Certain Termination Provisions Sample Clauses

Certain Termination Provisions. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with the consummation by the Credit Parties of an initial Public Offering of the Capital Stock of Parent (the “Specified IPO”), the Credit Parties may, in their sole discretion and pursuant to a written notice delivered to the Agents and the Lenders, permanently reduce the Facility Cap to zero, cancel the Revolving Facility and the Commitments and terminate this Agreement and each other Loan Document, in each case, without premium or penalty of any kind (it being understood and agreed that the right of the Credit Parties to prepay the Loans without payment of any Prepayment Fees pursuant to Section 2.9(h) shall not be affected or limited by this Section 2.15), provided that (i) such reduction, cancellation and termination shall occur no later than one hundred twenty (120) calendar days following the consummation of the Specified IPO, (ii) in the event that any Advances are outstanding at the time of delivery of such notice, the Credit Parties shall repay or cause to be repaid in full the outstanding principal amount of all Advances, together with any accrued but unpaid interest on the principal amount being repaid to the date of repayment and all other outstanding Obligations under in respect of the Revolving Facility (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted in writing), on or prior to the effective date specified in such notice for such reduction, cancellation and termination, (iii) no Prepayment Fee or other premium or penalty shall be payable in connection with any prepayment of the Term Loan A with the Net Proceeds of the Specified IPO, the repayment in full of any outstanding Advances, the reduction of the Facility Cap to zero, the cancellation of the Revolving Facility and the Commitments or the termination of this Agreement and each other Loan Document, in each case, pursuant to this Section 2.15, and (iv) in no event shall the consummation of the Specified IPO in and of itself constitute or be deemed to constitute a Change of Control.
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Certain Termination Provisions. Section 9.1(b) of the ------------------------------ Agreement, as amended by Section 1.9 of the First Amendment, is hereby amended and restated in its entirety to read as follows: "This Agreement may be terminated by Seller, on the one hand, or Buyer, on the other hand, upon written notice to the other Party, (i) at any time prior to the Closing if any court of competent jurisdiction shall have issued an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the Closing, and such order, judgment or decree shall have become final and nonappealable; (ii) at any time prior to the Closing if any Law shall have been enacted or issued by any Governmental Authority which, directly or indirectly, prohibits the consummation of the transactions contemplated by this Agreement or by any Additional Agreement; (iii) solely with respect to the Deepwater Station Transactions, at any time after December 31, 2001, if the Closing of the Deepwater Station Transactions shall not have occurred on or before such date, provided, however, that neither Seller nor Buyer shall be permitted to so terminate this Agreement, solely with respect to the Deepwater Station Transactions, at any time prior to March 1, 2002, if the Board of Directors of Seller shall have approved this proviso to this clause (iii) on or prior to December 31, 2001; or (iv) solely with respect to the X.X. Xxxxxxx Station Transactions, at any time after December 31, 2001, if the Closing of the X.X. Xxxxxxx Station Transactions shall not have occurred on or before such date, provided, however, that neither Seller nor Buyer shall be permitted to so terminate this Agreement, solely with respect to the X.X. Xxxxxxx Station Transactions, at any time prior to March 1, 2002, if the Board of Directors of Seller shall have approved this proviso to this clause (iv) on or prior to December 31, 2001; and, provided, further, that the right to terminate this Agreement under Section 9.1(b)(iii) or Section 9.1(b)(iv) shall not be available to any Party whose breach of this Agreement has caused, or resulted in, the failure of the Closing to occur on or before such applicable date."
