Termination and Release Agreement Clause Samples

Termination and Release Agreement. The Agreement is hereby terminated, effective as of December 2001, and shall be null and void in all respects.

Termination and Release Agreement. At or prior to the Closing, the Seller Members shall, and shall cause the Company to, enter into a termination and release agreement with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ in a form reasonably acceptable to Buyer (the “Termination and Release Agreement”), in relation to that certain Phantom Unit Agreement by and between the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ dated as of August 8, 2019 and that certain Phantom Unit Agreement by and between the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ dated January 1, 2021 (together, the “Phantom Unit Agreements”).

Termination and Release Agreement. The Banks consent to and authorize the Administrative Agent to execute and deliver a Termination and Release Agreement in the form attached hereto as Annex I.

Termination and Release Agreement. A Termination and Release Agreement with respect to the Existing Credit Agreement, in form and substance reasonably satisfactory to the Agent, duly executed by the Borrower;

Termination and Release Agreement. In accordance with the terms of the Coal Allocation-Related Agreements (as defined below), the outstanding coal allocation due from INDEXIM to SPRI as at 30 November 2021 was 122,918 MT, which the Company understands INDEXIM has been unable to fulfil due, inter alia, to its tight schedules. Upon payment of the Compensation by INDEXIM to SPRI under the Termination and Release Agreement on 30 December 2021: (a) the Offtake Agreements dated 5 May 2010 between (i.) INDEXIM and SPRI, under which ▇▇▇▇ agrees to purchase from INDEXIM and INDEXIM agrees to sell its coal to SPRI, and (ii.) BBE and SPRI, under which ▇▇▇▇ agrees to purchase from BBE and BBE agrees to sell its coal to SPRI; (b) the Deposit Agreement dated 5 May 2010 between INDEXIM and SPRI under which SPRI placed a deposit of US$6 million (“Deposit”) with INDEXIM (which was returned in full to SPRI on 28 December 2021); (c) the Corporate Guarantee dated 5 May 2010, under which BBE provided a guarantee as a corporate guarantor to satisfy one of the conditions precedent to the placement of the Deposit by SPRI; and (d) the Deed of Restatement dated 27 July 2012, as amended by the (i.) Supplemental Deed of Restatement dated 26 December 2014, and (ii.) Supplemental Deed of Restatement dated 18 January 2018; (collectively, the “Coal Allocation-Related Agreements”), ceased to be effective without the need for any other documents to evidence such termination and the parties to the Termination and Release Agreement have acknowledged and accepted that there are no rights and/or obligations remaining outstanding between them under any of the Coal Allocation-Related Agreements.

Termination and Release Agreement. CCC and InsurQuote agree to terminate that certain Marketing and Sales Agreement between the parties dated as of February 11, 1998, as amended by Amendment No. 1 thereto dated as of March 30, 1999, and that certain Information Services Agreement dated December 31, 1989 between the Company (by virtue of its acquisition of the assets of Automated Call Processing) and CCC, and to extinguish all obligations of the parties thereunder, in consideration of a payment by InsurQuote to CCC of Five Million Dollars ($5,000,000) as follows: (i) Approximately $500,O00 will be paid in cash by InsurQuote a reasonable period of time following the closing of the Proposed Merger; and (ii) The balance (approximately $4,500,000) will be paid by way of an unsecured, subordinated promissory note that accrues interest at the rate of 7.5% per annum. Principal and accrued interest on the note will become due and payable two and one-half years from the date of this Agreement. CCC and InsurQuote agree to negotiate diligently and in good faith to execute a definitive termination agreement and promissory note within five (5) business days from the date of this Agreement; provided, however, that the agreements set forth in this paragraph 4 are binding upon CCC and InsurQuote.

Termination and Release Agreement. ▇▇▇▇▇▇'▇, Seller and the Shareholders shall have entered into an agreement among them, in form and substance satisfactory to them and their respective counsel, whereby all agreements (including the "Pick `N Save" trademark license and supply agreements) entered into between the parties (or their affiliates) prior to the date hereof are terminated and the parties mutually release each other from and against any and all claims, demands, causes of action, liabilities, costs, expenses, or obligations (other than those arising out of this Agreement) that any party may have against any other arising out of or relating to the Existing Agreements or the business relationships existing between the parties (the "Termination and Release Agreement"). The Termination and Release Agreement will not apply to the obligation of any party to pay any amount due to the other party in the ordinary course of business and relating to the purchase of merchandise by Seller from ▇▇▇▇▇▇'▇ or its affiliates, including, by way of example, the purchase price of merchandise purchased by Seller; rebates, discounts and allowances due Seller by ▇▇▇▇▇▇'▇; and similar matters;

Termination and Release Agreement. ▇▇▇▇▇▇'▇, Seller and the shareholders of Seller shall have entered into an agreement among them, in form and substance satisfactory to them and their respective counsel, whereby all agreements (including the "Pick `N Save" trademark license and supply agreements) entered into between the parties (or their affiliates) prior to the date hereof (the "Existing Agreements") are terminated and the parties mutually release each other from and against any and all claims, demands, causes of action, liabilities, costs, expenses, or obligations (other than those arising out of this Agreement) that any party may have against any other arising out of or relating to the Existing Agreements or the business relationships existing between the parties (the "Termination and Release Agreement"). The Termination and Release Agreement will not apply to the obligation of any party to pay any amount due to the other party in the ordinary course of business and relating to the purchase of merchandise by Seller from ▇▇▇▇▇▇'▇ or its affiliates, including, by way of example, the purchase price of merchandise purchased by Seller; rebates, discounts and allowances due Seller by ▇▇▇▇▇▇'▇; patronage dividends; "We Care" payments; and similar matters.

Termination and Release Agreement. Buyer Parent shall have executed and delivered to TPI Parent, the Termination and Release Agreement.