A termination clause outlines the conditions under which a contract may be legally ended by either party. It typically specifies acceptable grounds for termination, necessary notice periods, and any associated penalties or procedures to be followed.
OPTIONAL PARTIAL LEASE TERMINATION AGREEMENT THIS OPTIONAL PARTIAL LEASE TERMINATION AGREEMENT (this “Agreement”) is dated for reference purposes as of August 15, 2023 between FSP-RIC LLC, a Delaware limited liability company (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”). Landlord is authorized to insert the date of its signature in the date blank above.
1. 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”.
2. Exercise of Early Termination Right(s). Each Early Termination Right is exercisable by Landlord providing written notice to Tenant of such exercise, together with e-mail notice sent to the addresses set forth on Schedule 1 attached hereto (collectively, the “Termination Notice”). Each Termination Notice shall specify the Early Termination Space and the Effective Termination Date for such Early Termination Space. Subject to Landlord’s early access rights as set forth in Section 5 below, the Effective Termination Date for an Early Termination Space shall not be earlier than ninety (90) days after the date of Tenant’s receipt of the Termination Notice for such Early Termination Space.
3. Early Termination Fee. If Landlord exercises an Early Termination Right, then Tenant shall be required to pay Landlord a termination fee in consideration of the early termination of the Lease with respect to the applicable Early Termination Space (an “Early Termination Fee”). Except as expressly provided in Section 4 below, the Early Termination Fee shall be calculated in accordance with the following:
4.2 Early Termination Fee. Notwithstanding Section 3 above, the Early Termination Fee in the case of Landlord’s exercise of its Early Termination Right in response to a proposed sublease pursuant to Section 4.1 above shall be calculated as follows:
4.3 Alternative Early Termination Fee. For purposes of this Section 4, the “Alternative Early Termination Fee” with respect to particular Early Termination Space means the amount (if any) by which (i) the aggregate Monthly Base Rent and estimated Tenant’s Proportionate Share of Operating Expenses and Real Estate Taxes that would have been payable by Tenant under the Lease for such Early Termination Space during the period from the day following the Effective Termination Date for such Early Termination Space through (A) December 31, 2024 in the case of Early Termination Space located on floors 31-35, or (B) December 31, 2032 in the case of Early Termination Space located on floors 41-42, exceeds (ii) (A) the aggregate base rent and operating expenses and real estate taxes that would have been payable by the subtenant under the proposed sublease for such Early Termination Space during the term of such sublease, less (B) the aggregate amounts of any tenant improvement or other allowances or other amounts that would have been payable by Tenant to the subtenant under such proposed sublease for such Early Termination Space and the leasing commissions that would have been payable by Tenant in connection with the proposed sublease of such Early Termination Space.
TERMINATION AGREEMENT AND GENERAL RELEASE This Termination Agreement and General Release (“Termination Agreement”) is entered into by and among Carsten Breitfeld (“Employee”), Faraday Future Intelligent Electric Inc. (the “Company”) and Faraday&Future Inc., a wholly-owned subsidiary of the Company and the employer of Employee (“Faraday Future”), as of January 30, 2023 (the “Effective Date”).
1. Termination. Employee has been provided thirty days’ advance notice of his termination, pursuant to Section 6 of the Employment Agreement. Employee’s employment with the Company ended on December 26, 2022 (“Termination Date”). The Company has paid Employee all wages owed up through and including the Termination Date, including unused accrued vacation in the amount of twenty (20) days of base salary; Employee’s healthcare coverage ended on December 31, 2022. Provided Employee timely elects continued healthcare coverage pursuant to the Consolidated Omnibus Budget Reorganization Act of 1985 (“COBRA”), Employee may continue healthcare coverage at his own expense, as more fully set forth in a COBRA Notice which Employee will receive under separate cover. All other benefits shall end in accordance with the terms of such benefit plans and policies and the Company will take back possession of Employee’s Company provided automobile on the Termination and will take all necessary actions to remove Employee from the lease and any and all obligations thereunder.
