Grounds for Termination After Closing Sample Clauses

Grounds for Termination After Closing. This Agreement shall be terminated at any after the Closing: a. by mutual written agreement of NMI or BCMI; or b. by either NMI or BCMI if there has been a material breach by the other party of any representation, warranty, covenant or agreement contained in this Agreement or any other Transaction Document and such breach is not cured within 15 days after written notice of such breach is given by such terminating party to the other party.
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Grounds for Termination After Closing. This Agreement shall be terminated at any time after the Closing: (a) by mutual written agreement of FUMIC and Arkansas; or (b) automatically upon the effective date of the termination of the Amended and Restated Reinsurance Pooling Agreement or the participation by Arkansas in the Amended and Restated Reinsurance Pooling Agreement.
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Grounds for Termination After Closing. With written notice to the non- terminating Party (as applicable), accompanied by a copy of a resolution of the terminating Party’s board of directors authorizing the termination this Agreement, may be terminated at any time after the Closing as follows: (a) By written notice to the non-terminating Party (as applicable), this Agreement may be terminated at any time after to the Closing by: (i) Mutual written agreement of Rural and Badger. (ii) Either Party, upon the termination of the Reinsurance Agreement. (iii) Either Party, if there has been a material breach by the other Party of any covenant, or agreement contained in this Agreement, the Management Agreement or the Reinsurance Agreement and the breach is not curable or, if curable, is not cured within 15 days after written notice of such breach is given by the terminating Party to the other Party. (iv) Either Party if the other Party is subject to a liquidation proceeding initiated by the OCI pursuant to Wis. Stat. § 645.41. (b) After the Closing, this Agreement may be terminated by Rural by written notice to Xxxxxx: (i) in the event that the Rural-Appointed Directors no longer make up eight (8) of the eleven (11) seats on the Badger Board; (ii) in the event that any Rural-Appointed Directors are removed from office at any time (other than for fraud or willful misconduct); (iii) in the event that any Rural-Appointed Directors who are up for re-election fail to be elected or reappointed; or (iv) in the event that the number of seats on the Badger Board is increased or decreased without Rural’s prior written approval (each of (i)-(iv), a “Rural Termination Event”). Notwithstanding the foregoing, Rural shall have no right to terminate the Agreement pursuant to this Section 8.3(b) if such Rural Termination Event was caused by Rural’s or the Rural-Appointed Directors’ commission or omission, including, but not limited to: (i) Rural or the Rural-Appointed Directors’ failure to nominate or appoint, or cause the nomination or appointment of, the Rural- Appointed Directors; (ii) removal of a Rural-Appointed Director by Rural or the Rural-Appointed Directors; or (iii) failure of the Rural-Appointed Directors to use their votes on the Badger Board or any Board committee in a manner to ensure that there are eight (8) Rural-Appointed Directors at all times (e.g., promptly replacing a Rural-Appointed Director after the resignation, removal, death or disability of such Rural-Appointed Director). Upon the occurrence ...
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Related to Grounds for Termination After Closing

  • Grounds for Termination This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written agreement of Albertson’s and Buyer; (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

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