Termination Contract Clauses (53,593)

Grouped Into 808 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 Option shall be exercisable for three months after the Relationship ceases; provided, however, if the Relationship is terminated by the Company for cause, the Option shall terminate immediately. Upon Participant's death or Disability, this Option may be exercised for twelve (12) months after the Relationship ceases. In no event may Participant exercise this Option after the Term/Expiration Date as provided in the Notice of Stock Option Award.
Termination. This Option shall be exercisable for three months after the Relationship ceases; Participant ceases to be an employee; provided, however, if the Relationship is terminated by the Company for cause, the Option shall terminate immediately. Upon Participant's death or Disability, this Option may be exercised for twelve (12) months after the Relationship ceases. In no event may Participant exercise this Option after the Term/Expiration Date as provided in the Notice of Stock Option Award. above.
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Termination. (a) Prior to the Closing, Buyer may terminate this Agreement by written notice to Seller at any time and for any or no reason. (b) Prior to the Closing, this Agreement will terminate automatically upon the termination of the Willbridge Facility PSA. 9 (c) Any provision of this Agreement that, by its nature, should survive the termination of this Agreement shall survive the termination of this Agreement, including Seller's repayment obligation under Section 7(d), this Section 10, and Sections 11... and 12 below. View More Arrow
Termination. (a) Prior to the Closing, Buyer may terminate this Agreement by written notice to Seller at any time and for any or no reason. (b) Prior to the Closing, this Agreement will terminate automatically upon the termination of the Willbridge Facility PSA. 9 (c) Any provision of this Agreement that, by its nature, should survive the termination of this Agreement shall survive the termination of this Agreement, including Seller's repayment obligation under Section 7(d), this Section 10, and Sections 11... and 12 below. 9 11. Liability for Damages. A party that breaches any of its representations, warranties, or covenants in this Agreement will be liable for any and all losses, damages, liabilities, obligations, fines, penalties, costs, and expenses suffered by the other parties to the extent caused by or resulting from the breach. View More Arrow
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Termination. This Agreement may be terminated by either party in the event that: a. The other party makes a general assignment for the benefit of creditors; b. The other party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such party under any federal, state, or other bankruptcy or insolvency laws and such proceedings are not terminated within ninety (90) days, or a receiver is appointed for such party; c. The other party ceases to function as a going concern; d. The... other party fails to perform any material provision of this Agreement and does not cure such failure within a period of thirty (30) days after receipt of written notice from the other party specifying such failure and stating its intention to terminate this Agreement if such failure is not cured; or e. Performance of this Agreement is suspended by the other party in accordance with Section 13(a) below, and it appears that such performance will be delayed for more than six (6) months. View More Arrow
Termination. This Agreement may be terminated by either party in the event that: a. The other party makes a general assignment for the benefit of creditors; b. The other party Party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such party Party under any federal, state, or other bankruptcy or insolvency laws and such proceedings are not terminated within ninety (90) days, or a receiver is appointed for such party; Party; c. The other party Party ceases to function... as a going concern; d. The other party fails to perform any material provision of this Agreement and does not cure such failure within a period of thirty (30) days after receipt of written notice from the other party specifying such failure and stating its intention to terminate this Agreement if such failure is not cured; or cured provided, however, that such period of thirty (30) days shall be extended for an additional fourteen (14) days if the nonperforming party, in good faith, begins performance necessary to cure after notice and proceeds to complete such performance with reasonable diligence; and e. Performance of this Agreement is suspended by the other party in accordance with Section 13(a) 15(a) below, and it appears that such performance will be delayed for more than six (6) months. seventy-five (75) days; f. Upon expiration or termination of this Agreement all monies owed by Customer to Supplier or by Supplier to Customer become immediately due and must be paid forthwith and in no event later than thirty (30) days. g. Neither party shall have the right to terminate this Agreement without Cause or for convenience, but rather, shall only have the right to terminate the Agreement for Cause, described in Section 14 subsections a. through e. inclusive, or as a result of force majeure as provided in Section 15. View More Arrow
