Termination and Discharge. (a) Subject to reinstatement pursuant to Section 1 hereof, this Guaranty, and the Guarantor’s obligations hereunder (excluding the Guarantor’s obligations relating to Unasserted Obligations that expressly survive such termination) shall terminate on the Facility Termination Date.
(b) While the Credit Agreement is in effect, if (A) all or a majority of the stock of the Guarantor or any of its successors in interest under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms of the Loan Documents or (B) the Guarantor shall liquidate or dissolve in accordance with the terms of the Loan Documents, then, in each case the obligations of the Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by the Administrative Agent or any other Person (including any other Lender Group member) effective as of the time of such sale, merger, liquidation or dissolution.
(c) Upon any termination of the Guaranty or any discharge and release of the Guarantor’s obligations hereunder, in each case as described in subsections (a) and (b) of this Section 15, the Administrative Agent will, at the Guarantor’s expense, execute and deliver to the Guarantor such documents and take such further actions as the Guarantor shall reasonably request to evidence such termination, discharge or release.
Termination and Discharge. The Client may terminate this contract forthwith by written notice to the Approved Inspector if:
3–9.1 The Approved Inspector is in material breach of its obligations under this contract and has failed to remedy the breach within 28 days of the date of a notice of the breach from the Client; or
3–9.2 The Approved Inspector becomes Insolvent.
Termination and Discharge. A. This Residency Agreement and residency in the Residence may be terminated in any of the following ways:
1. By mutual agreement between You and the Operator;
2. Upon 30 days written notice from You or Your Representative to the Operator of Your intention to terminate the agreement and leave the facility. This notice is required regardless of your reason for termination of the agreement;
3. Upon 30 days written notice from the Operator to You, Your Representative, Your next of kin, the person designated in this agreement as the responsible party and any person designated by You. Involuntary termination of a Residency Agreement is permitted only for the reasons listed below, and then only if the Operator initiates a court proceeding and the court rules in favor of the Operator.
B. The grounds upon which involuntary termination may occur are:
1. You require continual medical or nursing care which the Residence is not permitted by law or regulation to provide;
2. If Your behavior poses imminent risk of death or imminent risk of serious physical harm to You or anyone else;
3. You fail to make timely payment for all authorized charges, expenses and other assessments, if any, for services including use and occupancy of the premises, materials, equipment and food which You have agreed to pay under this Agreement. If Your failure to make timely payment resulted from an interruption in Your receipt of any public benefit to which You are entitled, no involuntary termination of this Agreement can take place unless the Operator, during the thirty-day period of notice of termination, assists You in obtaining such public benefits or other available supplemental public benefits. You agree that You will cooperate with such efforts by the Operator to obtain such benefits.
4. You repeatedly behave in a manner that directly impairs the well- being, care or safety of Yourself or any other Resident, or which substantially interferes with the orderly operation of the Residence;
5. The Operator has had his/her operating certificate limited, revoked, temporarily suspended or the Operator has voluntarily surrendered the operation of the facility;
6. A receiver has been appointed pursuant to Section 461-f of the New York State Social Services Law and is providing for the orderly transfer of all residents in the Residence to other residences or is making other provisions for the Residents’ continued safety and care. If the Operator decides to terminate the Residency Agreement for a...
Termination and Discharge. (a) Upon the latest of (i) payment in full in cash of the Guarantied Obligations (other than in respect of any and all Unasserted Obligations) then owing to the Guarantied Party or any other Person (including without limitation, any other Beneficiary), (ii) the Revolving Loan Commitment Termination Date, to the extent that there exists Revolving Loan Exposure, (iii) the Tranche B Term Loan Maturity Date, to the extent that there exists Term Loan Exposure, (iv) the termination or expiration of all Letters of Credit and (v) the cancellation or termination of all Commitments, this Guaranty shall immediately and automatically terminate, and the obligations (other than in respect of any and all Unasserted Obligations) of the Guarantors hereunder with respect to the Guarantied Party and any other Person (including without limitation, any Beneficiary) shall automatically be discharged and released, in each case, without any further action by the Guarantied Party or any other such Person.
(b) While the Credit Agreement is in effect, if (A) all or a majority of the stock of a Guarantor or any of its successors in interest under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms of the Loan Documents or (B) a Guarantor shall liquidate or dissolve in accordance with the terms of the Loan Documents, then, in each case the obligations of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by the Guarantied Party or any other Person (including any other Beneficiary) effective as of the time of such sale, merger, liquidation or dissolution.
(c) Upon any termination of the Guaranty or any discharge and release of a Guarantor’s obligations hereunder, in each case as described in subsections (a) and (b) of this Section 16, the Guarantied Party will, at the applicable Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination, discharge or release.