1. Proposal No. 1—Early Termination Proposal—To amend the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to change the date by which the Company must consummate a Business Combination from March 8, 2023 (the “Original Termination Date”) to such other date as shall be determined by the board of directors of the Company (the “Board”) and publicly announced by the Company, provided that such other date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) and no later than December 30, 2022 (such date, the “Early Termination Date” and such proposal, the “Early Termination Proposal”). A copy of the proposed amendment to the Certificate of Incorporation (the “Early Termination Amendment”) is set forth in Annex A to the accompanying proxy statement;
(i) “Potential Eligible Executive” refers to all executives employed by the Parent or any Applicable Subsidiary with the Level of vice president or above selected to participate in this Plan as indicated in the Benefits Schedules attached hereto. An “Eligible Executive” is any Potential Eligible Executive, other than those excluded under this Section 2, whose employment with the Parent or any Applicable Subsidiary is either (A) terminated by such executive for Good Reason or (B) terminated by the Parent or an Applicable Subsidiary without Cause (either of (A) or (B), hereafter a “Termination Event”). An Eligible Executive shall be eligible for additional benefits under this Plan if the Termination Event occurs during a Change in Control Period provided that the additional requirements in the Plan are satisfied. The Plan shall have no applicability whatsoever for executives employed by neither the Parent nor an Applicable Subsidiary, and severance benefits available to such executives, if any, shall not be determined by reference to the Plan, but, rather, solely in accordance with applicable law or such other contractual rights as may apply. In addition, no individual shall be eligible to participate in the Plan if such individual is classified by the Parent or Applicable Subsidiary in any of the following categories at the time of termination of services by the Parent or an Applicable Subsidiary, even if a court or agency determines that such individual should have been classified as a common law employee: (i) an independent contractor or consultant; (ii) an individual paid through an agency, vendor or other third party; or (iii) a freelance worker not treated as an employee. For the avoidance of doubt, if the business of the Applicable Subsidiary as to which the Potential Eligible Executive’s employment then relates is sold or spun off, and the Potential Eligible Executive continues employment with the successor entity or one of its affiliates, the Potential Eligible Executive shall not be deemed an Eligible Executive solely as a result of such sale or spin-off. Similarly, if the Potential Eligible Executive’s employment is transferred to another entity in the Group without an interruption in service, the Potential Eligible Executive shall not be deemed an Eligible Executive unless such transfer otherwise constitutes a Termination Event.
1. Termination of Business Combination Agreement. In accordance with Section 7.1(a) of the Business Combination Agreement and subject to the terms and provisions of this Termination Agreement, the Business Combination Agreement is hereby terminated by mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties’ right, title, and interest in and rights, duties and obligations with respect to the Business Combination Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Business Combination Agreement (together with the other documents and transactions contemplated thereby) or this Termination Agreement, the Confidentiality Agreement or any of the Ancillary Documents, (a) the terms set forth in Section 5.3(a) (Confidentiality and Access to Information), Section 7.2 (Effect of Termination), Article VIII (Miscellaneous) and any corresponding definitions set forth in Article I of the Business Combination Agreement, and no other provisions of the Business Combination Agreement, and (b) the Confidentiality Agreement (the foregoing clauses (a) and (b), collectively, the “Surviving Provisions”), shall survive the termination of the Business Combination Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Business Combination Agreement hereby, each of the Ancillary Agreements and the Indicative Term Sheet entered into as of July 22, 2022 by and between the Sponsor, SPAC and Company (the “Term Sheet”) shall terminate in accordance with its terms.
TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of December 6, 2022 (the “Effective Date”), by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), OM Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Intrinsic Medicine, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Termination Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
(e) “Constructive Termination” means a termination of employment by the Executive for Good Reason; provided, that, “Constructive Termination” shall not include any termination of the employment of the Executive (i) by the Company for Cause, (ii) as a result of the Permanent Disability of the Executive, (iii) as a result of the death of the Executive or (iv) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.
