Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of: (i) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically to terminate Executive’s employment by the Company; (ii) the termination by the Executive or the Company of the Executive’s employment by the Company; or (iii) the end of the last day (the “Expiration Date”) of: (1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or (2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 9 contracts
Samples: Change in Control Agreement (Quanex Building Products CORP), Change in Control Agreement (Quanex Building Products CORP), Change in Control Agreement (Quanex Building Products CORP)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of:
(i) the ExecutiveEmployee’s death death, the Employee’s Disability or the ExecutiveEmployee’s DisabilityRetirement, which events shall also be deemed automatically to terminate Executivethe Employee’s employment by the Company;
(ii) the termination by the Executive Employee or the Company of the ExecutiveEmployee’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1x) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2y) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the threetwo-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive Employee at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive Employee at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive Employee or the ExecutiveEmployee’s legal representatives to enforce the payment of any amount or other benefit to which the Executive Employee was entitled before the expiration of the term of this Agreement or to which the Executive Employee became entitled as a result of the event (including the termination, whether by the Executive Employee or the Company or automatically as provided in this Section 3, of the ExecutiveEmployee’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 6 contracts
Samples: Change in Control Agreement (Patterson Uti Energy Inc), Change in Control Agreement (Patterson Uti Energy Inc), Change in Control Agreement (Patterson Uti Energy Inc)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of:
(i) the ExecutiveEmployee’s death death, the Employee’s Disability or the ExecutiveEmployee’s DisabilityRetirement, which events shall also be deemed automatically to terminate Executivethe Employee’s employment by the Company;
(ii) the termination by the Executive Employee or the Company of the ExecutiveEmployee’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1x) the three-year period beginning on the Effective Date and ending on January 29, 2008 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2y) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date and ending on January 29, 2008 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the threetwo-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive Employee at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive Employee at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive Employee or the ExecutiveEmployee’s legal representatives to enforce the payment of any amount or other benefit to which the Executive Employee was entitled before the expiration of the term of this Agreement or to which the Executive Employee became entitled as a result of the event (including the termination, whether by the Executive Employee or the Company or automatically as provided in this Section 3, of the ExecutiveEmployee’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 2 contracts
Samples: Change in Control Agreement (Patterson Uti Energy Inc), Change in Control Agreement (Patterson Uti Energy Inc)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 31, shall expire on the first to occur of:
(i) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically to terminate Executive’s employment by the Company;
(ii) the termination by the Executive or the Company of the Executive’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1) of the three24-year month period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 31); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 31, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 2 contracts
Samples: Severance Agreement (Quanex Building Products CORP), Waiver and Release Agreement (Quanex Corp)
Term of this Agreement. The term A. This Agreement shall become effective upon execution by both Parties. Orders for Work issued pursuant to this Agreement shall become effective and binding upon Contractor upon the earlier to occur of (i) Contractor’s express written acceptance or (ii) Contractor’s provision of Work to Company.
B. This Agreement and any associated orders for Work shall remain in full force and effect until terminated by either Party by giving the other Party thirty (30) days written notice of termination, provided, however, that Contractor shall not be entitled to terminate this Agreement and any associated orders for Work during any period when there are any ongoing Work order(s) that have not been fully completed or fulfilled by Contractor, unless: (i) Company is in material breach of this Agreement, (ii) Contractor has provided ten (10) days written notice of such material breach to Company and (iii) Company fails to cure such material breach within ten (10) days of the receipt of Contractor’s notice. In the event of termination of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur ofor any associated order for Work:
(i) neither Party shall be relieved of its respective obligations and liabilities arising from or incident to Work performed prior to the Executive’s death date of such termination or the Executive’s Disability, which events shall also be deemed automatically to terminate Executive’s employment being performed under an order for Work not so terminated by the CompanyParties. Notwithstanding the foregoing, in no event shall Contractor be obligated to continue Work when it has reason to suspect that Company is unwilling or unable to pay;
(ii) the termination in addition to any amounts recoverable pursuant to Paragraph 3(D), Company shall pay all monies due for that part of Work performed prior to such termination, plus reasonable costs actually incurred or committed to by the Executive Contractor (such as costs which are not cancelable or the recoverable or for specially engineered or manufactured equipment) and demobilization costs, if applicable. Company shall pay all such amounts within forty-five (45) days of the Executiveits receipt of Contractor’s employment by the Companyinvoice without abatement, reduction or set-off of any nature, including, without limitation, any abatement, reduction or set off thereof arising out of any present or future claim Company may have against Contractor; orand
(iii) all rights and obligations hereunder or thereunder, as applicable, shall terminate, and neither Party shall have any further obligation or liability to the end other Party hereunder or thereunder, as applicable, except for liabilities that accrue or are incurred prior to or upon termination and any other rights, obligations, or liabilities that expressly or logically survive termination of the last day (the “Expiration Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives applicable order for Work, including without limitation those with respect to enforce the payment payment, taxes, insurance, indemnification, waiver of any amount or other benefit to which the Executive was entitled before the expiration consequential damages, warranty, limitations of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expireliability and confidentiality.
