Closing Procedure and Date Termination Sample Clauses

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Closing Procedure and Date Termination 

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Related to Closing Procedure and Date Termination

• Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01

• Effective Date Term Termination and Disconnection 3.1 Effective Date This Agreement shall become effective upon execution by all Parties.

• Effective Date; Termination; Cancellation and Suspension Section 4.01. This Agreement shall come into force and effect on the date upon which the Development Credit Agreement becomes effective. Section 4.02. (a) This Agreement and all obligations of the Association and of Republika Srpska thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement shall terminate; or (ii) a date twenty (20) years after the date of this Agreement.

• EFFECTIVE DATE; TERM OF AGREEMENT This Agreement shall become effective as of January 29, 2010 (the “Effective Date”). Upon effectiveness of this Agreement on the Effective Date, the Employment Agreement between the Company and the Executive dated as of September 8, 2006 (as amended, the “Prior Agreement”) shall terminate and be of no further force and effect. Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until February 2, 2013 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties. This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

• CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION 9.1. The Effective Date of this Settlement Agreement shall not occur unless and until each and every one of the following events occurs: (a) This Agreement has been signed by the Parties and Class Counsel, and the individual settlement agreements with Xxxxxxxxx Xxxxx, the heirs of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx, and Xxxxxx Xxxxxxxx-Xxx have been fully executed; (b) The Court has entered an order granting Preliminary Approval of the Agreement; (c) The Court has entered a Final Approval Order finally approving the Agreement, or a judgment substantially consistent with this Settlement Agreement that has become final and unappealable, following Notice and a Final Approval Hearing, as provided in the Federal Rules of Civil Procedure; and (d) In the event that the Court enters an approval order and final judgment in a form other than that provided above (“Alternative Approval Order”) to which the Parties have consented, that Alternative Approval Order has become final and unappealable. 9.2. If some or all of the conditions specified in Paragraph 9.1 are not met, or in the event that this Settlement Agreement is not approved by the Court, or the settlement set forth in this Agreement is terminated or fails to become effective in accordance with its terms, then this Settlement Agreement shall be canceled and terminated subject to Paragraph 9.3, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms hereof, any other Party, provided that it is in substantial compliance with the terms of this Agreement, may terminate this Agreement on notice to all other Parties. Notwithstanding anything herein, the Parties agree that the Court’s decision as to the amount of the Illinois Fee Award and Ohio Fee Award to Class Counsel set forth above or the incentive award to the Class Representatives, regardless of the amounts awarded, shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination of the Agreement. 9.3. If this Agreement is terminated or fails to become effective for the reasons set forth in Paragraphs 6.1, 6.2, 9.1, or 9.2 above, the Parties shall be restored to their respective positions in the Action as of the date of the signing of this Agreement. In such event, any Final Approval Order or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Actions as if this Agreement had never been entered into, including Defendant’s right to seek to compel arbitration as to the Plaintiffs named in the Second Amended Complaint. 9.4. In the event the Settlement is terminated or fails to become effective for any reason, the Illinois Settlement Fund and Ohio Settlement Fund, together with any earnings thereon at the same rate as earned, less any taxes paid or due, less Settlement Administrative Expenses actually incurred and paid or payable from the Settlement Fund, shall be returned to Defendant or its Insurer within thirty (30) calendar days after written notification of such event in accordance with instructions provided by Defendant’s Counsel to the Settlement Administrator.

