Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):
Company Termination Events. The occurrence of any of the following shall be a “Company Termination Event” and together with any Equity Holder Termination Event and any Noteholder Termination Event, a “Termination Event”:
Company Termination Events. The Company may terminate this Agreement as to all Parties (unless otherwise set forth in this Section 11.02) upon prior written notice to the Consenting Secured Parties in accordance with Section 13.10 upon the occurrence of any of the following events:
Company Termination Events. Each of Ascent and Monitronics, in its sole discretion, may terminate this Agreement upon or at any time following the occurrence of any of the following events (each a “Company Termination Event,” and together with the Consenting Noteholder Termination Events, the “Termination Events”), by giving written notice of such termination to each of the other Parties and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Company Termination Event has been waived in writing by Ascent and/or Monitronics in its sole discretion:
Company Termination Events. Subject to the terms set forth in Section 2.5, the occurrence of any of the following shall be a “Company Termination Event” and together with any Plan Support Party Termination Event, a “Termination Event”:
Company Termination Events. The Company may terminate this Agreement (each, a “Company Termination Right”), in each case, by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by the Company upon the occurrence of any of the following events (each a “Company Termination Event”); provided, for the avoidance of doubt, that any decision in the Caesars Cases or in Marblegate Asset Mgmt. v. Educ. Mgmt. Corp., 75 F. Supp. 3d 592, 614 (S.D.N.Y. 2014), or any legislative change to the Trust Indenture Act of 1939 shall not give rise to a Company Termination Event:
Company Termination Events. Except as otherwise set forth in this Section 7.02, the LINN Debtors may terminate this Agreement if, upon the occurrence of any of the following events (each, a “Company Termination Event”), the LINN Debtors provide the Consenting Creditors written notice of such Company Termination Event delivered in accordance with Section 13.09 hereof, and (x) such Company Termination Event remains uncured for a period of five (5) business days following the Company’s service of such notice, and (y) the Company has not waived such Company Termination Event on or before the expiration of the cure period:
Company Termination Events. (a) This Agreement may be terminated by the delivery to the Consenting Noteholders (with a copy to the Advisors) of a written notice in accordance with Section 18(o) by Lone Pine (on behalf of the Companies), in the exercise of its sole discretion, upon the occurrence and continuation of any of the following events:
Company Termination Events. Callon may terminate this Agreement as to all Parties by giving written notice to the Consenting Noteholders upon the occurrence of any of the following events (each, a “Company Termination Event”): (a) the breach in any material respect by any Consenting Noteholder of any of the representations, warranties or covenants of such Consenting Noteholder set forth in this Agreement, (b) if the Consent Solicitation has not been consummated in accordance with the terms set forth herein on or before the Outside Date, or (c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Consent Solicitation or any of the transactions contemplated thereunder.
Company Termination Events. Notwithstanding any other provisions of this Agreement, upon written notice from the Company to the Plan Support Parties of the occurrence of any of the following events (each, a “Company Termination Event”), and if (i) on a prospective or retroactive basis, the occurrence of a Company Termination Event is not waived by the Company or (ii) if such Company Termination Event is susceptible to cure, is not cured within five business days of receipt of such written notice, then this Agreement may be terminated: (a) upon breach by any Plan Support Party of any of the representations, warranties or covenants of such Plan Support Party set forth in this Agreement that would prevent the consummation of the Restructuring; (b) if the Company’s board of directors determines based upon the advice of the Company’s counsel, that proceeding with the Restructuring, the Chapter 11 Plan or the solicitation of the Chapter 11 Plan would be inconsistent with such board’s fiduciary duties under applicable law; (c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring; or (d) in order to concurrently enter into an Alternative Transaction Agreement with respect to a Superior Proposal as defined in, permitted by and in accordance with the RTL Investment Agreement. In the event of a termination of this Agreement in accordance with Clause (ii)(d) above, the Parties agree that, solely with respect to this Agreement, the full extent of the Company’s liability under this Agreement, if any, shall be limited to the Break-Up Fee, if owed, as defined in and pursuant to the RTL Investment Agreement, plus any fees and expenses owed to the Steering Committee and their respective advisors as provided in Section 21 hereof; provided, however, that nothing herein shall alter or limit any of RTL’s rights under the RTL Investment Agreement.
