Non-assignability; Termination (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.
Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.
Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.
Termination Effect of Termination 44 9.1 TERMINATION................................................44 9.2
Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:
Disability Termination The term "Disability Termination" for ---------------------- purposes of this Agreement shall mean a termination of Executive's employment on or after the date Executive has a right immediately upon such termination to receive disability income benefits under SunTrust's long term disability plan or any successor to or replacement for such plan.
Final Termination Unless terminated at an earlier date by mutual agreement of the parties hereto, this Agreement shall terminate upon the first to occur of the following: (a) the last Serviced Appointment is terminated, matured or expired under the terms of the applicable Serviced Corporate Trust Contract and all Trust Assets in respect thereof have been fully distributed, (b) the last Serviced Appointment is Transferred to the applicable Purchaser, (c) the applicable Seller has resigned from the last Serviced Appointment if permitted under Section 7.2 below or (d) the applicable Seller is removed from appointment or the applicable Seller’s appointment is terminated with respect to the last Serviced Appointment in accordance with this Agreement, the applicable Serviced Corporate Trust Contract or any other agreement between the parties hereto entered into on or prior to the date hereof. Upon termination of this Agreement in accordance with this Section 7.1, each party’s further rights and obligations hereunder, other than the provisions of Section 8 and Section 9, shall terminate and be of no further force and effect and no party shall have any liability hereunder, except that neither the Sellers nor the Purchasers shall be relieved or released from any liabilities or damages arising out of its breach of any provision of this Agreement prior to termination.
Liability Upon Termination If this Agreement shall be terminated pursuant to Section 8 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 5 and 7 hereof; but, if for any other reason, the Certificates are not delivered by or on behalf of the Company as provided herein, because the Company fails to satisfy any of the conditions set forth in Section 4 hereof or because of any refusal, inability or failure of the Company to perform any agreement herein or to comply with any provision hereof, other than by reason of a default by the Underwriters, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Certificates, but the Company shall then be under no further liability to any Underwriter with respect to such Certificates except as provided in Section 5 and Section 7 hereof.
Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.
Termination; Rights on Termination Employee's employment may be ---------------------------------- terminated in any one of the followings ways, prior to the expiration of the Term:
