Termination; Annual Review Sample Clauses
The 'Termination; Annual Review' clause establishes the conditions under which an agreement may be ended and provides for a regular, typically yearly, assessment of the contract's terms and performance. In practice, this clause may allow either party to terminate the agreement after a specified notice period or upon completion of an annual review, which can be used to evaluate whether the arrangement continues to meet both parties' needs. Its core function is to offer flexibility and ensure that the contract remains relevant and effective over time, while also providing a structured opportunity to address issues or make changes as necessary.
Termination; Annual Review. (a) The Borrowers may terminate the Total Commitment and reduce it to zero in accordance with Section 2.07, and the Total Commitment and this Agreement shall terminate in accordance with the last paragraph of Section 10.01.
(b) The Total Commitment and this Agreement shall automatically terminate on the Termination Date.
(c) All Obligations shall become due and payable as of the date of any termination under Section 2.07(a), Section 12.01(a) or 12.01(b) and, pending a final accounting, the Agent may withhold any balances in the Loan Account (unless supplied with an indemnity satisfactory to the Agent) to cover all of the Obligations, whether absolute or contingent. All of the Agent's, the WC Collateral Agent's and the Lenders' rights and Liens and security interests shall continue after any termination until all Obligations for the payment of money have been paid in cash and satisfied in full and all Letters of Credit have been canceled and returned to the L/C Issuer or cash collateralized to the reasonable satisfaction of the Agent. After such payment DOC ID - 18336046.11 and satisfaction, the Agent, the WC Collateral Agent and the Lenders will, upon the reasonable request of the Administrative Borrower, execute all documents necessary to release, without recourse, representation and warranty and at the expense of the Borrowers, its Liens granted pursuant to the terms of this Agreement and the other Loan Documents.
(d) On or prior to July 31 of each year, the Borrowers shall provide the Agent with a certificate certifying and attaching any supporting calculations or details that: (i) the representations and warranties contained in Section 6.01 of this Agreement and in each other Loan Document and certificate or other writing delivered to the Agent, the L/C Issuer or the Lenders pursuant hereto on or prior to such date are true and correct on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case any such representation or warranty shall be true and correct on and as of such earlier date), (ii) the Borrowers are in compliance with the financial covenants set forth in Section 7.02(j) hereof, and (iii) no Event of Default or Default has occurred and is continuing.