Termination by Sears Sample Clauses
The 'Termination By Sears' clause grants Sears the explicit right to end the contractual agreement under specified circumstances. Typically, this clause outlines the conditions or events—such as breach of contract, failure to meet performance standards, or other predefined triggers—under which Sears may exercise its right to terminate. Its core practical function is to provide Sears with flexibility and control, allowing the company to mitigate risk and respond to unsatisfactory performance or changing business needs by ending the relationship when necessary.
Termination by Sears. Sears may terminate this Agreement at any time upon the occurrence of any of the following events, by delivery of written notice of termination to Purchaser:
(a) after a Bankruptcy Event with respect to Purchaser has occurred;
(b) after Purchaser fails to perform any of its material obligations or breaches any of its material covenants hereunder or in the Licensing Agreement or Merchant Agreement in any material respect, and such failure or breach shall have continued unremedied for 90 days after delivery of written notice from Sears of its intention to terminate this Agreement absent remedy of such failure or breach within 90 days;
(c) after a Purchaser Material Adverse Effect has occurred;
(d) immediately prior to the time that Sears engages in a Combination with another Person (“Combining Person”) (but subject to the consummation of such Combination) that is subject to an agreement that would, if such Combination were consummated, prohibit the continuation of this Agreement following the Combination (“Combination Conflicting Agreement”); provided, that Sears has used best efforts to cause the Combining Person to (i) terminate such Combination Conflicting Agreement without a breach thereof, at Purchaser’s option and expense (including through the payment of any termination fees or liabilities); and (ii) amend such Combination Conflicting Agreement so that it is no longer a Combination Conflicting Agreement; provided, that in the event Sears elects to terminate this Agreement under this Section 13.2(d) but elects not to exercise the Repurchase Option, it shall, within 30 Business Days of such election, pay to Purchaser the Combination Termination Premium Amount;
(e) Purchaser is no longer a wholly-owned Subsidiary of Citigroup, Purchaser Transfers all or substantially all of its assets to a Person that is not a wholly-owned subsidiary of Citigroup, or Citigroup Transfers all or substantially all of the assets of the credit card business operated by it and its Subsidiaries to a third party that is not a wholly-owned Subsidiary of Citigroup;
(f) upon termination of the Purchase Agreement prior to the Closing;
(g) upon the occurrence of a Major Service Event;
(h) Purchaser fails to pay any amount owing under the Merchant Agreement (taking into account any permitted set-off payments) to Sears when due (except to the extent Purchaser is disputing such amount in good faith), and such failure to pay remains unremedied for two Business Days after delivery by Sear...
Termination by Sears. This Agreement shall automatically terminate upon delivery of notice of termination to Home Director, if Home Director (i) abandons, surrenders or transfers control of the operation of the business without prior approval of Sears; offers any unauthorized Services or Products; (ii) offers any services or products the same as or similar to the Services and/or Products to a competitor; (iii) has made any material misrepresentation or omission in the negotiations of this Agreement with Sears; (iv) is convicted by a trial court of or pleads no contest to a felony, or other crime or offense that is likely to adversely affect the reputation of Sears; (v) makes any unauthorized use or disclosure of any Confidential Information; (vi) becomes insolvent or files for bankruptcy; Sears shall have the right to cancel or terminate immediately this Agreement for any particular line or lines of Products and Services, or cancel or terminate all or any outstanding orders for Products and Services under this Agreements if Home Director (i) is in default of any other agreement with Sears or any of its affiliates, and such agreement is terminated as a result thereof; (ii) fails to maintain in force the insurance coverage as required by this Agreement and does not correct such failure within thirty (30) days after written notice of such failure to comply is delivered to Home Director; (iii) fails on two or more separate occasions within any period of twelve (12) consecutive months to comply with the same obligation under this Agreement, whether or not such failures to comply are corrected after notice of default is given; or (iv) fails to comply with any other provision of this Agreement or any mandatory specification, standard or operating procedure prescribed by Sears and does not correct such failure within thirty (30) days after written notice of such failure to comply is delivered to Home Director.
Termination by Sears. SEARS shall have the right to terminate this Agreement on written notice to ▇▇▇▇▇▇▇.
Termination by Sears. (i) Agreement. If CSC:
(1) commits any material breach of this Agreement (except as provided in clauses (2), and (3) below), including Termination Assistance Services, which is curable by CSC and CSC fails to cure such breach within *** CSC’s receipt of notice thereof;
(2) commits a material breach of this Agreement that is not capable of being cured;
(3) commits a breach of this Agreement that is capable of being cured, but is not capable of being cured within the period specified pursuant to clause (1) above,; ***
(4) commits numerous breaches of its duties or obligations under this Agreement, whether or not cured within applicable cure periods, where such breaches collectively constitute a material breach of this Agreement ***; then Sears may, by giving notice to CSC, terminate this Agreement, with respect to all or any part of the Services, in whole or in part, as of a date specified in the notice of termination. All notices of breach required to be given under this Section 23.1(a) (Termination by Sears) shall be given by Sears and contain a description of the breach in reasonable detail. CSC shall not be entitled to any Termination Charges in connection with such a termination for cause. If Sears chooses to terminate this Agreement in part, ***.