Termination and Discharge. If the Note and the related Administrator’s Note shall have been satisfied and discharged, and if the Mortgagor shall pay or cause to be paid all other sums that may have become secured under this Mortgage, the Agreement and the other Transaction Documents, then this Mortgage, the Agreement and the Liens, estate and rights and interests hereby and thereby granted, shall cease, terminate, and become null and void, and the Mortgagee, on the Mortgagor’s Request and at the Mortgagor's cost and expense, shall forthwith cause satisfaction and discharge and duly acknowledge such satisfaction and discharge of this Mortgage and the Agreement to be entered upon its and other appropriate records, and shall execute and deliver to the Mortgagor such instruments as may be necessary, and forthwith the estate, right, title and interest of the Mortgagee in and to the Collateral, and any other securities, cash, and any other property held by it under this Mortgage and the Mortgage, shall thereupon cease, determine and become null and void, and the Mortgagee shall transfer, deliver and pay the same to the Mortgagor.
Termination and Discharge. (a) In the event of suspension or termination of a Nurse's employment by the Employer, the Nurse shall be given written reasons for the action taken. If this procedure is not followed, the action taken shall not be void but the time limits under Article 14 shall not commence until the notice is given.
(b) It shall be a violation of this Agreement, subject to the grievance and arbitration procedures herein, if a Nurse is suspended or disciplined, or has been discharged by the Employer without just cause.
(c) If a Nurse is dismissed or suspended for cause, the Employer will advise a Labour Relations Representative of the Union in writing as soon as reasonably possible.
Termination and Discharge. 2.09.01 QUALIFICATIONS - The Employer shall be the sole judge of the qualifications and acceptable work performance of all of its Employees and may on such grounds discharge any of them.
Termination and Discharge. Section 16.1 The District shall have the right to discipline or discharge an employee for just cause.
Termination and Discharge. The Client may terminate this contract forthwith if: The Approved Inspector is in material breach of its obligations under this contract and has failed to remedy the breach within 28 days of the date of a notice of the breach from the Client; or The Approved Inspector becomes insolvent. The Approved Inspector may terminate this contract forthwith if: The Client is in material breach of its obligations under this contract and has failed to remedy the breach within 28 days of the date of a notice of the breach from the Approved Inspector; The Approved Inspector reasonably believes that it will not be in a position to issue a final certificate on completion; or The Client becomes insolvent. Following termination by the Approved Inspector or the Client, the Approved Inspector is entitled to write to the Local Authority (with a copy to the Client) cancelling the initial notice under the Building Regulations, in which case the approved inspector functions will revert to the Local Authority and the Approved Inspector will be discharged from all requirements to complete the Services or any Additional Work. The right of either party to terminate for material breach of this contract shall lapse if it has not been exercised within 35 days after giving notice of the breach to the other party.
Termination and Discharge. 14.1. The Client may terminate this Contract forthwith by written notice to the Building Control Approver if:
14.1.1. The Building Control Approver is in material breach of its obligations under this Contract and has failed to remedy the breach within 28 days of the Client notifying the Building Control Approver of the same; or
14.1.2. The Building Control Approver becomes Insolvent.
14.2. The Building Control Approver may terminate this Contract forthwith by written notice to the Client if:
14.2.1. The Client is in breach of its obligations under this Contract and has failed to remedy the breach within 28 days of the Building Control Approver notifying the Client of the same;
14.2.2. The Building Control Approver is prevented or impeded in performing the Services as a result of (i) Force Majeure and/or (ii) a Relevant Event;
14.2.3. The Client becomes Insolvent;
14.2.4. The Building Control Approver reasonably believes that it will not be in a position to issue a Final Certificate;
14.2.5. The Building Control Approver considers that there is a conflict between its obligations under this Contract and the Statutory Functions;
14.2.6. The Building Control Approver considers that it is necessary to cancel the Initial Notice under Section 52(1) of the Building Act 1984;
14.2.7. The Building Control Approver is unable to maintain professional indemnity insurance and/or public liability insurance as required under this Contract;
14.2.8. The BSR suspends, terminates or places restrictions on the Building Control Approver’s registration which prevents the Building Control Approver from carrying out the Services or from undertaking any Additional Work instructed pursuant to clause 9; and/or
14.2.9. The Project constitutes or involves HRB Work.
14.3. Following any notice of termination by the Building Control Approver or the Client, the Building Control Approver is entitled to:
14.3.1. Write to the relevant local authority (with a copy to the Client) cancelling the Initial Notice, in which case the Building Control Approver functions will revert to the relevant local authority or to a different Building Control Approver, as may be notified by the Client, and the Building Control Approver will be discharged from all requirements to complete the Services or any Additional Work; and/or
14.3.2. Except in the case of termination under clause 14.1.2 or 14.2.8 or 14.2.9, at the Building Control Approver’s discretion, issue a Final Certificate in respect of part of the wor...
