Entitlement to Deposit on Termination Sample Clauses

Entitlement to Deposit on Termination. (a) Upon the termination of this Agreement in accordance with the terms contained herein, unless the event giving rise to the termination is due solely and exclusively to a Purchase Agreement Default by Purchaser, then the Deposit shall be returned to Purchaser in accordance with the Escrow Agreement. (b) Upon the termination of this Agreement in accordance with the terms contained herein under any circumstances other than as provided for in Section 10.2(a), the Deposit, together with the interest earned thereon, shall be paid over to Vendor in accordance with the Escrow Agreement, and, in the event of Liability on the part of Purchaser as contemplated by Section 10.1(b)(ii), applied as a genuine pre-estimate of minimum liquidated damages and not as a penalty. In addition, if, subject to the limitations contained in Section 10.1(b), a Party’s actual Liability exceeds the Deposit and all interest earned thereon, such Party shall be entitled to recover the full amount of its actual Liability, subject to the limitations set forth in this Agreement.
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Entitlement to Deposit on Termination. If this Agreement is terminated pursuant to Section 8.1 and the event giving rise to the termination is not due to the Purchase Agreement Default of the Purchaser, then the Deposit provided for in Section 2.4 shall be returned to the Purchaser, together with Deposit Interest earned thereon. However, if the Agreement is terminated pursuant to Section 10.4 prior to Closing as a result of a Purchase Agreement Default by the Purchaser, then such Deposit, together with the Deposit Interest earned thereon, shall be retained by the Vendors and applied by the Vendors as their sole remedy on account of their damages contemplated by Section 8.2 as a genuine pre-estimate of the Vendors' minimum liquidated damages and not as a penalty.
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Entitlement to Deposit on Termination. If this Agreement is terminated pursuant to Section 7.1 and the event giving rise to the termination is not due to the Purchase Agreement Default of the Purchaser, then the Deposit provided for in Section 2.4 shall be returned to the Purchaser, together with interest earned thereon. However, if this Agreement is terminated pursuant to Section 7.1 prior to Closing as a result of a Purchase Agreement Default by the Purchaser, then such Deposit, together with the interest earned thereon, may be retained by the Vendor and applied by the Vendor on account of its damages contemplated by Section 7.2(b) as a genuine pre-estimate of the Vendor's liquidated damages and not as a penalty. If the Vendor's actual damages exceed the Deposit and all interest earned thereon, the Vendor shall not be entitled to recover the full amount of its actual damages.
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Entitlement to Deposit on Termination. If this Agreement is terminated pursuant to Section 15.01 and the applicable terminating section provides for the return of the Deposit such Section shall govern, in all other circumstances, if the event giving rise ID the termination is not due to the default of any of the Purchasers, then the Deposit provided for in Section 2.02 shall be returned to the Purchasers, together with the interest earned thereon. However, if the Agreement Is terminated pursuant to Section 15.01 prior to Closing as a result of the default of any of the Purchasers, then such Deposit, together with the interest earned thereon, shall be retained by the Vendors and applied, by (he Vendors on account of their damages contemplated by Section 15.02(b) and [***] resulting from the termination of this Agreement pursuant to a Purchase Agreement Default of Purchasers and is as a genuine pre-estimate of such damages and not a penalty. Vendors and Purchasers: (a) acknowledge and agree that they are forever estopped from taking any action whatsoever to contest In any manner whatsoever the validity or enforceability of this provision; (b) waive any right of action that they may have to contest the validity or enforceability of this provision; and (c) specifically agree not to commence any action to contest the validity or enforceability of this provision in any circumstances whatsoever;
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Related to Entitlement to Deposit on Termination

  • Payment on Termination If an employee is terminated after the end of a year of employment, the employee is deemed to have been given any untaken leave from the date of termination and shall be paid for that leave accordingly. The employee shall also be paid for any public holidays falling within the period of leave in addition to payment for the leave. If an employee is terminated before the end of a full year of employment, the employee shall be paid pro-rata annual leave based on the period of service.

  • Payments on Termination Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement.

  • Payment on Early Termination Upon termination pursuant to Section 14 (Early Termination), District shall pay Contractor as follows: (i) If District terminates this Contract for its convenience under Section 14(a) or 14(b), then District must pay Contractor for work performed before the termination date if and only if Contractor performed in accordance with this Contract. District shall not be liable for any direct, indirect, or consequential damages. Termination by District shall not constitute a waiver of any other claim District may have against Contractor. (ii) If Contractor terminates this Contract under Section 14(c) due to District’s breach, then District shall pay Contractor for work performed before the termination date if and only if Contractor performed in accordance with this Contract. (iii) If District terminates this Contract under Sections 14(c) or 14(d) due to Contractor’s breach, then District must pay Contractor for work performed before the termination date less any setoff to which District is entitled and if and only if Contractor performed such work in accordance with this Contract.

  • Payments on Early Termination For the purpose of Section 6(e) of this Agreement: (i) Market Quotation will apply. (ii) The Second Method will apply.

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

  • Early Termination Fees The amount if an Early Termination Fee that we are entitled to charge is: (a) the amount specified in or calculated in accordance with the relevant Plan; or (b) otherwise, a reasonable estimate of our lost profit as a result of an early termination.

  • Termination Benefits (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

  • Vacation Pay on Termination An employee whose employment is terminated shall receive vacation pay at the appropriate percentage of the wages or salary earned during the period of entitlement in accordance with the employee's years of service.

  • Repayment on Termination Date The Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

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