Termination Contract Clauses (20,323)

Termination. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until ninety (90) days following the Expiration Time. In the event of such early termination, Company will appoint a successor agent and inform Agent of the name and address of any successor agent so appointed, provided, that no failure by Company to appoint such a successor agent shall affect the termination of this Agreement or ...the discharge of Agent as agent hereunder. Upon any such termination, Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to Company or its designee any Subscription Forms or other documents relating to the Subscription Offer that Agent may receive after its appointment has so terminated. View More

Termination. Graphite agrees to promptly notify Stanford at any time during the Option Period when Graphite has determined not to exercise the Option. Graphite also agrees to provide Stanford, in reasonable detail, the basis for this determination. 8.2 No Residual Rights. Upon expiration or termination of this Option, or upon Graphite's decision not to enter into a License Agreement, whichever is earlier, Graphite will have no residual or other rights in Licensed Patents or Technology. This prohibition inclu...des, but is not limited to, use in press releases, advertising, marketing materials, other promotional materials, presentations, case studies, reports, websites, application or software interfaces, and other electronic media. Notwithstanding the foregoing, Graphite may include Stanford's name in factual statements in legal proceedings, patent applications, regulatory filings and, as applicable, in biographies of its officers, directors, employees and advisors. In addition, Graphite may make a short factual statement that identifies Stanford as the grantor of the rights granted under this Agreement to actual or potential investors or acquirers, as well as in the "About Graphite" or other similar section of the Graphite website. View More

Termination. (a) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any governmental authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or mak...es the transactions contemplated by this Agreement illegal. 20 (b) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time by any Purchaser (with respect to the obligations of such Purchaser) or the Issuer, upon written notice to the other party, if the Closing shall not have occurred on or before June 25, 2021 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 11 shall not be available to any party whose (i) breach of any provision of this Agreement, (ii) failure to comply with their obligations under this Agreement or (iii) actions not taken in good faith, shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date or the failure of a condition in Section 5 or Section 6 to be satisfied at such time. (c) In the event of the termination of this Agreement as provided in this Section 11, (i) this Agreement shall forthwith become null and void and (ii) there shall be no liability on the part of any party hereto, except with respect to the requirement to comply with any confidentiality agreement in favor of the Issuer; provided that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement. 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

Termination. Escrow Agent's responsibilities and liabilities hereunder, except as a result of its own bad faith, willful misconduct or gross negligence, will terminate upon distribution of all Escrow Shares held by Escrow Agent in accordance with the provisions of this Agreement.

Termination. This Agreement may be terminated on the occurrence of any one of the following events: A. The expiration of the Term hereof; B. A material breach of this Agreement by Consultant, which breach has not been cured within thirty (30) days after a written demand for such performance is delivered to Consultant by the Company that specifically identifies the manner in which the Company believes that Consultant has breached this Agreement; C. Any material acts or events which inhibit Consultant from ful...ly performing its responsibilities to the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Consultant's lack of honesty or Consultant's moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct. View More

Termination. In the event that the Closing shall not have occurred by on or before five (5) Business Days from the date hereof, other than due to the Holder's failure to satisfy the conditions set forth in Section 4 hereof, the Holder shall have the option to terminate this Agreement at the close of business on such date without liability of any party to any other party. Upon such termination, the terms hereof shall be null and void.

Termination. Each of Tailwind and the Company hereby irrevocably agrees and consents to the termination of the Business Combination Agreement pursuant to Section 7.1(a) of the Business Combination Agreement, with such termination, for the avoidance of doubt, having the effect set forth in Section 7.2 of the Business Combination Agreement and being effective automatically upon execution and delivery of this Agreement.