Termination by the Partnership. The Partnership shall have the right, by giving notice as hereinafter specified to terminate this Agreement as to any or all Managers in its sole discretion at any time after the date of this Agreement; provided, however, that with respect to any pending sale, through any Manager for the Partnership, the obligations of the Partnership, including in respect of compensation of the Manager, shall remain in full force and effect notwithstanding the termination.
Termination by the Partnership. The Partnership shall have the right, by giving five (5) days notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
Termination by the Partnership. Notwithstanding any other provision of this Agreement, if (i) an NRGY Change of Control occurs, (ii) an NRGM Change of Control occurs or (iii) Inergy Holdings GP, LLC acquires MGP GP, LLC pursuant to the Membership Interest Purchase Agreement, then this Agreement, other than the provisions set forth in Article III hereof, may be terminated by the Partnership with 180 days’ prior written notice.
Termination by the Partnership. This Agreement may be terminated and the Merger may be abandoned by the Partnership Board, with approval of the Special Committee, if, at any time prior to the Effective Time, there has been a breach by Parent, EUS or Merger Sub of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Parent, EUS or Merger Sub shall have become untrue, in either case, such that the conditions in Section 9.3(a) or Section 9.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (a) sixty days after the giving of notice thereof by the Partnership to Parent or (b) the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 10.4 shall not be available to the Partnership if it has breached in any material respect its representations, warranties, covenants or agreements set forth in this Agreement.
Termination by the Partnership. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Partnership, upon at least sixty (60) days’ written notice to the Dealer Manager. The Partnership also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Cause” termination due to a material breach of this Agreement, upon written notice of termination from the Board of Directors of the Partnership to the Dealer Manager if any of the following events occur:
(i) For Cause (as defined below);
(ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Dealer Manager in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Dealer Manager or for any substantial part of its property or orders the winding up or liquidation of the Dealer Manager’s affairs;
(iii) The Dealer Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Dealer Manager or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due;
Termination by the Partnership. This Agreement may be terminated at any time prior to the Effective Time by the Partnership, if duly authorized by the Partnership Conflicts Committee on behalf of the Partnership, if any of TEGP, TE, Merger Sub or the General Partner shall have breached or failed to perform any of their respective representations, warranties, covenants or agreements set forth in this Agreement (or if any of their respective representations or warranties set forth in this Agreement shall fail to be true), which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.2(a)(i) or Section 6.2(a)(ii) (with or without the passage of time) and (ii) is incapable of being cured, or is not cured, by the breaching Party prior to the Termination Date; provided that the right to terminate this Agreement pursuant to this Section 7.3 shall not be available to the Partnership if, at such time, the condition set forth in Section 6.3(a)(i) or Section 6.3(a)(ii) cannot be satisfied (with or without the passage of time).
Termination by the Partnership. THE PARTNERSHIP may terminate this agreement by written notice to PHYSICIAN upon the occurrence of any of the following; with PHYSICIAN immediately notifying THE PARTNERSHIP in writing should any such event take place: The revocation, suspension, or cancelation of the PHYSICIAN's professional license. The imposition of any restriction or limitation on the PHYSICIAN by a board, organization, or governmental authority having jurisdiction over the PHYSICIAN. The failure or refusal of the PHYSICIAN to comply with the reasonable policies, work requirements, standards, and regulations of THE PARTNERSHIP or the Hospital. PHYSICIAN breaches any material obligation or covenant under this Agreement. THE PARTNERSHIP in its sole discretion determines that PHYSICIAN is committing, or has committed, during the term hereof, unfair and/or unethical practices, or practices which are or could be harmful to patients, or in violation of law. The exclusion, either temporary or permanent, of PHYSICIAN from participation in Medicare, Medicaid, or other a federal or state health care payment programs.
Termination by the Partnership. This Agreement may be terminated at any time prior to the Effective Time by the Partnership (subject to Section 8.6) if:
Termination by the Partnership. The Partnership, in its sole discretion, may terminate the services of any Loaned Employee to the Partnership at any time by providing written notice to the individual designated by Vodafone for that purpose. The Partnership shall (a) further reimburse Vodafone in an amount equal to the lesser of (i) the cost of severance benefits actually paid to the employee, or (ii) the cost of severance benefits that would have been paid to the employee if the employee had been a participant in Vodafone's most generally applicable severance plan; and
Termination by the Partnership. THE PARTNERSHIP may terminate this AGREEMENT by written notice to PHYSICIAN upon the occurrence of any of the following; with PHYSICIAN immediately notifying THE PARTNERSHIP in writing should any such event take place.
a. The revocation, suspension, or cancelation of the PHYSICIAN's professional license.
b. The imposition of any restriction or limitation on the PHYSICIAN by a board, organization, or governmental authority having jurisdiction over the PHYSICIAN.
c. The failure or refusal of the PHYSICIAN to comply with the reasonable policies, work requirements, standards, and regulations of THE PARTNERSHIP, the PWC or SULZBACHER.
d. PHYSICIAN breaches any material obligation or covenant under this Agreement.
e. The exclusion, either temporary or permanent, of PHYSICIAN from participation in Medicare, Medicaid, or other a federal or state health care payment programs.