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Certain Termination Provisions. Section 9.1(b) of the ------------------------------ Agreement, as amended by Section 1.3 of the First Amendment, is hereby amended and restated in its entirety to read as follows: "This Agreement may be terminated by Seller, on the one hand, or Buyer, on the other hand, upon written notice to the other Party, (i) at any time prior to the Closing if any court of competent jurisdiction shall have issued an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the Closing, and such order, judgment or decree shall have become final and nonappealable; (ii) at any time prior to the Closing if any Law shall have been enacted or issued by any Governmental Authority which, directly or indirectly, prohibits the consummation of the transactions contemplated by this Agreement or by any Additional Agreement; or (iii) at any time after December 31, 2001, if the Closing shall not have occurred on or before such date, provided, however, that neither Seller nor Buyer shall be permitted to so terminate this Agreement at any time prior to March 1, 2002, if the Board of Directors of Seller shall have approved this proviso to this clause (iii) on or prior to December 31, 2001; and, provided, further, that the right to terminate this Agreement under Section 9.1(b)(iii) shall not be available to any Party whose breach of this Agreement has caused, or resulted in, the failure of the Closing to occur on or before such applicable date."
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Certain Termination Provisions. If Seller desires to terminate this Agreement pursuant to Section 7.01(i), Seller must give Buyer written notice of Seller’s intent to so terminate within ten (10) days after receipt by Seller of the Equipment Survey. This Agreement shall terminate ten (10) days after Buyer’s receipt of such notice unless Buyer provides Seller with a written notice that Buyer elects to proceed with the transactions contemplated herein, in which case the Purchase Price shall be equal to forty-two million dollars ($42,000,000.00) and shall not be subject to further adjustments pursuant to Section 2.02(c) and no amount shall be required to be deposited in the Remediation Cost Escrow Account. If the Estimated Remediation Cost exceeds four million five hundred thousand dollars ($4,500,000.00) and Seller does not elect to terminate pursuant to Section 7.01(i), then Seller shall reduce the Purchase Price by an additional amount equal to the difference between the Estimated Remediation Cost minus four million five hundred thousand dollars ($4,500,000.00).
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Certain Termination Provisions. (a) As referred to in Section 8(d) of the Distribution Agreement, the forty percent (40%) of the aggregate gross profit earned by Distributor from the distribution of Products shall be based upon calendar year 1995 rather than the applicable "preceding fiscal year". (b) Supplier and Distributor agree that for purposes of Section 8(d) of the Distribution Agreement, gross profits from sales of products of the DuPont IVD Business shall not be taken into account in any respect. (c) For purposes of 8(d) only of the Distribution Agreement, the Distribution Agreement shall be deemed terminated as of December 16, 1996 with respect to the Stratus and Paramax classes of Products. (d) Distributor shall have the right to give Supplier notice of termination of the Best Value Product status of the Paramax and Stratus classes of Products or, in addition, in the case of the Paramax class of Products, the Special Incentive Program, as of June 17, 1997 to be effective December 16, 1997. In the event that Distributor gives Supplier such notice, notwithstanding anything in Paragraphs 1(b) and 7 to the contrary, Supplier shall have the right to provide notice of termination of the Distribution Agreement as to any class of Product or as to all classes of Products pursuant to the terms of the Distribution Agreement to be effective December 16, 1997 or thereafter. - Page 15 of 18 -
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Certain Termination Provisions. FOLLOWING THE TIMELY DELIVERY OF A TERMINATION NOTICE PURSUANT TO EITHER PARAGRAPH 3.4 OR SUBPARAGRAPHS 3.5(A) OR (B): (A) PURCHASER SHALL DELIVER THE INSPECTION DOCUMENTS (HEREAFTER DEFINED) TO SELLER, (B) UPON THE DELIVERY OF THE INSPECTION DOCUMENTS TO SELLER, TITLE COMPANY SHALL IMMEDIATELY DELIVER THE EARNXXX XXXEY (HEREAFTER DEFINED) IN ACCORDANCE WITH THE FURTHER PROVISIONS OF THIS PARAGRAPH, AND (C) FOLLOWING (A) AND (B) NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS PURSUANT TO THIS AGREEMENT EXCEPT FOR THE PURCHASER'S INSPECTION OBLIGATIONS, THE CONFIDENTIALITY OBLIGATIONS AND THE OBLIGATIONS CREATED PURSUANT TO PARAGRAPH 12, ALL OF WHICH SHALL CONTINUE UNTIL FULLY PERFORMED. FOLLOWING THE TIMELY DELIVERY OF A TERMINATION NOTICE PURSUANT TO EITHER SUBPARAGRAPHS 3.5(C) OR (D): (A) PURCHASER SHALL DELIVER THE INSPECTION DOCUMENTS (HEREAFTER DEFINED) TO SELLER, AND (B) FOLLOWING (A) NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS PURSUANT TO THIS AGREEMENT EXCEPT FOR THE PURCHASER'S INSPECTION OBLIGATIONS, THE CONFIDENTIALITY OBLIGATIONS AND THE OBLIGATIONS CREATED PURSUANT TO PARAGRAPH 12, ALL OF WHICH SHALL CONTINUE UNTIL FULLY PERFORMED. PROVIDED PURCHASER IS NOT IN DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT OR THE