Termination Agreement Sample Contracts

First Financial Northwest – Involuntary Termination Agreement (January 3rd, 2019)

THIS INVOLUNTARY TERMINATION AGREEMENT (the "Agreement") is made and entered into as of this 31st day of December 31, 2018 (the "Commencement Date"), by and between FIRST FINANCIAL NORTHWEST BANK (which, together with any successor thereto which executes and delivers the assumption agreement provided for in Section 6(a) hereof or which otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law, is hereinafter referred to as the "Bank"), and Randy T. Riffle (the "Employee").

UHF Inc – Termination Agreement (December 26th, 2018)

This Termination Agreement, dated as of December 22, 2018 (the "Termination Agreement"), by and among ZHUOLU JINXIN MINING CO., LTD., a limited company organized under the laws of the People's Republic of China (the "VIE Company"); ZHANGJIAKOU TONGDA MINING SERVICE CO., LTD., a limited company organized under the laws of the People's Republic of China ("Adamant Subsidiary"); ADAMANT DRI PROCESSING AND MINERALS GROUP, a publicly traded Nevada corporation and, through one or more wholly-owned subsidiaries, owner of all of the outstanding shares of the Adamant Subsidiary (the "Adamant"); and each of the SHAREHOLDERS of Adamant set forth on Schedule 1 attached hereto and signatory hereto (each, individually, an "Exiting Shareholder" and collectively, the "Exiting Shareholders"). The Exiting Shareholders, together with the Vie Company and Adamant, the "Parties", and each, a "Party").

Earthstone Energy, Inc. – Termination Agreement (December 24th, 2018)

THIS TERMINATION AGREEMENT (this "Agreement") is dated as of December 21, 2018, by and among Earthstone Energy, Inc., a Delaware corporation ("Acquiror Parent"), Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Acquiror"), and Sabalo Holdings, LLC, a Delaware limited liability company ("Contributor"). Acquiror Parent, Acquiror and Contributor are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties." Capitalized terms used but not defined herein have the respective meanings given to them in the Contribution Agreement (as defined below).

Suspension, Settlement and Termination Agreement (December 10th, 2018)

This Suspension, Settlement and Termination Agreement (this Agreement) is entered into as of, and shall be deemed effective as of, October 31, 2018 (Effective Date), by and between on the one hand Napo Pharmaceuticals, Inc., a Delaware corporation, together with its affiliates, successors and assigns (collectively, Napo) and Jaguar Health, Inc., a Delaware corporation (Jaguar) as Guarantor and, on the other hand, SmartPharma, LLC., a new Jersey limited liability company and its affiliates (SP). Each of Napo and SP may be referred to as a Party and, collectively, the Parties. Jaguar may hereinafter also be referred to as the Guarantor.

J. Alexander's Holdings, Inc. – Termination Agreement (November 30th, 2018)
TC PipeLines – Termination Agreement for Rate Schedule Ft-1 Service Agreement (November 26th, 2018)

This Termination Agreement for Rate Schedule FT-1 Service Agreement No. FT0005 (this "Termination Agreement") is made and entered into this 26th day of November 2018, between BISON PIPELINE LLC ("Company") and TENASKA MARKETING VENTURES ("Shipper"). Company and Shipper are referred to herein as "Party" or collectively as "Parties."

Avenue Therapeutics, Inc. – Waiver and Termination Agreement (November 14th, 2018)

THIS WAIVER AND TERMINATION AGREEMENT (as may be amended or modified from time to time, this "Agreement") is entered into on November 12, 2018, by and among Fortress Biotech, Inc., a Delaware corporation ("Fortress"), Avenue Therapeutics, Inc., a Delaware corporation (the "Company"), and InvaGen Pharmaceuticals Inc., a New York corporation ("Buyer").

Termination Agreement (November 7th, 2018)

TERMINATION AGREEMENT, dated as of October 1, 2018, by and between Hill International, Inc., a Delaware corporation (the "Company"), and Raouf Ghali, an individual, ("Mr. Ghali") (the Company and Mr. Ghali collectively, the "Parties").

