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 PARTIES. This Agreement may be terminated (i) immediately by the Company and/or the Operating Partnership for Cause or upon the bankruptcy of the Advisor; (ii) upon 60 days prior written notice without Cause and without penalty by a majority of the Independent Directors of the Company; (iii) upon 60 days prior written notice without Good Reason and without penalty by the Advisor; or (iv) immediately by the Advisor for Good Reason or upon the bankruptcy of the Company. Sections 18, 19, 20, 30 and 33 shall survive any termination of this Agreement.
TERMINATION BY THE PARTIES. This Agreement may be terminated (i) immediately by the Corporation and/or the Operating Partnership for Cause (subject to any applicable cure period), (ii) upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors of the Corporation or by the Advisor, (iii) upon 60 days written notice with Good Reason by the Advisor or (iv) immediately by the Corporation and/or the Operating Partnership in connection with a merger, sale of Assets or transaction involving the Corporation pursuant to which a majority of the Directors then in office are replaced or removed.
TERMINATION BY THE PARTIES. This Agreement may be terminated (i) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor or upon a material breach of this Agreement by the Advisor; provided, that such material breach is not capable of being cured or has not been cured within thirty (30) days after the giving of notice thereof by the Company or the Operating Partnership to the Advisor; (ii) upon sixty (60) days written notice without Cause by a majority of the Independent Trustee of the Board; or (iii) upon sixty (60) days written notice by the Advisor. The provisions of Sections 19 through 23 survive termination of this Agreement.
TERMINATION BY THE PARTIES. This Agreement may be terminated by the parties with the effects stated in Section 7.2 in any of the following ways:
(a) by the mutual, written consent of Seller and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire Board;
(b) by Seller if (i) by written notice to Buyer that there has been a material breach by Buyer of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Buyer by Seller or (ii) by written notice to Buyer that any condition precedent to Seller's obligations as set forth in Article VI of this Agreement has not been met or waived by Seller, through no fault of Seller, on July 31, 2001;
(c) by Buyer by written notice to Seller, in the event (i) of a material breach by Seller of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Seller by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001;
(d) by Buyer by written notice to Seller pursuant to Section 2.11 hereof;
(e) by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement;
(f) by Buyer by written notice to Seller in the event of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or
(g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to t...
TERMINATION BY THE PARTIES. Pursuant to 45 C.F.R. § 164.504(e) and 42 U.S.C. § 17934(b), the Parties hereby acknowledge and agree that in the event one party has or obtains substantial and credible evidence that the other party has violated a material term of this Agreement, non-breaching party shall have the right to investigate such violation, and breaching party shall reasonably cooperate with non- breaching party with respect to such investigation. In the event of a material breach, non-breaching party shall: (i) provide breaching party with written notice of the existence of a material breach; and (ii) afford breaching party an opportunity to cure said material breach within thirty (30) days of receipt of non- breaching party’s written notice. As provided for in 45 C.F.R. § 164.504(e)(2)(iii), failure to cure is grounds for the immediate termination by non-breaching party of this Agreement and any related agreements without penalty or recourse to non-breaching party. Termination of this Agreement by either party shall be in writing.
TERMINATION BY THE PARTIES. If the Effective Time of the Merger has not occurred by the close of business on March 31, 2009, then any Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties hereto, without liability of or to any Party to this Agreement or any shareholder, director, officer, employee or representative of such Party, unless the reason for such Effective Time having not occurred is:
(a) such terminating Party’s willful breach of the provisions of this Agreement, or
(b) if all of the conditions to such terminating Party’s obligations set forth in Article V and Article VI have been satisfied or waived in writing by the date scheduled for the Closing, and, notwithstanding such satisfaction or waiver, such terminating Party fails or refuses to close the transactions contemplated by this Agreement.
TERMINATION BY THE PARTIES. This Agreement may be terminated:
TERMINATION BY THE PARTIES. The Attorney General reserves the right to modify or cancel any Claims/Accounts assigned to Vendor under this Retention Agreement and/or terminate this Retention Agreement at any time, in his sole discretion, and without cause or duty of explanation, upon written notice to Vendor. The Attorney General may suspend or terminate this Retention Agreement for convenience or any other reason including, but not limited to: (1) default, as defined below, by Vendor; (2) the lack of need for the services as specified under this Agreement; or (3) if the Attorney General deems termination to be in the best interest of the State of Ohio. Default by Vendor is defines as the failure by Vendor to specifically perform in accordance with the specifications, terms, and conditions of this Agreement. Vendor must notify the Director of External Collections in writing of all pending payment plans immediately upon suspension or termination. Upon receipt of notice of suspension or termination, Vendor shall cease all Work on the suspended or terminated Claims/Accounts assigned it under this Retention Agreement. Vendor will suspend or terminate all subcontracts relating to the suspended or terminated activities, take all necessary or appropriate steps to limit disbursements and minimize costs, and, if requested by the Attorney General, furnish a report, as of the date of receipt of notice of suspension or termination, describing the status of all Work, including, without limitation, results, conclusions resulting therefrom, and any other matters the Attorney General requires. Vendor may terminate this Retention Agreement upon thirty (30) days a d v a n c e written notice to the Director of External Collections.
TERMINATION BY THE PARTIES. This Agreement may be terminated, and the purchase and sale of the Station abandoned, by mutual consent of Buyer and Seller, or if the terminating Party is not then in material default, upon written notice to the non-terminating Party, upon the occurrence of any of the following:
