An early termination right clause allows one or both parties to terminate the contract before the agreed end date under specified conditions, often involving notice periods and sometimes fees or penalties. This clause provides flexibility to adapt to changing circumstances but can also introduce uncertainty regarding the contract's duration.
Landlord’s Early Termination Rights. Landlord is hereby granted rights to terminate the Lease with respect to all, but not less than all, of one or more of full floors 31 through 35, 41 and 42 of the Premises (each, an “Early Termination Right” and collectively, the “Early Termination Rights”) effective as of a termination date selected by Landlord for each Early Termination Right exercised by Landlord (each, an “Effective Termination Date”), which Effective Termination Date shall not be earlier than January 1, 2024 nor later than December 31, 2024, time being of the essence. The Early Termination Rights may be exercised separately or in combination with each other, and in one or multiple exercises. Any portion of the Premises as to which Landlord exercises an Early Termination Right is sometimes referred to herein as an “Early Termination Space”.
Notwithstanding anything in the Lease to the contrary, Tenant, at its option, may elect to terminate this Lease (subject to “survivability” definitions contained in the Lease) at any time from and after May 1, 2021, if and only if Tenant is subject to an acquisition transaction by an unrelated third party of (i) all or substantially all of Tenant’s assets or (ii) beneficial ownership of over 50% of the Company’s outstanding voting securities, whether by merger, consolidation, acquisition or otherwise (the “Early Termination Right”). Tenant shall exercise the Early Termination Right by providing written notice of its intention to exercise such right to Landlord as early as practically possible but not less than 30 days from the intended lease termination date. If Tenant exercises the Early Termination Right, then Tenant shall pay to Landlord a sum that is equal to the balance of the deferred rent at the time Tenant exercises the Early Termination Right and one-half (50%) of the remaining Base Rent payments due through Expiration Date (the “Early Termination Payment”),
Early Termination Right. The Lease is further amended by inserting the following as Article 28: “ARTICLE 28. EARLY TERMINATION
Prior to the Amendment, the TRA provided that the Company was permitted to exercise an early termination right, which would accelerate the Tax Benefit Payments payable to the TRA Holders under the TRA. Upon the exercise of such early termination right (if ever) under the existing TRA, the Company would be required to make payments to the TRA Holders equal to the present value, discounted at the early termination rate (equal to the long-term treasury rate in effect plus 300 basis points), of all Tax Benefit Payments that would be required to be paid under the TRA, using certain valuation assumptions (the “Existing Valuation Assumptions”).
The Amendment provides that in lieu of the early termination payments described in the preceding paragraph, the TRA Holders will instead be entitled to payments equal to 40% of all Tax Benefit Payments (other than any Actual Interest Amounts (as defined in the TRA)) that would be required to be paid by the Company under the TRA, using certain valuation assumptions (the “Revised Valuation Assumptions”) that are different than the Existing Valuation Assumptions. The Revised Valuation Assumptions are consistent with how the Tax Benefit Payments are calculated for purposes of the Company’s financial statements and are not expected to be significantly different than the Tax Benefit Payments that would be payable using the Existing Valuation Assumptions. Accordingly, the Amendment provides the Company with the right to terminate and settle all present and future obligations under the TRA with a single payment by the Company to the TRA Holders of $36.9 million (the “Early Termination Right”). Absent the Amendment and the exercise of the Early Termination Right, the Company anticipated making TRA payments totaling $92.4 million, undiscounted, over the life of the TRA.
In addition, the Amendment provides that upon exercise of the early termination right by the Company, the applicable early termination payments will be made within 5 business days following the Company’s delivery of notice of such exercise and a schedule containing the amount of the early termination payments. Prior to the Amendment, the TRA included certain procedures that were required to be followed and that would have resulted in a longer time period for payment.
Subject to the terms of this Waiver, as of the Effective Date, APO Corp. hereby permanently and irrevocably waives the Early Termination Right.
(b)So long as an Event of Default does not exist, Tenant shall have the one-time right, by providing the Termination Notice and the Termination Fee in accordance with this Section 2(b), to terminate the Lease (the "Early Termination Right"). The Early Termination Right may only be exercised by Tenant, if at all, if all of the following conditions are satisfied: (a) Landlord receives a written notice of termination from Tenant no later than January 31, 2025 (the "Termination Notice"); (b) an Event of Default does not exist at the time Tenant provides the Termination Notice; and (c) concurrently with providing the Termination Notice, Landlord receives from Tenant a termination fee of $1,019,587.14 ("Termination Fee"). In the event Tenant duly exercises its Early Termination Right in accordance with the terms and conditions set forth in this Section 2(b), this Lease shall terminate as of January 31, 2026 (so long as Landlord has received the Termination Fee concurrently with Tenant providing the Termination Notice). Notwithstanding Tenant's exercise of the Early Termination Right, Tenant shall be responsible to perform all of its obligations through and including such termination date.
WHEREAS, pursuant Section 13.10 of the License Agreement, Novartis may terminate the License Agreement upon a Change of Control of CBMG or upon CBMG or its Affiliates entering into a definitive agreement which provides for a transaction or series of transactions that would constitute a Change of Control of CBMG, if the Acquirer of such Change of Control transaction is determined by Novartis’ sole discretion to (i) be engaging in certain competing activities as described in clauses (a) and (c) of the proviso to such Section 13.10, (ii) be not in full compliance with any Regulatory Requirements and Novartis internal regulatory and compliance standards for a specified period as described in clause (b) of the proviso to such Section 13.10, or (iii) record worldwide net sales during the prior twelve (12) month period greater than certain amount stipulated in clause (d) of the proviso to such Section 13.10 (such right to terminate upon a Change of Control under the circumstances described in clauses (a) to (d) of the proviso to such Section 13.10, the “Early Termination Right”); WHEREAS, the Company has requested, and the undersigned is willing to waive on the terms set forth in this Waiver, the Early Termination Right and ROFN Obligation that may be triggered by the Merger; and
Landlord will prepare and circulate, for execution by Landlord and Tenant, an Eight Amendment to the Lease, documenting the termination of the Lease with respect to the Early Termination Space (“8th Amendment”) in accordance with the terms and conditions of the Optional Termination Agreement; provided that execution of such 8th Amendment is not and will not be a condition to the effectiveness of the Early Termination Right with respect to the Early Termination Space described herein.
Sublessee's Early Termination Right. Sublessee shall have the one-time right (the "Early Termination Right"), but not the obligation, to terminate the Sublease effective as of the completion of the thirty-seventh (37th) full calendar month of the Sublease Term (the "Early Termination Date"), provided that the following conditions shall be satisfied: (a) Sublessee shall not be in default under the Sublease as of the time of exercise of its Early Termination Right nor at any time thereafter; (b) Sublessee shall give Sublessor nine (9) months prior written notice of the exercise of its Early Termination Right (the "Termination Notice"); (c) Sublessee shall pay Sublessor six (6) months Gross Rent at the time of the Termination Notice; and (d) Sublessee shall be responsible for the payment of Gross Rent and all other charges due under this Sublease through and inclusive of the Early Termination Date.
Amendment to Section 39 (Early Termination Right). Section 39 of the Lease shall be deleted in its entirety and replaced with the following: “Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date. If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.”
On August 26, 2022, Nautilus and Beowulf Electricity & Data Inc. (“Beowulf E&D”), an affiliate of TeraWulf Member, entered into the amended and restated facility operations agreement with an early termination right for Nautilus, pursuant to which Beowulf E&D provides, or arranges for the provision to Nautilus of, certain infrastructure, construction, operations and maintenance and administrative services necessary to build out and operate the Nautilus Cryptomine facility and support Nautilus’s ongoing business at the Nautilus Cryptomine facility.
