Termination Rights Sample Clauses
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Termination Rights. Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing Date:
(a) by the mutual consent, in writing, of the Parties hereto;
(b) by the Purchaser Group, on the one hand, or the Seller Group, on the other hand, if the First Closing shall not have occurred on or before December 31, 2021 (the “Outside Date”), unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party or Parties’ of any of its or their obligations set forth in this Agreement;
(c) by the Purchaser Group, on the one hand, or the Seller Group, on the other hand, if any of the conditions to such Parties’ obligations to perform set forth in Articles VIII and IX of this Agreement, as applicable, becomes incapable of fulfillment; provided, however, that a Party may not seek termination pursuant to this Section 12.14(c) if such condition is incapable of fulfillment due to the failure of such Party or Parties’ to perform the agreements and covenants contained herein required to be performed by such Party or Parties or its or their affiliate at or before the Closing; and
(d) by the Purchaser Group, on the one hand, or the Seller Group, on the other hand, if the other shall have breached or failed to perform any of its covenants or other agreements contained in this Agreement, which breach or failure to perform would cause any of the conditions to such Party’s obligations to perform set forth in Articles VIII and IX of this Agreement, as applicable, to not then be satisfied; provided that such breach or failure to perform such covenant or agreement is not cured within ten (10) days after written notice thereof from the non-breaching Party, or in the case where the date or period of time specified for performance has lapsed, promptly following written notice thereof from the non-breaching Party.
Termination Rights. This Agreement may be terminated at any time prior to the Closing as follows:
(a) By mutual written consent of ETE and ETP;
(b) By either ETE or ETP, if any Governmental Authority of competent jurisdiction shall have issued a final and non-appealable order, decree or judgment prohibiting the consummation of the transactions contemplated by this Agreement;
(c) By either ETE or ETP in the event that the Closing has not occurred on or prior to December 31, 2012 (the “Termination Date”); provided, however, that (i) ETE may not terminate this Agreement pursuant to this Section 7.1(c) if such failure of the Closing to occur is due to the failure of ETE to perform and comply in all material respects with the covenants and agreements to be performed or complied with by ETE and (ii) ETP may not terminate this Agreement pursuant to this Section 7.1(c) if such failure of the Closing to occur is due to the failure of ETP to perform and comply in all material respects with the covenants and agreements to be performed or complied with by ETP;
(d) By ETE if there shall have been a breach or inaccuracy of ETP’s representations and warranties in this Agreement or a failure by ETP to perform its covenants and agreements in this Agreement, in any such case in a manner that would result in, if occurring and continuing on the Closing Date, the failure of the conditions to the Closing set forth in Section 6.2(a) or Section 6.2(b), unless such failure is reasonably capable of being cured, and ETP is using all commercially reasonable efforts to cure such failure by the Termination Date; provided, however, that ETE may not terminate this Agreement pursuant to this Section 7.1(d) if (i) any of ETE’s representations and warranties shall have become and continue to be untrue in a manner that would cause the condition set forth in Section 6.3(a) not to be satisfied or (ii) there has been, and continues to be, a failure by ETE to perform its covenants and agreements in such a manner as would cause the condition set forth in Section 6.3(b) not to be satisfied; or
(e) By ETP if there shall have been a breach or inaccuracy of ETE’s representations and warranties in this Agreement or a failure by ETE to perform its covenants and agreements in this Agreement, in any such case in a manner that would result in, if occurring and continuing on the Closing Date, the failure of the conditions to the Closing set forth in Section 6.3(a) or Section 6.3(b), unless such failure is reasonably capable o...
Termination Rights. The Parties shall have the termination rights set forth below.
Termination Rights. 4.1 The Buyer shall be entitled to terminate the Call-Off Contract if the Supplier is required to provide CRP Information under Paragraph 3 and either:
4.1.1 the Supplier fails to provide the CRP Information within 4 months of the Start Date if this is a Critical Service Contract or otherwise within 4 months of the Appropriate Authority’s or Appropriate Authorities’ request; or
4.1.2 the Supplier fails to obtain an Assurance from the Appropriate Authority or Appropriate Authorities within 4 months of the date that it was first required to provide the CRP Information under the Call-Off Contract, which shall be deemed to be an event to which Clause 18.4 applies.
Termination Rights. This Agreement shall be terminated in its entirety at any time prior to the Closing:
(a) by the mutual written agreement of Seller and Buyer;
(b) by Seller or Buyer, in writing if there shall be in effect a Final Order prohibiting, enjoining or restricting the transactions contemplated by this Agreement;
(c) by Seller or Buyer in writing if there shall have been a material breach of any of the representations or warranties set forth in this Agreement and the Related Documents (which, for purposes of this Article X, shall include any violation of or inaccuracy in any of the representations or warranties set forth in this Agreement or the Related Documents as measured on any relevant date (not just the date hereof and the Closing Date)) on the part of the other party, which breach is not cured within thirty (30) days following receipt by the breaching party of written notice of such breach from the terminating party, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Seller nor Buyer shall have the right to terminate this Agreement pursuant to this Section 10.1(c) unless the breach of a representation or warranty, together with all other such breaches, would entitle the party receiving such representation not to consummate the transactions contemplated by this Agreement under Section 8.2(a) (in the case of a breach of a representation or warranty by Buyer and Parent) or Section 8.3(a) (in the case of a breach of a representation or warranty by Seller) and provided, further, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein;
(d) by Seller or Buyer in writing if there shall have been a material breach of any of the covenants or agreements set forth in this Agreement or in the Related Documents on the part of the other party, which breach shall not have been cured within thirty (30) days following receipt by the breaching party of written notice of such breach from the terminating party, or which breach, by its nature, cannot be cured prior to the Closing (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein or in the Related Documents);
Termination Rights. 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice.
