Termination and Waivers Clause Samples
The 'Termination and Waivers' clause defines the conditions under which a contract may be ended by either party and outlines the circumstances in which certain rights or obligations may be relinquished. Typically, this clause specifies the procedures for giving notice of termination, any required advance warning periods, and the effects of termination on ongoing obligations. It may also clarify how and when a party can waive specific rights, such as the right to enforce a particular provision. The core function of this clause is to provide clear guidelines for ending the contractual relationship and to manage the relinquishment of rights, thereby reducing uncertainty and potential disputes between the parties.
Termination and Waivers. 12.1 This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Date by resolution of either the Acquiring Fund’s Board or the Fund’s Board, if circumstances should develop that, in the opinion of that Board, make proceeding with the Agreement inadvisable with respect to the Acquiring Fund or the Fund, respectively. Any such termination resolution to be effective shall be promptly communicated to the other party and, in any event, prior to the Effective Date. In the event of termination of this Agreement pursuant to the provisions hereof, the Agreement shall become void and have no further effect, and there shall not be any liability hereunder on the part of either of the parties or their respective board members or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.
12.2 At any time prior to the Effective Date, any of the terms or conditions of this Agreement may be waived by either the Acquiring Fund’s Board or the Fund’s Board (whichever is entitled to the benefit thereof), if, in the judgment of such Board after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended in this Agreement to the stockholders of their respective fund, on behalf of which such action is taken.
Termination and Waivers. Except as may be required by any applicable Gaming Law or Gaming Authority, the Managing Member may waive any of the rights of the Company or any restrictions contained in this Article in any instance in which and to the extent the Managing Member determines that a waiver would be in the best interests of the Company. Except as required by a Gaming Authority, nothing in this Article shall be deemed or construed to require the Company to repurchase any Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person.
Termination and Waivers. Except as may be required by any applicable Gaming Law or Gaming Authority, the Corporation may waive any of its rights or any restrictions contained in this Article Twelfth in any instance in which and to the extent the Corporation determines that a waiver would be in the best interests of the Corporation. Except as required by a Gaming Authority, nothing in this Article Twelfth shall be deemed or construed to require the Corporation to purchase or caused to be purchased any Equity Interests Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person.
Termination and Waivers. Except as may be required by any applicable Gaming Law or Gaming Authority, the Steering Committee may waive any of the rights of the Company or any restrictions contained in this Article in any instance in which and to the extent the Steering Committee determines that a waiver would be in the best interests of the Company. Except as required by a Gaming Authority, nothing in this Article shall be deemed or construed to require the Company to repurchase any Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person.
Termination and Waivers. Any stock, membership, partnership or other equity ownership of any Person (other than the Company or a Subsidiary) in and to the equity of any Subsidiary shall have been fully released and terminated and any outstanding options, warrants, redemption rights and any other agreement regarding the equity interests or securities of the Company or any Subsidiary shall have been waived and terminated, in each case, upon terms reasonably acceptable to Buyer.
Termination and Waivers