Releases and Terminations. (a) On or prior to the 45th day following the Closing Date, the Borrower shall have caused Old Anchor to execute and file releases and terminations of any and all Liens, other than Existing Liens, encumbering all assets purchased by the Borrower pursuant to the Acquisition Documents necessary to satisfy paragraph 31 of the Sale Order. (b) On or prior to the 60th day following the Closing Date, the Borrower shall deliver to the Agent (at the Borrower's own cost) copies of Request for Information or Copies (form UCC-11), or equivalent reports verifying that all the releases and terminations described in Section 7.16(a) shall have been properly recorded and filed.

Releases and Terminations. Effective as of the Fifth Amendment Effective Date (as defined below), (i) all mortgages, Liens, pledges, assignments and security interests in or on the Collateral (as defined in the Existing Credit Agreement) granted to the Collateral Agent for the benefit of the Secured Parties (each such term as defined in the Existing Credit Agreement) securing the Obligations pursuant to any Loan Paper (as defined in the Existing Credit Agreement) existing immediately prior to the Fifth Amendment Effective Date (collectively, the “Released Collateral”) shall be automatically released with no further action required by any party; provided that notwithstanding anything herein or in any Loan Paper to the contrary, the foregoing release of the mortgages, Liens, pledges, assignments or security interests granted to the Collateral Agent for the benefit of the Secured Parties (as each such term is defined in the Existing Credit Agreement) pursuant to the Loan Papers (as defined in the Existing Credit Agreement) is solely in connection with the Obligations owed under the Credit Agreement and Loan Papers and not any other mortgages, Liens, pledges, assignments or security interests at any time granted by the Company or any of its Subsidiaries in favor of JPMorgan Chase Bank, N.A. or any of its affiliates pursuant to any other document that was not a Loan Paper (as defined in the Existing Agreement), and (ii) each of the Aircraft Mortgages and the Mortgaged Aircraft Operating Agreement (as such terms are defined in the Existing Credit Agreement) and each other Loan Paper providing (or purporting to provide) for the grant of a mortgage, Lien, pledge, assignment or security interest in any of the Released Collateral existing immediately prior to the Fifth Amendment Effective Date securing the Obligations are hereby terminated, and all such security interests created thereby are hereby released and discharged.

Releases and Terminations. (a) (i) Dr. Comité, on behalf of herself, and all of her successors, heirs, assigns, benefit plans, plan trustees and plan administrators, past and present, and their attorneys, and all persons acting by, through, under or in concert with them or any of them and affiliated and/or associated companies, corporations, partnerships and organizations and all of their present and former employees, officers, directors, shareholders, partners, owners, agents, attorneys, assigns, representatives, contractors, contract employees, and each of them (the “Comité Parties”), do hereby finally, fully, and forever release and discharge the Company and its subsidiaries, affiliates, predecessors, successors, agents, representatives, officers, directors, employees, shareholders, insurers, heirs, assigns, benefit plans, plan trustees and plan administrators, past and present, and their attorneys, and all persons acting by, through, under or in concert with them or any of them (the “Company Parties”) from any and all causes of action, claims, suits, debts, liens, contracts, liabilities, agreements, costs, or demands for expenses or losses of any type, known or unknown (“Claims”), arising out of or relating to the Consulting Agreement, including without limitation any and all Claims made or raised or which could have been asserted by the Comité Parties. (ii) The Company, on behalf of itself and each of the Company Parties, does hereby finally, fully, and forever release and discharge the Comité Parties from any and all Claims arising out of or relating to the Consulting Agreement, including without limitation any and all Claims made or raised or which could have been asserted by the Company Parties. (b) The Parties expressly waive the provisions of Section 1542 of the California Civil Code which provides as follows: (c) Each Party hereby represents and warrants to and agrees with the other Party that such Party is the sole and lawful owner of all right, title, and interest in and to every Claim and every matter that such Party purports to release, and that such Party has not heretofore assigned or transferred, or purported or attempted to assign or transfer to any person, or entity, any Claims or other matters herein released. (i) Dr. Comité shall indemnify, defend and hold harmless each of the Company Parties from and against, and reimburse each of the Company Parties for any and all future Claims against such Company Parties arising out of or relating to such assignment or tra...

