Terminating Events Sample Clauses

Terminating Events. The engagement of Project Manager hereunder may be terminated upon the happening of any of the following events pursuant to the provisions described below: 10.1.1 Either County or Project Manager defaults under this Agreement and the non-defaulting party elects to terminate this Agreement as provided in Article 9 hereof. 10.1.2 The giving of written notice from County in the event: (i) any receiver, trustee or custodian shall be appointed for all or any substantial part of the property or assets of Project Manager; (ii) Project Manager shall commence any voluntary proceeding under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights; or (iii) an “order for relief” or other judgment or decree by any court of competent jurisdiction is entered against Project Manager in any involuntary proceeding against Project Manager under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights, or any such involuntary proceeding shall be commenced against Project Manager and shall continue for a period of ninety (90) days after commencement without dismissal. 10.1.3 The giving of written notice from Project Manager in the event: (i) any receiver, trustee or custodian shall be appointed for all or any substantial part of the property or assets of County; (ii) County shall commence any voluntary proceeding under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights; or (iii) an “order for relief” or other judgment or decree by any court of competent jurisdiction is entered against County in any involuntary proceeding against County under present or future federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor’s rights, or any such involuntary proceeding shall be commenced against County and shall continue for a period of ninety (90) days after commencement without dismissal. 10.1.4 The giving of written notice from County that the Project is being either abandoned or suspended for more than three hundred sixty-five (365) consecutive days. 10.1.5 The giving of written notice from Project Manager if the Project is suspended by County for more than ninety (90) consecutive days. 10.1.6 County may terminate this agreement, without cause, by providing Project Manager thirty (30) days prior written notice.

Terminating Events. This Agreement shall terminate between MSC and MPM at the written election of the non-defaulting party, upon the occurrence of an Event of Default under this Agreement when the time to cure has lapsed.

Terminating Events. This Agreement may be terminated or suspended ------------------ prior to the expiration of its term in accordance with the following: (i)

Terminating Events. This Agreement may be terminated as follows: (a) By the mutual written consent of NAS and SBCT; or (b) By NAS, by ten (10) Business Days written notice to SBCT (if NAS is not then materially in default or breach of this Agreement), if SBCT shall default in any material respect in the performance of any of its obligations under this Agreement, and such default or breach has not been cured by SBCT within seven (7) Business Days following receipt of written notice from NAS of NAS's intention to terminate this Agreement; or (c) By SBCT, by ten (10) Business Days written notice to NAS (if SBCT is not then materially in default or breach of this Agreement), if NAS shall default in any material respect in the performance of any of its obligations under this Agreement, and such default or breach has not been cured by NAS within seven (7) Business Days following receipt of written notice from SBCT of SBCT's intention to terminate this Agreement. (d) If the parties have not received a Required Regulatory Approval by July 15, 2001, SBCT, in its sole discretion, at any time thereafter and by written notice to NAS, may terminate this Agreement as to the Collocation Arrangements in the state for which the Required Regulatory Approval has not been received, and SBCT shall have no liability to NAS with respect to such termination.

Terminating Events. The obligation of the Administrative Agent and the Lenders to forbear from exercising remedies, as provided herein and subject to the final paragraph of this Section 3, shall terminate upon the occurrence of any one or more of the following events (each, a “Terminating Event”): (a) Any Loan Party repudiates or asserts a defense to any obligation or liability under this Agreement, the Credit Agreement or any other Loan Document or makes or pursues a claim against the Administrative Agent or any Lender; and/or (b) Any Loan Party fails to observe or perform any of its agreements, conditions or undertakings set forth in the Loan Documents (except with respect to the Specified Defaults as expressly contemplated herein), including, without limitation, its agreements, conditions or undertakings set forth in this Agreement; and/or (c) The occurrence or existence of any Default or Event of Default under the Credit Agreement or any other Loan Document (other than the Specified Defaults), or any breach or default by any Loan Party of any term, covenant, condition, representation or warranty set forth in this Agreement, in each case, whether now existing or hereafter occurring; and/or (d) Any representation, warranty, statement, covenant or other agreement of any Loan Party contained herein or in any financial statements of any Loan Party provided to the Administrative Agent and/or the Lenders in connection herewith shall have been false or incorrect in any material respect (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in any respect); and/or (e) The release of the Secured Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by any Loan Party or any other Person; and/or (f) The termination or expiration of the forbearance period contemplated by any Other Debt Forbearance Agreements (as defined below) and/or any amendment, modification or supplement to any Other Debt Forbearance Agreement, or any waiver to any Other Debt Forbearance Agreement, without the prior written consent of the Required Lenders, the Majority Revolving Credit Lenders and the Administrative Agent; and/or (g) The acceleration of, or exercise of any remedies with respect to, any Indebtedness listed on Schedule 2, or any document, agreement or instrument governing unsecured Indebtedness of any Loan Party in excess...

