Termination Contract Clauses (53,333)

Termination. 5.1. This Agreement may be terminated at any time prior to the Closing (a) by mutual written consent of the Company and Counterparty, or (b) by the Company, by written notice to Counterparty, if Counterparty does not deliver to the Company a Confirmation and one or more Purchaser Joinders within the time specified hereby following delivery of an FPA Offering Notice by the Company to Counterparty. In addition, this Agreement shall terminate automatically without further action by any party if,... prior to the Closing: 5.1.1. A Business Combination is consummated by the Company without the issuance and sale by the Company of equity securities through a PIPE Transaction in connection with such Business Combination; 10 5.1.2. The Company does not consummate a Business Combination on or prior to the date that is 24 months following the IPO Closing, or the Company or Counterparty is otherwise liquidated or dissolved; 5.1.3. Counterparty or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of such party, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. 5.2. In the event of any termination of this Agreement pursuant to this Section 5, any amount of the Purchase Price paid by any Purchaser prior to such termination shall be promptly returned to such Purchaser (without interest), and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any party and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 5 shall relieve any party from liabilities or damages arising out of any fraud or willful breach by such party prior to such termination of any of its representations, warranties, covenants or agreements contained in this Agreement. View More

Termination. This Agreement shall be subject to termination by you, by notice given to the Company prior to delivery of and payment for the Bonds, if prior to such time any of the events described in Sections 13(f) or 13(g) occurs.

Termination. This Agreement shall automatically renew unless terminated by either Party. This Agreement may be terminated upon mutual written consent of the Employee and Company. At any time after the twelve (12) months hereof, Employee may terminate this Agreement (a) upon thirty (30) days' prior written notice to Company or (b) immediately if Employee is subject to materially diminished duties or responsibilities, provided that should a replacement Chief Financial Officer be retained by Company, such... retention of the replacement shall not constitute diminished duties or responsibilities. Company may terminate this Agreement (i) without prior notice and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or dishonest action or significant acts of misconduct) on the part of Employee or any of Employee's agents providing services to Company, and (ii) without just cause upon thirty (30) days' written notice to Employee. This Agreement shall automatically terminate upon the death of Employee. In the event of the termination of this Agreement, Company shall pay Employee the base salary through the date of termination. View More

Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 shall survive any such termination.

Termination. Until the Closing Date or any relevant Delivery Date, as the case may be, this Agreement may be terminated by the Representatives on behalf of the Underwriters by giving notice as hereinafter provided to the Company if (i) the Company will have failed, refused or been unable, at or prior to the Closing Date or such Delivery Date, as the case may be, to perform any agreement required on its part to be performed hereunder or (ii) any condition to the 24 Underwriters' obligations hereunder is not... fulfilled at or prior to the Closing Date or such Delivery Date, as the case may be. Any termination of this Agreement pursuant to this Section 10 will be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 4(j), 4(k) and 8 hereof. View More

Termination. This Agreement shall terminate as expressly provided herein, unless earlier terminated by mutual written consent. 19.1 TERMINATION BY KEM. Upon the occurrence of an uncured Event of Default, KEM may terminate this Agreement, provided, that KEM or its Affiliates are not in default under the PA or the Transaction Agreements. On termination of this Agreement based upon an uncured Event of Default by EMMR, EMMR within thirty (30) days after termination of this Agreement, shall execute and deliver... to KEM a release and termination of this Agreement in a form acceptable for recording. 13 19.2 TERMINATION BY EMMR. EMMR may at any time terminate this Agreement by giving sixty (60) days advance written notice to KEM. If EMMR terminates this Agreement, EMMR shall perform all obligations and pay all payments which accrue or become due before the termination date. When EMMR's termination of this Agreement, and within thirty (30) days thereafter termination, EMMR shall execute and deliver to KEM a release and termination of this Agreement in a form acceptable for recording. 19.3 CONTINUING OBLIGATIONS AND ENVIRONMENTAL LIABILITIES. During the Term of this Agreement and after termination or expiration under this Section 19.3, EMMR shall remain liable for obligations to KEM and/or third parties arising out of or related to its use of the Access Rights, including liabilities arising out the violation of any Laws and Environmental Laws by EMMR. Similarly, KEM shall remain liable for liabilities to EMMR and/or third parties as provided in this Agreement with respect to any obligations incurred prior to the termination of this Agreement. 19.4 SURRENDER OF THE PROPERTY AND DISPOSITION OF ASSETS ON TERMINATION. On expiration or termination of this Agreement, EMMR shall surrender the Access Rights promptly to KEM. This provision shall survive expiration or termination of this Agreement. View More

Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (a) the first Business Day following the expiration of the Third Lock-up Period, and (b) as provided in Section 2(c) on a Restriction Release Event; except that Section 3(b), 4(c) and Sections 5 through 20 of this Agreement shall survive termination under this Section 6.

Termination. Upon termination of this Agreement, the Company shall pay Consultant for fees and expenses incurred prior to the effective date of termination. Pursuant to its terms, Section 6 below will survive any expiration or termination of this Agreement.

Termination. The Parties agree that this Agreement is subject to termination as follows: 11.1. Right to Terminate. Subject to Section 11.2, this Agreement may be terminated (except for the provisions referenced in Section 11.2) at any time prior to the consummation of the Closing upon the occurrence of any one or more of the following: (a) by mutual consent of the Seller and the Buyer; (b) by the Buyer, if the Seller has materially breached this Agreement and such breach causes any of the conditions to... Closing set forth in Section 6 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Seller shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(b) shall not become effective unless the Seller fails to cure such breach prior to the end of such ten (10) day period; (c) by the Seller if the Buyer has materially breached this Agreement and such breach causes any of the conditions to Closing set forth in Section 7 not to be satisfied (or, if prior to Closing, is of such a magnitude or effect that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the Buyer shall have a period of ten (10) days following receipt of such notice to attempt to cure the breach and the termination under this Section 11.1(c) shall not become effective unless the Buyer fails to cure such breach prior to the end of such ten (10) day period; (d) by the Seller or the Buyer PURCHASE AND SALE AGREEMENT 58 if the Closing shall not have occurred on or before March 15, 2015, provided that such failure does not result primarily from the terminating Party's material breach of its representations, warranties or covenants contained in this Agreement; or (e) by either the Seller or the Buyer, if under the HSR Act or otherwise, the FTC or the DOJ shall have commenced or threatened to commence any proceeding to delay or enjoin or seek damages in respect of the transactions evidenced by this Agreement ("threatened," for purposes of this Section 11.1(e), means an actual vote of the Commissioners of the Federal Trade Commission to commence such a proceeding). 11.2. Effect of Termination. In the event of termination, written notice thereof will be given to the other Party or Parties specifying the provision pursuant to which such termination is made. Except as specifically provided in Section 12, on the termination of this Agreement the Deposit will be refunded to the Buyer. If this Agreement is terminated in accordance with Section 11.1, the provisions contained in this Section 11.2 and in Sections 8.5, 9, 12, 13, 14.1, 14.2, 14.5 through 14.17, and such defined terms in Section 1 as may be required to give meaning to such sections, shall survive termination of this Agreement. No termination of this Agreement under Section 11 shall relieve any Party of liability for breach of this Agreement arising prior to such termination. View More

Termination. 6.1 The Company may terminate the Executive's employment under this Agreement at any time for Cause. 6.2 If the Company terminates the Executive's employment under this Agreement pursuant to the provisions of Paragraph 6.1 hereof, the Executive shall not be entitled to receive any compensation following the date of such termination. 6.5 Executive's employment may be terminated by the Company "without cause" (for any reason or no reason at all) at any time by giving Executive sixty (60) days... prior written notice of termination, which termination shall be effective on the 60th day following such notice. 6.6 Executive may terminate his or her employment hereunder by giving the Company ten (10) days prior written notice, which termination shall be effective on the 60th day following such notice. 6.7 At the Company's option, Executive shall immediately leave the Company's premises on the date notice of termination is given by either Executive or the Company. View More