Termination Agreement (November 1st, 2018)

TERMINATION AGREEMENT, dated as of October 29, 2018 (this "Agreement"), by and among MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the "Company") and the shareholders party hereto (collectively, the "Sellers").

Xiangtian (Usa) Air Power Co., Ltd. – Termination Agreement (October 30th, 2018)
Gores Holdings II, Inc. – Greenlight Holding Corporation 2018 Participation Plan Termination Agreement (October 22nd, 2018)

This letter agreement, which is being entered into contemporaneously with the Merger Agreement, sets forth our mutual agreement concerning the treatment of any performance units that were granted to you under the Plan (the "Performance Units"). By signing below, you acknowledge and agree that the Performance Units will terminate in their entirety effective immediately prior to the Closing and that you will have no right to any payment with respect to the Performance Units upon the Closing or at any time thereafter, other than the payment set forth in this letter. The amount of such payment has been determined in the Company's discretion and you hereby acknowledge that such amount satisfies the Company's obligations to you with respect to your Performance Units. Subject to your execution of this letter, and in consideration of the waiver and release that follows the Company will pay you a lump sum cash payment in an amount set forth following your signature block below (the "Cash Pay

Hilltop Holdings – Termination Agreement (October 22nd, 2018)

THIS TERMINATION AGREEMENT (the Agreement), is made and entered into as of the 17th day of October, 2018, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION as RECEIVER OF FIRST NATIONAL BANK, EDINBURG, TEXAS ( the Receiver), PLAINSCAPITAL BANK, organized under the laws of the State of Texas and having its principal place of business in DALLAS, TEXAS (the Assuming Institution), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the Corporation).

InfraREIT, Inc. – Omnibus Termination Agreement (October 18th, 2018)
InfraREIT, Inc. – Omnibus Termination Agreement (October 18th, 2018)
Body & Mind Inc. – Termination Agreement (September 6th, 2018)

This Termination Agreement ("Agreement ") is entered into this 4th day of June 2018 (the "Effective Date") by and between Pepper Lane North, LLC, a Nevada limited liability company ("Pepper North" or "Tenant"), and Pepper NV, LLC, a Nevada limited liability company successor in interest to TI Nevada, LLC, a Nevada limited liability company ("Landlord"). Tenant and Landlord may hereinafter be referred to individually as a "Party" and collectively as the "Paities".

Nrg Yield Inc. – Termination Agreement (September 5th, 2018)

This TERMINATION AGREEMENT (this Termination) is made as of August 31, 2018, by and among NRG Yield, Inc., a Delaware corporation (Yield), NRG Yield LLC, a Delaware limited liability company (Yield LLC), NRG Yield Operating LLC, a Delaware limited liability company (Yield Operating) and NRG Energy, Inc., a Delaware corporation (Manager). Yield, Yield LLC, Yield Operating, and Manager are referred to collectively herein as the Parties. Any capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the MSA (as defined below).

Contura Energy, Inc. – Termination Agreement (August 21st, 2018)

THIS TERMINATION AGREEMENT is made and entered into this 23rd of October, 2017 (the "Effective Date"), by and among Alpha Natural Resources ("ANR"), on behalf of itself and its affiliates, Contura Energy, Inc. ("Contura") and the Kentucky Energy and Environmental Cabinet, Department for Natural Resources (the "Department" and collectively with ANR and Contura, the "Parties");

Albertsons Companies, Inc. – Termination Agreement (August 9th, 2018)
Termination Agreement (August 9th, 2018)

This Termination Agreement (this Agreement), dated as of August 8, 2018, is by and among Rite Aid Corporation, a Delaware corporation (the Company), Albertsons Companies, Inc., a Delaware corporation (Parent), Ranch Acquisition II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub II), and Ranch Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Merger Sub II (Merger Sub, together with Merger Sub II, the Merger Subs and, together with the Company, Parent and Merger Sub II, the Parties and each, a Party). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of February 18, 2018, by and among the Parties (the Merger Agreement).