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Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect (i) upon the termination of the Merger Agreement prior to the Closing, (ii) if the Purchaser fails to purchase the $5 million of Purchased Shares by the Closing, (iii) if the Merger shall not have been completed by August 10, 2019, (iv) if any condition or covenant set forth in the Merger Agreement has been amended, modified, deleted or otherwise changed or... waived by any party to the Merger Agreement without the written consent of Purchaser, (v) if TV AZTECA S.A.B. DE C.V., a Grupo Salinas company, shall have not purchased $5 million of shares of Common Stock of BRAC on the same terms as the Purchaser's purchase of Purchased Shares pursuant to this Agreement (vi) upon a breach by any party hereto of their respective representations, warranties or covenants set forth in this Agreement or (vii) the conditions set forth in Section 6 are not satisfied. Notwithstanding any provision in this Agreement to the contrary, the Company's obligation to issue the shares of Common Stock to the Purchaser pursuant to Section 2 hereof and BROG's obligation to transfer the BROG Shares to the Purchaser pursuant to Section 2 hereof shall be conditioned on the Closing occurring and the Purchaser purchasing the $5 million of Purchased Shares. View More Arrow
Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no further force and effect (i) upon the termination of the Merger Agreement prior to the Closing, (ii) or(ii) if the Purchaser fails to purchase the $5 million of Purchased Shares by the Closing, (iii) if the Merger shall not have been completed by August 10, 2019, (iv) if any condition or covenant set forth in the Merger Agreement has been amended, modified, deleted or otherwise... changed or waived by any party to the Merger Agreement without the written consent of Purchaser, (v) if TV AZTECA S.A.B. DE C.V., a Grupo Salinas company, shall have not purchased $5 million of shares of Common Stock of BRAC on the same terms as the Purchaser's purchase of Purchased Shares pursuant to this Agreement (vi) upon a breach by any party hereto of their respective representations, warranties or covenants set forth in this Agreement or (vii) the conditions set forth in Section 6 are not satisfied. Closing. Notwithstanding any provision in this Agreement to the contrary, the Company's obligation to issue the shares of Common Stock Additional Securities to the Purchaser pursuant to Section 2 hereof and BROG's obligation to transfer the BROG Shares to the Purchaser pursuant to Section 2 hereof shall be conditioned on the Closing occurring and the Purchaser purchasing the $5 million of Purchased Shares. View More Arrow
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Termination. Upon the expiration of the Term as set forth in Subsection 2.1, PJ Tech can terminate this agreement by giving the Company sixty (30) days notice to the Company. The Company can terminate this agreement by giving PJ Tech sixty (30) days notice. The Company can terminate this agreement immediately, without penalties, by demonstrating willful misconduct, malfeasance, gross negligence or other like conduct adversely affecting the best interests of the Company, including, without limitation, (i)... the failure or neglect by PJ Tech to perform their duties hereunder; (ii) the commission of any felony against the Company, including, without limitation, any fraud against the Company, any of its affiliates, clients or customers of the Company. View More Arrow
Termination. Upon the expiration of the Term as set forth in Subsection 2.1, PJ Tech can terminate this agreement Agreement by giving the Company sixty (30) (60) days notice to the Company. The Company can terminate this agreement Agreement by giving PJ Tech sixty (30) (60) days notice. The Company can terminate this agreement Agreement immediately, without penalties, by demonstrating willful misconduct, malfeasance, gross negligence or other like conduct adversely affecting the best interests of the... Company, including, without limitation, (i) the failure or neglect by PJ Tech to perform their duties hereunder; (ii) the commission of any felony against the Company, including, without limitation, any fraud against the Company, any of its affiliates, clients or customers of the Company. View More Arrow
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Termination. This Agreement may be terminated at any time by the mutual written consent of the Company and the Sellers.
