Certain Events of Termination Sample Clauses

Certain Events of Termination. (a) In the event that Executive’s employment is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) during the Employment Term, but not including termination by reason of death or disability, Executive shall be entitled to the following benefits:
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Certain Events of Termination. Upon the occurrence of (a) any breach or violation by Retek of its obligations under Section 5.5 - CERTAIN POST-DISTRIBUTION TRANSACTIONS of the Separation Agreement dated as of _________, 1999 among HNC, Retek and Retek Information Systems, Inc. (the "SEPARATION AGREEMENT"); or (b) the occurrence of any event that would trigger an indemnification obligation of Retek under Section 5.5 of the Separation Agreement, or (c) any Change of Control (as defined below) of Retek which results in Retek directly or indirectly controlled by or under common control with, any Prohibited Successor (as defined below), HNC shall be entitled to terminate this Agreement and Retek's rights hereunder upon giving written notice to Retek. As used herein, the term "CHANGE OF CONTROL" means: (a) a transaction or series of related transactions that results in the sale or other disposition of all or substantially all of Retek's assets; or (b) a merger or consolidation in which Retek is not the surviving corporation or in which, if Retek is the surviving corporation, the shareholders of Retek immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other securities of Retek that possess a majority of the voting power of all Retek's outstanding stock and other securities and the power to elect a majority of the members of Retek's board of directors; or (c) a transaction or series of related transactions (which may include without limitation a tender offer for Retek's stock or the issuance, sale or exchange of stock of Retek) if the shareholders of Retek immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such related transactions, own stock or other securities of Retek that possess a majority of the voting power of all Retek's outstanding stock and other securities and the power to elect a majority of the members of Retek's board of directors. "PROHIBITED SUCCESSOR" means any of the entities listed in Exhibit B hereto. As used herein, the term "CONTROL" (including, with correlative meanings, the terms, "CONTROLS" "CONTROLLING", "CONTROLLED BY" or "UNDER COMMON CONTROL WITH") with respect to a designated person means the possession, directly or indirectly, of the power to vote a majority of the securities having voting power for the election of directors (or other persons acting in similar capacities) of such person or other...
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Certain Events of Termination. If this Agreement is terminated by the Buyer pursuant to Section 5.1(b) hereof by reason of the failure of the condition precedent set forth in Section 7.3 hereof to be satisfied, the Seller shall pay to the Buyer promptly, and in any event within two (2) business days of the date of such termination, an amount equal to the Buyer Expenses through such date. If this Agreement is terminated by the Seller pursuant to Section 5.1(c) hereof by reason of the failure of the condition precedent set forth in Section 6.2 hereof to be satisfied, the Seller shall pay to the Buyer promptly, and in any event within two (2) business days of the date of such termination, an amount equal to (i) the Termination Fee plus (ii) the Buyer Expenses through such date.
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Certain Events of Termination. On the occurrence of any of the following events, this Agreement may be terminated by either party, effective on delivery of notice in accordance with Section 11 of this Agreement:
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Certain Events of Termination. Upon the occurrence of any of the following events, the Company may terminate upon the vote of the "Non-Withdrawing Member" (defined below). In the event the Non-Withdrawing Member determines not to effect a termination of the Company pursuant to the preceding sentence, the Member whose action or inaction gave rise to the following events, as of the date of occurrence of the respective event, shall automatically be deemed to have withdrawn from the Company and shall be referred to as the "Withdrawing Member" and the other Member shall be referred to as the "Non-Withdrawing Member."
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Certain Events of Termination. Notwithstanding the term indicated in Section 1, the Advisor is under no obligation to provide any further Expense Support in the event of (a) the termination by the Company of the Advisory Agreement or (b) the dissolution or liquidation of the Company.
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Certain Events of Termination. (a) In the event that during the Employment Term either (i) Executive is terminated by the Company without Cause (as defined below) or (ii) Executive resigns within 12 months after a Change of Control with Good Reason, Executive shall be entitled to the following benefits:
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Certain Events of Termination 
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Related to Certain Events of Termination

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

  • Servicer Events of Termination (a) If any one of the following events ("Servicer Events of Termination") shall occur and be continuing:

  • Certain Effects of Termination In the event that this Agreement is terminated pursuant to Section 7.01:

  • Notice of Termination Events or Unmatured Termination Events A statement of the chief financial officer or chief accounting officer of the Seller setting forth details of any Termination Event or Unmatured Termination Event and the action which the Seller proposes to take with respect thereto.

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "

  • Rights of Termination Without limiting any of the other provisions of this Agreement, the Agent will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the Purchasers, its obligations under this Agreement by giving written notice to the Corporation at any time prior to the Closing Time if, after the date hereof and at any time prior to the Closing:

  • Master Servicer Events of Termination (a) If any one of the following events ("Master Servicer Events of Termination") shall occur and be continuing:

  • Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

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