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. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time prior to the Closing:
(a) by mutual written agreement of Seller and Buyer;
(b) by written notice of either Seller or Buyer to such other Party if:
(i) the Closing has not occurred by the close of business on July 31, 2020 (the “Outside Date”); provided, further, that a Party may not terminate this Agreement pursuant to this Section 12.01(b)(i) if such Party is in material breach of any of its representations, warranties, covenants or agreements contained herein;
(ii) there is in effect a Final Order by any court of competent jurisdiction in the United States restraining, enjoining or otherwise prohibiting the Closing; provided that a Party may not terminate this Agreement pursuant to this Section 12.01(b)(ii) if such party is in material breach of any of its representations, warranties, covenants or agreements contained herein; or
(iii) if either the Bidding Procedures Order or, after its entry, the Sale Order ceases to be in full force and effect;
(c) so long as Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained herein, by Buyer by written notice to Seller if
(i) any Selling Entity breaches any representation or warranty or any covenant or agreement contained in this Agreement, (ii) such breach would result in a failure of a condition set forth in Article 9 or Article 10 and (iii) such breach has not been cured by the earlier of (x) ten (10) Business Days after the giving of written notice by Buyer to Seller of such breach and (y) the Outside Date;
(d) so long as no Selling Entity is in material breach of any of its representations, warranties, covenants or agreements contained herein, by Seller by written notice to Buyer if (i) Buyer breaches any representation or warranty or any covenant or agreement contained in this Agreement, (ii) such breach would result in a failure of a condition set forth in Article 9 or Article 11 and such breach has not been cured by the earlier of (x) ten (10) Business Days after the giving of written notice by the Selling Entities to Buyer of such breach and (y) the Outside Date;
(e) by Seller by written notice to Buyer if Buyer fails to consummate the transactions contemplated hereby, including satisfaction of the Purchase Price, as and when required by Article 4 hereof; or
(f) by Buyer by written notice to Seller if (i) the Sale Order is not entered by June 26, 2020, or (ii)...
Termination Events. If the Early Termination Date results from a Termination Event:—
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. This Agreement may be terminated and the transactions contemplated hereby abandoned prior to the Closing:
(a) by written mutual consent of Purchaser A, the Company and the Seller;
(b) by the Seller or the Company, if either Purchaser has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of either Purchaser has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.3, as the case may be, would not be satisfied at a Closing on or prior to the End Date; provided, however, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by the Seller or the Company to Purchaser A informing Purchaser A of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if either of them is then in breach of this Agreement in any material respect; further, provided, that, for the avoidance of doubt, nothing in this Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f);
(c) by Purchaser A, if the Seller or the Company has breached any covenant or agreement contained in this Agreement, or if any representation or warranty of the Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the Closing on or prior to the End Date; provided, however, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if any such breach or failure to be true has been cured within seven (7) Business Days after written notice by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect;
(d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; pr...
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. No Party will have the right to terminate this Agreement for a period of thirty-six (36) months after the Effective Date unless the grounds for termination are:
(i) that another Party has been convicted of a violation of a Federal, state or local criminal statute and such conviction actually and materially adversely affects that Party's ability to perform its obligations under this Agreement;
(ii) that a final judgment has been entered against another Party finding said Party in violation of a Federal, state or local statute or regulation and such final judgment actually and materially affects that Party's ability to perform its obligations under this Agreement;
(iii) that another Party has (a) filed a voluntary petition in bankruptcy or voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts, or any other relief under the Federal Bankruptcy Code or under any other insolvency act or law now or hereafter existing, (b) made a general assignment for the benefit of creditors, or (c) admitted in writing its inability to pay its debts as they mature;
(iv) that another Party has had (a) an involuntary petition filed against it seeking reorganization, arrangement, readjustment of its debts, or any other relief under the Federal Bankruptcy Code or under any other insolvency act or law now or hereafter existing (b) a receiver or trustee appointed involuntarily, and such petition or action is not suspended, stayed or dismissed within sixty (60) days after filing or appointment, as the case may be.
(v) that a Final Order has been issued by the Arbitrator containing a finding of a material breach of contract, representation or warranty given by a Party in this Agreement or of any other material breach of this Agreement by the Party against which termination is sought; or
(vi) that a Change of Control has occurred involving a Party, other than a transaction constituting a Change of Control by one Party of another Party. With respect to a termination pursuant to subsections (i)-(iv) the Party seeking termination will provide the other Parties sixty (60) days written notice following the occurrence of the event creating the grounds for termination; and, with respect to a termination pursuant to subsection (vi), the Party seeking termination will provide the other Parties one hundred twenty (120) days written notice following the occurrence of the event creating the grounds for termination; and with respect to a termination pursuant t...
Termination Events. Any of the following acts or occurrences shall constitute a Termination Event under this Agreement (each, a “Termination Event”):
(a) if either Servicer on the one hand or the Lender on the other hand, has breached in any material respect any covenant, representation or other provision of this Agreement and has not cured such breach within thirty (30) days after receiving written notice describing such breach; provided, however, if such breach is not capable of being cured within thirty (30) days and such party is diligently working to cure such breach, such party shall have such additional time as reasonably approved by the other party to cure such breach;
(b) any failure by Servicer to deliver to the Lender any report or information it is required to deliver pursuant to the terms of this Agreement if such failure continues unremedied for a period of fifteen (15) days following receipt by Servicer of written notice from the Lender of such failure;
(c) if Servicer has been grossly negligent in any material respect or engaged in unlawful acts or willful misconduct in the performance of its duties under this Agreement and has not cured such negligence, act or misconduct within ten (10) days after receiving written notice from the Lender;
(d) if an involuntary bankruptcy proceeding or a similar regulatory action has been commenced against either party or any of its direct or indirect parents and has remained undismissed or undischarged for a period of thirty (30) consecutive days;
(e) if either party has made a general assignment for the benefit of its creditors, or
(f) if such party has admitted in writing its inability to pay its debts generally as they become due.
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. 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.