Methods of Termination Clause Samples
The "Methods of Termination" clause defines the specific ways in which a contract or agreement can be legally ended by one or both parties. It typically outlines the procedures for termination, such as providing written notice, meeting certain conditions, or triggering events like breach of contract or mutual agreement. By clearly specifying the acceptable methods for ending the relationship, this clause helps prevent disputes and ensures both parties understand their rights and obligations regarding contract termination.
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Methods of Termination. This Agreement may be terminated in any of the following ways:
(a) by either Huntington or NationsBank, in writing five calendar days in advance of such termination, if the Closing has not occurred by June 30, 1998;
(b) at any time on or prior to the Effective Time by the mutual consent in writing of Huntington and NationsBank;
(c) by Huntington in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by NationsBank or waived in writing by Huntington prior to the date fixed for Closing;
(d) by NationsBank in writing if the conditions set forth in Article IX of this Agreement shall not have been met by Huntington or waived in writing by NationsBank prior to the date fixed for Closing;
(e) any time prior to the Effective Time, NationsBank or Huntington in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of 30 calendar days after the giving of notice to the breaching party of such breach or the Effective Time; provided, however, that there shall be no cure period in connection with any breach of Section 7.3 hereof, so long as such breach by Purchasers was not caused by any action or inaction of Sellers, and NationsBank may terminate this Agreement immediately if regulatory applications are not filed within 30 calendar days after the date of this Agreement as provided in that Section;
(f) by NationsBank in writing at any time after any applicable regulatory authority has denied approval of any application of Purchasers for approval of the transactions contemplated herein; or
(g) by either Huntington or NationsBank, in writing five calendar days in advance of such termination, if the Barn▇▇▇ ▇▇▇nsaction is terminated prior to completion.
Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing:
(a) By the mutual written consent of the parties;
(b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;
(c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and
(d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time before or after approval thereof by the Company and Buyer, but not later than the Closing:
5.1.1 By mutual consent of Buyer and the Company; or
Methods of Termination. This Agreement may be terminated in any of the following ways:
(a) by either Purchaser or Seller, in writing five (5) days in advance of such termination, if the Closing has not occurred by March 31, 2020 (provided that no party shall be permitted to terminate this Agreement hereunder if (ii) the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party) or (ii) the parties are working in good faith for the receipt of any outstanding Regulatory Approval;
(b) at any time on or prior to the Effective Time by the mutual consent in writing of Seller and Purchaser;
(c) by Purchaser, as a result of any breach of any representation, warranty or covenant of Seller contained herein, which breach would cause any condition set forth in Sections 9.1 or 9.2 to not be satisfied, if Purchaser has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice;
(d) by Seller, as a result of any breach of any representation, warranty or covenant of Purchaser contained herein, which breach would cause any condition set forth in Sections 10.1 or 10.2 to not be satisfied, if Seller has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice;
(e) by either Purchaser or Seller, if (i) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated hereby shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby and such injunction, decree or other order shall be final and nonappealable.
Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing:
a. By the mutual written consent of SHAREHOLDERS, GIC and Dolce;
b. By Dolce, upon a material breach of any representation, warranty, covenant or agreement on the part of GIC or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of GIC or the SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "GIC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;
c. By GIC, upon a material breach of any representation, warranty, covenant or agreement on the part of Dolce set forth in this Agreement, or, if any representation or warranty of Dolce shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "Dolce Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach;
d. By either Dolce or GIC, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either GIC or Dolce, if the Closing shall not have been consummated as a result of Dolce or GIC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date.
e. By either GIC or Dolce if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.
Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the Closing Date as follows:
(a) at any time by mutual written agreement of Avista and NorthWestern; or
(b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or
(c) by Avista, in the following events:
(i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects;
(ii) at any time after December 31, 2025 if the Closing has not yet occurred;
(iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or
(d) by NorthWestern, in the following events:
(i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period;
(ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects;
(iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate;
(iv) at any time prior to the Closing, if any operational issue, mechanical issue...
Methods of Termination. 32 Section 10.2.
Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing by the mutual written consent of both parties;
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing:
(a) by mutual written consent of the Parties;
(b) by either AAAC or TX, if the Closing has not occurred by February 6, 2008 (or such other date as may be extended from time to time by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement;
(c) by TX China or AAAC (i) if there has been a breach of any of its covenants in this Agreement or (ii) if the representations and warranties of AAAC contained in this Agreement shall not be true and correct in material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate;
(d) by TX China, if the Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated hereby;
(e) by either AAAC or TX China, if, at the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public Offering.
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time before or after approval thereof by Seller and Buyer, but not later than the Closing:
6.1.1 By mutual consent of Buyer and Seller; or
6.1.2 By Seller, if any of the conditions provided for in Section 5.1 hereof shall not have been met or waived in writing by Seller at or prior to Closing; or
6.1.3 By Buyer, if any of the conditions provided for in Section 5.2 hereof shall not have been met or waived in writing by Buyer at or prior to Closing.