The Agreement may be terminated under certain circumstances, including by either EPC LLC or Cremo (subject to certain restrictions on the right to terminate by a party that is then in breach of the Agreement) if: (a) there is a material breach by the other party of any of its covenants or representations in the Agreement that would result in the failure of the terminating party’s closing condition, subject to a notice and cure period; (b) the closing has not occurred on or before February 1, 2021; or (c) if there is any final, non-appealable governmental order permanently enjoining the Acquisition. In addition, if the closing conditions related to regulatory approval and absence of legal restraint have not been satisfied by October 15, 2020, either EPC LLC or Cremo may terminate the Agreement prior to October 20, 2020 (the “Early Termination Right”).
If either EPC LLC or Cremo exercises the Early Termination Right, the terminating party must pay the non-terminating party a termination fee of $1,500,000.
In the event the IPO is not consummated by February 14, 2024, Executive may terminate the Agreement on such date (“Early Termination Right”) upon written notice to Company (email being sufficient). Executive acknowledges that the continuation of health and medical benefits following Executive exercising the Early Termination Right may not be feasible under the terms and conditions of the Company’s plan administered by Tri-Net. The Company will use its best efforts to qualify Executive for inclusion in the Company’s plan through the remainder of calendar year 2024. If Executive exercises the Early Termination Right, Executive will not be entitled to any severance benefits or other compensation and benefits under the Agreement. If Executive exercises the Early Termination Right, Section 1.2(c), 4.3 and Article V shall survive such termination of this Agreement.
Termination. Pursuant to the Early Termination Right, the Executive’s employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Circumstances. (i) Death. The Executive’s employment hereunder shall terminate upon his death. (ii) Termination with Cause. The Company may terminate the Executive’s employment with “Cause” upon (i) the Executive’s indictment for, conviction of, or plea of guilty or nolo contendere to, any (x) felony, (y) misdemeanor involving moral turpitude, or (z) other crime involving either fraud or a breach of the Executive’s duty of loyalty with respect to the Company or any affiliates thereof, or any of its customers or suppliers, (ii) the Executive’s failure to perform duties as reasonably directed by the President & Chief Financial Officer of the Company after written notice thereof and failure to cure within ten (10) business days of receipt of the written notice, (iii) the Executive’s fraud, misappropriation, embezzlement (whether or not in connection with employment), or material misuse of funds or property belonging to the Company or any of its affiliates, (iv) the Executive’s willful violation of the policies of the Company or any of its subsidiaries, or gross negligence in connection with the performance of his duties, after written notice thereof and failure to cure within ten (10) business days of receipt of written notice, (v) the Executive's use of alcohol that interferes with the performance of the Executive's duties or use of illegal drugs, if either (A) the Executive fails to obtain treatment within ten (10) business days after receipt of written notice thereof or (B) the Executive obtains treatment and, following Executive’s return to work, the Executive’s use of alcohol again interferes with the performance of the Executive’s duties or the Executive again uses illegal drugs, (vi) the Executive’s material breach of this Agreement, and failure to cure such breach within ten (10) business days after receipt of written notice, or (vii) the Executive’s breach of the confidentiality or non-disparagement provisions (excluding unintentional breaches that are cured within ten (10) days after the Executive becomes aware of such breaches, to the extent curable) or the non- competition and non-solicitation provisions to which the Executive is subject (including, without limitation, under Sections 6 and 7 of this Agreement). If, within thirty (30) days subsequent to the Executive’s termination of employment for any reason other than by the Company for Cause, the Company discovers facts such that the Executive's termination of employment could have been for Cause, the Executive's termination of employment will be deemed to have been for Cause for all purposes, and the Executive will be required to disgorge to the Company all amounts received under this Agreement, all equity awards or otherwise that would not have been payable to the Executive had such termination of employment been by the Company for Cause. (iii) Termination without Cause. The Company may terminate the Executive’s employment without Cause.
