Termination 107 Sample Clauses

Termination 107. Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans 107 Section 9.02. Additional Termination Requirements 109 Section 9.03. Trust Irrevocable 110 ARTICLE X Miscellaneous Provisions 110 Section 10.01. Amendment 110 Section 10.02. Recordation of Agreement 111 Section 10.03. Limitation on Rights of Certificateholders 111 Section 10.04. Access to List of Certificateholders 112 Section 10.05. Governing Law 113 Section 10.06. Notices 113 Section 10.07. Severability of Provisions 113 Section 10.08. Counterpart Signatures 113 Section 10.09. Benefits of Agreement 113 Section 10.10. Notices and Copies to Rating Agencies 113 Exhibit A Form of Certificates (other than Class R Certificates) Exhibit B Form of Class R Certificates Exhibit C Anti-Predatory Lending Categorization Exhibit D Mortgage Loan Schedule Exhibit E Selling And Servicing Contract Exhibit F Form of Transferor Certificate For Junior Subordinate Certificates Exhibit G Form of Transferee’s Agreement For Junior Subordinate Certificates Exhibit H Form of Additional Matter Incorporated Into The Certificates Exhibit I Transferor Certificate Exhibit J Transferee Affidavit And Agreement Exhibit K [Reserved] Exhibit L Form of Investment Letter Exhibit M Form of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) Exhibit P Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(h) This Pooling and Servicing Agreement, dated and effective as of March 1, 2005 (this “Agreement”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor and Master Servicer (the “Company”), Deutsche Bank National Trust Company, a national banking association with a corporate trust office at 0000 Xxxx Xx. Xxxxxx Xxxxx, Santa Ana, CA 92705, as Trustee (the “Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware Trustee (the “Delaware Trustee”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.
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Termination 107. Section 8.1 Termination or Abandonment 107 Section 8.2 Effect of Termination 111 Section 8.3 Termination Fee; Expense Reimbursement 111 Section 9.1 No Survival 115 Section 9.2 Expenses 115 Section 9.3 Counterparts; Effectiveness 116 Section 9.4 Governing Law 116 Section 9.5 Jurisdiction; Specific Enforcement 116 Section 9.6 WAIVER OF JURY TRIAL 117 Section 9.7 Notices 117 Section 9.8 Assignment; Binding Effect 118 Section 9.9 Severability 118 Section 9.10 Entire Agreement 119 Section 9.11 Amendments; Waivers 119 Section 9.12 Headings 119 Section 9.13 No Third Party Beneficiaries 119 Section 9.14 Construction 120 EXHIBIT A - Parent Charter Amendment EXHIBIT B - Form of the Second Amended and Restated Bylaws of Parent This AGREEMENT AND PLAN OF MERGER is entered into as of July 20, 2012 (this “Agreement”) by and among NRG Energy, Inc., a Delaware corporation (“Parent”), Plus Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and GenOn Energy, Inc., a Delaware corporation (the “Company”).
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Termination 107. Section 10.01 Termination Upon Repurchase by the Depositor or Its Designee or Liquidation of the Mortgage Loans............................................................................107 Section 10.02
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Termination 107. Section 10.01. Termination upon Purchase or Liquidation of All Mortgage Loans....................................... 107 Section 10.02.
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Termination 107. Section 9.02. Effect of Termination; CFIUS Liquidated Damages 108 ARTICLE X Section 10.01. Survival 109 Section 10.02. Notices 109 Section 10.03. Amendments and Waivers 110 Section 10.04. Expenses 111 Section 10.05. Governing Law; Jurisdiction; WAIVER OF JURY TRIAL 111 Section 10.06. Assignment; Successors and Assigns; No Third Party Beneficiaries 113 Section 10.07. Counterparts; Effectiveness 113 Section 10.08. Entire Agreement 113 Section 10.09. Severability 113 Section 10.10. Specific Performance 114 Section 10.11. Disclosure Schedules 114 Section 10.12. Retention of Counsel 115 Section 10.13. Bulk Transfer Laws 115 Section 10.14. No Other Duties 116 Section 10.15. Local Agreements 116 Section 10.16. Reorganization Documents 116 Section 10.17. Translation of Currencies 116 Exhibit A-1 The Reorganization Exhibit A-2 The Transferred Interests, the Transferred Entities and the Equity Sellers Exhibit A-3 The JV Interests, the JV Entities and the XX Xxxxxxx Exhibit A-4 The Asset Sellers Exhibit B Calculation Principles Exhibit C Debt Commitment Letter Exhibit D Equity Underwriting Agreement Exhibit E Sample Closing Statement Exhibit F R&W Policy Exhibit G Use of Seller Marks Post-Closing Exhibit H Cash This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT (as further amended, restated or modified from time to time, this “Agreement”), dated as of April 26, 2019, is made and entered into by and between Xxxxxx Engineering Group Inc., a Delaware corporation (“Seller”), and WorleyParsons Ltd. (ACN 096 0901458), a company incorporated in Australia (“Buyer” and together with Seller, the “Parties”) and amends and restates that certain Stock and Asset Purchase Agreement, dated as of October 21, 2018 (the “Original Date”) by and between Seller and Buyer (the “Original Agreement”). Capitalized terms used herein shall have the meaning set forth in ARTICLE I.
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Related to Termination 107

  • Expiration/Termination Upon expiration of the Service Period or termination pursuant to Section 7 of the General Terms, Customer shall immediately cease use of the Service and return or destroy (in accordance with Avaya’s instructions) any Deliverables provided to Customer in connection with the Service, including any Avaya’s Intellectual Property. Upon request, Customer shall certify in writing to Avaya that Customer has complied with this provision and Avaya may provide such certification to its suppliers.

