Termination of Certain Agreements Clause Samples
The 'Termination of Certain Agreements' clause defines the conditions under which specific contracts or agreements between parties can be ended before their natural expiration. Typically, this clause outlines which agreements are subject to early termination, the procedures that must be followed, and any notice requirements or consequences of termination, such as payment of outstanding obligations. Its core practical function is to provide a clear mechanism for parties to exit particular agreements when necessary, thereby managing risk and ensuring both sides understand their rights and responsibilities in the event of termination.
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Termination of Certain Agreements. The Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company Shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary Documents.
Termination of Certain Agreements. On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.
Termination of Certain Agreements. Any and all rights of refusal, co-sale rights and registration rights, if any, for the benefit of the holders of Company Capital Stock or Stock Purchase Rights of the Company shall have been terminated or shall terminate upon consummation of the Sale.
Termination of Certain Agreements. Stockholder shall, to the extent Stockholder is a party to any such agreement, take all necessary action to, effective immediately prior to the Effective Time, terminate all agreements between Stockholder and the Company or a Company Subsidiary set forth on Schedule II, without any further liability or obligation under such agreement to the Company or such Company Subsidiary.
Termination of Certain Agreements. Each Seller shall, and each Seller agrees that it shall cause the Company to, and the Company shall, effective as of the Closing, without any cost to the Company, terminate, rescind, cancel and render void and of no effect all of the Contracts between the Company on the one hand and such Seller or any of its Affiliates, as the case may be (other than the Company) on the other hand, and those Contracts entered into pursuant to this Agreement.
Termination of Certain Agreements. Prior to the Closing, the Company shall terminate, or cause to be terminated, the agreements and arrangements set forth on Schedule 5.12 (the “Excluded Contracts”), such that the Company shall not have any liability following the Closing related to such Excluded Contracts. Each such termination shall include a release of the Company, as applicable, from any and all liabilities and obligations arising out of, or related to, such Excluded Contract.
Termination of Certain Agreements. Pursuant to the terms and conditions of this Agreement, the Company and Enable hereby agree that the agreements set forth below shall be terminated by mutual consent of the parties thereto and shall be of no further force or effect as of the Closing Date. The agreements set forth below and any and all claims, whether known or unknown, penalties, liquidated damages or other obligations in connection with such agreements shall be deemed settled pursuant to the terms of this Agreement.
a) Registration Rights Agreement;
b) Debenture;
c) Warrants; and
Termination of Certain Agreements. Subject to Section 5.01(e), all contracts, licenses, agreements, commitments or other arrangements, formal or informal, between any member of the EWS Group, on the one hand, and any member of the SNI Group, on the other hand, in existence on or prior to the Distribution Date, shall be automatically terminated by the Parties at the Effective Time without any further action needed by either such party, except (i) for (A) such agreements specifically set forth on Schedule 5.01(d) attached hereto, (B) this Agreement and (C) each Ancillary Agreement (including each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups), (ii) for any contracts, licenses, agreements, commitments or other arrangements to which any Person is a party in addition to either Party or any member of either Group or (iii) as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, including any retroactive cure or applicability provisions agreed to by the Parties. Except as expressly provided in Section 5.01(e), from and after the Distribution Date, no member of either Group shall have any rights or obligations under any such terminated contract, license, agreement, commitment or arrangement with any member of the other Group.
Termination of Certain Agreements. (1) The parties agree that Purchaser will not acquire any further securities under the SPA and the SPA will continue to define the terms and conditions with respect to convertible preferred securities purchased under the SPA. Sections 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, and 5.9 of the SPA shall remain in full force and effect with respect to the purchase of securities under the SPA. In all other respects, the SPA shall be considered terminated.
(2) The parties agree to terminate the Consulting Agreement between Company and J▇▇▇▇ ▇▇▇▇▇▇▇ dated January 5, 2009.
(3) The parties agree to eliminate the monthly compensation in Exhibit A of the Consulting Services Agreement between Company and Sales Attack LC dated September 17, 2008. In all other respects, the terms of the Consulting Services Agreement shall remain in full force and effect.
(4) Upon the issuance of the Convertible Preferred Shares, Series B described in Section 2.1, the parties acknowledge that the promissory notes dated December 24, 2008, January 8, 2009 and May 5, 2009 in favor of Seven Industries Ltd. and J▇ ▇▇▇▇▇ LC will be considered paid in full and shall be cancelled.
(5) Upon the issuance of the Convertible Preferred Shares, Series B described in Section 2.1, the parties acknowledge payment of the monthly rent under the Office Sublease between Company and Seven Industries Ltd. shall be considered paid in full through the month of May 2009.
ARTICLE II The Initial Closing
Termination of Certain Agreements. All contracts, licenses, agreements, commitments or other arrangements, formal or informal, between any member of the FNF Group, on the one hand, (i) and any member of the JAX Group, on the other hand, or (ii) guarantying any obligation of any member of the JAX Group, on the other hand, in each case in existence on or before the Distribution Date, shall be automatically settled, cancelled, assigned, assumed or terminated by the Parties at the Effective Time, except (A) for (x) such agreements specifically set forth on Schedule 2.3(b) attached hereto, (y) this Agreement and (z) each Ancillary Agreement (including each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties, any of the members of their respective Groups or any other Person), (B) for any contracts, licenses, agreements, commitments or other arrangements to which any Person is a party in addition to either Party or any member of either Group, or (C) as otherwise agreed to in good faith by the Parties in writing on or after the date hereof. From and after the Distribution Date, no member of either Group shall have any rights or obligations under any such settled, cancelled, assigned, assumed or terminated contract, license, agreement, commitment or arrangement with any member of the other Group.