Tenant's Early Termination Right. The Lease shall be amended by inserting the following in addition to all other provisions: "TENANT'S EARLY TERMINATION RIGHT: a.) Termination Option. Subject to and contingent upon (i) the satisfaction of all conditions precedent contained herein, and (ii) the payment of the Termination Fee (as defined hereinafter in subparagraph b.), Tenant shall have one (1) option to terminate this Lease ("Termination Option") effective on December 31, 2018 ("Effective Date of Termination") on the terms and conditions set forth herein. b.) Definitions. The term "Termination Fee" shall mean an amount equal to eight thousand five hundred and sixty one dollars and seventy five cents ($8,561.75) per month, as prorated for less than a full calendar month, payable by Tenant to Landlord in accordance with the terms and conditions of this Lease applicable to the payment of Base Rent, beginning on the date on which Landlord receives the Tenant's Termination Notice (as defined hereinafter in subparagraph d.) and ending on the Effective Date of Termination. c.) Conditions Precedent. Tenant's Termination Option shall be conditioned on and subject to the satisfaction of the following conditions precedent on or prior to the Effective Date of Termination: (i) Tenant shall not be in default of its obligations under this Lease, and no event shall have occurred which with the lapse of time shall be a default if not cured, (ii) the Lease or Tenant' s right to possession of the Premises has not been terminated, (iii) Tenant has not transferred any of its interest in this Lease or any portion of the Premises to any person or entity, wherein, for the avoidance of doubt, a sublease of the Premises shall not constitute a transfer provided that Tenant does not transfer its Termination Option to any sub-lessee, (iv) Tenant has provided the Landlord with the "Termination Notice" (as defined hereinafter in subparagraph d.) in a timely fashion, time being of the essence (v) Tenant shall have paid all Base Rent and all other amounts owing under this Lease through the Effective Date of Termination, (vi) Tenant shall have paid to Landlord the Termination Fee, and (vii) Tenant shall have vacated and returned the Premises to Landlord in the condition required under this Lease as of the Effective Date of Termination. In the event that any of these conditions precedent shall not be satisfied when required, time being of the essence, Tenant shall not have the right to terminate this Lease and any Termination Notice issued by Tenant prior thereto shall be without force or effect. d.) Exercise of Termination Option. Tenant may exercise its Termination Option upon written notice ("Termination Notice") delivered to Landlord no later than March 31, 2018, time being of the essence with regard to the delivery of such Termination Notice. If Tenant fails or refuses to (i) pay to Landlord the Termination Fee as and when required, or (ii) satisfy all conditions precedent, Tenant shall not have the right to terminate this Lease as of the applicable Effective Date of Termination, and any Termination Notice issued by Tenant prior thereto shall be without force or effect. Subject to the foregoing, on the Effective Date of Termination of this Lease, Landlord and Tenant agree that this Lease shall be terminated and rendered null and void and Tenant shall return the Premises to Landlord in accordance with the terms and conditions specified in this Lease. Neither Landlord nor Tenant shall be responsible for their respective duties and obligations under the Lease occurring after termination, except for those duties and obligations specifically identified as surviving termination.
An Early Termination Right is a contractual provision allowing one or both parties to end a contract before its scheduled completion date. This provision often includes the circumstances under which a party can terminate the agreement and any associated penalties or conditions. It serves as a mechanism to provide flexibility when unforeseen circumstances make continuing the contract impractical or undesirable.
You should consider using an Early Termination Right in several situations:
Including such a provision provides an escape route, mitigating potential losses or issues.
Writing an Early Termination Right involves specifying the conditions under which termination is permitted, any notice requirements, and potential penalties or fees. Here is a simple structure:
Example:
“Either party may terminate this Agreement upon 30 days written notice in the event that the other party fails to comply with any of its obligations under this Agreement and such failure is not corrected within 15 days following written notification thereof.”
Contracts that typically contain an Early Termination Right include:
Including this provision ensures both parties have a clear understanding and legal pathway to terminate the contract amicably under specified conditions.
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The "Effective Date of Resignation" clause specifies the exact date on which an employee's resignation takes effect, marking the termination of employment. This date may be agreed upon by both the employer and employee, and is critical for determining final pay, benefits, and the transition period for duties.
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