• Effective Date Term and Termination 1.1 The effective date ("EFFECTIVE DATE") of this Agreement shall be the date first above written. 1.2 The term of this Agreement ("TERM") commences on the Effective Date, and unless the Agreement is terminated pursuant to Section 1.3 or 1.4, it shall continue in force until "Completion Date" (as defined in Section 3.2). 1.3 Each party may terminate this Agreement (effective immediately upon written notice) if the other party materially breaches any provision of this Agreement if such breach continues and is not cured within [***] after written notice thereof by the non-breaching party, including the nature of the breach upon which such notice is based. SVI may terminate this Agreement upon written notice to Customer if Customer fails to pay, within [***] of a Payment Date, any amount payable hereunder. SVI may suspend its performance of services under the terms of this Agreement pending receipt of such payment. Any such termination by SVI shall not affect SVI and Customer's respective rights with respect to any Deliverables and/or Professional Services delivered or performed and fully paid during the Term. 1.4 Customer may terminate this Agreement during the Term (a) upon written notice to SVI after [***] prior written notice, provided that Customer shall remain obligated to pay to SVI all amounts due SVI to such termination date (b) upon [***] written notice to SVI after a change of control (as defined in Section 13.1), or (c) on the occurrence of any of the following: (i) an assignment by SVI for the benefit of creditors; (ii) the appointment of a trustee or receiver for substantially all of SVI's assets; or (iii) to the extent termination is enforceable under the U.S. Bankruptcy Code, a proceeding in bankruptcy is instituted against SVI which is acquiesced in, is not dismissed within [***], or results in an adjudication of bankruptcy. 1.5 After expiration or termination of this Agreement for any reason, other than related to Customer's breach, SVI shall promptly deliver any partially-created Deliverable that exists as of the expiration or termination date; provided that Customer pays SVI all amounts then due SVI. Upon delivery, such Deliverable shall be considered a "Deliverable" for all purposes hereunder. 1.6 Subject to each party's rights, remedies and defenses relating to any breach by the other party, the provisions of Sections 1.5, 1.6, 6 (with respect to Deliverables delivered in the Term, subject to Section 1.5), 9.1 (with respect to fees accrued prior to expiration or termination), 9.3, 12.2(a), 12.3-12.7, 14-33 shall survive expiration or termination of this Agreement (including the Revenue Sharing Term in Section 17.1) for any reason. [***] = Confidential Treatment Requested

• Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

• Procedure and Effect of Termination In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by the parties so terminating to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by Seller, on the one hand, or Buyer and Parent, on the other hand. If this Agreement is terminated pursuant to Section 7.1 hereof: (a) Each party shall redeliver all documents, work papers and other materials of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(c) hereof; (b) All filings, applications and other submissions made pursuant hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) Each party's right of termination under Section 7.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Section 5.5 and 9 will survive; provided, however, that if this Agreement is terminated by a party because of the breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies, including the remedies set forth in Article VIII hereof, will survive such termination unimpaired.

• H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor:

• Exercise of Option and Provisions for Termination (a) Except as otherwise provided herein and subject to the right of cumulation provided herein, this option may be exercised, prior to the tenth anniversary date, as to not more than the following number of shares covered by this option during the respective periods set forth below: No shares from and after the date of grant and prior to the first anniversary date; shares from and after the first anniversary date and prior to the second anniversary date; shares from and after the second anniversary date and prior to the third anniversary date; shares from and after the third anniversary date and prior to the fourth anniversary date; shares from and after the fourth anniversary date and prior to the fifth anniversary date; and shares from and after the fifth anniversary date. The right of exercise provided herein shall be cumulative so that if the option is not exercised to the maximum extent permissible during any such period it shall be exercisable, in whole or in part, with respect to all shares not so purchased at any time during any subsequent period prior until the expiration or termination of this option. This option may not be exercised at any time after the tenth anniversary date. (b) Subject to the conditions hereof, this option shall be exercisable by the Employee giving written notice of exercise to the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in accordance with Section 3 hereof. Such exercise shall be effective upon receipt by the Treasurer of the Company of the written notice together with the required payment. The Employee shall be entitled to purchase less than the number of shares covered hereby, provided that no partial exercise of this option shall be for less than 10 whole shares. (c) If the Employee ceases to be employed by the Company or one of its subsidiaries for any reason, including retirement but other than death, this option shall immediately terminate; provided, however, that any portion of this option which was otherwise exercisable on the date of termination of the Employee’s employment may be exercised within the three-month period following the date on which the Employee ceased to be so employed, but in no event after the tenth anniversary date. Any such exercise may be made only to the extent of the number of shares subject to this option which are purchasable upon the date of such termination of employment. If the Employee dies during such three-month period, this option shall be exercisable by the Employee’s personal representatives, heirs or legatees to the same extent and during the same period that the Employee could have exercised this option on the date of his or her death. (d) If the Employee dies while an employee of the Company or any subsidiary of the Company, this option shall be exercisable, by the Employee’s personal representatives, heirs or legatees, to the same extent that the Employee could have exercised this option on the date of his or her death. This option or any unexercised portion hereof shall terminate unless so exercised prior to the earlier of the expiration of six months from the date of such death or the tenth anniversary date. (e) Notwithstanding any other provision hereof, this option may not be exercised to the extent such an exercise would violate Section 422(d)(1) of the Code, which provides that the aggregate fair market value (determined at the time the option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by the Employee during any calendar year (under all of the plans of the Company, its parent, if any, or its subsidiaries, if any) shall not exceed $100,000.