Termination Contract Clauses (20,323)

Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, by written notice promptly given to the other parties hereto, at any time prior to the Closing by the Company, on the one hand, or if the Closing shall not have occurred on or prior to June 30, 2016 by any Purchaser on the other; provided that the Company or such Purchaser, as the case may be, shall not be entitled to terminate this Agreement pursuant to this Section 9 if the failure of Closing to occur ...on or prior to such dates results primarily from such party itself having materially breached any representation, warranty or covenant contained in this Agreement. View More

Termination. 4.1 Termination by the Company. 4.1.2 Termination by the Company without Cause. 4.2 Termination by Resignation of Executive. 4.3 Termination for Death or Complete Disability. 4.4 Termination by Mutual Agreement of the Parties. 4.5 Compensation Upon Termination. 4.5.1 Death or Complete Disability. 4.5.2 Termination For Cause or Resignation without Good Reason. 4.5.3 Termination Without Cause or Resignation For Good Reason Not In Connection with a Change of Control. 4.5.4 Termination Without Cause... or Resignation For Good Reason In Connection with a Change of Control. 4.6 Definitions. 4.6.2 Cause. 4.6.3 Good Reason. 4.6.4 Change of Control. 4.7 Survival of Certain Sections. 4.8 Parachute Payment. 4.9 Application of Internal Revenue Code Section 409A. View More

Termination. A Party shall be in default under this Agreement or any Terminal Service Order if: (i) the Party breaches any provision of this Agreement or a Terminal Service Order, which breach has a material adverse effect on the other Party (with such material adverse effect being determined based on this Agreement and all Terminal Service Orders considered as a whole), and such breach is not excused by Force Majeure or cured within fifteen (15) Business Days after notice thereof (which notice shall describ...e such breach in reasonable detail) is received by such Party (unless such failure is not commercially reasonably capable of being cured in such fifteen (15) Business Day period in which case such Party shall have commenced remedial action to cure such breach and shall continue to diligently and timely pursue the completion of such remedial action after such notice); or (ii) the Party (A) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (B) makes an assignment or any general arrangement for the benefit of creditors, (C) otherwise becomes bankrupt or insolvent (however evidenced) or (D) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets. If either Party is in default as described above, then (i) if Customer is in default, TLO may or (ii) if TLO is in default, Customer may: (A) terminate this Agreement and all applicable Terminal Service Orders upon notice to the defaulting Party; (B) withhold any payments due to the defaulting Party under this Agreement and the Terminal Service Orders; and/or (C) pursue any other remedy at law or in equity. (b) Obligation to Cure. If a Party breaches any provision of this Agreement or a Terminal Service Order, which breach does not have a material adverse effect on the other Party, the breaching Party shall still have the obligation to cure such breach. 15 (c) Obligations at Termination. Unless otherwise mutually agreed by the Parties, within thirty (30) days of the termination or expiration of this Agreement, (i) Customer shall promptly remove all of its removable Products from the Storage Facility and (ii) TLO shall remove the remaining Tank Heels and tank bottoms and deliver them to Customer or Customer's designee. In the event all of the Product is not removed within such thirty (30) day period, Customer shall be assessed a holdover storage fee, calculated on the same basis as the Storage Services Fee, to all Products held in storage more than thirty (30) days beyond the termination or expiration of this Agreement until such time Customer's entire Product is removed from the Tanks and the Storage Facility; provided, however, that Customer shall not be assessed any storage fees associated with the removal of Product to the extent that Customer's ability to remove such Product is delayed or hindered by TLO, its agents, or contractors for any reason. View More

Termination. This Warrant (and the right to purchase Warrant Stock upon exercise hereof) shall terminate upon the earliest to occur of the following (the "Expiration Date"): (a) the date that is four years after the Date of Issuance (b) the sale, conveyance or disposal of all or substantially all of the Company's property or business or the Company's merger with or into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any other transaction or series of rela...ted transactions in which more than 50% of the voting power of the Company is disposed of (each a "Significant Transaction"), provided that this Section 6(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation, or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act. In the event of a Significant Transaction, the Registered Holder shall thereafter be entitled to purchase the kind and amount of shares of stock and other securities and property (including cash) which the Registered Holder would have been entitled to receive had this Warrant been exercised immediately prior to the effective date of such Significant Transaction. View More

Termination. This Agreement shall terminate upon the distribution by the Escrow Agent of all of the Indemnification Escrow Shares in accordance with this Agreement; provided that the provisions of Sections 6 and 7 shall survive such termination.

Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur of (a) the Effective Time, (b) the date on which the Merger Agreement is terminated in accordance with its terms, (c) upon the Company Board effecting a Company Board Recommendation Change pursuant to Section 6.4(b) of the Merger Agreement, (d) the entry without the prior written consent of Stockholder into any amendment or modification to the Merger Agreement or any waiver of any of ...Parent's obligations under the Merger Agreement, in each case, that results in (i) a decrease in the Merger Consideration or (ii) a change in the form of Merger Consideration or (e) the mutual written agreement of the parties to terminate this Agreement. In the event of termination of this Agreement pursuant to this Section 5, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that no such termination will relieve any party hereto from any liability for any willful, knowing and material breach of this Agreement occurring prior to such termination. View More

Termination. This Agreement shall 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.

Termination. The obligations of the Placement Agent and the Purchasers hereunder and under the Subscription Agreements may be terminated by the Placement Agent, in its absolute discretion by notice given to the Company prior to delivery of and payment for the Securities if, prior to that time, (i) any of the conditions to closing in Section 7 shall not have been satisfied in full and shall not have been expressly waived in writing by the Placement Agent, (ii) any of the events described in Section 7(a), (b),... (g), (h) or (i) shall have occurred or (iii) the Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement or the Subscription Agreements. View More

Termination. This Agreement shall terminate (i) at any time upon the written consent of the Company, the Investor and the Parent, (ii) upon the withdrawal by the Company of the Registration Statement, or (iii) on May 31, 2018 if the Closing has not occurred.

Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of the Seller and Buyer; (b) by Buyer by written notice to the Seller if: (i) there has been a breach by Seller, or an inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6 and such breach, inaccuracy or failure has not been cured by Selle...r within ten (10) days of Seller's receipt of written notice of such breach from Buyer; or (ii) any of the conditions set forth in Section 6.1 or Section 6.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May 31, 2017, 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; (c) by Seller upon written notice to Buyer if: (i) there has been a breach by Buyer, or an inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6 and such breach, inaccuracy or failure has not been cured by Buyer within ten (10) days of Buyer's receipt of written notice of such breach from the Seller; or (ii) any of the conditions set forth in Section 6.1 or Section 6.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May 31, 2017, unless such failure shall be due to the failure of the Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them prior to the Closing. (d) by Buyer or the Seller 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 Entity 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. (e) In the event of the termination of this Agreement in accordance with this Section 10, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except: 23 (i) as set forth in this Section 10 and Section 5.5 and Section 11 hereof; and (ii) that nothing herein shall relieve any Party hereto from liability for any willful breach of any provision hereof. View More