Appears in 2 contracts
Samples: Master Services Agreement (Exterran Corp), Master Services Agreement (Exterran Corp)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 31, shall expire on the first to occur of:
(i) the Executive’s death Employee's death, the Employee's Disability (as determined in accordance with the Company's disability policy at the time in effect) or the Executive’s DisabilityEmployee's Retirement (in accordance with the Company's retirement policy at the time in effect), which events shall also be deemed automatically to terminate Executive’s Employee's employment by the Company;
(ii) the termination by the Executive or the Company Employee of the Executive’s Employee's employment by the Company; or
(iii) the end date immediately preceding the first anniversary of the last day (the “Expiration Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3"Expiration Date") if no Change Termination without Cause (as defined in Control of the Company Section 3 hereof) shall have occurred during that threeone-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3extended); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, sentence and (ii) the Company shall not have given notice to the Executive Employee at least ninety (90) 30 days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive Employee at least ninety (90) 30 days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 2 contracts
Samples: Severance Agreement (Lifecell Corp), Severance Agreement (Lifecell Corp)
Term of this Agreement. The term 4.1 This Agreement shall commence on the Closing Date and end on the Program Expiry Date. For the purposes of this Agreement and the Receivables Purchase Agreements, the parties agree that there shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur ofbe two periods:
(i) the Executive’s death or the Executive’s DisabilityReplenishment Period, which events shall also be deemed automatically to terminate Executive’s employment by commences on the Company;Closing Date and ends on the Commitment Expiry Date (excluded); and
(ii) the termination by Amortisation Period, which commences on the Executive or Commitment Expiry Date and ends on the Company of Program Expiry Date.
4.2 The parties expressly agree that, in the Executive’s employment by event that there are any Sold Receivables outstanding on the Company; or
(iii) the end of the last day (the “Expiration Program Expiry Date”) of:
(1a) until such time as (i) any sums due under the Master Senior Deposit Agreement have been paid, or (ii) the three-year period beginning Centralising Unit, acting in the name and on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control behalf of the Company shall have occurred during that three-year period (or any period for which Sellers, has repurchased all such Sold Receivables from the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); orPurchaser:
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement Centralising Unit shall not have expired as make a result of payment to the occurrence of one of Purchaser for an amount equal to any collections actually received by the events described Sellers arising in clause (i) or (ii) of the immediately preceding sentence, and relation to those Sold Receivables which are outstanding; and
(ii) the Company shall not have given notice Conformity Warranties set out in Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables) and the relevant Seller’s covenants in relation to the Executive Sold Receivables as set out in Articles 12 (General Covenants), 16 (Order of Priority during the Amortisation Period), 21 (Collection of Sold Receivables), 23 (Application of Payments and Payments of collections), 24 (Renegotiation), and 25 (Representation Mandate) shall remain in force ;
(b) thereafter, up to an amount equal to any portion of the Complementary Deposit and/or the Subordinated Deposit that was not reimbursed on the Program Expiry Date plus any Deferred Purchase Price that remained outstanding on such date, any Adjusted Collections shall be refunded to the Centralising Unit. In any event, the parties expressly agree that, even after the Program Expiry Date, the provisions set out in Articles 14 (Taxes), 15 (Changes in Circumstances), 29 (Fees and expenses), 31 (Confidentiality), 33 (Exercise of Rights – Recourse- Non Petition), 36 (Indemnities), 41 (Governing law – Jurisdiction) shall remain in force.
4.3 The Centralising Unit, acting in the name and on behalf of the Sellers, may, upon written notice given to the Purchaser at least ninety nine (909) days Business Days before a Funded Settlement Date during the Expiration Date that Amortisation Period or at any time after the term of this Agreement will expire on the Expiration Program Expiry Date, then offer to repurchase all outstanding Sold Receivables from the term Purchaser, at a price equal to the nominal value of this Agreement such Sold Receivables or such other price as the parties may agree. Such purchase price shall be automatically extended for successive one-year periods (applied towards the first such period to begin on payments and in the day immediately following the Expiration Date) unless the Company shall have given notice order specified in Article 16 and, to the Executive at least ninety (90) days before extent applicable, shall be set off against any amounts due to the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided Centralising Unit in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expireaccordance with said Article 16.
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of:
(i) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically to terminate Executive’s employment by the Company;
(ii) the termination by the Executive or the Company of the Executive’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1x) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2y) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Term of this Agreement. The term 4.1 This Agreement shall commence on the date hereof and end on the Program Expiry Date. For the purposes of this Agreement and the Receivables Purchase Agreements, the parties agree that there shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur ofbe two periods:
(i) the Executive’s death or the Executive’s DisabilityReplenishment Period, which events shall also be deemed automatically to terminate Executive’s employment by commences on the Company;date hereof and ends on the Commitment Expiry Date (excluded); and
(ii) the termination by Amortisation Period, which commences on the Executive or Commitment Expiry Date and ends on the Company of Program Expiry Date.
4.2 The parties expressly agree that, in the Executive’s employment by event that there are any Sold Receivables outstanding on the Company; or
(iii) the end of the last day (the “Expiration Program Expiry Date”) of:
(1a) until such time as (i) any sums due under the Master Senior Deposit Agreement have been paid, or (ii) the three-year period beginning Centralising Unit, acting in the name and on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control behalf of the Company shall have occurred during that three-year period (or any period for which Sellers, has repurchased all such Sold Receivables from the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); orPurchaser:
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement Centralising Unit shall not have expired as make a result of payment to the occurrence of one of Purchaser for an amount equal to any collections actually received by the events described Sellers arising in clause (i) or (ii) of the immediately preceding sentence, and relation to those Sold Receivables which are outstanding; and
(ii) the Company shall not have given notice Conformity Warranties set out in Article 19 (Conformity Warranties for Purchasable Receivables) and the relevant Seller's covenants in relation to the Executive at least ninety Sold Receivables as set out in Articles 12 (90General Covenants), 16 (Order of Priority during the Amortisation Period), 21 (Collection of Sold Receivables), 23 (Application of Payments and Payments of collections), 24 (Renegotiation), and 25 (Representation Mandate) days before shall remain in force ;
(b) thereafter, up to an amount equal to any portion of the Expiration Date Complementary Deposit and/or the Subordinated Deposit that the term of this Agreement will expire was not reimbursed on the Expiration Program Expiry Date plus any Deferred Purchase Price that remained outstanding on such date, any Adjusted Collections shall be refunded to the Centralising Unit. In any event, the parties expressly agree that, even after the Program Expiry Date, then the term provisions set out in Articles 14 (Taxes), 15 (Changes in Circumstances), 29 (Fees and expenses), 31 (Confidentiality), 33 (Exercise of this Agreement Rights - Recourse- Non Petition), 36 (Indemnities), 40 (Governing law - Jurisdiction) shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided remain in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expireforce.