Terminating Events. (a) Upon the effective date of any Terminating Event, any unexercised portion of this Option shall terminate unless provision shall be made in writing in connection with such Terminating Event for the continuance of the Plan and such unexercised portion of the Option and for the assumption of such unexercised portion of this Option by a Successor Corporation or for the substitution for such unexercised portion of this Option of new options covering shares of such Successor Corporation with appropriate adjustments as to number and kind of shares and prices of shares subject to such new options; provided, however, that in connection with a Terminating Event involving the merger, consolidation or liquidation of the Corporation, the Committee may, in its sole discretion, authorize the redemption of the unexercised portion of the Option for a consideration per share of Common Stock issuable upon exercise of the unexercised portion of the Option equal to the excess of (i) the consideration payable per share of Common Stock in connection with such Terminating Event, adjusted as if all outstanding options and warrants had been exercised prior to the consummation of such Terminating Event, over (ii) the Option Price. In the event that provision for continuance of the Plan is made in writing in connection with a Terminating Event, the unexercised portion of this Option or the new options substituted therefor shall continue in the manner and under the terms provided in the Plan and this Agreement and in such writing. (b) In the event of a redemption pursuant to this Section 9, the Optionee shall be responsible for and shall be obligated to pay a proportionate amount (determined as if the Optionee were a holder of the number of shares of Common Stock which would have been issuable upon exercise of the portion of the Option redeemed pursuant to this Section 9) of the expenses, liabilities or obligations incurred or to be incurred by the stockholders of the Corporation in connection with such Terminating Event (including, without limitation, the fees and expenses of investment bankers, legal counsel and other outside advisors and experts retained by or on behalf of the stockholders of the Corporation in connection with the Terminating Event, amounts payable in respect of indemnification claims, amounts paid into escrow and amounts payable in respect of post-closing adjustments to the purchase price).

Terminating Events. The Partnership shall be terminated and dissolved upon the earliest to occur of the following: 19.1.1 the withdrawal, removal, adjudication of bankruptcy or insolvency of a General Partner, dissolution or other cessation to exist as a legal entity of a corporate General Partner, or the death of an individual General Partner unless (i) the remaining General Partner(s), within 90 days of the date of such event, elects to continue the business of the Partnership, or (ii) if there is no remaining General Partner, the Limited Partners and Unitholders by Majority Vote, within 90 days of the date of such event, elect to continue the business of the Partnership, in a reconstituted form if necessary, and elect a successor General Partner (expenses incurred in reformation, or attempted reformation, of the Partnership shall be deemed expenses of the Partnership); 19.1.2 a Majority Vote in favor of dissolution and termination of the Partnership; 19.1.3 the expiration of the term of the Partnership; 19.1.4 the Sale or Disposition of all interests in Properties and other assets of the Partnership and the receipt of the final cash payment of the purchase price of all such Properties and assets; or 19.1.5 the election by the General Partners to dissolve and terminate the Partnership (after consulting with Partnership counsel), without the consent of any Limited Partner or Unitholder, in the event that either (i) the Partnership's assets constitute "plan assets," as such term is defined for purposes of ERISA, or (ii) any of the transactions contemplated under this Agreement constitutes a "prohibited transaction" under ERISA and no exemption for such transaction is obtainable from the United States Department of Labor or the General Partners determine not to seek such an exemption.

Terminating Events. In the event of one of the following events, the Licensor will have the right, at its option and in addition to any other right or remedy that it may have under the Agreement, at law or in equity, to terminate this Agreement immediately by written notice to the Licensor: (a) the Licensee fails to secure the financing required to pursue the business plan objectives or pay the initial License fees within one year of signing this Agreement; (b) the Licensee fails to pay any amount owing to the Licensor under this Agreement when due; (c) the Licensee commits a breach of any of its obligations under the Agreement that is not cured to the satisfaction of the Licensor, acting reasonably, within 20 days after written notice to the Licensee describing the breach in reasonable detail; (d) the Licensee fails to reach the sales performance targets specified in its business plan for two consecutive years; (e) there is a change, merger, acquisition or reverse takeover of business or change of business direction of the Licensee without the prior written consent of the Licensor; (f) there is a change of business direction or change of control of the Licensor; (g) there is a change of Control of the Licensee without the prior written consent of the Licensor; (h) the Licensee commits a breach of any of its obligations under any agreement with any third party relating to the Software; (i) any proceeding in bankruptcy, receivership, liquidation or insolvency is commenced against the Licensee or its property and is not dismissed within 30 days; and (j) the Licensee makes any assignment for the benefit of creditors, becomes insolvent, commits any act of bankruptcy, ceases to do business as a going concern or seeks any arrangement or compromise with its creditors under any statute or otherwise.

Terminating Events. This Agreement shall terminate between Hexion and Momentive at the written election of the non-defaulting party, upon the occurrence of an Event of Default under this Agreement when the time to cure has lapsed.