Creative Beauty Supply of New Jersey CORP – Termination Agreement (August 1st, 2018)

This Termination Agreement (the "Agreement"), dated effective the 4th day of June 2018, (the "Effective Date") is by and between Accelerated Healthcare Innovations LLC, a Massachusetts limited liability company (hereinafter referred to as the "Consultant"), and IIOT-OXYS, Inc., a Nevada corporation (hereinafter referred to as the "Company").

Servicemaster Global Holdings Inc – Performance Share Termination Agreement (August 1st, 2018)

This Performance Share Termination Agreement (this "Award Termination Agreement"), dated as of July __, 2018 (the "Termination Date"), between ServiceMaster Global Holdings, Inc., a Delaware Corporation (the "Company"), and ____________ (the "Participant").

Exchange and Termination Agreement (July 23rd, 2018)

This EXCHANGE AND TERMINATION AGREEMENT (this Agreement) dated as of July 23, 2018, is by and among Aerie Pharmaceuticals, Inc., a Delaware corporation (the Borrower), Deerfield Private Design Fund III, L.P. (DPD III), Deerfield Partners, L.P. (DP) and Deerfield Special Situations Fund, L.P. (DSS and, together with DPD III and DP, the Purchasers). The Purchasers and the Borrower are referred to herein collectively as the Parties. Capitalized terms used herein which are defined in the Purchase Agreement (as defined below), unless otherwise defined herein, shall have the meanings ascribed to them in the Purchase Agreement.

THIS AMENDMENT & TERMINATION AGREEMENT Is Made on July 9, 2018 AMONG: (July 10th, 2018)
Pack Fuerte, Inc. – Termination Agreement (July 6th, 2018)

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

Shineco, Inc. – Termination Agreement (July 5th, 2018)

This TERMINATION AGREEMENT (the "Termination Agreement") is made and entered into as of the July 3, 2018 (the "Effective Date"), by and between Shineco, INC., a Delaware corporation (the "Company"), and IFG OPPORTUNITY FUND LLC, a Georgia limited liability company ("Stockholder").

Innophos Holdings – Termination Agreement (July 2nd, 2018)

THIS TERMINATION AGREEMENT (this Agreement) is made and entered into as of June 29, 2018 (the Signing Date), by and among PCS Sales (USA), Inc., a Delaware Corporation (PCSS), PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (PCSN and collectively with PCSS, PCS), and Innophos, Inc., a Delaware corporation (Innophos). PCSS, PCSN and Innophos are each referred to as a Party and collectively as the Parties.

Termination Agreement (June 28th, 2018)

This TERMINATION AGREEMENT (this "Agreement") is effective as of the 27th day of June 2018, by and among RAIT Financial Trust, a real estate investment trust formed and existing under the laws of the State of Maryland ("RAIT"), RAIT Partnership, L.P., a limited partnership formed and existing under the laws of the State of Delaware ("RAIT Partnership"), Taberna Realty Finance Trust, a real estate investment trust formed and existing under the laws of the State of Maryland ("Taberna"), and RAIT Asset Holdings IV, LLC, a limited liability company formed and existing under the laws of the State of Delaware ("NewSub" and, together with RAIT, RAIT Partnership and Taberna, collectively, the "RAIT Parties"), and ARS VI Investor I, LP, a limited partnership formed and existing under the laws of the State of Delaware, formerly known as ARS VI Investor I, LLC ("Investor"). Each of the RAIT Parties and Investor is sometimes referred to herein as a "Party" and collectively as the "Parties."

Ener-Core Inc. – Termination Agreement (June 6th, 2018)

THIS TERMINATION AGREEMENT (this "Agreement"), dated as of June 5, 2018 (the "Effective Date"), is entered into by and among Anthony Tang (the "Subordinated Creditor"), Ener-Core, Inc., a Delaware corporation ("Borrower"), Ener-Core Power, Inc., a Delaware corporation (the "Guarantor"), and Empery Tax Efficient, LP in its capacity as collateral agent for the Senior Lenders (as defined below) (together with its successors and assigns, the "Agent"), with respect to that certain Subordination and Intercreditor Agreement dated as of November 2, 2015 (as further amended, restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement") by and among the Subordinated Creditor, Borrower, the Guarantor and Agent. All capitalized terms not otherwise defined herein and defined in the Intercreditor Agreement shall have the meanings ascribed to such terms in the Intercreditor Agreement.