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Term of this Agreement. The term of this A. This Agreement shall begin is effective at 12:01 a.m. New York City time on the Effective Date and, unless automatically extended pursuant to and shall remain in force until the second sentence of this Section 3, shall expire on the first to occur earliest of:
(i) 1. The date on which all Reinsured Liabilities expire or are extinguished in accordance with the Executive’s death or terms and conditions as well as the Executive’s Disability, which events shall also be deemed automatically Applicable Law that apply to terminate Executive’s employment by the CompanySubject Business;
(ii) the termination by the Executive or the Company of the Executive’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the . The date on which the last Change in Control Aggregate Limit hereunder is exhausted; or
3. The effective date of the Company occurred. If (i) the term commutation of this Agreement in accordance with Article 5(B).
B. The Company shall have the right, but not have expired as a result of the obligation, upon not less than three (3) Business Days’ prior written Notice to the Reinsurer, to commute the Subject Business upon the occurrence of one any of the events described in clause following (i) or (ii) “Commutation Events”):
1. at any time with the agreement of the immediately preceding sentenceReinsurer;
2. as may be required by the Company as provided in paragraph K of the Collateral and Premium Adjustment Article;
3. upon any material breach of the terms, conditions, provisions, representations or warranties of this Agreement or the Services Agreement by the Reinsurer, which breach is not cured within thirty (30) days following the Company’s written Notice to the Reinsurer of such breach, which Notice shall in reasonable detail describe the nature of such breach, or, if such breach shall not be reasonably susceptible to cure within such thirty (30) day period, such additional reasonable time as necessary to cure such breach not exceeding an additional thirty (30) days (unless agreed between the Parties otherwise in writing);
4. if the Reinsurer becomes insolvent, makes an assignment for the benefit of creditors or becomes the subject of any voluntary or involuntary supervision, conservation, rehabilitation, liquidation or other similar proceeding;
5. if the Reinsurer becomes merged with, acquired by or relinquishes control of itself to any other non-affiliated company, corporation or individual (for the avoidance of doubt, the Parties do not intend that this applies to the existing shareholders of the Reinsurer’s parent company as of the Effective Date);
6. if the Reinsurer has its authority to transact any relevant classes of reinsurance or insurance withdrawn or suspended;
7. if any applicable statutory regulations restrict or prohibit the Reinsurer’s performance of any or all of its material obligations under this Agreement, or 8. following any termination of the Service Agreement for Cause. Any Notice of commutation provided by the Company pursuant to this Section 5(B) shall state the effective date and time of the commutation (ii) the “Commutation Effective Time”). In the event this Agreement is commuted, the Company shall prepare a settlement statement (the “Commutation Settlement Statement”) setting forth the settlement amount for the commutation (the “Commutation Amount”) within thirty (30) Business Days of the Commutation Effective Time. Within ten (10) Business Days of receipt by the Reinsurer of the Commutation Settlement Statement, the Reinsurer may elect to dispute the calculation of the Commutation Amount. If the Reinsurer does not have given notice elect to dispute the calculation of the Commutation Amount set forth in the Commutation Settlement Statement, the Commutation Amount shall be final and binding on the Parties. In the event that the Reinsurer elects to dispute the calculation of the Commutation Amount set forth in the Commutation Settlement Statement, the Parties shall retain the Independent Actuarial Firm to review such calculation within fifteen (15) Business Days of any Notice of intent to dispute the Commutation Amount. The Parties shall direct such Independent Actuarial Firm to review the calculation of the Commutation Amount in the Commutation Settlement Statement, and based on such review, to confirm its agreement with the Commutation Settlement Statement or to provide any proposed changes to the Executive at least ninety Commutation Settlement Statement and the Commutation Amount set forth therein to the Parties no later than thirty (9030) days before Business Days from its receipt of the Expiration Date that Commutation Settlement Statement and all information necessary to complete such review as determined by the term Independent Actuarial Firm. Each Party shall provide its proposed Commutation Amount to the Independent Actuarial Firm. Each Party shall use commercially reasonable efforts to furnish to the Independent Actuarial Firm such work papers, books, records and documents and other information pertaining to the Commutation Amount as the Independent Actuarial Firm may request. Any such determination of the Independent Actuarial Firm, which shall include the Independent Actuarial Firm’s determination of the Commutation Amount, shall be considered final and binding on the Parties. The Party whose proposed Commutation Amount is closer to the Independent Actuarial Firm’s determination of the Commutation Amount has no responsibility for the costs and expenses of the Independent Actuarial Firm. All costs and expenses of the Independent Actuarial Firm shall be borne by the Party whose Proposed Commutation Amount has greater difference from the Independent Actuarial Firm’s determination of the Commutation Amount.
