Contingent Termination Clause Samples
A Contingent Termination clause defines the conditions under which an agreement may be terminated if certain specified events or circumstances occur. Typically, this clause outlines particular triggers—such as failure to obtain regulatory approval, non-fulfillment of key obligations, or the occurrence of force majeure events—that, if met, allow one or both parties to end the contract without penalty. Its core practical function is to provide flexibility and risk management by allowing parties to exit the agreement if critical, predefined contingencies arise, thereby protecting them from unforeseen or uncontrollable developments.
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Contingent Termination. The Parties acknowledge and agree that in the event the Vendor, for any reason, does not agree to the terms, conditions, and covenants set forth in this Agreement, the Town’s sole responsibility arising from or related to this Agreement shall be the return to Sponsor of the Sponsor Fees without interest and neither Party shall be responsible for any of the provisions contained herein.
Contingent Termination. This Agreement may be terminated at any time prior to the Closing:
(a) by the mutual written consent of ▇▇▇▇▇▇ and ▇▇▇▇▇; or
(b) by Buyer by written notice to the Seller if:
(i) Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement (taking into account all the provisions of this Agreement) made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 2.1 and such breach, inaccuracy or failure has not been cured by Seller within 90 days of the Seller’s receipt of written notice of such breach from Buyer; or
(ii) any of the conditions set forth in Section 2.1 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by March 31, 2021 (the “Outside Date”), which date may be extended by the mutual consent of the Parties, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or
(c) by Seller by written notice to Buyer if:
(i) Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement (taking into account all the provisions of this Agreement) made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 2.2 and such breach, inaccuracy or failure has not been cured by Buyer within 90 days of the Seller’s receipt of written notice of such breach from Seller; or
(ii) any of the conditions set forth in Section 2.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, which date may be extended by the mutual consent of the Parties, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or
(d) by Buyer or Seller in the event that (i) after taking into account Section 8.9 (Severability), there shall be any Law that makes consummation of the Transaction illegal or otherwise legally prohibited or (ii) any Governmental Body shall have issued an order restraining or enjoining the transactions contemplated ...
Contingent Termination. Unless the Board of Directors has received one or more commercially reasonable bona fide offers for investment in the Company or otherwise available for moving the Chloride Copper Mine into production, by debt or equity, totaling in excess of Five Hundred Thousand Dollars ($500,000 U.S.), cumulatively or singularly, on or before June 30, 2012, and unless such offer(s) has been accepted and the transaction(s) closed by September 30, 2012, this Agreement shall terminate and no party shall have any rights with respect to the other.
Contingent Termination. In the event that any purchaser, user or reseller of any Licensed Products manufactured by the Licensee under Section 3.1 hereof shall be involved in any adverse litigation or adverse administrative proceeding with HP and/or its Subsidiaries at any time during the term of this Agreement, then HP or its Subsidiaries may terminate the license under Section 3.1 insofar as such Section conveys any license to any such purchaser, user or reseller. Such termination will be effective upon notice as set forth in Section 18.1.