Termination. This Agreement may be terminated at any time prior to the Closing by the mutual written consent of the Company and the Sellers. Seller.
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Termination. If the Closing does not occur or the Merger Agreement is terminated prior to the Effective Time (as defined in the Merger Agreement), then this Agreement shall terminate ab initio and be of no further force or effect.
Termination. If the Closing does not occur or the Merger Agreement is terminated prior to the Effective Time (as defined in the Merger Agreement), Closing Date, then this Agreement shall terminate ab initio and be of no further force or effect.
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Termination. Subject to reinstatement pursuant to Section 13 hereof, this Subsidiary Guaranty Agreement and each Subsidiary Guaranty Joinder Agreement, and all of the Subsidiary Guarantors' Obligations hereunder (excluding those Subsidiary Guarantors' obligations relating to Guaranteed Liabilities that expressly survive such termination) shall terminate on the Facility Termination Date. In addition, the Administrative Agent may release any Subsidiary Guarantor from its obligations under this Subsidiary... Guaranty Agreement to the extent permitted by Section 9.10(c) of the Credit Agreement. In each case as specified in this Section 22, the Administrative Agent will, at the Loan Parties' expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Subsidiary Guarantor from its obligations under this Subsidiary Guaranty Agreement. 9 23. Remedies Cumulative; Late Payments. All remedies hereunder are cumulative and are not exclusive of any other rights and remedies of the Administrative Agent or any other Guaranteed Party provided by Law or under the Credit Agreement, the other Loan Documents or other applicable agreements or instruments. The making of the Loans and other credit extensions pursuant to the Credit Agreement and other Related Agreements shall be conclusively presumed to have been made or extended, respectively, in reliance upon each Subsidiary Guarantor's guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts not paid when due under this Subsidiary Guaranty Agreement shall bear interest at the Default Rate. View More Arrow
Termination. Subject to reinstatement pursuant to Section 13 hereof, this Subsidiary Guaranty Agreement and each Subsidiary Guaranty Joinder Agreement, and all of the Subsidiary Guarantors' Obligations hereunder (excluding those Subsidiary Guarantors' obligations relating to Guaranteed Liabilities that expressly survive such termination) shall terminate on the Facility Termination Date. In addition, the Administrative Agent may release any Subsidiary Guarantor from its obligations under this Subsidiary... Guaranty Agreement to the extent permitted by Section 9.10(c) of the Credit Agreement. In each case as specified in this Section 22, the Administrative Agent will, at the Loan Parties' expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Subsidiary Guarantor from its obligations under this Subsidiary Guaranty Agreement. 9 23. Remedies Cumulative; Late Payments. All remedies hereunder are cumulative and are not exclusive of any other rights and remedies of the Administrative Agent or any other Guaranteed Party provided by Law or under the Credit Agreement, the other Loan Documents or other applicable agreements or instruments. The making of the Loans and other credit extensions pursuant to the Credit Agreement and other Related Agreements shall be conclusively presumed to have been made or extended, respectively, in reliance upon each Subsidiary Guarantor's guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts not paid when due under this Subsidiary Guaranty Agreement shall bear interest at the Default Rate. View More Arrow
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Termination. If the SPA is terminated pursuant to its terms prior to the Amendment Effective Date, this Amendment shall terminate and be of no further force and effect. For the avoidance of doubt, termination of the SPA on or after the Amendment Effective Date shall have no effect on this Amendment.
Termination. If the SPA is terminated pursuant to its terms prior to the Amendment Effective Date, this Amendment shall terminate and be of no further force and effect. For the avoidance of doubt, termination of the SPA on or after the Amendment Effective Date shall have no effect on this Amendment. 3 8. Survival. Except as expressly stated in this Amendment, the MPA shall continue in full force and effect in accordance with its terms.
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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... and 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 Arrow
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 Arrow
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