C. In the event this Agreement will expire on is commuted in accordance with paragraph B above, the Expiration DateCompany shall withdraw cash from the Funded Accounts equal to the Commutation Amount, then and, to the term extent the Commutation Amount exceeds the balance therein, the Reinsurer shall pay any shortfall directly to the Company within thirty (30) Business Days of this its receipt of the Commutation Settlement Statement or the final review report from the Independent Actuarial Firm, whichever date is later. After the effective date of any such commutation, the outstanding liabilities for the Subject Business shall be transferred back to the Company or as otherwise mutually agreed, and the Services Agreement shall be automatically extended terminated (unless already previously terminated for successive one-year periods (the first such period Cause).
D. Following a commutation pursuant to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce Article, including the payment of any amount or valid amounts due under such commutation, both the Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement, other benefit than any payment obligations due hereunder prior to which the Executive was entitled before commutation date but still unpaid on such date.
E. For so long as this Agreement remains in effect, the expiration Parties agree that (1) upon any termination of the term Services Agreement other than termination for Cause, the Company and the Reinsurer shall each be liable for half of this Agreement or all costs, fees and expenses incurred in connection with the transition to, and use and activities of, all providers reasonably necessary to which replace Services under the Executive became entitled as a result Services Agreement; and (2) upon any termination of the event Services Agreement for Cause, the Reinsurer shall be solely liable for all costs, fees and expenses incurred in connection with the transition to, and use and activities of, all providers reasonably necessary to replace the Services provided under the Service Agreement, and in the case of both of the foregoing clauses (including 1) and (2), the terminationReinsurer shall, whether by at the Executive or election of the Company, reimburse the Company and its respective Affiliates, no less frequently than monthly for such costs, fees and expenses (or, in the case of clause (1), the Reinsurer’s proportionate share of such costs, fees and expenses) or automatically pay the replacement service providers directly, at such intervals as provided in this Section 3are required by such service providers, for such costs, fees and expenses; provided, that the Reinsurer shall only be liable for such costs, fees and expenses to the extent it has consented to the use of the Executive’s employment by the Company) that caused the term of this Agreement such replacement service provider (such consent to expirenot be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Term of this Agreement. The term (A) Subject to Subsection 2.15(B), this Agreement shall be effective until the Termination Date (the period during which this Agreement is effective being the "Term") and shall terminate on the Termination Date; provided, however, that the Required Lenders shall retain the right to terminate this Agreement at any time upon the occurrence and during the continuance of a Default; and further provided, however, that (i) all of Agent's and each Lender's rights and remedies under this Agreement and the other Financing Agreements and (ii) all of Agent's and each Lender's security interests shall survive such termination until all of the Liabilities have been fully paid and satisfied and all Letters of Credit have expired, been cancelled or terminated. Upon the effective date of termination of this Agreement shall begin on the Effective Date and, unless automatically extended (including without limitation any termination pursuant to Subsection 2.21(E)), all of the second sentence Liabilities shall become immediately due and payable without notice or demand. Notwithstanding any termination, until all of the Liabilities shall have been fully paid and satisfied, all financing arrangements between each Borrower and Agent and Lenders shall have been terminated and all Letters of Credit shall have expired, been cancelled or terminated, all of Agent's and each Lender's rights and remedies under this Section 3Agreement and the other Financing Agreements shall survive, Agent shall expire on be entitled to retain its security interest in and to all existing and future Collateral, and each Borrower shall continue to remit collections of Accounts and proceeds as provided herein.
(B) The Termination Date in effect from time to time may be extended for additional periods of one year respectively (but in no event may the Termination Date be extended to a date after March 31, 2005, and if the last day of such period is not a Business Day, the new Termination Date shall be the first preceding day that is a Business Day), by a written notice executed by Agent and each Lender (an "Extension Letter") and delivered to occur of:
the Borrowers between the 90th and 60th day immediately prior to the Termination Date then in existence stating that the Termination Date has been extended and setting forth the new Termination Date, but Agent and the Lenders shall give such notice only if Agent and the Lenders have received written notice from the Borrowers between the 150th and 90th day prior to the Termination Date then in existence requesting such an extension; provided, further, that (i) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically prior to terminate Executive’s employment by the Company;
(ii) the termination by the Executive or the Company any extension of the Executive’s employment by the Company; or
(iii) the end of the last day (the “Expiration Termination Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement , Agent and each Lender shall have been automatically extended pursuant to received from the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3)Borrowers all instruments, the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired agreements, certificates, legal opinions and other documents and matters as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentenceAgent may request, and (ii) the Company shall Termination Date may not have given notice be extended if any Lender in its sole discretion determines not to agree to extend the Executive at least ninety (90) days before the Expiration Date Termination Date. Each Borrower acknowledges that the term of this Agreement will expire there is no commitment on the Expiration part of Agent or any Lender to extend the Termination Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Samples: Loan and Security Agreement (Abc Rail Products Corp)
Term of this Agreement. The term (A) Subject to Subsection 2.15(B), this Agreement shall be effective until the Termination Date (the period during which this Agreement is effective being the "Term") and shall terminate on the Termination Date; provided, however, that the Required Lenders shall retain the right to terminate this Agreement at any time upon the occurrence and during the continuance of a Default; and further provided, however, that (i) all of Agent's and each Lender's rights and remedies under this Agreement and the other Financing Agreements and (ii) all of Agent's and each Lender's security interests shall survive such termination until all of the Liabilities have been fully paid and satisfied and all Letters of Credit have expired, been canceled or terminated. Upon the effective date of termination of this Agreement shall begin on the Effective Date and, unless automatically extended (including without limitation any termination pursuant to Subsection 2.21(E)), all of the second sentence Liabilities shall become immediately due and payable without notice or demand. Notwithstanding any termination, until all of the Liabilities shall have been fully paid and satisfied, all financing arrangements between each Borrower and Agent and Lenders shall have been terminated and all Letters of Credit shall have expired, been canceled or terminated, all of Agent's and each Lender's rights and remedies under this Section 3Agreement and the other Financing Agreements shall survive, Agent shall expire on be entitled to retain its security interest in and to all existing and future Collateral, and each Borrower shall continue to remit collections of Accounts and proceeds as provided herein.
