Events of Early Termination. (a) The occurrence of any of the following conditions or events shall be an Event of Early Termination:
(i) If following the Effective Date, (A) Seller, Parent Guarantor or Guarantor has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller, Parent Guarantor or Guarantor thereunder exceed $500,000 in the aggregate in the calendar year following the Effective Date and (B) Buyer has not, within five (5) Business Days following Seller’s, Parent Guarantor’s or Guarantor’s entry into such settlement or consent, provided Seller or Guarantor, as applicable, with written notice that such settlement or consent by Seller, Parent Guarantor or Guarantor, as applicable, is acceptable to Buyer; or
(ii) Seller has opted to wind down this facility pursuant to Section 4.5(a) or (b). Any determination to be made as to whether such Event of Early Termination has occurred shall be made in Buyer’s discretion and Xxxxxx and Guarantor hereby agrees to be bound by and comply with any such determination by Xxxxx. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Xxxxx in writing, but shall be deemed to be not continuing upon Buyer’s express written waiver.
(b) Upon the occurrence of an Event of Early Termination, Buyer may, by notice to Seller, (i) immediately terminate the obligation of Buyer to enter into Transactions hereunder and (ii) declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable. The failure by Seller to repay such Repurchase Prices in accordance with the foregoing shall constitute an Event of Default under Section 11.1. Buyer shall be entitled to all rights and remedies in Section 11.3. Buyer’s request for repayment of the Repurchase Prices pursuant to Section 11.2(b) shall not affect the outstanding obligations of Seller under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer shall not be liable to Seller for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 11.2.
Events of Early Termination. This Agreement may terminate prior to the expiration of the term specified in Section 2 as follows:
Events of Early Termination. (a) This Agreement may be immediately terminated as to the entire Territory by either Party, upon giving written notice to the other Party, in the event that the other Party shall become insolvent or be declared insolvent or bankrupt by a court of competent jurisdiction or shall be the subject of any reorganization (other than a corporate reorganization effected in the ordinary course of business and not arising out of any insolvency) or winding up, receivership or dissolution, bankruptcy or liquidation proceeding, or any proceeding or action similar to one or more of the above, in which case termination shall be effective upon such written notice. The failure of either Party to give notice of termination upon obtaining knowledge of any such event shall not be interpreted as a waiver of such Party's rights under this Section 10.2, and such Party reserves the right to exercise any such rights at any time after the occurrence of any such event.
(b) Subject to the further provisions of this Section 10.2(b), upon any material breach or default of this Agreement by either Party, the non-breaching Party shall have the right to serve notice upon the breaching Party of its intention to terminate this Agreement in its entirety upon the expiration of ninety (90) days after the date such notice is given, unless the breaching Party shall cure any such breach or default within said ninety (90) day period. Upon the expiration of the applicable cure period, if the breaching Party shall not have cured the alleged breach to the reasonable satisfaction of the non-breaching Party, and if the non- breaching Party gives a notice of final termination, final termination of this Agreement shall be effective on the date such notice is given. In the event of any dispute as to the existence of a default or the adequacy of any cure thereof, the Party charged with such alleged breach or failure to cure may require that the right to terminate be determined by the dispute resolution mechanism pursuant to Article 12.
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Events of Early Termination. The following shall also constitute events of early termination of the Lease of the Building under this Agreement, in which case the indemnity shall also be payable to the Developer Lessor (together, the “Events of Early Termination”):
(i) Lawful protest of extrajudicial instruments against the lessee in an individual or aggregate amount in excess of one hundred and ten million Reais (R$110,000,000.00) for the Lessee, as duly adjusted for inflation by the index agreed upon in Agreement, or its equivalent in other currencies, unless, within thirty (30) calendar days from the date of such protest, (a) the Lessee can validly prove, as the case may be, that such protest or protests were made by error or due to bad faith of third parties, (b) that such protest or protests were cancelled, (c) that bond was posted before a court, or (d) that such protest was suspended.
(ii) If the Lessee requests any out-of-court reorganization plan to any creditor or class of creditors, regardless of application for or granting of judicial ratification of such plan, or if the Lessee requests liquidation/court-supervised reorganization before a court, regardless of order for processing such liquidation/reorganization or of the granting thereof by the court of competent jurisdiction, or if the Lessee and/or the Surety requests voluntary bankruptcy;
(iii) Liquidation, dissolution, winding up, or request for or adjudication of bankruptcy of the Lessee;
(iv) In the event of any default of a monetary obligation which is not cured within five (5) days, or of a non-monetary obligation within thirty (30) days, each assumed by the Lessee under this Agreement;
(v) In the event of relevant deterioration of the economic and financial condition of the Lessee;
(vi) If any imposts, taxes, or fees assessed or levied on the Building are not timely paid;
(vii) If the Lessee fails to maintain the Building and the Development in a good state of repair, safety, and habitability or performs any demolition works and/or betterments in violation of the provisions of this Agreement;
(viii) If the Development area is condemned, wholly or in part, in accordance with item 18.3 (Expropriation);
(ix) In the event of assignment or transfer by the Lessee of its rights and obligations under this Agreement without consent from the Developer Lessor; or
(x) If the Condition Subsequent set forth in item 1.2 (Condition Subsequent) and its sub-items is met.
Events of Early Termination. An "Event of Early Termination" shall occur hereunder if each of the following is true:
Events of Early Termination. This Agreement may be terminated and the Target Company dissolved prior to the expiration of the Term upon the occurrence of any of the following events and in accordance with the following provisions:
21.3.1 by either Party, if the Target Company is unable to continue operation during any fiscal year due to an event of Force Majeure and such situation has existed for a period of one hundred and eighty (180) days or more;
21.3.2 by either Party, upon approval by the Shareholders’ Meeting, if the Target Company becomes bankrupt or insolvent, or any of its Major assets (including, without limitation, working capital, any operation license, permit or Governmental Approval) necessary for the conduct of its operation activities is not obtained, or is withdrawn, forfeited, revoked or expropriated by any Governmental Authority, or becomes invalid or has expired and is not renewed, as a result of which the Target Company is unable to conduct normal operation activities or is unable to attain its business objectives;
21.3.3 by the Investors in any event of any Deemed Liquidation Event set forth in Clause 12.5; and
21.3.4 if the Parties unanimously agree that, the termination of the Target Company is in the best interests of the Parties, and approved by the Shareholders’ meeting.
Events of Early Termination. Executive's employment under this Agreement will terminate (notwithstanding the provisions of Section 4 hereof) before the expiration of the then effective term upon the earliest to occur of the following:
Events of Early Termination. 36 10.3. Elimination of One or More Countries...................................................... 36 10.4. Rights and Obligations on Expiration or Termination....................................... 37
Events of Early Termination. This Contract may be terminated early and the Company may be dissolved, upon the occurrence of any of the following events:
23.1.1 the Company has incurred heavy losses for five (5) consecutive years, and is unable to continue operations (for purposes of this Article the term “heavy losses” shall mean that the accumulated losses of the Company have reached fifty percent (50%) or more of the value of the net assets of the Company);