(c) “Change of Control Termination” means an Involuntary Termination or Constructive Termination, in either event during the period commencing three (3) months prior to the earlier of (a) the date that the Company first publicly announces it is conducting negotiations leading to a Change of Control (a “Public Announcement”), or (b) the date that the Company enters into a definitive agreement that would result in a Change of Control (even though still subject to approval by the Company’s stockholders and other conditions and contingencies) (a “Definitive Agreement”) and ending on the date which is twelve (12) months after the Change of Control; provided that if such Change of Control contemplated by the Public Announcement or Definitive Agreement is not consummated, or if an Involuntary Termination or Constructive Termination occurs later than twelve (12) months following a Change of Control, such Involuntary Termination or Constructive Termination, as the case may be, shall not be a Change of Control Termination.
(g) “Involuntary Termination” means a termination of the Executive’s employment by the Company without Cause; provided, that, “Involuntary Termination” shall not include a termination of the employment of the Executive (i) in connection with the sale of some or all of the assets of the Company, including the sale of a facility, division, or subsidiary of the Company, pursuant to which the purchaser offers the Executive substantially equivalent employment, the terms of which would not give rise to Good Reason, (ii) by the Company for Cause, (iii) as a result of the Permanent Disability of the Executive, (iv) as a result of the death of the Executive or (v) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.
4. For and in consideration of this Agreement, Subtenant hereby agrees that Subtenant shall pay to Novartis, upon execution of this Agreement, the sum of $14,780,188.00 to Novartis (the “Termination Payment”) in lieu of all future Fixed Rent, additional rent, cost of electricity and other charges payable to Novartis under the Sublease, in accordance with the wire transfer instructions set forth on Exhibit E attached hereto. Upon receipt of the Termination Payment and Subtenant’s completion of all Post-Termination Activities and the Move-out Work, Novartis will send the original Irrevocable Standby Letter of Credit dated May 1, 2018 in the amount of $1,780,188.00 back to Silicon Valley Bank by overnight courier at the following address: Silicon Valley Bank, Attn: Trade Finance Dept, 3003 Tasman Drive, Santa Clara CA 95054.
Termination refers to the legal ending of a contract or agreement. This process effectively releases all parties from their obligations under the contract. Termination can occur for various reasons, such as the fulfillment of contractual duties, mutual consent, or a breach of contract by one of the parties. It’s essential to distinguish between termination and cancellation; while cancellation can imply a mutual agreement to end a contract, termination may occur unilaterally, usually due to a breach or another specific contractual condition being met.
You should consider using termination when:
A breach of contract occurs: If one party has failed to meet their contractual obligations, the other party may have the right to terminate the contract.
Mutual agreement exists: All parties may agree to terminate a contract when they’ve fulfilled their obligations, or when continuing the contract is no longer feasible or beneficial.
Specific conditions are met: Some contracts include specific conditions or events that, when triggered, allow for termination without penalization.
Performance is impossible: If unforeseen circumstances render the performance of the contract impossible, termination may be necessary.
When drafting a termination clause or notice, ensure you include the following:
Clarity: Clearly state the intent to terminate the contract and reference the relevant clauses or conditions that justify the termination.
Notice period: Specify the period required before termination takes effect, as outlined in the contract.
Reasons for termination: Provide detailed reasons for the termination, if applicable, ensuring they align with the contract’s terms.
Effective date: Indicate the date on which the termination will take effect.
Any further obligations: Outline any remaining obligations or steps that need to be taken post-termination, such as the return of confidential information.
Example of a simple termination notice:
“In accordance with clause 10 of our contract, we are hereby providing you with 30 days’ notice of termination, effective as of [date]. The reasons for this termination are outlined in clause 5, due to a breach in service delivery as detailed in our communications dated [specific dates].”
Termination clauses are common in a wide range of contracts, including but not limited to:
Employment contracts: These typically include conditions under which an employee or employer can terminate the employment relationship.
Service agreements: Such contracts may specify termination rights if either party fails to deliver or breaches the service terms.
Supply contracts: Often involve termination terms that allow for exit if the supply chain is disrupted or if agreements on delivery schedules are not met.
Lease agreements: Include termination clauses concerning breaches or if the leased property is uninhabitable.
Partnership agreements: Specify termination conditions that might arise if the partnership dissolves or a partner exits.
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A third party beneficiary clause identifies individuals or entities who, although not direct parties to the contract, stand to benefit from its provisions. This clause grants these third parties the right to enforce the contract terms for their benefit, provided it aligns with the contracting parties' intentions.
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