1Termination Events Sample Clauses

The 'Termination Events' clause defines the specific circumstances under which a contract may be ended before its natural expiration. Typically, this clause outlines events such as breach of contract, insolvency, or failure to perform key obligations that would trigger the right for one or both parties to terminate the agreement. By clearly listing these events, the clause provides a structured process for ending the contractual relationship, thereby managing risk and ensuring both parties understand the conditions that could lead to early termination.
1Termination Events. Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned: (a) by mutual written consent of the Parties; (b) by either Party by notice to the other Party in the manner provided in Section 9.1 if the Closing shall not have been consummated on or prior to December 31, 2020 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to the Party whose failure to perform its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by Buyer by written notice to Sellers in the manner provided in Section 9.1 (which shall include notice of Buyer’s intention to terminate pursuant to this Section 7.1(c)), if (i) any representation or warranty of Sellers contained in Article 3 shall be inaccurate such that the condition set forth in Section 5.4(c)(i) would not be satisfied, or (ii) the covenants or obligations of Sellers contained in this Agreement shall have been breached in any material respect such that the condition set forth in Section 5.4(c)(ii) would not be satisfied; provided, however, that if an inaccuracy or breach is curable by Sellers by the earlier of (A) twenty (20) days after Buyer notifies Sellers in writing of the existence of such inaccuracy or breach or (B) the Outside Date (the “Seller Cure Period”), then Buyer may not terminate this Agreement under this Section 7.1(c) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period; provided, however, that ​ ​ notwithstanding the foregoing, Buyer’s right under this Section 7.1(c) shall not be available if Buyer is then in material breach of this Agreement so as to cause the condition to Closing set forth in Section 5.4(b)(i) or Section 5.4(b)(ii) to not be satisfied as of the Closing Date; (d) by Sellers by written notice to Buyer in the manner provided in Section 9.1 (which shall include notice of Sellers’ intention to terminate pursuant to this Section 7.1(d)), if (i) any representation or warranty of Buyer contained in Article 4 shall be inaccurate such that the condition set forth in Section 5.4(b)(i) would not be satisfied, or (ii) the covenants or obligations of Buyer contained in this Agreement shall have been breached in any material respect such that the condition set forth in Secti...
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1Termination Events. Each of the events or circumstances set out in Schedule 10 (Termination Events) is a Termination Event. On and at any time after the occurrence of a Termination Event which is continuing, the Purchaser, may by notice to the Servicers terminate the Programme.
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1Termination Events. Without prejudice to any of its other rights at general law or contained in this Agreement, either party shall have the right to immediately terminate this Agreement by notice in writing to the other party upon the occurrence of one or more of the following events: (a) the other party ceases or threatens to cease to carry on its business; (b) an Insolvency Event occurs in relation to the other party; or (c) the other party commits a material breach of any of the terms of this Agreement, and, where such a breach is capable of remedy, fails to remedy the same within ten (10) Business Days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
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1Termination Events. This Agreement shall terminate in the following circumstances: (i) if notice of termination is given by either Party pursuant to 5, then neither Party shall have any further obligation or liability to the other under this Agreement except as expressly provided in 3.2 and 13.13; or (ii) if any of the following occur prior to Delivery with respect to either Party: (a) an Insolvency Event occurs with respect to such Party; or (b) any other event or circumstance, if any, with respect to that Party which is specified in Part I, point 26 of the Purchase Agreement, then the other Party (the “Terminating Party”) may by notice to that Party (the “Relevant Party”) terminate this Agreement, whereupon clause 10.2 shall apply; or (iii) if the Delivery has not occurred on or before the Final Delivery Date, then either Party (the “Terminating Party”) may (if it is not in breach of any of its material obligations hereunder) by notice to the other Party (the “Relevant Party”) terminate this Agreement, whereupon neither Party shall have any further obligation or liability to the other under this Agreement except as expressly provided in 3.2 and 13.13 unless the Relevant Party shall have breached any of its material obligations hereunder, in which case 10.2 shall apply.
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1Termination Events. This Agreement may, by written notice delivered prior to the Closing, be terminated: 6.1. 1by either Buyer or Seller, if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been cured or waived; or 6.1. 2by either Buyer or Seller, if any of the conditions of Sections 5.1.1, 5.1.4, or 5.1.5 are unsatisfied as of Closing; or 6.1. 3by Buyer if the condition of Section 5.1.2 is unsatisfied, subject only to waiver by Buyer in accordance with Section 5.1.2; or 6.1. 4by Seller if the condition of Section 5.1.3 is unsatisfied, subject only to waiver by Seller in accordance with Section 5.1.3; or 6.1. 5by mutual written consent of all Parties.
