Commitment and Termination. Notwithstanding anything set forth in this Amendment No. 2 to the contrary, the reinsurance provided hereunder will not become effective or valid and binding on either party and the Second Amendment Closing Date shall not occur unless the Second Amendment Conditions Precedent have been satisfied or waived as required under the Commitment Agreement; provided, that without prejudice to any of its other rights or remedies, each of the Second Amendment Conditions Precedent may be waived in each case solely by the party that is the beneficiary of such Second Amendment Condition Precedent, in whole or in part in such party’s sole discretion. Any such waiver shall be without prejudice to any other rights of such party. For the purposes of this Amendment No. 2, “Second Amendment Conditions Precedent” means those Coinsurance Conditions, as such term is defined in the Commitment Agreement, that are conditions precedent to the occurrence of the Second Amendment Closing Date and that pertain to this Amendment No. 2. In the event that the Second Amendment Closing Date shall have not occurred within sixty (60) days from the date hereof (such date, the “Termination Date”), the Reinsurer shall have no obligation or right to reinsure, and the Ceding Company shall have no obligation or right to cede, the Second Amendment Additional Policies pursuant to this Amendment No. 2 and this Amendment No. 2 shall terminate and expire and no party shall have any further liability or obligation hereunder other than as respects Article 18 (Confidentiality) of the Reinsurance Agreement, which provision shall continue to apply as to information provided with respect to the Second Amendment Additional Policies as fully as if the reinsurance hereunder had been completed, provided, however, that any such termination or expiration shall not (a) release any party as respects any breach thereby of the terms of this Amendment No. 2 as shall have occurred prior to the Termination Date or (b) relieve such breaching party of liability for such breach. Notwithstanding the foregoing, to the extent that the sole reason that the Second Amendment Closing Date has not occurred on or before the Termination Date is that one or more Required Consents (as such term is defined in the Commitment Agreement) have not been obtained on or prior to such date, the Termination Date shall be extended for an additional thirty (30) days as necessary or appropriate to procure such Required Consents.
Commitment and Termination. (a) The commitments of the Initial MLAs and the Initial Underwriters under this Commitment Letter will commence upon your signature, and return of the Commitment Documents and upon such signature the commitments as set out in the Original Commitment Letter shall terminate, but without prejudice to paragraph 17 of the Original Commitment Letter.
(b) Following your acceptance of this Commitment Letter as provided in sub-paragraph (a) above, this Commitment Letter shall terminate on the earlier of:
(i) on 2 October 2006, unless the first drawdown under the Senior Facilities has occurred on or before that date; or
(ii) the termination of the Merger Agreement other than as a result of the Merger being consummated.
(c) You may terminate the appointment of any Mandated Lead Arranger or the commitment of any Underwriter hereunder (by written notice to the other parties to this Commitment Letter) if such Mandated Lead Arranger or Underwriter breaches any term of the Commitment Documents relating to a failure to fund its commitments in accordance with this Commitment Letter and upon such termination you shall (save as provided in this paragraph 18) have no further obligations to such Mandated Lead Arranger or Underwriter under the Commitment Documents.
(d) You may, on not less than 5 business days prior written notice to the Initial MLAs, terminate the commitments hereunder with respect to Tranche A1 and Tranche B1 (in whole but not in part only) if the Baseball Scheme either fails, is withdrawn, is amended in a manner which would have the affect of failure to satisfy the initial conditions precedent to the availability of Tranche A1 and Tranche B1 or a takeover offer under the City Code is made by the Baseball Bidcos.
Commitment and Termination. Each Partner Organization shall have the right to annually review its participation and financial commitment when and if there is change in the existing funding mechanisms and legislation as it relates to the mission of the Collaborative. The term of this Agreement is for the period of time from the date signed until rescinded, unless amended as provided herein. Any Partner Organization shall have the right to withdraw from this Agreement in a manner described as follows:
A. The Partner Organization withdrawing shall pass a resolution declaring its intent to withdraw and forward a certified copy of the resolution to the Chair of the Governance Board not later than June 30th.
B. Each Partner Organization acknowledges that withdrawal may mean that the Collaborative could cease to meet the statutory requirements for continued existence as a collaborative under Federal, State and/or local law.
C. Notwithstanding each Partner Organization’s right to withdraw from this Agreement, the Collaborative, created hereby, shall continue in full force and effect until all Governance Board members mutually agree to terminate this Agreement by a joint resolution.
D. After the effective date of termination of the Collaborative, the Governance Board shall continue to exist for the limited purpose of discharging the Board’s debts and liabilities, settling its affairs and disposing of its property, if any.
Commitment and Termination
