TERMINATION BY TRANSFEROR Sample Clauses

TERMINATION BY TRANSFEROR. If any condition set forth herein for the benefit of Transferor (other than a default by Transferee) cannot or will not be satisfied prior to Closing, and Transferee fails to cure any such matter within ten (10) business days after notice thereof from Transferor, Transferor may, at its option, elect either (a) to terminate this Agreement, in which event the rights and obligations of Transferor and Transferee hereunder shall terminate immediately, or (b) to waive its right to terminate, and instead, to proceed to Closing. If, prior to Closing, Transferee defaults in performing any of its obligations under this Agreement (including its obligation to purchase the Property), and Transferee fails to cure any such default within ten (10) business days after notice thereof from Transferor, then Transferor's sole remedy for such default shall be to terminate this Agreement and Transferor waives any claims for damages, actual, consequential or otherwise, that it may possess against Transferee.
Sample 1Sample 2Sample 3See All (5)
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TERMINATION BY TRANSFEROR. 27 8.5 Costs and Attorneys' Fees. . . . . . . . . . . . . . . 27
Sample 1See All (4)
TERMINATION BY TRANSFEROR. If any condition set forth herein for the benefit of Transferor (other than a default by Transferee) cannot or will not be satisfied prior to Closing, and Transferee fails to cure any such matter within ten (10) business days after notice thereof from Transferor, Transferor may, at its option, elect either (a) to terminate this Agreement, in which event the rights and obligations of Transferor and Transferee hereunder shall terminate immediately except as provided in Section 8.5, or (b) to waive its right to terminate, and instead, to proceed to Closing.
Sample 1
TERMINATION BY TRANSFEROR. IN THE EVENT THAT THIS TRANSACTION DOES NOT CLOSE AS A CONSEQUENCE OF A DEFAULT BY TRANSFEREE, TRANSFEROR MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO TRANSFEREE, AND TRANSFEREE SHALL PAY TO TRANSFEROR, AS LIQUIDATED DAMAGES, THE DEPOSIT AND EACH PARTY'S OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT SHALL TERMINATE. THE PARTIES AGREE THAT (A) TRANSFEROR'S ACTUAL DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IF TRANSFEREE DEFAULTS, (B) THE DEPOSIT IS THE BEST ESTIMATE OF THE AMOUNT OF DAMAGES TRANSFEROR WOULD SUFFER, AND (C) THE PAYMENT OF THE DEPOSIT TO TRANSFEROR AS LIQUIDATED DAMAGES IS NOT A PENALTY. THE DEPOSIT SHALL BE THE AMOUNT THAT TRANSFEROR IS ENTITLED TO RECEIVE AS LIQUIDATED DAMAGES; AND TRANSFEROR SHALL HAVE NO RIGHT, AND HEREBY WAIVES THE RIGHT, TO AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT OR ANY OTHER REMEDY AVAILABLE AT LAW OR IN EQUITY. THE PARTIES WITNESS THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION AND TRANSFEROR'S WAIVER OF SPECIFIC PERFORMANCE BY INITIALING THIS SECTION BELOW. Transferor: /s/ [ILLEGIBLE] Transferee: /s/ [ILLEGIBLE] ------------------- -------------------
Sample 1
TERMINATION BY TRANSFEROR. Transferor acknowledges that it has terminated, on or before the Effective Date, the employment of the Transferor’s employees set forth on Exhibit A hereto (“Employees”).
Sample 1
TERMINATION BY TRANSFEROR. If any condition set forth herein for the benefit of Transferor (other than a default by Transferee) cannot or will not be satisfied prior to Closing, and Transferee fails to cure any such matter within ten (10) business days after notice thereof from Transferor, Transferor may, at its option, elect either (a) to terminate this Agreement, in which event the rights and obligations of Transferor and Transferee hereunder shall terminate immediately and Transferee shall be entitled to the return of its Xxxxxxx Money Deposit, or (b) to waive its right to terminate, and instead, to proceed to Closing. If, prior to Closing, Transferee materially defaults in performing any of its obligations under this Agreement (including its obligation to purchase the Property), and Transferee fails to cure any such material default within ten (10) business days after notice thereof from Transferor, then Transferor's sole remedy for such default shall be to terminate this Agreement and receive from the Escrow Agent that portion of the Xxxxxxx Money Deposit that will reimburse Transferor for actual reasonable out-of-pocket expenses incurred in connection with this Agreement, and Transferor waives any additional claims for damages, actual, consequential or otherwise, that it may possess against Transferee. Transferee shall receive the remaining portion of the Xxxxxxx Money Deposit, if any.
Sample 1
TERMINATION BY TRANSFEROR. 28 8.5 COSTS AND ATTORNEYS' FEES................................... 28
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Related to TERMINATION BY TRANSFEROR

  • Termination by Owner Owner may also terminate this Agreement at any time before Contractor begins the Work and notifies Owner in writing of such commencement if (1) Owner sells the property on which the Work is being performed or (2) the economic climate does not warrant proceeding with the project of which the Work is a part. In such circumstance, Contractor shall be entitled to receive that portion of the Contract Price earned by Contractor for Work performed to the satisfaction of Owner less any payments made before the date this Agreement is terminated. Contractor shall not be entitled to any additional compensation or damages as a result of termination of this Agreement pursuant to this Paragraph 12(c).

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Termination by the Company for Cause The Executive’s employment under this Agreement may be terminated by the Company for Cause at any time upon written notice to the Executive without further liability on the part of the Company. For purposes of this Agreement, a termination shall be for Cause if:

  • Termination by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

  • Termination by the Corporation for Cause (1) Nothing herein shall prevent the Corporation from terminating Executive for Cause, as hereinafter defined. The Executive shall continue to receive compensation only for the period ending with the date of such termination as provided in this Section 6c. Any rights and benefits the Executive may have in respect of any other compensation shall be determined in accordance with the terms of such other compensation arrangements or such plans or programs.

  • 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 Resignation Subject to Section 3.2, below, Executive’s employment and the Company’s obligations under this Agreement shall terminate automatically, effective immediately upon Executive’s provision of written notice to the Company of Executive’s resignation from employment with the Company or at such other time as may be mutually agreed between the Parties following the provision of such notice.

  • Termination by the Company for Just Cause 7.2 The Company may terminate the employment of the Executive under this Agreement summarily, without any notice or any payment in lieu of notice, for Just Cause.

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