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.
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."
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."
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).
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".
Certain Termination Provisions. Notwithstanding anything to the contrary contained herein:
Certain Termination Provisions. Article Five of the Agreement is hereby amended as follows:
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.
