Special GBB Rights of Termination Sample Clauses

Special GBB Rights of Termination. 50 ARTICLE XV MISCELLANEOUS................................................................... 50 ------------- 15.1 Expenses........................................................................ 50 15.2 Competing Transaction Fee....................................................... 51 15.3 Notices......................................................................... 51
Sample 1
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Special GBB Rights of Termination. PRB shall deliver to GBB all --------------------------------- remaining PRB Lists or portions thereof not heretofore delivered to GBB as promptly as practicable after the date hereof and in no event more than ten (10) days after the date hereof. In recognition of the fact that PRB, as of the date hereof, may not have, as of the date hereof, delivered to GBB all of the PRB Lists or all portions thereof, in addition to GBB's other termination rights herein, GBB shall have the following right (the "Special Termination Right"): at any time after the date of this Agreement through and including the date that is five (5) days after delivery by PRB to GBB of all remaining PRB Lists or portions thereof, in form and detail of presentation reasonably satisfactory to GBB, GBB shall be entitled to terminate this Agreement if GBB shall identify any circumstance which, in the reasonable business judgment of the Board of Directors of GBB, acting in good faith and with due regard for principles of fair dealing, could (x) materially and adversely impact the reasonably expected financial or business benefits to GBB of the transactions contemplated by this Agreement; (y) be inconsistent in any material and adverse respect with any of the representations or warranties of PRB or the Shareholder contained in this Agreement; or (z) deviate materially and adversely from PRB's financial statements for the year or quarter ended December 31, 1997. GBB shall exercise the Special Termination Right by written notice to PRB and the Shareholder.
Sample 1

Related to Special GBB Rights of Termination

  • Rights of Termination Without limiting any of the other provisions of this Agreement, the Agent will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the Purchasers, its obligations under this Agreement by giving written notice to the Corporation at any time prior to the Closing Time if, after the date hereof and at any time prior to the Closing:

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

  • Effects of Termination In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

  • Expenses of Termination The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer), the Trustee and the Depositor for all reasonable expenses incurred by the Master Servicer (or such designee), the Trustee or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer, the Trustee or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

  • Right of Termination This Agreement may be terminated at any time at or prior to the Closing:

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • Event of Termination As soon as reasonably practicable and in any event within two (2) Business Days after any Responsible Officer of the Borrower obtains knowledge of the occurrence of each Event of Termination or Incipient Event of Termination (if such Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Borrower setting forth the details of such Event of Termination or Incipient Event of Termination and the action which the Borrower is taking or proposes to take with respect thereto.

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

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