Termination 107 Sample Clauses

Termination 107. Section 9.02. Effect of Termination; CFIUS Liquidated Damages 108 ARTICLE X MISCELLANEOUS 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 EXHIBITS 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 AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT 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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Termination 107. Section 8.1 Termination or Abandonment 107 Section 8.2 Effect of Termination 111 Section 8.3 Termination Fee; Expense Reimbursement 111 ARTICLE IX MISCELLANEOUS 115 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 Exhibit EX2_1 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 Purchase or Liquidation of All Mortgage Loans....................................... 107 Section 10.02.
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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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Related to Termination 107

  • Expiration/Termination The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). The Company may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to the Company. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor the Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by the Company, unless the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to the Company all Work Product made through expiration or termination; (c) the Company will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to the Company all Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3 (last sentence), 4, 5, 6, 7, 8, 9, and 10 and the EU Data Privacy Exhibit will survive expiration or termination of this Agreement.

  • 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.

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • Termination for Cause" shall mean

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. Notwithstanding the foregoing, in the event of a termination by the Company under Section 6(b) or 6(e), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of the Company and Employee under this Agreement shall cease as of the effective date of termination, except that the Company's obligations under this Section 6(f) and Section 11 below and Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

  • 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.

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • 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:

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

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