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1Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(b) will not be available to any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under 0, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before June 30, 2016; or (d) by the Seller if the Closing has not occurred (other than through the failure of the Seller or the Company to comply fully with its obligations under this Agreement) on or before June 30, 2016.
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1Termination Events. The Holder shall be entitled to terminate this Agreement with immediate effect by notice in writing to the Issuer upon the occurrence of any of the following events (each a “Termination Event”): (a) any of the Refinancing Conditions are not met by the Long-Stop Date, or any Refinancing Condition has ceased to be capable of satisfaction; (b) any breach of the Solvency Requirements; (c) any representation or warranty made by the Warrantors as set out in Article V, or any information provided to the Holder by the Issuer or any of the Group Companies pursuant to Section 6.2(c) prior to the Closing is untrue when made and such breach is not remedied or cured within two days after the date on which such breach first occurs, such that the conditions specified in Section 4.1 would not be satisfied at the Long-Stop Date or Effective Refinancing Date (as applicable); (d) any breach or non-compliance by any of a Group Company or the Controlling Shareholder of any of their respective obligations, covenants and undertakings under this Agreement other than those described in Sections 8.1(b) and 8.1(c), which shall be governed by those sections; or (e) any additional material default by the Issuer of any of its obligations under the Original Note Documents other than the Existing Defaults, on or after the date of execution of this Agreement. The foregoing Termination Events are intended solely for the benefit of the Holder. Each of the Issuer and the Controlling Shareholder shall, and shall cause each of the other Group Companies to, immediately on the occurrence of any Termination Event or any breach of this Agreement, notify the Holder in writing with reasonable details thereof.
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1Termination Events. If any one of the following events (each, a "Termination Event"), shall occur, in each case after giving effect to the lapse of any grace period, the giving of any notice or making of any determination applicable thereto: (a) an Insolvency Event shall have occurred with respect to the Company, any Originator or Huntsman International; (b) the Company shall become an "investment company" or "controlled" by an "investment company" within the meaning of the 1940 Act; (c) no Successor Master Servicer shall have been appointed and accepted such appointment pursuant to and within the grace period set forth in the Servicing Agreement following a Master Servicer Default; (d) [intentionally omitted]; (e) (i) failure on the part of the Master Servicer to direct any payment or deposit to be made, or failure of any payment or deposit to be made, in respect of amounts owing on (A) in respect of any Interest (or amounts derived from it including Accrued Expense Adjustment or Accrued Expense Amount), (B) in respect of any Daily Interest Expense (or amounts derived from it including Accrued Expense Adjustment or Accrued Expense Amount), or (C) the Commitment Fee, in each case within one (1) Business Day after the date such interest or Commitment Fee is due;
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1Termination Events. (a) This Agreement may, by written notice given before the Closing (other than in the case of clause (vi) upon which termination shall be automatic), be terminated (other than in the case of clause (vi) upon which termination of this Agreement shall be automatic): (i) by mutual consent of the Purchaser and the Seller; (ii)by the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties or covenants contained in this Agreement), if (A) there has been a breach of any of the Seller’s representations, warranties or covenants contained in this Agreement which would result in the failure of the conditions set forth in Section 6.1(a) or Section 6.1(b), as applicable, to be satisfied, and which breach has not been cured within ten (10) days after written notice of such breach has been delivered to the Seller from the Purchaser or cannot be cured by the Outside Date; (B) in accordance with Section 5.5; or (C) any other condition set forth in Section 6.1 remains unsatisfied by the Outside Date;
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Related to 1Termination Events

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • Additional Termination Events (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty shall, within one Scheduled Trading Day of the Conversion Date for such Early Conversion, provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; (C) any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount payable with respect to such termination shall not be greater than (1) the Applicable Percentage multiplied by (2) the Affected Number of Options, multiplied by (3) (x) the sum of (i) the amount of cash paid (if any) and (ii) the number of Shares delivered (if any) to the Holder (as such term is defined in the Indenture) of an Affected Convertible Note upon conversion of such Affected Convertible Note, multiplied by the Applicable Limit Price, minus (y) USD 1,000; (D) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and (E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected Number of Options. (ii) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iii) Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 10.01(h) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.