Termination Due to Changed Circumstances Clause Samples
The 'Termination Due to Changed Circumstances' clause allows either party to end the contract if significant, unforeseen events occur that fundamentally alter the basis of the agreement. This clause typically applies when external factors—such as new laws, natural disasters, or major economic shifts—make it impossible or impractical for one or both parties to fulfill their obligations. Its core function is to provide a fair exit mechanism when circumstances beyond the parties' control disrupt the original intent of the contract, thereby allocating risk and preventing undue hardship.
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Termination Due to Changed Circumstances. This Agreement may be terminated by either party in accordance with Article 10(A)(3) hereof.
Termination Due to Changed Circumstances. Each of Vantage and Profit Stars reserves the right to terminate this Agreement in whole or in part at any time due to the occurrence of any of the following changed circumstances:
(1) Merchant becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors' rights, any of which in Vantage’s or Profit Stars’ reasonable judgment (as may be applicable) impairs the ability of Merchant to perform its responsibilities under this Agreement;
(2) In each of Vantage’s or Profit Stars’ sole judgment (as may be applicable), there is a deterioration or other materially negative change in Merchant’s financial status or structure which increases the financial risk being assumed by Vantage or Profit Stars in processing Merchant’s Entries; or
(3) There is a change in the laws, regulations or NACHA Rules that are applicable to this Agreement and Vantage’s, Provider Partner’s, or Profit Stars’ provision of any of the Services thereunder which restricts or prohibits Vantage, Provider Partner, or Profit Stars from providing the affected Services to Merchant or significantly increases Vantage’s, Provider Partner’s, or Profit Stars’ costs in providing the affected Services to its customers generally; In these instances, the applicable terminating party will provide written notice of the termination on this basis to Merchant, which shall become effective upon receipt by Merchant.
Termination Due to Changed Circumstances. On and after Purchaser’s First Commercial Sale, Purchaser or Seller may terminate this Agreement upon 90 days prior written notice to the other party if Purchaser purchases less than the Minimum Annual Product Units during any rolling twelve month period beginning after the First Commercial Sale so long as such termination notice is provided to the non-terminating party within 90 days of the end of the twelve month period to which the termination is based. Notwithstanding the foregoing (unless Purchaser has not ordered at least the Minimum Annual Product Units), Seller’s right to terminate this Agreement pursuant to this Section 8.4 is conditioned upon Seller fulfilling all of Purchaser’s Purchase Orders for Product on a timely basis during the twelve month period upon which Seller’s exercise of its termination rights under this Section 8.4 is based. As used herein, the term “Minimum Annual Product Units” shall mean [***] units of Product during any twelve month period beginning after the First Commercial Sale there are no Authorized Generic Product or Competitive Product being sold and distributed in the Territory and [***] units of Product during any twelve month period beginning after the First Commercial Sale in which there are one or more Authorized Generic Products or Competitive Products being sold and distributed in the Territory (which adjustment shall be effective upon the date of market entry of such Authorized Generic Product or Competitive Product); provided that, in the event of any adjustment to Minimum Annual Product Units during any rolling twelve month period, the Minimum Annual Product Units existing immediately prior to and after such adjustment shall be prorated as of the effective date of such adjustment for the purpose of calculating the Minimum Annual Product Units for such twelve month period.
Termination Due to Changed Circumstances. On and after Purchaser’s First Commercial Sale, Purchaser or Seller may terminate this Agreement upon 90 days prior written notice to the other party if Purchaser purchases less than the Minimum Annual Product Units during any rolling twelve month period beginning after the First Commercial Sale so long as such termination notice is provided to the non-terminating party within 90 days of the end of the twelve month period to which the termination is based. Notwithstanding the foregoing (unless Purchaser has not ordered at least the Minimum Annual Product Units), Seller’s right to terminate this
Termination Due to Changed Circumstances. Upon a termination of this Agreement by ADM Sub pursuant to Section 10.2.2, the following shall occur as of the effective date of termination.
Termination Due to Changed Circumstances. This Agreement may be terminated by either party if either party’s site closes or ceases to operate in accordance with Article 10(A)(3) hereof.