(B) The Termination Date in effect from time to time may be extended for additional periods of one year respectively (but in no event may the Termination Date be extended to a date after the Final Termination Date, and if the last day of such period is not a Business Day, the new Termination Date shall be the first preceding day that is a Business Day), by a written notice executed by Agent and each Lender (an "Extension Letter") and delivered to occur of:
the Borrowers between the 90th and 60th day immediately prior to the Termination Date then in existence stating that the Termination Date has been extended and setting forth the new Termination Date, but Agent and the Lenders shall give such notice only if Agent and the Lenders have received written notice from the Borrowers between the 150th and 90th day prior to the Termination Date then in existence requesting such an extension; provided, further, that (i) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically prior to terminate Executive’s employment by the Company;
(ii) the termination by the Executive or the Company any extension of the Executive’s employment by the Company; or
(iii) the end of the last day (the “Expiration Termination Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement , Agent and each Lender shall have been automatically extended pursuant to received from the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3)Borrowers all instruments, the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired agreements, certificates, legal opinions and other documents and matters as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentenceAgent may request, and (ii) the Company shall Termination Date may not have given notice be extended if any Lender in its sole discretion determines not to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.agree
Appears in 1 contract
Samples: Loan and Security Agreement (Abc Rail Products Corp)
Term of this Agreement. (a) The term of this Agreement shall begin commence with respect to any Fuel Supply on the Effective Date and, unless automatically extended pursuant to the second sentence earlier of this Section 3, shall expire on the first to occur of:
(i) the Executive’s death Supplier's payment for such Fuel Supply or the Executive’s Disabilitydate upon which title to any such Fuel Supply shall transfer to Supplier. Notwithstanding the foregoing, which events shall also be deemed automatically to terminate Executive’s employment by the Company;
(ii) the termination by the Executive or the Company provisions of the Executive’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term Section 11 of this Agreement shall have been automatically extended pursuant under which User indemnities Supplier and the obligation of User under Section 10 to assume all risks of loss or damage to the second sentence of this Section 3) if no Change in Control of the Company Fuel Supply shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on apply from the date on which the last Change User executes an Assignment of any contract covering any Fuel Supply or such other contracts as set forth in Control of the Company occurredSection 6. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the The term of this Agreement shall be for a period beginning on the date hereof and ending on June 30, 1992 unless earlier terminated under the provisions of Section 13, 14, 15, 16 or 22 hereof (such ending or termination date, as (and if) extended pursuant to the next succeeding sentence of this Section 3(a), being referred to as the "Termination Date"). The Termination Date shall be extended as follows: Each day, the Termination Date shall then and thereupon automatically be extended for one additional day so that the new Termination Date shall be, unless earlier terminated pursuant to the provisions of Section 13, 14, 15, 16 or 22 hereof, three hundred and sixty-four (364) days after the date of such extension; provided, however, that if on any date, Supplier or User shall provide the other party hereto with written notice of its desire not to extend the Termination Date, the Termination Date shall thereafter no longer be automatically extended and the Termination Date then in effect shall remain in effect for successive one-year periods (the first such period to begin on remainder of the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end term of any one-year period for which this Agreement. Unless the term of this Agreement has terminated as provided in Sections 13, 14, 15, 16 or 22, on the Termination Date, User shall have been automatically extended that such term will expire at pay to Supplier an amount equal to the end Inventory Value plus any Fuel Supply Charges and any other amounts which are due and unpaid hereunder.
(b) Upon payment in full of that one-year period. The expiration of the Inventory Value plus any Fuel Supply Charges and all other amounts which are due and payable hereunder, the term of this Agreement as it relates to such Fuel Supply shall not terminate this Agreement itself or affect and the right entire interest of the Executive or the Executive’s legal representatives Supplier in such Fuel Supply shall automatically transfer to enforce the payment and be vested in User (without recourse and without warranty of any amount kind whatsoever) without the necessity of any further action by either Supplier or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expireUser.
Appears in 1 contract
Samples: Fossil Fuel Supply Agreement (United Illuminating Co)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of:
(i) the ExecutiveEmployee’s death death, the Employee’s Disability or the ExecutiveEmployee’s DisabilityRetirement, which events shall also be deemed automatically to terminate Executivethe Employee’s employment by the Company;
(ii) the termination by the Executive Employee or the Company of the ExecutiveEmployee’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1x) the three-year period beginning on the Effective Date and ending on January 29, 2013 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2y) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date and ending on January 29, 2013 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the threetwo-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive Employee at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive Employee at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive Employee or the ExecutiveEmployee’s legal representatives to enforce the payment of any amount or other benefit to which the Executive Employee was entitled before the expiration of the term of this Agreement or to which the Executive Employee became entitled as a result of the event (including the termination, whether by the Executive Employee or the Company or automatically as provided in this Section 3, of the ExecutiveEmployee’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Samples: Change in Control Agreement (Patterson Uti Energy Inc)
Term of this Agreement. The term 4.1 This Agreement shall commence on the Closing Date and end on the Program Expiry Date. For the purposes of this Agreement and the Receivables Purchase Agreements, the Parties agree that there shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur ofbe two (2) periods:
(i) the Executive’s death or the Executive’s DisabilityReplenishment Period, which events shall also be deemed automatically to terminate Executive’s employment by commences on the Company;Closing Date and ends on the Commitment Expiry Date (excluded); and
(ii) the termination by Amortisation Period, which commences on the Executive or Commitment Expiry Date and ends on the Company of Program Expiry Date.
