Effecting Termination Sample Clauses

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstanding, (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, to the order of the Replacement Lender or Replacement Lenders, (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b). To the extent not in conflict, the terms of Section 13.06(b) shall supplement the provisions of this Section 5.07(d). For each assignment made under this Section 5.07, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, as set forth in Section 5.05.
Sample 1Sample 2Sample 3See All (13)
AutoNDA by SimpleDocs
Effecting Termination. (a) On notice of termination or upon termination of this agreement (as determined by the Licensee and specified in the notice of termination), the Business will: (i) pay to the Licensee an administration fee of up to $5,000 (the enforcement of which will be at the Licensee’s absolute discretion), for administration services performed by the Licensee in connection with the termination of this agreement and the Business’ exit; (ii) where an Excluded Client is being remediated or subject to a complaint or investigation, immediately provide the Licensee with all assistance necessary to finalise or rectify the circumstances giving rise to the remediation, complaint or investigation, including the provision of all Client files in relation to the Excluded Client; (iii) immediately take all steps necessary to remove the words set out in Item 4 of Schedule 1 from all signage and promotional material used for the purposes of, or in connection with, the Practice; (iv) copy, and provide the Licensee with a copy of, all former and current files and information in the Business or Authorised Representative’s possession relating to the Business’ or Authorised Representative’s list of Clients in a form acceptable to the Licensee; (v) immediately return to the Licensee the Licensee Standards, all other Confidential Information in material form, all stationery and promotional material bearing the name set out in Item 4 of Schedule 1 ” or any of the Trade Marks, and any other materials provided by the Licensee; (vi) immediately cease to use the Trade Marks; (vii) not, at any time thereafter, do any acts, including the making of statements in any form that may cause loss or damage to the Licensee or any related body corporate of the Licensee; and (viii) provide the Licensee the first right of refusal in respect of all client servicing rights in relation to a Referred Client before seeking to transfer the Referred Client to another party or AFS Licensee. (b) The Business acknowledges that if the Business or an Authorised Representative: (i) is engaged by, or engages, a member of the Group for the provision of services; and/or (ii) engages, after the termination of this agreement, with another AFS Licensee for the provision of services, substantially similar to those services provided under this agreement or an Authorised Representative Agreement, the Licensee may provide Reference Information to a member of the Group, another AFS Licensee or a regulatory body. (c) The Business ...
Sample 1Sample 2
Effecting Termination. As of the Separation Date, the Executive agrees that the Secretary of the Company may, as an irrevocable proxy and in the Executive’s name and stead, execute all documents and things which the Company deems necessary and (1) to the same extent the Company provides such coverage for its executive officers in active service, or (2) in the event the Company ceases to have any executive officer in active service, then to the same extent the Company provides such coverage for any former executive officer whose period of active service with the Company overlaps with the Executive’s period of active service with the Company. f.
Sample 1
Effecting Termination. This Agreement may be terminated and the transactions contemplated herein abandoned at any time before the Closing, whether before or after approval by the shareholders of the Company as follows: (a) By the mutual consent of the Board of Directors of the Company and the Representative. (b) By the Board of Directors of the Company or the Representative in the event of a breach by any of the Parties of any representation or warranty contained in this Agreement or of any covenant contained in this Agreement, which in either case cannot be, or has not been, cured within 30 days after written notice of such breach is given to the entity committing such breach, provided that the right to effect such cure shall not extend beyond the date set forth in Subsection 9.01(c) below. (c) By the Board of Directors of the Company if, by September 30, 2007: (i) the conditions to Closing enumerated in Sections 8.01 and 8.03 of this Agreement have not been met or waived; or (ii) the transactions contemplated by this Agreement have not been consummated, provided that the failure to meet the conditions or consummate the transactions contemplated hereby is not caused by the Company. Nothing in this Section 9.01(c) shall extend the date of Closing beyond the date contemplated by Section 4.01 of this Agreement. May 10, 2007 — 5:00 p.m. Representative’s Initials: KH Company’s Initials: RS (d) By the Representative if, by September 30, 2007: (i) the conditions to Closing enumerated in Sections 8.02 and 8.03 of this Agreement have not been met or waived; or (ii) the transactions contemplated by this Agreement have not been consummated, provided that the failure to meet the conditions or consummate the transactions contemplated hereby is not caused by the Representative. Nothing in this Section 9.01(d) shall extend the date of Closing beyond the date contemplated by Section 4.01 of this Agreement.
Sample 1
Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders
Sample 1
Effecting Termination. As of the Separation Date, the Executive agrees that the Secretary of the Company may, as an irrevocable proxy and in the Executive’s name and stead, execute all documents and things which the Company deems necessary and desirable to effect the Executive’s resignation as an officer of the Company and its subsidiaries and affiliates. During any applicable statute of limitations period, the Company agrees to continue and maintain a directors and officers liability insurance policy covering the Executive to the applicable extent as follows: (1) to the same extent the Company provides such coverage for its executive officers in active service, or (2) in the event the Company ceases to have any executive officer in active service, then to the same extent the Company provides such coverage for any former executive officer whose period of active service with the Company overlaps with the Executive’s period of active service with the Company.
Sample 1

Related to Effecting Termination

  • Following Termination 11.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination; 11.2.2 the Broker will make all reasonable efforts to provide the Company with contact details for any Insured or other party with whom the Company has contracted in the conduct of Insurance Business where:- 11.2.2.1 the Broker has acted as the agent of the Company; and 11.2.2.2 where such information is reasonably required in order for the Company to carry out its obligations in relation to Insurance Business concluded in accordance with this Agreement. 11.2.3 Where permissible the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business subject to this Agreement until all Insurance Business has expired or has otherwise been terminated.

  • Obligations Following Termination If a Non-Defaulting Party terminates this Agreement pursuant to this Section 13(b), then following such termination, Seller shall, at the sole cost and expense of the Defaulting Party, remove the equipment (except for mounting pads and support structures) constituting the System. The Non-Defaulting Party shall take all commercially reasonable efforts to mitigate its damages as the result of a Default Event.

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Qualifying Termination If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with: (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i); (ii) Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year; (iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year; (iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B); (v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and (vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment. Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

  • Servicing Termination Section 6.01.

  • PARTIES TO COOPERATE RESPECTING TERMINATION The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

  • Remedies Not Involving Termination The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it:

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement. (ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • In the Event of Termination After receipt of a notice of termination, except as otherwise directed, the AGENCY shall: a. Remit to the COUNTY, within fourteen (14) calendar days, any advanced funds paid, prorated as of the date of termination. b. Stop working under this Contract on the date of receipt and to the extent specified in the notice of termination. c. Place no further orders or subcontracts to the extent that they relate to the performance of the work, which was terminated. d. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated. e. Handle all property as directed by the COUNTY. f. Finalize all necessary up to date reports and documents required under the terms of this Agreement up to the date of termination, up to and including the final expenditure report due at the end of the Contract, if any, without reimbursement beyond that due as of the date of termination for services rendered to the termination date. g. Take any other actions as directed in writing by the COUNTY.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!