Releases and Terminations. Upon the effectiveness of this Amendment pursuant to Section 5 below, the Agent and the Lenders hereby acknowledge and agree that each of Edelman Shoe, Inc., Caleres International Corporation (f/k/a Xxxxx Shoe International Corp.) and Xxxxxx Xxxxx & Co. (collectively, the “Released Borrowers”) shall be automatically released from their obligations and liabilities as Borrowers and Facility Guarantors under the Credit Agreement and the other Loan Documents without further action by any party hereto, and Caleres Canada (the “Released Guarantor”, and together with the Released Borrowers, individually, a “Released Loan Party”, and collectively, the “Released Loan Parties”) shall be automatically released from its obligations and liabilities as a Facility Guarantor under the Credit Agreement and the other Loan Documents without further action by any party hereto, and all liens, mortgages or charges upon, and security interests in, each Released Loan Party’s assets which have been granted as collateral to or in favor of the Agent under the Loan Documents shall automatically be deemed released, discharged and terminated without further action from any party, and the Loan Documents shall each be deemed amended to remove all references to the Released Loan Parties. The Borrowers or their designees (including, without limitation, the Agent) are authorized to file, register and/or record all collateral releases, termination statements (including all UCC termination statements and PPSA termination statements), security interest terminations and other terminations, releases or documents (including control agreement amendments) with the appropriate filing offices or recorder’s offices, as applicable, as may be necessary to release any security interests and liens held by the Agent in and to any of the Released Loan Parties’ assets which have been granted as collateral to the Agent or to effectuate, or reflect of public record, the release and discharge of any such security interests and liens as contemplated herein, and the Agent agrees to promptly execute any such documents. The Agent agrees, at the Lead Borrower’s expense, to execute such amendments to control agreements and other documents as are necessary or appropriate to effectuate such release, such amendments and documents to be in form and substance reasonably satisfactory to the Agent.

Releases and Terminations. Effective as of the Effective Time and subject to the satisfaction or waiver of the conditions contained in Section 1 hereof: (i) FFCA and ARHC, ARDC and AROC agree to deliver to each other appropriate instruments (a separate instrument for each of the Sites and one instrument for all of the Sites (other than with respect to the Retained Restaurants Loans and the ARHC Retained Loans)) in a form reasonably satisfactory to FFCA and ARHC, ARDC and AROC, effecting the Releases and the release of FFCA from all obligations to ARHC, ARDC and AROC under the Loan Documents which arise or accrue from and after the date of the RTM Closing; (ii) FFCA and ARHC agree that, upon receipt of evidence reasonably satisfactory to FFCA that all necessary landlord consents required to transfer to RTMOC the Assets comprising a Retained Restaurant have been obtained, to execute and deliver to each other appropriate instruments for each of the subject Sites in a form reasonably satisfactory to FFCA and ARHC releasing each other from their respective obligations under the promissory notes and the other Loan Documents relating to such Retained Restaurant Loan which arise or accrue from and after the date of such transfer (except that ARHC shall not be released from any payment obligation under the Loan Documents pertaining to such Retained Restaurant Loan that arose or accrued and was due and payable prior to the date of such transfer and any obligations under such Loan Documents in respect of third party claims that are based on facts and circumstances occurring prior to the date of such transfer; (iii) FFCA agrees that upon the consummation of the Assignments and Assumptions, and the execution and delivery by RTMOC and Arby's of license agreements as provided in Section 5.12 of the RTM Purchase Agreement (the "New Licenses") and the satisfaction or waiver of all of the conditions specified in Section 1, the ARHC License Agreements and the ARDC License Agreements (other than with respect to the Retained Restaurants) shall be terminated and cancelled and be of no further force or effect (the "License Agreement Termination") and the Collateral Assignments (other than with respect to the Retained Restaurants, until such time as such Retained Restaurant is transferred to RTMOC as contemplated herein) shall be terminated and cancelled and be of no further force and effect; (iv) FFCA agrees that upon the consummation of the Assignments and Assumptions and the satisfaction or waiver of al...