Valhi, Inc. – Master Purchase and Termination Agreement (June 4th, 2018)

This Master Purchase and Termination Agreement (this "Agreement") is dated as of May 30, 2018 and is made by and between Valhi, Inc., a Delaware corporation ("Valhi"), ASC Holdings, Inc., a Utah corporation ("ASC"), Snake River Sugar Company, an Oregon cooperative corporation ("Snake River"), The Amalgamated Sugar Company LLC, a Delaware limited liability company ("Amalgamated"), the Amalgamated Collateral Trust ("Collateral Trust"), a Delaware business trust, and the other parties named herein (Valhi, ASC, Snake River, and such other parties, collectively the "Parties" and each individually a "Party").

Easterly Acquisition Corp. – Investment Agreement Termination Agreement (May 31st, 2018)

This Investment Agreement Termination Agreement (this "Agreement") is entered into as of May 31, 2018 by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the "Company"), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity controlled by Douglas Jacobsen ("Jacobsen Holdings"), NJK Holding LLC, a Delaware limited liability company and an entity controlled by Norman Kravetz ("NJK Holding"), Kravetz Capital Funding LLC, a California limited liability company and an entity controlled by Norman Kravetz ("KCF" and, together with Jacobsen Holdings and NJK Holding, the "Founding Members"), and Easterly Acquisition Corp., a Delaware corporation ("Investor").

Termination Agreement (May 24th, 2018)

THIS TERMINATION AGREEMENT (the "Agreement"), is made and entered into as of the 22nd day of May, 2018, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION as RECEIVER OF WESTERNBANK, PUERTO RICO (the "Receiver"), BANCO POPULAR DE PUERTO RICO, organized under the laws of the Commonwealth of Puerto Rico and having its principal place of business in HATO REY, PUERTO RICO (the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation").

Lonestar Resources US Inc. – Borrowing Base Redetermination Agreement and Amendment No. 8 to Credit Agreement (May 24th, 2018)

THIS BORROWING BASE REDETERMINATION AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT (this Agreement) is entered into effective as of May 24, 2018 (the Agreement Effective Date), among LONESTAR RESOURCES AMERICA INC., a Delaware corporation (Borrower), the Guarantors party hereto, CITIBANK, N.A., a national banking association, as administrative agent (in such capacity, the Administrative Agent) and as issuing bank (in such capacity, the Issuing Bank), and the other financial institutions executing this Agreement.

Atlas Holdings, Inc. – TERMINATION AGREEMENT Dated as of May 7, 2018 Between IMPAX LABORATORIES, LLC (F/K/a IMPAX LABORATORIES, INC.) and ROYAL BANK OF CANADA (May 7th, 2018)

THIS TERMINATION AGREEMENT (this Agreement) with respect to the Call Spread Confirmations (as defined below) is made as of May 7, 2018, between Impax Laboratories, LLC (formerly known as Impax Laboratories, Inc.) (Company) and Royal Bank of Canada (Dealer).

TERMINATION AGREEMENT Dated as of May 7, 2018 Between IMPAX LABORATORIES, LLC (F/K/a IMPAX LABORATORIES, INC.) and ROYAL BANK OF CANADA (May 7th, 2018)

THIS TERMINATION AGREEMENT (this Agreement) with respect to the Call Spread Confirmations (as defined below) is made as of May 7, 2018, between Impax Laboratories, LLC (formerly known as Impax Laboratories, Inc.) (Company) and Royal Bank of Canada (Dealer).

Bitauto Holdings Limited – Current Control Documents Termination Agreement by and Among Beijing Bitauto Internet Information Co., Ltd. Beijing C&I Advertising Co., Ltd. Beijing Bitauto Information Technology Co., Ltd. Bin LI and Weihai QU June 26, 2017 Beijing, China (April 27th, 2018)

This Current Control Documents Termination Agreement (this "Agreement") is executed by and among the following parties as of June 26, 2017 in Beijing: