Distribution of Deposit Upon Termination Sample Clauses

Distribution of Deposit Upon Termination. (a) If this Agreement is terminated by Seller pursuant to Section 14.1(a) or Section 14.1(e), and on the Scheduled Closing Date or the Termination Date, as applicable, Seller has performed or is ready, willing and able to perform all of its agreements and covenants contained herein in all material respects which are to be performed or observed at Closing, and Buyer has failed to perform or observe any of its agreements or covenants contained herein which are to be performed or observed at Closing and at such time all of Buyer’s conditions to closing in Article VII are satisfied or have been waived in writing by Buyer, then Seller may terminate this Agreement by delivery of written notice to Buyer in which case the Escrow Agent shall be jointly directed by Buyer and Seller to promptly deliver the Deposit to Seller as liquidated damages and Seller’s sole and exclusive remedy for any breach or failure to perform by Buyer under this Agreement, and thereafter all other rights and remedies arising under this Agreement (except for the provisions that survive pursuant to Section 14.2, which shall remain in full force and effect) are hereby expressly waived by Seller. Seller and Buyer agree upon the Deposit as liquidated damages due to the difficulty and inconvenience of measuring actual damages and the uncertainty thereof, and Seller and Buyer agree that such amount would be a reasonable estimate of Seller’s loss in the event of any such breach or failure to perform by Buyer. Upon such termination by Seller under this Section 14.3(a), Seller shall be free immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber or otherwise dispose of the Assets to any Person without any restriction under this Agreement.
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Distribution of Deposit Upon Termination. (a) If Seller terminates this Agreement:
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Distribution of Deposit Upon Termination. If this Agreement is terminated for any reason, other than a termination by Seller as permitted pursuant to Section 10.1 and of the Purchaser has failed to perform or observe in any material respect any of its agreements or covenants contained herein which are to be performed or observed at or prior to Closing or is in material breach of its representations and warranties set forth in this Agreement, Seller shall deliver to Purchaser the Deposit, free of any claims by Seller or any other Person with respect thereto. In such event, Seller and Purchaser shall execute and deliver joint written instructions to the Escrow Agent to disburse the Deposit together with any income thereon to Purchaser.
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Distribution of Deposit Upon Termination. If this Agreement is terminated for any reason (other than a termination by Seller as permitted pursuant to Sections 10.1(b) or 10.1(c) where Seller is entitled to retain the Deposit as provided in Section 10.2), Seller shall deliver to Purchaser the Deposit, free of any claims by Seller or any other Person with respect thereto.
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Distribution of Deposit Upon Termination. (a) If Seller has complied with the provisions of Section 12.2 and is ready willing and able to close the transaction contemplated by this Agreement and elects to terminate this Agreement (i) because Buyer has failed to comply with any provision of Section 12.1; or (ii) Buyer has complied with all the provisions of Section 12.1, but fails or refuses to timely close the transaction contemplated by this Agreement, then Seller may retain the Performance Deposit (together with all accrued interest) as liquidated damages, free of any claims by Buyer or any other Person with respect thereto. It is expressly stipulated by the parties that the actual amount of damages resulting from such a termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that the liquidated damages provided for herein are a reasonable estimate by the parties of such damages.
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Distribution of Deposit Upon Termination. If Seller terminates this Agreement pursuant to Section 11.01(c)(i) or as the result of any default or breach by Buyer of Buyer's obligations hereunder, then, as its sole remedy, Seller shall retain the Deposit and any interest earned thereon as liquidated damages free of any claims by Buyer or any other person with respect thereto (the Parties hereby acknowledging that the extent of damages to Seller occasioned by such breach or default by Buyer would be impossible or extremely difficult to ascertain and that the amount of the Deposit and any interest earned thereon is a fair and reasonable estimate of such damages under the circumstances). If this Agreement is terminated for any reason other than as set forth in the preceding sentence, then Seller shall deliver the Deposit and any interest earned thereon to Buyer, free of any claims by Seller or any other person with respect thereto.
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Distribution of Deposit Upon Termination. (a) If Seller terminates this Agreement (i) because Purchaser has failed to comply with any provision of Section 8.1(a), (b) or (d); or (ii) as the result of any material default or breach by Purchaser of Purchaser's obligations hereunder, then Seller may retain the Deposit as liquidated damages, free of any claims by Purchaser or any other Person with respect thereto. It is expressly stipulated by the parties that the actual amount of damages resulting from such a termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that the liquidated damages provided for herein are a reasonable estimate by the parties of such damages.
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Distribution of Deposit Upon Termination. If this Agreement is terminated for any reason other than the breach by Buyer of a material term and provision of this Agreement, then Seller shall immediately authorize Fundholder in writing to deliver the Xxxxxxx Money to Buyer, free of any claims by Seller or any other person with respect thereto.
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Related to Distribution of Deposit Upon Termination

  • Procedure Upon Termination of Trust Fund (a) Notice of any termination pursuant to the provisions of Section 7.01, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to Certificateholders mailed upon (x) the sale of all of the property of the Trust Fund by the Trustee pursuant to Section 7.01(b) or (y) upon the final payment or other liquidation of the last Mortgage Loan or REO Property in the Trust Fund. Such notice shall specify (A) the Distribution Date upon which final distribution on the Certificates of all amounts required to be distributed to Certificateholders pursuant to Section 5.02 will be made upon presentation and surrender of the Certificates at the Corporate Trust Office, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Master Servicer and the Certificate Registrar at the time such notice is given to Holders of the Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Certificates shall terminate and the Trustee shall terminate or request the Master Servicer to terminate, the Collection Account it maintains, the Certificate Account and any other account or fund maintained with respect to the Certificates, subject to the Trustee’s obligation hereunder to hold all amounts payable to Certificateholders in trust without interest pending such payment.

  • Payment Upon Termination Termination of this Agreement shall not affect the right of the Adviser to receive payment on any unpaid balance of the compensation described in Section 2 earned prior to such termination.

  • Payments Upon Termination (a) In the event the Employee’s employment is terminated pursuant to Section 4.1, Section 4.2, Section 4.4 or Section 4.6, the Company shall pay to the Employee the compensation and benefits otherwise payable to him or her under Sections 3.1 and 3.4 through the last day of his or her actual employment by the Company.

  • Procedure Upon Termination of Trust (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment.

  • Procedure Upon Termination In the event of termination by Buyer or Seller, as applicable, pursuant to Section 6.1 hereof, written notice thereof shall forthwith be given to the other party and the transactions contemplated by this Agreement shall be terminated without further action by Buyer or Seller. If the transactions contemplated by this Agreement are so terminated:

  • Surrender Upon Termination The Executive agrees that in the event of the termination of the Executive's employment for any reason, whether before or after the Term, the Executive will immediately deliver to the Company all property belonging to the Company, including documents and materials of any nature pertaining to the Executive's work with the Company, and will not take with the Executive any documents or materials of any description, or any reproduction thereof of any description, containing or pertaining to any Confidential Information. It is understood that the Executive is free to use information that is in the public domain, but not as a result of a breach of this Agreement.

  • Delivery upon Termination Upon termination of Manager's employment with the Company for any reason, Manager shall promptly deliver to the Company all correspondence, files, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, and any other documents or data concerning the Company's or any affiliate’s customers, database, business plan, marketing strategies, processes or other materials which contain Confidential Information, together with all other property of the Company or any affiliate in Manager's possession, custody or control. ARTICLE SIX

  • Certain Benefits Upon Termination Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • Accounting Upon Termination of Servicer Upon termination of the Servicer, the Servicer shall, at its expense:

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