Termination Events Clause Samples
A Termination Events clause defines specific circumstances under which a contract may be ended before its natural expiration. This clause typically lists events such as breach of contract, insolvency, or failure to perform key obligations, and outlines the process for notifying the other party and the consequences of termination. Its core practical function is to provide a clear framework for ending the contractual relationship in response to significant issues, thereby allocating risk and ensuring both parties understand their rights and obligations if such events occur.
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Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be req...
Termination Events. If the Early Termination Date results from a Termination Event:—
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Termination Events. The occurrence of any of the following events shall constitute a “Termination Event”:
(a) the Borrower or the Servicer shall default in the payment of any amount required to be made under the terms of this Agreement and such default is not cured or waived within three Business Days following the occurrence thereof;
(i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of the Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than 20 days after written notice thereof shall have been given by the Agent or any Secured Party to such Person;
(c) an Insolvency Event shall occur with respect to the Borrower or the Originator;
(d) a Servicer Termination Event occurs;
(e) any representation, warranty or certification made or deemed made by the Borrower or the Originator hereunder shall prove to be incorrect as of the time when the same shall have been made, and such incorrect representation, warranty or certification can reasonably be expected to have a material adverse effect on the interests of any party hereto, and such incorrect representation, warranty or certification, if capable of being remedied, shall continue for 30 days without being remedied or cured after the earlier of (i) receipt by the Servicer of written notice with respect thereto from the Agent or the Trustee and (ii) notice thereof to the Borrower or the Originator by an officer of the Borrower or the Originator with actual knowledge of such incorrect representation, warranty or certification;
(f) the amount of Advances Outstanding shall exceed the Maximum Availability, for more than three consecutive Business Days;
(g) an Overcollateralization Shortfall exists and continues unremedied for a period of three Business Days;
(h) a Required Equity Shortfall exists and continues unremedied for a period of three Business Days;
(i) the Borrower or the Originator agrees or consents to, or otherwise permits any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy in whole or in part that could reasonably be expected to have a material adverse effect upon the Loans or the interests of the Lenders without...
Termination Events. The following Termination Events will apply to the parties as specified below: Section 5(b)(i) (Illegality) will apply to Party A and Party B. Section 5(b)(ii) (Tax Event) will apply to Party A and Party B. Section 5(b)(iii) (Tax Event upon Merger) will apply to Party A and Party B. Section 5(b)(iv) (Credit Event upon Merger) will not apply to Party A or Party B.
Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:—
Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows:
(a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if:
(i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder;
(ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or
(iii) the Incapacity of JQH occurs at any time prior to the Effective Time;
(b) by mutual written consent of the parties hereto;
(c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or
(d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, how...
Termination Events. (A) This Agreement may be terminated at any time prior to the Closing:
(1) by mutual written agreement of the Purchaser and the Seller; or
(2) by the Seller, upon written notice to the Purchaser, in the event that the Closing Date does not occur on or before May 15, 2014 or such later date, if any, as Seller shall agree to in writing; provided, however, that the right to terminate this Agreement pursuant to this Section 6.01(A)(2) shall not be available if Seller’s failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur on or prior to such date.
Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—
Termination Events. Without prejudice to other remedies which may be ------------------ available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Effective Time:
(a) by mutual written consent of NBC and Xenon 2;
(b) by either NBC or Xenon 2 by written notice to the other parties if the transactions contemplated by this Agreement have not been consummated by December 31, 1999, unless extended by written agreement of the parties hereto, provided that the party terminating this Agreement shall not be in material -------- default or breach hereunder and provided, further, that the right to terminate --------- ------- this Agreement under this clause (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated by this Agreement on or before such date;
(c) by either NBC or Xenon 2 if (i) any Governmental Authority, the consent or approval of which is required for the consummation of the transactions contemplated hereby, shall have determined not to grant its consent or approval and all appeals of such determination shall have been taken and have been unsuccessful or (ii) any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, provided that the party seeking to terminate this Agreement -------- under this clause (c) is not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause -------- ------- (c) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling;
(d) by either NBC or Xenon 2 if upon a vote at a duly held Xoom Stockholders Meeting or any adjournment thereof, the Xoom Stockholder Approval shall not have been obtained or by NBC if upon a vote at a duly held Xenon 2 Stockholders Meeting or any adjournment thereof, the Xenon 2 Stockholder Approval shall not have been obtained;
(e) by NBC if the Board of Directors of Xoom or Xenon 2 or any committee thereof shall have withdrawn or modified in a manner adverse to NBC its approval or recommendati...