Termination by the Escrow Agent Sample Clauses

Termination by the Escrow Agent. The Escrow Agent may terminate his appointment as Escrow Agent under this Agreement at any time by giving the Carrier and the Shipper 120 (one hundred and twenty) calendar days' prior written notice. If the Escrow Agent terminates its appointment or becomes unable to perform its obligations hereunder, the Appointers shall agree on a new escrow agent. If the Appointers cannot agree on a new escrow agent within 60 (sixty) calendar days following receipt of the Escrow Agent’s termination notice, each Appointer may request the president of the Zurich Chamber of Commerce to appoint a new es- crow agent. The costs of the appointment proceedings shall be borne by the Carrier and the Shipper equally.
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Termination by the Escrow Agent. Should the Escrow Agreement be terminated by the Escrow Agent, Escrow Agent shall promptly deliver the Material to such successor escrow agent as is designated by Calix and Ericsson.
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Termination by the Escrow Agent. The Escrow Agent may terminate its appointment at any time by giving 120 working days’ notice in writing to the Shareholders. If the Escrow Agent terminates its appointment, dies or becomes incapable of fulfilling its obligations under this Escrow Agreement, the Escrow Agent shall be released from its obligations hereunder, and a person designated by the Escrow Agent shall replace the latter and become the new Escrow Agent, provided that such person accepts this appointment and both Parties agree, whereupon all Shares of the Company held by the previous Escrow Agent shall be delivered to the new Escrow Agent. If the Escrow Agent cannot be replaced in accordance with the above paragraph, and the Shareholders are unable to jointly reach an agreement within 60 working days after receipt of a notice of termination or, as the case may be, a notice stating that the Escrow Agent is incapable of fulfilling its obligations hereunder by the Escrow Agent, either Party may request the president of the Zurich Chamber of Commerce to appoint a new Escrow Agent. The costs of the appointment procedure shall be borne by each shareholder in proportion to its shareholding in the Company.
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Termination by the Escrow Agent. The Escrow Agent may terminate its appointment as escrow agent under this Escrow Agreement at any time in accordance with Article 476 par. 1 CO by giving the Principals 6 (six) months’ prior written notice. Notwithstanding anything else set forth herein, in the event the Escrow Amount is not completely released on December 31, 2017, the Escrow Agent may terminate its appointment as escrow agent under this Escrow Agreement at any time by giving the Principals 3 (three) months’ prior written notice. If the Escrow Agent terminates its appointment or becomes unable to perform his obligations hereunder, the Principals shall immediately and jointly nominate a successor to act as escrow agent (the Successor). In such a case, the Escrow Agent shall immediately transfer the Escrow Account to the Successor, and the Successor shall then perform all duties which the Escrow Agent had under this Escrow Agreement. If the Escrow Agent cannot be replaced in accordance with the preceding paragraph or the Principals cannot agree on a Successor within 60 (sixty) Business Days following receipt of the Escrow Agent’s termination notice, any of the Parties shall be entitled to request the president of the Zurich Chamber of Commerce to appoint a Successor. Should such appointment not occur within 30 (thirty) Business Days following such request, then the Escrow Agent shall continue to keep the Escrow Account. The Escrow Agent shall then only release the Escrow Amount in accordance with joint or corresponding written instructions received by the Principals pursuant to Article 4.2. or in accordance with a final and binding arbitral award pursuant to Article 4.4. Any other obligation of the Escrow Agent to release the Escrow Amount under this Escrow Agreement shall in such a case cease to be effective, it being understood by the Parties that all other provisions of this Escrow Agreement shall continue to be valid and binding.
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Termination by the Escrow Agent. The Escrow Agent shall be entitled to terminate his appointment under this Escrow Agreement pursuant to Article 476 CO. In case of an early termination by the Escrow Agent, the Escrow Agent shall request the Board of Directors to name another Escrow Agent within thirty (30) days. If a substitute escrow agent is appointed, the Escrow Agent shall transfer the Shares to the substitute escrow agent in accordance with the instruction of the Board of Directors. If the Board of Directors does not name a substitute escrow agent or if the named substitute escrow agent is unable or unwilling to act as Escrow Agent, the Escrow Agent shall be entitled to deposit the Shares with the Court of First Instance of the District of Zurich (Bezirksgericht Zürich 1). The costs of such deposition shall be borne by the Shareholders.
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Related to Termination by the Escrow Agent

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • Termination by the Employer The Employer may terminate the Employment Period (i) immediately upon the delivery of a Notice of Termination (as defined in Section 4.01(d) of this Agreement) by the Employer to the Executive setting forth the facts that indicate that a determination has been made that the Executive has a Disability in accordance with Section 4.02 of this Agreement; (ii) immediately upon delivery of a Notice of Termination by the Employer to the Executive setting forth the facts that indicate that an event constituting Cause (as defined in Section 4.03 of this Agreement) has occurred, or on such later date as may be set forth in such Notice of Termination; or (iii) at any time without Cause effective as of the 30th day following the delivery of a Notice of Termination by the Employer to the Executive, or on such later date as may be set forth in such Notice of Termination.

  • Termination by the Bank The Bank may terminate the employment of the Executive as follows:

  • Termination by the Executive The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

  • Termination by the Employee The Employee may terminate his employment under this Agreement at any time upon not less than thirty days prior written notice to the Company. The Company may, however, elect to accelerate the date of termination. In the event of such a termination, the Company shall be required to pay to the Employee:

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Termination by the Company without Cause or Resignation by Executive for Good Reason (Other Than Change in Control). The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated by the Company without Cause, but not in the event of a termination due to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled.

  • Termination by the Employer for Cause The Executive’s employment under this Agreement may be terminated for Cause (as defined below) on the part of the Employer effective upon a vote of the Board of Directors, prior to which the Employer shall have given the Executive ten (10) days prior written notice and the opportunity to be heard on such matter at a meeting of the Board. Only the following shall constitute “Cause” for such termination:

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