4.2 The Parties expressly agree that, in the Executive’s employment by event that there are any Sold Receivables outstanding on the Company; or
(iii) the end of the last day (the “Expiration Program Expiry Date”) of:
(1a) until such time as (i) any sums due under the Master Senior Deposit Agreement have been paid, or (ii) the three-year period beginning Centralising Unit, acting in the name and on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control behalf of the Company shall have occurred during that three-year period (or any period for which Sellers, has repurchased all such Sold Receivables from the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); orPurchaser:
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement Centralising Unit shall not have expired as make a result of payment to the occurrence of one of Purchaser for an amount equal to any collections actually received by the events described Sellers arising in clause (i) or (ii) of the immediately preceding sentence, and relation to those Sold Receivables which are outstanding; and
(ii) the Company shall not have given notice Conformity Warranties set out in Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables) and the relevant Seller’s covenants in relation to the Executive Sold Receivables as set out in Articles 12 (General Covenants), 16 (Order of Priority during the Amortisation Period), 21 (Collection of Sold Receivables), 23 (Application of Payments and Payments of collections), 24 (Renegotiation), and 25 (Representation Mandate) shall remain in force ;
(b) thereafter, up to an amount equal to any portion of the Complementary Deposit and/or the Subordinated Deposit that was not reimbursed on the Program Expiry Date plus any Deferred Purchase Price that remained outstanding on such date, any Adjusted Collections shall be refunded to the Centralising Unit. In any event, the Parties expressly agree that, even after the Program Expiry Date, the provisions set out in Articles 14 (Taxes), 15 (Changes in Circumstances), 29 (Fees and expenses), 31 (Confidentiality), 33 (Exercise of Rights – Recourse- Non Petition), 36 (Indemnities), 41 (Governing law – Jurisdiction) shall remain in force.
4.3 The Centralising Unit, acting in the name and on behalf of the Sellers, may, upon written notice given to the Purchaser at least ninety nine (909) days Business Days before a Funded Settlement Date during the Expiration Date that Amortisation Period or at any time after the term of this Agreement will expire on the Expiration Program Expiry Date, then offer to repurchase all outstanding Sold Receivables from the term Purchaser, at a price equal to the nominal value of this Agreement such Sold Receivables or such other price as the Parties may agree. Such purchase price shall be automatically extended for successive one-year periods (applied towards the first such period to begin on payments and in the day immediately following the Expiration Date) unless the Company shall have given notice order specified in Article 16 and, to the Executive at least ninety (90) days before extent applicable, shall be set off against any amounts due to the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided Centralising Unit in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expireaccordance with said Article 16.
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of:
(i) the ExecutiveEmployee’s death death, the Employee’s Disability or the ExecutiveEmployee’s DisabilityRetirement, which events shall also be deemed automatically to terminate Executivethe Employee’s employment by the Company;
(ii) the termination by the Executive Employee or the Company of the ExecutiveEmployee’s employment by the Company; or
(iii) the end of the last day (the “Expiration Date”) of:
(1x) the three-year period beginning on the Effective Date and ending on January 29, 2010 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2y) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date and ending on January 29, 2010 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the threetwo-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, and (ii) the Company shall not have given notice to the Executive Employee at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive Employee at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive Employee or the ExecutiveEmployee’s legal representatives to enforce the payment of any amount or other benefit to which the Executive Employee was entitled before the expiration of the term of this Agreement or to which the Executive Employee became entitled as a result of the event (including the termination, whether by the Executive Employee or the Company or automatically as provided in this Section 3, of the ExecutiveEmployee’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Samples: Change in Control Agreement (Patterson Uti Energy Inc)
Term of this Agreement. The term 4.1 This Agreement shall commence on the Closing Date and end on the Program Expiry Date. For the purposes of this Agreement and the Receivables Purchase Agreements, the Parties agree that there shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur ofbe two (2) periods:
(i) the Executive’s death or the Executive’s DisabilityReplenishment Period, which events shall also be deemed automatically to terminate Executive’s employment by commences on the Company;Closing Date and ends on the Commitment Expiry Date (excluded); and
(ii) the termination by Amortisation Period, which commences on the Executive or Commitment Expiry Date and ends on the Company of Program Expiry Date.
4.2 The Parties expressly agree that, in the Executive’s employment by event that there are any Sold Receivables outstanding on the Company; or
(iii) the end of the last day (the “Expiration Program Expiry Date”) of:
(1a) until such time as (i) any sums due under the Master Senior Deposit Agreement have been paid, or (ii) the three-year period beginning Centralising Unit, acting in the name and on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control behalf of the Company shall have occurred during that three-year period (or any period for which Sellers, has repurchased all such Sold Receivables from the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); orPurchaser:
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement Centralising Unit shall not have expired as make a result of payment to the occurrence of one of Purchaser for an amount equal to any collections actually received by the events described Sellers arising in clause (i) or (ii) of the immediately preceding sentence, and relation to those Sold Receivables which are outstanding; and
(ii) the Company shall not have given notice Conformity Warranties set out in Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables) and the relevant Seller's covenants in relation to the Executive Sold Receivables as set out in Articles 12 (General Covenants), 16 (Order of Priority during the Amortisation Period), 21 (Collection of Sold Receivables), 23 (Application of Payments and Payments of collections), 24 (Renegotiation), and 25 (Representation Mandate) shall remain in force;
(b) thereafter, up to an amount equal to any portion of the Complementary Deposit and/or the Subordinated Deposit that was not reimbursed on the Program Expiry Date plus any Deferred Purchase Price that remained outstanding on such date, any Adjusted Collections shall be refunded to the Centralising Unit. In any event, the Parties expressly agree that, even after the Program Expiry Date, the provisions set out in Articles 14 (Taxes), 15 (Changes in Circumstances), 29 (Fees and expenses), 31 (Confidentiality), 33 (Exercise of Rights – Recourse- Non Petition), 36 (Indemnities), 45 (Governing law – Jurisdiction) shall remain in force.