CHARTER AGREEMENT, UPON TERMINATION PURSUANT TO THIS PARAGRAPH, THE EARNXXX XXXEY SHALL BE IMMEDIATELY PAID TO PURCHASER IF: (I) THE TERMINATION AND RELEASE CONDITION IS NOT SATISFIED, (II) THE CHARTER AGREEMENT CLOSING DID NOT OCCUR AS A RESULT OF CHARTER'S DEFAULT OR THE FAILURE OF ANY CONDITION (OTHER THAN ONE CAUSED BY PURCHASER'S DEFAULT PURSUANT TO THE CHARTER 5 6 AGREEMENT) WHICH RELIEVED PURCHASER OF ITS OBLIGATIONS PURSUANT TO THE CHARTER AGREEMENT, OR (III) SELLER'S PERFORMANCE CONDITION WAS NOT SATISFIED. PROVIDED SELLER IS NOT IN DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, UPON TERMINATION PURSUANT TO THIS PARAGRAPH, THE EARNXXX XXXEY SHALL BE PAID TO SELLER IF (I) THE CHARTER AGREEMENT CLOSING DID NOT OCCUR AS A RESULT OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS PURSUANT TO THE CHARTER AGREEMENT, (II) THE PURCHASER'S PERFORMANCE CONDITION WAS NOT SATISFIED. PROVIDED SELLER IS NOT IN DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, IN THE EVENT PURCHASER TERMINATES THIS AGREEMENT PURSUANT TO SUBPARAGRAPHS 3.5(C) AND/OR (D) OF THIS AGREEMENT THE EARNXXX XXXEY SHALL BE PAID TO SELLER.
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Certain Termination Provisions. Article Five of the Agreement is hereby amended as follows: SECTION 5.01. Replace the words "for cause in accordance with any employment agreement between the Executive and the Corporation," in Section 5.01; with "for Cause (as defined herein)"; (b) SECTION 5.
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Certain Termination Provisions. Notwithstanding anything to the contrary contained herein: (a) If this Agreement is terminated by Developer pursuant to Section 9.02 hereof, then the Master Lease and Sublease shall also terminate (and the parties shall promptly execute, notarize and record any and all documents in order to effectuate the same). If this Agreement terminates for any other reason, then, subject to the provisions of subsection 9.01(d) above, at any time after SCA has been paid all amounts owed to SCA under this Agreement, at either party’s election, by written notice to the other party hereto, the Master Lease and Sublease shall terminate (and the parties shall promptly execute, notarize and record any and all documents in order to effectuate the same). Neither Developer nor SCA shall have any right to terminate the Sublease other than in connection with a termination of this Agreement. The foregoing provisions of this Section 9.03(a) are subject, solely as between SCA and the Subleasehold Lenders, to Article XV of the Sublease and any Interparty Agreement that is then in effect. (b) For the avoidance of doubt, in the event a Subleasehold Lender or Permitted Designee (as defined in the Sublease) enters into a New Sublease (as defined in the Sublease) the Master Lease shall remain in effect. (c) This Article IX shall survive termination of this Agreement or Closing, as applicable.
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Related to Certain Termination Provisions

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Certain Termination Benefits Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

  • Certain Terminations of Employment If your employment is terminated by the Company for Cause or because you are Disabled, if you terminate your employment without Good Reason or if your employment ends because of your death, then the Company shall pay your Accrued Benefit through the Date of Termination and, except for the payment of the Accrued Benefit, your compensation, benefits, and stock option vesting shall cease as of the Date of Termination.

  • Payments Upon Certain Terminations (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

  • Termination Provisions In this Agreement:

  • Other Termination Provisions 1. We may deliver any notice instead of mailing it. Proof of mailing of any notice shall be sufficient proof of notice. 2. If this policy is cancelled, you may be entitled to a premium refund. If so, we will send you the refund. The premium refund, if any, will be computed according to our manuals. However, making or offering to make the refund is not a condition of cancellation. 3. The effective date of cancellation stated in the notice shall become the end of the policy period.

  • Certain Terms The following terms (whether or not underscored) when used in this Security Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

  • Additional Termination Provisions Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property, upon 15 days' written notice to the Seller.

  • Definitions Certain Terms Section 1.01

  • Effective Period, Termination and Amendment; Interpretive and Additional Provisions This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Ally Financial resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.

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