Termination 119 Clause Samples

The 'Termination 119' clause establishes the conditions under which a contract may be ended by one or both parties. Typically, this clause outlines specific events or breaches—such as failure to perform obligations, insolvency, or mutual agreement—that can trigger termination. It may also detail the required notice period and any obligations that survive termination, such as confidentiality or payment for services rendered. The core function of this clause is to provide a clear and structured process for ending the contractual relationship, thereby reducing uncertainty and protecting the interests of both parties in the event that continuation of the contract is no longer viable.
Termination 119. Section 9.1 Termination 119 Section 9.2 Effect of Termination 121 Section 9.3 Termination Fee 121 Section 10.1 Survival 123 Section 10.2 General Indemnification of Parent Indemnified Parties 123 Section 10.3 Indemnification of the Participating Securityholders 126 Section 10.4 Procedures for Third Party Claims 127 Section 10.5 Procedures for Inter-Party Claims 130 Section 10.6 Tax Claims 130 Section 10.7 Duty to Mitigate 130 Section 10.8 Certain Additional Agreements Related to Indemnification 131 Section 10.9 Payment of Losses 132 Section 10.10 General Escrow Release 132 Section 10.11 Treatment of Indemnity Payments 133 Section 10.12 Exclusive Remedy 133
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Termination 119. Section 10.02. Termination Prior to Maturity Date; Optional Redemption 119 Section 10.03. Certain Notices upon Final Payment 120 201359 HomeBanc 2006-2 Transfer and Servicing Agreement
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Termination 119. Section 10.02. Termination Prior to Maturity Date; Optional Redemption 119 Section 10.03. Certain Notices upon Final Payment 120
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Termination 119. Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 119 Section 9.02 Additional Termination Requirements 122 Section 9.03 Trust Irrevocable 122
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Termination 119. Section 9.2 Effect of Termination 120 Section 9.3 Buyer Termination Payment and Buyer Expense Payments 121
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Termination 119. (a) The Companymay terminate this Agreement at any time prior to commencement of mobilisation of either the 120 (b) The Contractor, with the agreement of the Company, which shall not be unreasonably withh eld, may 123 (c) If permission to terminate is not given by the competent authorities, the Contractor shall be paid 129
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Termination 119. Section 7.2 Effect of Termination 122 Section 7.3 Payments 122 Section 8.1 Effectiveness of Representations, Warranties and Agreements 124 Section 8.2 Notices 124 Section 8.3 Entire Agreement; No Third-Party Beneficiaries 126 Section 8.4 Assignment 126 Section 8.5 Amendment and Supplements 126 Section 8.6 Headings 127 Section 8.7 Waiver 127 Section 8.8 No Additional Representations 127 Section 8.9 Counterparts 128 Section 8.10 Applicable Law 128 Section 8.11 Jurisdiction 128 Section 8.12 Waiver of Jury Trial 129 Section 8.13 Joint Participation in Drafting this Agreement 129 Section 8.14 Enforcement of this Agreement 129 Section 8.15 Limited Liability 130 Section 8.16 Severability 130 Section 8.17 Incorporation of Exhibits 130 Section 8.18 No Joint Venture 130 Section 8.19 Special Committee Matters 131 Section 8.20 Lender Limitations 131 Exhibit A-1 — Voting Agreement in respect of the Company Exhibit A-2 — Voting Agreement in respect of Parent Exhibit B — Exchange Agreement Exhibit C — Form of Certificate of Designations Exhibit D — Form of Certificate of Merger Exhibit E — Form of Company Reorganization Tax Opinion Representation Letter Exhibit F — Form of Parent Reorganization Tax Opinion Representation Letter Exhibit G — Form of Upstream Merger Certificate Exhibit H — Form of Surviving Corporation Certificate of Incorporation Exhibit I — Form of Surviving Corporation Bylaws Exhibit J — Form of Split-Off Closing Tax Opinion This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 6, 2020, by and among Liberty Broadband Corporation, a Delaware corporation (“Parent”), Grizzly Merger Sub 1, LLC, a single member Delaware limited liability company and a direct Wholly Owned Subsidiary of Parent (“Merger LLC”), Grizzly Merger Sub 2, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Merger LLC (“Merger Sub”), and GCI Liberty, Inc., a Delaware corporation (the “Company”).
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Related to Termination 119

  • Termination Effect of Termination 83 21.1. Termination................................................83 21.2. Effect of Termination......................................84

  • 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.

  • Termination With Cause The Master Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the Mortgage Loans, as provided in Section 4.01 of this Agreement upon the occurrence of a Primary Servicer Termination Event. Any notice of termination shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of 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

  • 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.