Related to Releases and Terminations

Release and Termination (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.
Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.
Assignment and Termination This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required.
Modification and Termination No agreement to modify, amend, extend, supersede, terminate, or discharge this Settlement Agreement, or any portion thereof, is valid or enforceable unless it is in writing and signed by all Parties to this Settlement Agreement.
Resignation and Termination An Authenticating Agent may resign by notifying the Indenture Trustee and the Owner Trustee. The Indenture Trustee may terminate the agency of an Authenticating Agent by notifying the Authenticating Agent and the Owner Trustee.
Disposition and Termination The Escrow Agent shall deliver the Fund as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.
Discharge and Termination If agreed in Part V of the Schedule, any Call or any Put written by a Party will automatically be discharged and terminated, in whole or in part, as applicable, against a Call or a Put, respectively, written by the other Party, such discharge and termination to occur automatically upon the payment in full of the last Premium payable in respect of such Options; provided that such discharge and termination may only occur in respect of Options: (i) each being with respect to the same Put Currency and the same Call Currency; (ii) each having the same Expiration Date and Expiration Time; (iii) each being of the same style, i.e. either both being American Style Options or both being European Style Options; (iv) each having the same Strike Price; (v) each being transacted by the same pair of Designated Offices of Buyer and Seller; and (vi) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such discharge and termination, neither Party shall have any further obligation to the other Party in respect of the relevant Options or, as the case may be, parts thereof so discharged and terminated. Such discharge and termination shall be effective notwithstanding that either Party may fail to record such discharge and termination in its books. In the case of a partial discharge and termination (i.e., where the relevant Options are for different amounts of the Currency Pair), the remaining portion of the Option which is partially discharged and terminated shall continue to be an Option for all purposes of the Agreement, including this Section 4.1.
Duration and Termination of Agreement; Amendments (a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2001 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. (c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.
COMMENCEMENT AND TERMINATION 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2 This Agreement shall terminate without penalty: a. As to any Participating Fund, at the option of Insurance Company or the Participating Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the respective Participating Fund and Insurance Company; b. As to any Participating Fund, at the option of Insurance Company, if shares of that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Participating Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period; c. As to a Participating Fund, at the option of Insurance Company, upon the institution of formal proceedings against that Participating Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair that Participating Fund's ability to meet and perform the Participating Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice; d. As to a Participating Fund, at the option of each Participating Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Participating Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by such Participating Fund with said termination to be effective upon receipt of notice; e. As to a Participating Fund, at the option of that Participating Fund, if the Participating Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of that Participating Fund or Dreyfus, such Participating Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Participating Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; f. As to a Participating Fund, upon termination of the Investment Advisory Agreement between that Participating Fund and Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Participating Fund investment adviser. Such Participating Fund shall promptly furnish notice of such termination to Insurance Company; g. As to a Participating Fund, in the event that Participating Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately as to that Participating Fund only upon such occurrence without notice; h. At the option of a Participating Fund upon a determination by its Board in good faith that it is no longer advisable and in the best interests of shareholders of that Participating Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by such Participating Fund to Insurance Company of such termination; i. At the option of a Participating Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if such Participating Fund reasonably believes that the Contracts may fail to so qualify; j. At the option of any party to this Agreement, upon another party's breach of any material provision of this Agreement; k. At the option of a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or l. Upon assignment of this Agreement, unless made with the written consent of every other non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, each Participating Fund and Dreyfus may, at the option of the Participating Fund, continue to make available additional shares of that Participating Fund for as long as the Participating Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if that Participating Fund and Dreyfus so elect to make additional Participating Fund shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in that Participating Fund, redeem investments in that Participating Fund and/or invest in that Participating Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, such Participating Fund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and that Participating Fund will continue to make that Participating Fund's shares available after such termination. If such Participating Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either of that Participating Fund or Insurance Company may terminate the Agreement as to that Participating Fund, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Participating Fund, need not be for more than six months. 10.4 Termination of this Agreement as to any one Participating Fund shall not be deemed a termination as to any other Participating Fund unless Insurance Company or such other Participating Fund, as the case may be, terminates this Agreement as to such other Participating Fund in accordance with this Article X.
DURATION, MODIFICATION AND TERMINATION A. Effective Date The effective date of this agreement is March 15, 2023, provided that VA reported the proposal to re-establish this matching program to the Congressional committees of jurisdiction and OMB in accordance with 5 U.S.C. § 552a(o)(2)(A) and OMB Circular A-108 (December 23, 2016), and VA published notice of the matching program in the Federal Register in accordance with 5 U.S.C. § 552a(e)(12). B. Duration This agreement will be in effect for a period of 18 months. X. Xxxxxxx The Data Integrity Boards (DIB) of VA and SSA may, within 3 months prior to the expiration of this agreement, renew this agreement for a period not to exceed 12 months if VA and SSA can certify to their DIBs that: 1. The matching program will be conducted without change; and 2. VA and SSA have conducted the matching program in compliance with the original agreement. If either party does not want to continue this program, it must notify the other party of its intention not to continue at least 90 days before the end of the period of the agreement.

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