4.3 The Centralising Unit, acting in the name and on behalf of the Sellers, may, upon written notice given to the Purchaser at least ninety nine (909) days Business Days before a Funded Settlement Date during the Expiration Date that Amortisation Period or at any time after the term of this Agreement will expire on the Expiration Program Expiry Date, then offer to repurchase all outstanding Sold Receivables from the term Purchaser, at a price equal to the nominal value of this Agreement such Sold Receivables or such other price as the Parties may agree. Such purchase price shall be automatically extended for successive one-year periods (applied towards the first such period to begin on payments and in the day immediately following the Expiration Date) unless the Company shall have given notice order specified in Article 16 and, to the Executive at least ninety (90) days before extent applicable, shall be set off against any amounts due to the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided Centralising Unit in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expireaccordance with said Article 16.
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of:
(ia) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically to terminate the Executive’s employment by the Company;
(iib) the termination by the Executive or the Company of the Executive’s employment by the Company; or
(iiic) the end of the last day (the “Expiration Date”) of:
(1i) the three-year period beginning on the Effective Date and ending on May 15, 2017 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2ii) the two-year period beginning on the date on which a Change in Control occurred if one or more Changes a Change in Control of the Company shall have occurred during the three-year period beginning on the Effective Date and ending on May 15, 2017 (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If .
(ia) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause subsections (ia) or (iib) of the immediately preceding sentence, and (iib) the Company shall not have given written notice to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive onetwo-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given written notice to the Executive at least ninety (90) days before the end of any onetwo-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that onetwo-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Term of this Agreement. The term of this Agreement shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur of:
(ia) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically to terminate the Executive’s employment by the Company;
(iib) the termination by the Executive or the Company of the Executive’s employment by the Company; or
(iiic) the end of the last day (the “Expiration Date”) of:
(1i) the threetwo-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that threetwo-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2ii) the two-year period beginning on the date on which a Change in Control occurred if one or more Changes a Change in Control of the Company shall have occurred during the threetwo-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (ia) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause subsections (ia) or (iib) of the immediately preceding sentence, and (iib) the Company shall not have given notice to the Executive at least ninety (90) days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive onetwo-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any onetwo-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that onetwo-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Term of this Agreement. The term 4.1 This Agreement shall commence on the Closing Date and end on the Program Expiry Date. For the purposes of this Agreement and the Receivables Purchase Agreements, the Parties agree that there shall begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 3, shall expire on the first to occur ofbe two (2) periods:
(i) the Executive’s death or the Executive’s DisabilityReplenishment Period, which events shall also be deemed automatically to terminate Executive’s employment by commences on the Company;Closing Date and ends on the Commitment Expiry Date (excluded); and
(ii) the termination by Amortisation Period, which commences on the Executive or Commitment Expiry Date and ends on the Company of Program Expiry Date.
4.2 The Parties expressly agree that, in the Executive’s employment by event that there are any Sold Receivables outstanding on the Company; or
(iii) the end of the last day (the “Expiration Program Expiry Date”) of:
(1a) until such time as (i) any sums due under the Master Senior Deposit Agreement have been paid, or (ii) the three-year period beginning Centralising Unit, acting in the name and on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3) if no Change in Control behalf of the Company shall have occurred during that three-year period (or any period for which Sellers, has repurchased all such Sold Receivables from the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); orPurchaser:
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement Centralising Unit shall not have expired as make a result of payment to the occurrence of one of Purchaser for an amount equal to any collections actually received by the events described Sellers arising in clause (i) or (ii) of the immediately preceding sentence, and relation to those Sold Receivables which are outstanding; and
(ii) the Company shall not have given notice Conformity Warranties set out in Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables) and the relevant Seller’s covenants in relation to the Executive Sold Receivables as set out in Articles 12 (General Covenants), 16 (Order of Priority during the Amortisation Period), 21 (Collection of Sold Receivables), 23 (Application of Payments and Payments of collections), 24 (Renegotiation), and 25 (Representation Mandate) shall remain in force ;
(b) thereafter, up to an amount equal to any portion of the Complementary Deposit and/or the Subordinated Deposit that was not reimbursed on the Program Expiry Date plus any Deferred Purchase Price that remained outstanding on such date, any Adjusted Collections shall be refunded to the Centralising Unit. In any event, the Parties expressly agree that, even after the Program Expiry Date, the provisions set out in Articles 14 (Taxes), 15 (Changes in Circumstances), 29 (Fees and expenses), 31 (Confidentiality), 33 (Exercise of Rights – Recourse- Non Petition), 36 (Indemnities), 43 (Governing law – Jurisdiction) shall remain in force.