17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay:
a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and
b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department:
i) used its best efforts to minimise any costs arising as a result of the termination; and
ii) provided adequate documentary evidence to substantiate those costs.
17.3 This Contract may be terminated at any time by written agreement between the Parties.
17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if:
a) the Training Provider commits a Material Breach;
b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied;
c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it:
i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or
ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice;
d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department;
e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds;
f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspe...
Termination Rights. This Agreement shall be subject to termination at any time throughout the Term upon the occurrence of any one or more of the following:
Termination Rights. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval of the Company Proposal by the stockholders of the Company (except as provided below), by action taken by the board of directors of the terminating Party or Parties upon the occurrence of any of the following:
(a) by mutual written consent of the Company and Parent;
(b) by either the Company or Parent, if any Governmental Authority shall have issued an Order, decree or ruling enjoining or otherwise prohibiting the Merger and such Order, decree, or ruling shall have become final and non-appealable; provided that a party shall not have the right to terminate this Agreement pursuant to this Section 7.1(b) if such party has breached any of its obligations under Section 5.8 or Section 5.12;
(c) by either the Company or Parent, if the Merger shall not have been consummated on or before the Outside Date; provided that the right to terminate pursuant to this Section 7.1(c) shall not be available to any party whose failure to perform or comply in all material respects with the covenants and agreements of such Person set forth in this Agreement shall have been the principal cause of or resulted in the failure of the Closing to occur by such date;
(d) by either the Company or Parent, if the Company Meeting shall have been convened and a vote with respect to the adoption of the Company Proposal shall have been taken thereat (or at any adjournment or postponement thereof) and the Required Company Vote shall not have been obtained;
(e) by the Company, if there shall have been a breach by Parent or Merger Sub of any of its covenants, agreements, representations or warranties set forth in this Agreement which breach, either individually or in the aggregate, would result, if occurring or continuing at the Effective Time, in the failure of the conditions set forth in Sections 6.3(a) or 6.3(b), as the case may be, and which is not cured on or before the earlier of the Outside Date and the 30th day following written notice to Parent, or which by its nature cannot be cured within such time period; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(e) if the Company is then in material breach of any of its covenants or agreements contained in this Agreement;
(f) by Parent, if there shall have been a breach by Company of any of its covenants, agreements, representations or warranties se...
Termination Rights. 42.1. The Authority may terminate the Contractor’s interest in the Framework Agreement by notice to the Contractor with immediate effect if the Contractor commits a Default and if:
42.1.1. the Contractor has not remedied the Default to the satisfaction of the Authority within 20 Working Days, or such other period as may be specified by the Authority, after issue of a notice specifying the Default and requesting it to be remedied;
42.1.2. the Default is not in the opinion of the Authority, capable of remedy; or
42.1 3. the Default is a material breach of the Framework Agreement.
42.2. The Authority may also terminate the Contractor’s interest in the Framework Agreement:
42.2.1. in accordance with any provision of the Schedules;
42.2.2. in accordance with any provisions of the Standard Terms of Supply relating to the following activities:
42.2.2.1. entering, attending or occupying the Authority’s premises;
42.2.2.2. making use of the Authority’s property or information technology systems, or giving the Authority the use of the Contractor’s property or information technology systems;
42.2.2.3. having dealings with the Authority’s employees, Contractors, suppliers or contractors;
42.2.2.4. soliciting the Authority’s employees;
Termination Rights. Within sixty (60) days after Landlord becomes aware of such damage to the Building or the Premises, Landlord shall notify Tenant in writing ("Landlord's Damage Notice") of the estimated time, in Landlord's reasonable judgment, required to substantially complete Landlord's Restoration Work (the "Estimated Repair Period "), as well as the time estimated by Landlord for Tenant to substantially complete Tenants restoration work. Notwithstanding the terms of Section 11.1 above, Landlord may elect not to rebuild and/or restore the Building pertaining to Landlords Restoration Work and instead terminate this Lease and all other leases in the Building by notifying Tenant in writing of such termination within sixty (60) days after the date of damage, such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if (i) the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, (ii) Landlord terminates the leases of all tenants in the Building and one or more of the following conditions is present : (i) repairs cannot, in Landlord's reasonable opinion, as set forth in Landlord's Damage Notice, reasonably be completed within three hundred (300) days of the ▇▇▇▇ of damage (when such repairs are made without the payment of overtime or other premiums); or (ii) the damage is not fully covered by Landlord's insurance policies and the uninsured cost exceeds Landlord's Contribution Amount, as defined below; provided, however, that (A) if Landlord does not elect to terminate this Lease pursuant to Landlords; termination right as provided above, (B) the damage constitutes a Tenant Damage Event (as defined below), and (C) the repair of such damage cannot, in the reasonable opinion of Landlord, as set forth in Landlord's Damage Notice, be completed within three hundred (300) days after the date of the damage, then Tenant may elect to terminate this Lease by delivering written notice thereof to Landlord within sixty (60) days after Tenants receipt of Landlord's Damage Notice. The term "Landlord's Contribution Amount," as used herein, shall mean One Million Dollars ($1,000,000), plus Fifty Thousand Dollars ($50,000.00) per each Calendar Year of the Lease Term which has expired as of the date of such casualty. As used herein, a "Tenant Damage Event" shall mean damage to all or any part of the Premises or any common areas of the Building necessary for Tenants use of the ...