Termination Right Clause Samples
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Termination Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
Termination Right. The Non-Breaching Party shall have the right to terminate this Agreement, upon written notice, in the event that the Breaching Party has not cured such material breach within the Cure Period, provided, however, that if such breach is capable of cure but cannot be cured within the Cure Period, and the Breaching Party commences actions to cure such material breach within the Cure Period and thereafter diligently continue such actions, the Breaching Party shall have an additional [**] to cure such breach. If a Party contests such termination pursuant to the dispute resolution procedures under Section 13.3, such termination shall not be effective until a conclusion of the dispute resolution procedures in Section 13.3, as applicable, resulting in a determination that there has been a material breach that was not cured within the Cure Period (which Cure Period shall be tolled for the period from notice of such dispute until resolution of such dispute pursuant to Section 13.3 or abandonment of such dispute by the disputing Party).
Termination Right. Notwithstanding anything to the contrary herein, provided and upon condition that Tenant is not in default of this Lease beyond applicable cure periods at the time Tenant delivers the Early Termination Notice or on the Early Termination Date, Tenant shall have a one-time option to terminate this Lease, effective the first day of the ninety-seventh (97th) month after the Commencement Date of this Lease, (such date, the “Early Termination Date”) only exercisable by Tenant giving Landlord written notice of Tenants election to terminate this Lease (the “Early Termination Notice”), which Termination Notice must be received by Landlord on or before the first day of the eighty-fifth (85th) month after the Commencement Date of this Lease, time being of the essence of such date. As consideration for and a condition precedent to Landlord granting to Tenant the option to terminate the Lease as set forth herein, the Termination Notice shall be accompanied by a certified or cashier’s check made payable to the order of the Landlord in the amount of the Termination Payment (as defined below). Failure of Tenant to timely deliver the Early Termination Notice and/or the Termination Payment shall terminate any option or right Tenant may have hereunder. In the event Tenant delivers the Termination Notice and the Termination Payment to Landlord in a timely manner, Tenant shall nonetheless be responsible to continue to comply with all of the terms and conditions and perform all of its obligations contained in the Lease, including, but not limited to, the payment of all Base Rent and Additional Rent and other charges accruing under the Lease through and including the Termination Date. For the purposes hereof, the Termination Payment shall mean an amount equal to the sum of the following: (i) the sum of Three Hundred Twenty-One Thousand Seven Hundred Ninety-Eight and 26/100 Dollars ($321,798.26); plus (ii) the unamortized portion of all of Landlord’s leasing costs, including any costs associated with Landlord’s Work as set forth in Article 6, any allowances, abatements and brokerage commissions in connection with the Lease, and any actual third party out of pocket legal fees and costs incurred with the drafting, negotiation, and completion of this Lease, amortized over the Term at an interest rate of eight percent (8%) (the “Termination Payment”).
Termination Right. You will have a right to terminate this Contract within 21 days after receiving a notice of a step down under clause 5(d) with effect from the day the step down occurs. You will also have the right to rescind any such termination before the end of those 21 days.
Termination Right. A “Termination Right” means any right of Tenant to cancel or terminate the Lease or to claim a partial or total eviction arising (whether under the Lease or under applicable law) from Landlord’s breach or default under the Lease.
Termination Right. Tenant shall have a one-time right and option to terminate this Lease (“Termination Right”), which termination shall become effective as of the last day of thirty eight (38th) month of the Term by providing prior written notice to Landlord, not less than nine (9) months but no more than twelve (12) months prior to the effective date of such termination, time being of the essence, provided that Tenant is not in default under the terms of this Lease either at the time it exercises such right or as of the date the termination becomes effective, and provided such notice shall be accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) five (5) month’s Base Rent (as defined in Section 1 of this Lease) at the rate payable as of the year of the effective date of the termination. The parties agree that if Tenant fails to exercise its option to terminate this Lease strictly in accordance with this Section, then Tenant’s right to terminate this Lease shall automatically lapse and Tenant shall have no right to terminate this Lease. Upon timely exercise of Tenant’s Termination Right, the last day of 38* month of the Term shall be deemed the expiration date of the Term of the Lease and Tenant shall surrender the Leased Premises on or before of first day of the thirty ninth (39th) month of the Term in accordance with the terms of this Lease. For the purposes hereof, “Lease Costs” shall be the cost of the Improvements, initial brokerage commission, and legal fees.
Termination Right. If, on or before the expiration of the Due Diligence Period, Purchaser shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.2.2 and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).
Termination Right. (i) Following the Consent Date, the Farmee shall retain a right, to be exercised at its sole discretion and considering the results of the Petroleum Operations carried out during the Initial Exploration Period to terminate the Agreement at the end of the Initial Exploration Period (the “Post Closing Termination Right”).
(ii) If the Farmee exercises its Post Closing Termination Right, or any other right pursuant to the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances and the Operatorship for US$1. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer pursuant to this Clause 4.3 of the Farmout Interest and/or the Operatorship. The Parties further agree that if Farmee elects to exercise its Post Closing Termination Right and re-sells to Farmor the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has by the date of the exercise of the Post Closing Termination Right complied with the Minimum Work and Expenditure Obligations the Farmee shall have no further liability to the Farmor, and the Farmee shall have no interest whatsoever in the Contract and shall be deemed to have transferred to the Farmor any rights or equitable interest it may have acquired under this Agreement. If the Farmee has not complied with the Minimum Work and Expenditure Obligations at the date of the exercise of the Post Closing Termination Right than it shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the Contract.
Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.
Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding 90 consecutive days with the conduct by Tenant of its business at the Premises, Tenant, at any time prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building and the Common Areas.