4.3 The Centralising Unit, acting in the name and on behalf of the Sellers, may, upon written notice given to the Purchaser at least ninety nine (909) days Business Days before a Funded Settlement Date during the Expiration Date that Amortisation Period or at any time after the term of this Agreement will expire on the Expiration Program Expiry Date, then offer to repurchase all outstanding Sold Receivables from the term Purchaser, at a price equal to the nominal value of this Agreement such Sold Receivables or such other price as the Parties may agree. Such purchase price shall be automatically extended for successive one-year periods (applied towards the first such period to begin on payments and in the day immediately following the Expiration Date) unless the Company shall have given notice order specified in Article 16 and, to the Executive at least ninety (90) days before extent applicable, shall be set off against any amounts due to the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided Centralising Unit in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expireaccordance with said Article 16.
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Term of this Agreement. The term (A) Subject to Subsection 2.15(B), this Agreement shall be effective until the Termination Date (the period during which this Agreement is effective being the "Term") and shall terminate on the Termination Date; provided, however, that the Required Lenders shall retain the right to terminate this Agreement at any time upon the occurrence and during the continuance of a Default; and further provided, however, that (i) all of Agent's and each Lender's rights and remedies under this Agreement and the other Financing Agreements and (ii) all of Agent's and each Lender's security interests shall survive such termination until all of the Liabilities have been fully paid and satisfied and all Letters of Credit have expired, been canceled or terminated. Upon the effective date of termination of this Agreement shall begin on the Effective Date and, unless automatically extended (including without limitation any termination pursuant to Subsection 2.21(E)), all of the second sentence Liabilities shall become immediately due and payable without notice or demand. Notwithstanding any termination, until all of the Liabilities shall have been fully paid and satisfied, all financing arrangements between each Borrower and Agent and Lenders shall have been terminated and all Letters of Credit shall have expired, been canceled or terminated, all of Agent's and each Lender's rights and remedies under this Section 3Agreement and the other Financing Agreements shall survive, Agent shall expire on be entitled to retain its security interest in and to all existing and future Collateral, and each Borrower shall continue to remit collections of Accounts and proceeds as provided herein.
(B) The Termination Date in effect from time to time may be extended for additional periods of one year respectively (but in no event may the Termination Date be extended to a date after the Final Termination Date, and if the last day of such period is not a Business Day, the new Termination Date shall be the first preceding day that is a Business Day), by a written notice executed by Agent and each Lender (an "Extension Letter") and delivered to occur of:
the Borrowers between the 90th and 60th day immediately prior to the Termination Date then in existence stating that the Termination Date has been extended and setting forth the new Termination Date, but Agent and the Lenders shall give such notice only if Agent and the Lenders have received written notice from the Borrowers between the 150th and 90th day prior to the Termination Date then in existence requesting such an extension; provided, further, that (i) the Executive’s death or the Executive’s Disability, which events shall also be deemed automatically prior to terminate Executive’s employment by the Company;
(ii) the termination by the Executive or the Company any extension of the Executive’s employment by the Company; or
(iii) the end of the last day (the “Expiration Termination Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement , Agent and each Lender shall have been automatically extended pursuant to received from the second sentence of this Section 3) if no Change in Control of the Company shall have occurred during that three-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3)Borrowers all instruments, the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired agreements, certificates, legal opinions and other documents and matters as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentenceAgent may request, and (ii) the Company shall Termination Date may not have given notice be extended if any Lender in its sole discretion determines not to agree to extend the Executive at least ninety (90) days before the Expiration Date Termination Date. Each Borrower acknowledges that the term of this Agreement will expire there is no commitment on the Expiration part of Agent or any Lender to extend the Termination Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive at least ninety (90) days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Samples: Loan and Security Agreement (Abc Rail Products Corp)
Term of this Agreement. The term of this Agreement shall ----------- ------------------------- begin on the Effective Date and, unless automatically extended pursuant to the second sentence of this Section 31, shall expire on the first to occur of:
(i) the Executive’s death Employee's death, the Employee's Disability (as determined in accordance with the Company's disability policy at the time in effect) or the Executive’s DisabilityEmployee's Retirement (in accordance with the Company's retirement policy at the time in effect), which events shall also be deemed automatically to terminate Executive’s Employee's employment by the Company;
(ii) the termination by the Executive or the Company Employee of the Executive’s Employee's employment by the Company; or
(iii) the end date immediately preceding the first anniversary of the last day (the “Expiration Date”) of:
(1) the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3"Expiration Date") if no Change Termination without Cause (as defined in Control of the Company Section 4 hereof) shall have occurred during that threeone-year period (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3); or
(2extended.) if one or more Changes in Control of the Company shall have occurred during the three-year period beginning on the Effective Date (or any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of this Section 3), the three-year period beginning on the date on which the last Change in Control of the Company occurred. If (i) the term of this Agreement shall not have expired as a result of the occurrence of one of the events described in clause (i) or (ii) of the immediately preceding sentence, sentence and (ii) the Company shall not have given notice to the Executive Employee at least ninety (90) 30 days before the Expiration Date that the term of this Agreement will expire on the Expiration Date, then the term of this Agreement shall be automatically extended for successive one-year periods (the first such period to begin on the day immediately following the Expiration Date) unless the Company shall have given notice to the Executive Employee at least ninety (90) 90 days before the end of any one-year period for which the term of this Agreement shall have been automatically extended that such term will expire at the end of that one-year period. The expiration of the term of this Agreement shall not terminate this Agreement itself or affect the right of the Executive or the Executive’s legal representatives to enforce the payment of any amount or other benefit to which the Executive was entitled before the expiration of the term of this Agreement or to which the Executive became entitled as a result of the event (including the termination, whether by the Executive or the Company or automatically as provided in this Section 3, of the Executive’s employment by the Company) that caused the term of this Agreement to expire.
Appears in 1 contract
Samples: Severance Agreement (Lifecell Corp)