  • RESIGNATION/TERMINATION The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising prior to resignation as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction)) after giving thirty (30) calendar days’ prior written notice to the Company. In the event the transfer agency relationship in effect between the Company and Warrant Agent terminates, the Warrant Agent shall be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. The Company may remove the Warrant Agent upon thirty (30) calendar days’ written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as have been caused by the Warrant Agent’s bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) prior to its removal. The Company shall cause to be mailed promptly (by first class mail, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company, at the Company’s expense, a copy of such notice of resignation or notice of removal, as the case may be. Upon such resignation or removal the Company shall promptly appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of thirty (30) calendar days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. A resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent will become effective only upon the successor Warrant Agent’s acceptance of appointment. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or by such a court, shall be a Person, incorporated under the laws of the United States or of any state thereof and authorized under such laws to conduct a shareholder services business, be subject to supervision and examination by a Federal or state authority, and have a combined capital and surplus of not less than $100,000,000 as set forth in its most recent published annual report of condition; or in the case of such capital and surplus requirement, a controlled affiliate of such a Person meeting such capital and surplus requirement. After acceptance in writing of such appointment by the new Warrant Agent, such successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities under this Agreement as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company shall send notice thereof to the resigning or removed Warrant Agent and shall forthwith cause a copy of such notice to be mailed (by first class, postage prepaid) to each registered Holder at such Holder’s last address as shown on the register of the Company. Failure to give any notice provided for in this Section 12(j), or any defect in any such notice, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

  • TERMINATION FOR CAUSE BY CITY 4.05.1 If Contractor defaults under this Agreement, the Director may terminate this Agreement after providing Contractor written notice and an opportunity to cure the default as provided below. The City’s right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies that exist now or in the future. Default by Contractor occurs if: 4.05.1.1 Contractor fails to perform any of its material duties under this Agreement; 4.05.1.2 Contractor becomes insolvent; 4.05.1.3 all or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or 4.05.1.4 a receiver or trustee is appointed for Contractor. 4.05.2 If a default occurs and the Director determines that the City wishes to terminate the Agreement, then the Director must deliver a written notice to Contractor describing the default and the proposed termination date, with a copy of the notice to the CPO. The date must be at least 30 days after Contractor receives notice. The Director, at his or her sole option, may extend the termination date to a later date. If Contractor cures the default before the proposed termination date, then the proposed termination is ineffective. If Contractor does not cure the default before the termination date, then the Director may terminate this Agreement on the termination date, at no further obligation of the City. 4.05.3 To effect final termination, the Director must notify Contractor in writing, with a copy of the notice to the CPO. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement and promptly cancel all orders or subcontracts chargeable to this Agreement.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Final Termination Unless terminated at an earlier date by mutual agreement of the parties hereto, this Agreement shall terminate upon the first to occur of the following: (a) the last Serviced Appointment is terminated, matured or expired under the terms of the applicable Serviced Corporate Trust Contract and all Trust Assets in respect thereof have been fully distributed, (b) the last Serviced Appointment is Transferred to the applicable Purchaser, (c) the applicable Seller has resigned from the last Serviced Appointment if permitted under Section 7.2 below or (d) the applicable Seller is removed from appointment or the applicable Seller’s appointment is terminated with respect to the last Serviced Appointment in accordance with this Agreement, the applicable Serviced Corporate Trust Contract or any other agreement between the parties hereto entered into on or prior to the date hereof. Upon termination of this Agreement in accordance with this Section 7.1, each party’s further rights and obligations hereunder, other than the provisions of Section 8 and Section 9, shall terminate and be of no further force and effect and no party shall have any liability hereunder, except that neither the Sellers nor the Purchasers shall be relieved or released from any liabilities or damages arising out of its breach of any provision of this Agreement prior to termination.

  • Termination in General If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive: (i) any unpaid Salary through the date of employment termination, (ii) any unpaid Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs (payable at the time the bonuses are paid to employees generally), (iii) any accrued but unused vacation or paid time off in accordance with the Company’s policy, (iv) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (v) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement.

  • Termination with Good Reason Executive may terminate this Agreement for Good Reason, and thereby resign his employment, after providing thirty (30) days’ written notice to the Company of the act(s) or omission(s) constituting Good Reason (which notice must be given within ninety (90) days after the occurrence of such act(s) or omission(s) and describe the act(s) or omission(s) in reasonable detail) if such act(s) or omission(s) is/are not cured by the Company within thirty (30) days after Executive provides such written notice. For purposes hereof, “Good Reason” means any of the following reasons that occurs without Executive’s written consent:

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