Section Termination of Agreement Sample Clauses

Section Termination of Agreement. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, SECTION 3.1 hereof) or in any other Loan Paper, if all the conditions precedent set forth in SECTION 8.1 hereof, including, without limitation, the execution and delivery of the Certificate of Effectiveness, have not been consummated on or prior to March 31, 1999, Required Banks may, by notice to Administrative Agent and Borrower, terminate this Agreement and the Total Commitment (and the Commitment of each Bank) as of any date specified in such notice (the "EARLY TERMINATION DATE"), whereupon this Agreement and the Total Commitment (and the Commitment of each Bank) shall terminate, and all accrued but unpaid fees hereunder and all other outstanding Obligations shall be due and payable in full on the Early Termination Date. 1.7.
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Section Termination of Agreement. 1. 1) On the Termination Date, the Borrowers shall pay to the Agent, for the account of the Lenders, in same day funds, an amount equal to all Secured Obligations then outstanding, including, without limitation, all (i) accrued interest thereon, (ii) all accrued fees provided for hereunder, and (iii) any amounts payable to the Lenders pursuant to Sections 4.1, 4.8, 15.2, 15.3 and 15.12, and, in addition thereto, shall deliver to the Agent, in respect of each outstanding Letter of Credit, either the Replacement Letter of Credit or the Cash Collateral as provided in Section 3.3. Upon ninety (90) days' prior written notice to the Agent, the Borrowers may terminate this Agreement on an Early Termination Date, upon payment in full of all amounts specified in this Section 4.5 and the Early Termination Fee as specified in Section 4.2 hereof. Following a notice of termination as provided for in this Section 4.5 and upon payment in full of the amounts specified in this Section 4.5, this Agreement shall be terminated and the Agent, the Lenders and the Borrowers shall have no further obligations to any other party hereto except for the obligations to the Agent and the Lenders pursuant to Section 15.12 hereof.
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Section Termination of Agreement. Any of the Parties may terminate this Agreement with the prior authorization of its board of directors (whether before or after stockholder approval) as provided below: the Parties may terminate this Agreement by mutual written consent at any time prior to the Closing Date; Bancorp or 1st United may terminate this Agreement by giving written notice to Seaboard at any time prior to the Closing Date in the event Seaboard is in breach of any representation, warranty, or covenant contained in this Agreement in any material respect and Seaboard may terminate this Agreement by giving written notice to Bancorp and 1st United at any time prior to the Closing Date in the event Bancorp or 1st United is in breach of any representation, warranty, or covenant contained in this Agreement in any material respect. Each Party shall have the right to cure any such breach within fifteen (15) days of receipt of written notice of such breach or within any such longer period mutually agreed to in writing by the Parties hereto ("Cure Period") and the termination rights provided above may not be exercised until after written notice of breach is given and the applicable Cure Period has expired; if a Substantial Adverse Development shall have occurred with regard to Bancorp or 1st United, Seaboard may terminate this agreement by giving written notice to Bancorp and 1st United and if a Substantial Adverse Development shall have occurred with regard to Seaboard or any of its Subsidiaries, Bancorp or 1st United may terminate this agreement by giving written notice to Seaboard; Bancorp, 1st United or Seaboard may terminate this Agreement by giving written notice to the other Parties at any time prior to the Closing Date in the event the Seaboard Fairness Opinion is withdrawn; Bancorp, 1st United or Seaboard may terminate this Agreement by giving written notice to the other Parties at any time prior to the Closing Date in the event the Bancorp Fairness Opinion is withdrawn; either Party may terminate this Agreement by giving written notice to the other Party within five (5) days after the Special Seaboard Meeting, in the event this Agreement or the Merger fail to receive the Requisite Seaboard Stockholder Approval; Bancorp or 1st United may terminate this Agreement by giving written notice to Seaboard at any time prior to the Closing Date if the Closing shall not have occurred on or before August 31, 1997 by reason of the failure of any condition precedent under /section/6.1 or 6.2 here...
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Section Termination of Agreement 
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Related to Section Termination of Agreement

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Early Termination of Agreement This Agreement may be terminated prior to the Ending Date upon any one of the following events:

  • Effect of Termination of Agreement The provisions of Section 4.00 will survive any termination of this Agreement and the existence of any claim or cause of action by the Executive against the Company or any Group Member, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Group, the Company or any other Group Member of the covenants and agreements of this Section 4.00; provided, however, that this Section 4.11 will not, in and of itself, preclude the Executive from defending against the enforceability of the covenants and agreements of Section 4.00.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

  • Survival After Termination of Agreement Notwithstanding anything to the contrary contained in this Agreement, the covenants in Sections 7(a) and (b) shall survive the termination of this Agreement and the Executive's employment with the Company.

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Xxxxx Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of Xxxxx Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates.

  • Term and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

  • Xxxx and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

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