Termination Without Default Sample Clauses

Termination Without Default. TFC may, at its sole option and discretion, terminate this Contract at any time, for any reason whatsoever, in whole or in part, by giving written notice (the “Notice of Termination”) to Contractor at least thirty (30) days prior to the effective date of termination or reduction in the scope of work. In the event of termination by TFC under this subsection, Contractor shall be governed by the terms and conditions, and shall perform the acts outlined in the following Section 2.3(c) below.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30, 2021 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. Buyer may, at any time, for any reason or no reason, for its sole convenience and at its sole discretion, upon notice in writing, terminate this purchase order in whole or in part, even though Seller is not then in default. Such notice shall state the extent and effective date of termination and upon the mailing or delivery thereof to Seller, Seller will, (i) in accordance with the direction set forth in such notice, terminate won( hereunder and under any orders and/or subcontracts outstanding hereunder, and place no further orders or subcontracts hereunder; (ii) take all steps necessary to protect materials and/or property in Seller's possession in which Buyer has or may acquire an interest; and (iii) take all reasonable steps to minimize any costs, expenses and damages resulting from the termination. Upon such termination, Buyer's obligations to Seller shall be limited to payment for (i) conforming materials completed prior to the date of termination, in accordance with the terms and requirements hereof, and not previously paid for; (ii) the actual costs incurred by Seller which are properly allocable under recognized commercial accounting practices to the terminated portion of this purchase order (but excluding any charge for interest or materials which may be diverted to other orders); provided, however, that the total payments which Buyer is obligated to make upon such a termination shall not exceed the purchase order price of the materials to which such termination applies. Buyer shall have no other obligations or liability of any kind to Seller as a result of such a termination. Termination by Buyer hereunder shall be without prejudice to any claims which ▇▇▇▇▇ may have against Seller. Within 30 days after receipt of a termination notice, Seller shall submit (in writing) its claim for amounts due to Seller. Buyer reserves the right to verify the claim by auditing all relevant records. Seller shall not be paid for any work performed after the date of termination, nor for any costs incurred by Seller's suppliers or subcontractors after such date. Seller shall transfer title and deliver to Buyer, if so requested by ▇▇▇▇▇, all undelivered goods, work in process or raw materials paid for by Buyer as provided above. Seller may not terminate this purchase order.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller and Buyer; (ii) by Buyer (A) on any date that is more than 210 days after the date hereof (the “Final Termination Date”), if any condition contained in Section 12.1 or 12.3 has not been satisfied or waived as of such time or (B) on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by such time (“Buyer Regulatory Termination Date”); provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no right to terminate this Agreement under this Section 13.2(a)(ii) if Buyer’s failure to fulfill any of its obligations under this Agreement is a reason that the Closing has not occurred on or before said date; (iii) by Seller (A) on or after September 1, 2009, if the condition set forth in Section 12.1(b) has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by such time; provided, however, that Seller has no right to terminate this Agreement under this Section 13.2(a)(iii) if Seller’s failure to fulfill any of its obligations under this Agreement is a reason that the Closing has not occurred on or before said date; or (iv) by either Buyer or Seller, immediately upon an Order becoming final and non-appealable that declares this Agreement invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”); provided, however, that neither Seller nor Buyer has the right to terminate this Agreement pursuant to this Section 13.2(a)(iv) if such party or any of its Affiliates has sought entry of, or has failed to use its reasonable best efforts to oppose entry of, such Termination Order. (b) If this Agreement is terminated pursuant to Section 13.2, (i) the Deposit, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by Buyer, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect), (ii)...

Termination Without Default. If the sale of the Property is not consummated because of the failure of any condition precedent to Purchaser’s obligations expressly set forth in this Agreement or for any other reason except a default by Purchaser in its obligation to purchase the Property in accordance with the provisions of this Agreement, and provided that Purchaser has performed or tendered performance of all of its material obligations under this Agreement, the Deposit shall be returned to Purchaser promptly following Purchaser’s compliance with its obligations under Section 5.3(c).

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by December 21, 2023 (the “Outside Closing Date”), then Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement; provided that the material breach of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement pursuant to this Section 10.1(a) was not the cause of, or did not result in, the failure of the Closing to occur on or before the Outside Closing Date. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date but not after the Closing has occurred. (b) In the event an Authority shall have issued an Order, enacted a Law or commenced or asserted in writing (and not orally) an Action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the Closing, or materially restricting the consummation of the Merger or the Closing, which Order, Law or Action is final and non-appealable, Parent or the Company shall each have the right, in its sole discretion, to terminate this Agreement without liability to the other party. (c) Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement if, at the Parent Stockholder Meeting (including any postponements or adjournments thereof), the Parent Proposals shall fail to be approved by the affirmative vote of Parent stockholders required under Parent’s organizational documents and applicable Law. (d) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. In the event an Authority shall have issued an Order, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which Order is final and non-appealable, Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other party.

Termination Without Default. 33.1. Unless required under the Applicable Laws and Regulations, either Party may terminate this Agreement (and the relationship between us) by giving ten (10) days written notice of termination to the other. 33.2. Upon terminating this Agreement:

Termination Without Default. Owner shall also have the right to terminate this Agreement in the absence of Default at any time upon not less than thirty (30) days written notice to Manager.