Contingent Termination Clause Samples

A Contingent Termination clause defines the conditions under which an agreement may be terminated if certain specified events or circumstances occur. Typically, this clause outlines particular triggers—such as failure to obtain regulatory approval, non-fulfillment of key obligations, or the occurrence of force majeure events—that, if met, allow one or both parties to end the contract without penalty. Its core practical function is to provide flexibility and risk management by allowing parties to exit the agreement if critical, predefined contingencies arise, thereby protecting them from unforeseen or uncontrollable developments.
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Contingent Termination. The Parties acknowledge and agree that in the event the Vendor, for any reason, does not agree to the terms, conditions, and covenants set forth in this Agreement, the Town’s sole responsibility arising from or related to this Agreement shall be the return to Sponsor of the Sponsor Fees without interest and neither Party shall be responsible for any of the provisions contained herein.
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Contingent Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of ▇▇▇▇▇▇ and ▇▇▇▇▇; or (b) by Buyer by written notice to the Seller if: (i) Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement (taking into account all the provisions of this Agreement) made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 2.1 and such breach, inaccuracy or failure has not been cured by Seller within 90 days of the Seller’s receipt of written notice of such breach from Buyer; or (ii) any of the conditions set forth in Section 2.1 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by March 31, 2021 (the “Outside Date”), which date may be extended by the mutual consent of the Parties, 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; or (c) 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 breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement (taking into account all the provisions of this Agreement) made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 2.2 and such breach, inaccuracy or failure has not been cured by Buyer within 90 days of the Seller’s receipt of written notice of such breach from Seller; or (ii) any of the conditions set forth in Section 2.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, which date may be extended by the mutual consent of the Parties, 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; or (d) by Buyer or Seller in the event that (i) after taking into account Section 8.9 (Severability), there shall be any Law that makes consummation of the Transaction illegal or otherwise legally prohibited or (ii) any Governmental Body shall have issued an order restraining or enjoining the transactions contemplated ...
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Contingent Termination. Unless the Board of Directors has received one or more commercially reasonable bona fide offers for investment in the Company or otherwise available for moving the Chloride Copper Mine into production, by debt or equity, totaling in excess of Five Hundred Thousand Dollars ($500,000 U.S.), cumulatively or singularly, on or before June 30, 2012, and unless such offer(s) has been accepted and the transaction(s) closed by September 30, 2012, this Agreement shall terminate and no party shall have any rights with respect to the other.
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Contingent Termination. In the event that any purchaser, user or reseller of any Licensed Products manufactured by the Licensee under Section 3.1 hereof shall be involved in any adverse litigation or adverse administrative proceeding with HP and/or its Subsidiaries at any time during the term of this Agreement, then HP or its Subsidiaries may terminate the license under Section 3.1 insofar as such Section conveys any license to any such purchaser, user or reseller. Such termination will be effective upon notice as set forth in Section 18.1.
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Related to Contingent Termination

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Employment Termination 12.1 Subject to the terms and conditions of the National Building and Construction Industry Award 2000, it is agreed that it is the company’s prerogative to determine the order of selection of employees for employment or retrenchment subject always to the following: a) All relevant legislation governing unfair dismissal, discrimination, etc. will be observed; b) Voluntary terminations will be encouraged as a first step; c) The seniority of employees – within classifications, experience or skills held – will be considered by the company in selecting employees for retrenchment; d) The Grievance Procedures set out in Clause 9 of this Agreement will apply in the event of any concerns arising regarding retrenchments.

  • Amendment; Termination Notwithstanding any provision of this Agreement to the contrary, we will not amend this Arbitration Provision in a manner that adversely affects your rights or responsibilities in a material manner unless we give you a right to reject the amendment and/or the Arbitration Provision in its entirety.

  • Parent Termination Fee (i) If this Agreement is validly terminated by (A) the Company pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iv) or (B) the Company or Parent pursuant to Section 8.1(b)(i) at such time as this Agreement was terminable by the Company pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iv), then Parent shall promptly, but in no event later than two (2) Business Days after termination of this Agreement, pay (or cause to be paid to) the Company a fee in the amount of $10,439,000 (the “Parent Termination Fee”). (ii) For the avoidance of doubt, the Parent Termination Fee shall be payable only once with respect to this Section 9.4(c) and not in duplication even though such payment may be payable under one or more provisions hereof. (iii) If Parent fails to pay the Parent Termination Fee or any portion thereof and the Company commences a Proceeding which results in an Order against Parent for the Parent Termination Fee or any portion thereof, Parent shall pay the Company its fees, costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such Proceeding, together with interest on the Parent Termination Fee (or any portion thereof that has not been paid timely in accordance with this Agreement) from and including the date payment of such amount was due through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made. (iv) Notwithstanding anything in this Agreement to the contrary, but subject to Section 9.9, the Company’s right to terminate this Agreement and receive payment of the Parent Termination Fee pursuant to Section 9.4(c)(i), together with all amounts payable pursuant to Section 9.4(c)(iii) and all amounts owed pursuant to Section 6.15(d), shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company and the Company Related Parties against Parent, Merger Sub, the Equity Investor and their respective Affiliates, the Financing Sources and any other Parent Related Parties for all losses and damages in respect of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement (or the failure of such transactions to occur for any reason or for no reason) or any breach (whether willful (including a Willful Breach), intentional, unilateral or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of this Agreement or any oral representation made or alleged to be made in connection herewith, and upon payment of the Parent Termination Fee to the Company pursuant to Section 9.4(c)(i), together with all amounts payable pursuant to Section 9.4(c)(iii) and all amounts owed pursuant to Section 6.15(d), (A) none of the Parent Related Parties shall have any further liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement, the Limited Guaranty, the Equity Commitment Letter or the transactions contemplated hereby or thereby, (B) none of the Company Related Parties shall seek to recover any other damages or seek any other remedy (whether at law, in equity, in contract, in tort or otherwise) with respect to any losses or damages suffered in connection with this Agreement or the transactions contemplated hereby, and (C) in no event shall Parent or Merger Sub be subject to (nor shall any Company Related Party seek to recover) monetary damages in excess of an amount equal to an aggregate amount equal to the sum of (I) the Parent Termination Fee, (II) the amount payable under Section 9.4(c)(iii) and (III) the amount payable under Section 6.15(d) (the “Parent Liability Cap”), for any losses or other liabilities arising out of or in connection with breaches (whether willful (including any Willful Breach), intentional, unilateral or otherwise) by Parent or Merger Sub of its representations, warranties, covenants and agreements contained in this Agreement or arising from any claim or cause of action that any Company Related Party may have with respect thereto, including in respect of any oral representation made or alleged to be made in connection herewith or therewith. While the Company may pursue both a grant of specific performance of the type contemplated by Section 9.9 and the Equity Commitment Letter and the payment of the Parent Termination Fee pursuant this Section 9.4(c), as the case may be, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Offer and payment of the Parent Termination Fee. (v) Any amounts payable pursuant to this Section 9.4(c) shall be paid to the Company by wire transfer of immediately available funds. The Company shall promptly provide Parent upon request therefor the wire transfer information required to make any payments pursuant to this Section 9.4(c).

  • Contract Termination debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.