Termination Contract Clauses (53,334)

Termination. This Agreement shall automatically terminate upon the earliest to occur of (i) (a) the Effective Time and (ii) (b) the date on which the Merger Agreement is terminated for any reason in accordance with its terms. Upon termination of this Agreement, no party shall have any further rights, obligations or liabilities under this Agreement; provided, that nothing in this Section 8 9 shall relieve any party of liability for any willful breach of this Agreement occurring prior to termination. 5 9. termination and the provisions of Sections 11-14 shall survive any termination of this Agreement. 4 10. 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. SPAC. 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 SPAC or any of their respective subsidiaries its Subsidiaries (if Voting Party holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by a Voting Party (or any Affiliate, partner or employee of Voting Party) in his, her or its capacity as a director or officer of Parent or Shift, SPAC, and no actions or omissions taken in any Voting Party's capacity (or in the capacity of any Affiliate, partner or employee of Voting Party) 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 (or any Affiliate, partner or employee of Voting Party) from exercising his or her fiduciary duties as an officer or director to Parent, Shift SPAC or their respective stockholders, as applicable. its Subsidiaries. View More

Termination. 7.1 8.1 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 Purchaser and the Company Parties; Seller; (b) by the Purchasers Purchaser or the Company Parties, Seller, 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 permanently 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, Seller, if no Company Party the Seller is not in material breach of its obligations under this Agreement and there has been a material violation, misrepresentation violation or breach by the Purchasers Purchaser of any covenant, agreement, representation or warranty contained in this Agreement and as a result that has prevented the conditions satisfaction of any condition to the obligations of the Company Parties to consummate Seller at the Closing would not be satisfied and such violation or breach has not been waived by the Company Parties Seller or cured by the Purchasers Purchaser within ten (10) Business Days after receipt by the Purchasers Purchaser of written notice thereof by the Company Parties; Seller; 54 (d) by the Purchasers, Purchaser, if no Purchaser it is not in material breach of its obligations under this Agreement and there has been a material violation, misrepresentation violation or breach by the Seller or any Company Party of any covenant, agreement, representation or warranty contained in this Agreement and as a result that has prevented the conditions satisfaction of any condition to the obligations of the Purchasers to consummate Purchaser at the Closing would not be satisfied and such violation or breach has not been waived by the Purchasers Purchaser or cured by the Seller or such Company Party within ten (10) Business Days after receipt by such Company Party the Seller of written notice thereof from the Purchasers; Purchaser; or (e) by the Purchasers Purchaser or the Company Parties, Seller, if the Transactions have not been consummated on or prior to March January 31, 2020 (the "Outside Date"); 2017; provided, however, that the right to terminate this Agreement under this Section 7.1(e) 8.1(e) shall not be available to (i) the Company Parties, Seller, if the action or failure to act of the Seller or a Company Party has been a principal cause of or resulted in, or (ii) the Purchasers, Purchaser, if the action or failure to act of a the 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 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1 8.1 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, Purchaser, the Guarantor Seller 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 fraud prior to such termination; provided, that the agreements contained in this Section 7.2 8.2 and Section 10 11 hereof shall survive the termination of this Agreement; and provided further, 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 and the obligations of the parties under this Agreement may only be terminated upon the mutual consent set forth in a written instrument signed by of all parties hereto; provided, however, that this Agreement shall automatically terminate, without any action by the parties hereto, upon the first to occur of (a) the approval by the Company's Stockholders stockholders of the Proposal Proposal, (b) the conclusion of the last Subsequent Stockholders Meeting (as such term is defined... in the Purchase Agreement) or (b) (c) the termination of the Purchase Agreement in accordance with its terms. 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... registration 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. 6 11. Certain Arbitration Matters. For the avoidance of doubt, notwithstanding paragraph 12 below, any dispute regarding the nature of your Termination of Service, including, without limitation, whether "Cause" existed, shall be resolved for all purposes by arbitration proceedings in Wilmington, North Carolina in accordance with the arbitration terms and conditions set forth in the Employment Agreement. View More

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.... Termination 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 Product Owner shall cease to be an authorized reseller of the Products and shall have no right to use Manufacturer's IP other than in connection with the liquidation of Product on hand or received after the date of termination and (i) all unaccepted Purchase Orders may be cancelled by Distributor Product Owner or Manufacturer without liability, and (ii) Distributor Product Owner 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 Product Owner 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, Product Owner, other than if termination is a Termination for Breach as outlined in 11.A.. 10.A. Within ninety (90) calendar days of termination of this Agreement, Distributor Product Owner 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 Product Owner 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 Product Owner's possession after termination, which materials Distributor Product Owner 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 Product Owner shall cease the use of any such Manufacturer IP. View More

Termination. Either party may terminate this Agreement, with or without cause, upon thirty (30) fifteen (15) days' advance written notice to the other, unless otherwise mutually agreed upon.

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. Such prior notice shall also be given to the Commissioner of the Iowa Insurance Division. 6 (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 termination. 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. (c) Prior to any termination of this Agreement, the Company shall provide written notice of such termination to the Iowa Insurance Division. View More

Termination. The In accordance with Section 4.02(i) of the Advisory Agreement, the Advisor and the Company hereby terminate the Advisory Agreement, effective upon consummation of the Merger.

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

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... and 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