Effect of Termination--Right of Purchase Sample Clauses

Effect of Termination--Right of Purchase. Upon the occurrence of an event specified in Section 12.01, the Member whose actions or whose Affiliate's actions did not give rise to a right of termination of this Agreement (the "Non-breaching Party"), either directly or indirectly through a qualified nominee, shall have the right by written notice (the "Exercise Notice") to the Member whose actions or whose Affiliate's actions gave rise to such termination (the "Breaching Party"), and without prejudice to any other remedy referred to herein or available under applicable law, to elect to purchase all, but not less than all, of the Shares of the Company held by the Breaching Party at a purchase price equal to the Book Value thereof. The Exercise Notice must be given within thirty (30) days after the Non-breaching Party receives actual notice of the facts and circumstances giving rise to termination under Section 12.02. If the Non-breaching Party elects to purchase the Breaching Party's Shares under this Section 12.02, the Non-breaching Party shall complete such purchase by delivery of cash to the Breaching Party or its representative in the amount of the purchase price established under this Section 12.02 within ninety (90) days after delivery of the Exercise Notice. In the alternative, the Non-breaching Party, or both Members if the Members unanimously consent to terminate the Agreement, may call for immediate liquidation of the Company as provided under Section 12.02.
Sample 1
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Related to Effect of Termination--Right of Purchase

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

  • Waiver of Termination Right Landlord and Tenant agree that the foregoing provisions of this Paragraph 20 are to govern their respective rights and obligations in the event of any damage or destruction and supersede and are in lieu of the provisions of any applicable law, statute, ordinance, rule, regulation, order or ruling now or hereafter in force which provide remedies for damage or destruction of leased premises (including, without limitation, to the extent the Premises are located in California, the provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 and any successor statute or laws of a similar nature).

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

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