within ninety (90) calendar days of termination of this Agreement, Distributor shall remove and not thereafter use any sign, display, or other advertising or marketing means containing Manufacturer Marks, except as provided in this section. Distributor may continue to use in-store materials containing the Manufacturer's IP as reasonably required for the resale of the Products which may be remaining in Distributor's possession after termination, which materials Distributor may continue to utilize until all remaining Products have been sold or one hundred eighty (180) calendar days after termination, whichever comes first, after which Distributor shall cease the use of any such Manufacturer IP. View More

Termination. So long as you hold Shares or Options, no termination of the Stockholders Agreement prior to the consummation of a Change of Control Transaction will be effective against you without Senior Manager Consent, provided, however, that a termination of the Stockholders Agreement effective in connection with an IPO will be effective against you (whether or not such Senior Manager Consent is received) if (i) your rights under Article V survive such termination or (ii) you are otherwise granted registra...tion rights with respect to your Registrable Securities that are not, in any material respect, less advantageous to you than your rights under Article V and provided, further, that in the event of an IPO that occurs after the termination of the Stockholders Agreement but during which the transfer restrictions set forth in Article IV of the Stockholders Agreement (as amended by paragraph 1 of this letter agreement) continue to apply, then the rights set forth in Section 4.4 of the Stockholders Agreement (as amended by paragraph 2 of this letter agreement) shall continue to apply until the earlier of (x) such transfer restrictions ceasing to apply and (y) the one year anniversary of such IPO. Nothing herein shall be deemed to waive your rights under paragraph 8 of this letter agreement which shall survive any termination of the Stockholders Agreement. View More

Termination. 7.1 Termination. Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Transactions may be abandoned at any time before the Closing occurs: (a) by the mutual written consent of the Purchasers and the Company Parties; (b) by the Purchasers or the Company Parties, if any Governmental Authority shall have issued an Order or taken any other action (which Order or other action of the parties hereto shall use their reasonable best efforts to lift), in each case perm...anently restraining, enjoining or otherwise prohibiting the Transactions or making the Transactions illegal and such Order shall have become final and non-appealable; (c) by the Company Parties, if no Company Party is in material breach of its obligations under this Agreement and there has been a material violation, misrepresentation or breach by the Purchasers of any covenant, agreement, representation or warranty contained in this Agreement and as a result the conditions to the obligations of the Company Parties to consummate the Closing would not be satisfied and such violation or breach has not been waived by the Company Parties or cured by the Purchasers within ten (10) Business Days after receipt by the Purchasers of written notice thereof by the Company Parties; (d) by the Purchasers, if no Purchaser is in material breach of its obligations under this Agreement and there has been a material violation, misrepresentation or breach by any Company Party of any covenant, agreement, representation or warranty contained in this Agreement and as a result the conditions to the obligations of the Purchasers to consummate the Closing would not be satisfied and such violation or breach has not been waived by the Purchasers or cured by such Company Party within ten (10) Business Days after receipt by such Company Party of written notice thereof from the Purchasers; or (e) by the Purchasers or the Company Parties, if the Transactions have not been consummated on or prior to March 31, 2020 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 7.1(e) shall not be available to (i) the Company Parties, if the action or failure to act of a Company Party has been a principal cause of or resulted in, or (ii) the Purchasers, if the action or failure to act of a Purchaser has been a principal cause of or resulted in, the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement. 7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1 hereof, written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void, and there shall be no liability on the part of the Purchasers, the Guarantor or the Company Parties (nor any of their respective officers, directors, managers, stockholders, members, employees, representatives or Affiliates), except for liabilities for Intentional Misrepresentation, any willful breaches of this Agreement or Fraud prior to such termination; provided, that the agreements contained in this Section 7.2 and Section 10 hereof shall survive the termination of this Agreement; and provided further, that the confidentiality provisions of the Non-Disclosure Agreement shall remain in full force and effect. A party's right to terminate this Agreement is in addition to, and not in lieu of, any other legal or equitable rights or remedies which such party may have. View More

Termination. This Agreement shall automatically terminate upon the earliest to occur of (i) the Effective Time and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, that nothing in this Section 8 shall relieve any party of liability for any willful breach of this Agreement occurring prior to termination. 5 9. No Agreement as Director or Officer. ...Each Voting Party is signing this Agreement solely in its capacity as a stockholder of Parent or Shift, as applicable. No Voting Party makes any agreement or understanding in this Agreement in such Voting Party's capacity (or in the capacity of any Affiliate, partner or employee of Voting Party) as a director or officer of Parent, Shift or any of their respective subsidiaries (if Voting Party holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by a Voting Party in his, her or its capacity as a director or officer of Parent or Shift, and no actions or omissions taken in any Voting Party's capacity as a director or officer shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict a Voting Party from exercising his or her fiduciary duties as an officer or director to Parent, Shift or their respective stockholders, as applicable. View More

Termination. This Agreement shall terminate on the first to occur of (a) the distribution of all of the amounts in the Escrow Funds in accordance with this Agreement or (b) delivery to the Escrow Agent of a written notice of termination executed jointly by the Parties after which this Agreement shall be of no further force and effect except that the provisions of Section 8 hereof shall survive termination.

Termination. 10.1 You or the Company may terminate this Agreement without cause upon thirty (30) business days' written notice to the other Party. 10.2 You or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement, and such breach is incapable of cure, or, with respect to a material breach capable of cure, the other party does not cure such breach within ten (10) business days after receip...t of written notice of such breach. 10.3 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, you shall within five (5) business days after such expiration or termination: (a) deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment and other materials provided for your use by the Company; (b) 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 your computer systems and other electronic devices; and (d) certify in writing to the Company that you have complied with the requirements of this clause. 10.4 The terms and conditions of Section 4, Section 5, Section 6, Section 7, Section 8, Section 10, Section 13, Section 14 and Section 15 shall survive the expiration or termination of this Agreement. View More

Termination. This Agreement may be terminated at any time by either party upon 30 days' prior written notice to the other party. Any obligation or liability of either party resulting from actions or inactions occurring prior to termination shall not be affected by termination of this Agreement.