Termination; Certificate of Release Sample Clauses

Termination; Certificate of Release. (a) (i) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all outstanding Secured Obligations (other than Secured Obligations in respect of Secured Hedge Agreements or Cash Management Obligations not yet due and payable (to the extent permitted by the terms thereof) and contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is fully cash collateralized or supported by a backstop letter of credit in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) In connection with any termination pursuant to preceding paragraph (a), the Collateral Agent shall promptly execute and deliver to the Grantor, at the Grantor's expense, all documents that the Grantor shall reasonably request to evidence such termination. Any execution and delivery of documents pursuant to this Section 5.03 shall be without recourse to or warranty by the Collateral Agent and the Account Custodian. (c) At any time that the Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (b), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer's certificate certifying that the release of the respective Account Proceeds or Collateral is permitted pursuant to paragraph (a) or (b). Neither the Collateral Agent nor the Account Custodian shall have any liability whatsoever to any Secured Party as the result of any release of Account Proceeds or Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section (d) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Secured Obligations are so secured and (ii) any release of Collateral effected in the manner permitt...
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Termination; Certificate of Release. (a) Upon the earlier to occur of (x) the release of all Account Proceeds as provided in Article 5 hereof and (y) the repayment in full of all Obligations (other than unasserted contingent indemnification obligations not yet due and payable), the termination of all Commitments and termination or cancellation of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and the Issuing Bank), (i) this Agreement and any security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Article 8 hereof shall survive any such termination), and (ii) the Collateral Agent, at the expense of the Assignor, will (x) at the Assignor’s request, execute and deliver to the Assignor a proper instrument or instruments acknowledging the termination of this Agreement and (y) direct the Account Custodian to transfer any remaining funds on deposit in the Cash Collateral Account to the Assignor. Any transfer and release of the Account Proceeds (or the Collateral) by the Collateral Agent pursuant to this Section 5.03 shall be made without recourse, representation or warranty. (b) At any time that the Assignor desires that the Account Proceeds be released as provided in the foregoing Section 5.03(a), it shall deliver to the Collateral Agent a certificate of a Responsible Officer of the Assignor certifying that the release of the Account Proceeds is permitted pursuant to such Section 5.03(a). The Collateral Agent shall have no liability whatsoever to any Secured Party or Second Lien Secured Party as the result of any release of Account Proceeds by it as permitted (or which the Collateral Agent in the absence of gross negligence, bad faith or willful misconduct believes to be permitted) by this Section 5.03.
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Termination; Certificate of Release. (a) Upon the earlier of (x) the release of all Account Proceeds as provided in Article 5 hereof and (y) the occurrence of the Termination Date (as defined in the US Security Agreement), (i) this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8 hereof shall survive any such termination) and (ii) the Collateral Agent, at the expense of the Assignor, will (A) execute and deliver to the Assignor a proper instrument or instruments acknowledging the termination of this Agreement and (B) in the case of clause (y) above, direct the Account Custodian to transfer any remaining funds on deposit in the Account to the Assignor. Any transfer and release of the Account Proceeds by the Collateral Agent pursuant to this Section
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Related to Termination; Certificate of Release

  • Termination Certificate Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • TERMINATION CERTIFICATION Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit C. I also agree to keep the Company advised of my home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

  • Certificate of Termination On completion of the distribution of Company assets as provided herein, the Company is terminated, and the Sole Member (or such other person as the law may require or permit) shall execute, acknowledge, and cause to be filed a Certificate of Termination, at which time the Company shall cease to exist as a limited liability company.

  • Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

  • Amendment of Release Schedule The new release schedule will apply 10 days after the Escrow Agent receives a certificate signed by a director or officer of the Issuer authorized to sign (a) stating that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition; (b) stating that the release schedule for the Issuer’s escrow securities has changed; (c) stating that the Issuer has issued a news release at least 10 days before the first release date under the new release schedule and specifying the date that the news release was issued; and (d) specifying the new release schedule.

  • Execution of Release This Release may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Release. PLEASE READ THIS RELEASE AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS RELEASE CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.

  • Termination; Release (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Liens granted hereunder (subject to Section 7.8) and shall prepare and record any and all termination statements as may be appropriate to terminate all financing statements and other filings made in connection with the Liens granted hereunder. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by this Agreement or the Note, the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, to the extent required by this Agreement or the Note, the Holder shall have consented to such sale, transfer or other disposition; provided, further, that such security interest will continue to attach to all proceeds of such sales, transfers or other dispositions except to the extent such proceeds are the subject of any such sale, assignment, transfer or disposition or as otherwise consented to by Holder. (c) In connection with any of the foregoing, the Holder shall execute and deliver to the Grantor or the Grantor’s designee, at the Grantor’s expense, all UCC termination statements and similar documents that the Grantor shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Holder.

  • Certificate of Completion The Interconnection Customer shall provide the EDC with a completed copy of the Interconnection Agreement Certificate of Completion, including evidence of the electrical inspection performed by the local authority having jurisdiction. The evidence of completion of the electrical inspection may be provided on inspection forms used by local inspecting authorities. The Interconnection request shall not be finally approved until the EDC’s representative signs the Interconnection Agreement Certificate of Completion.

  • CERTIFICATE OF SERVICE I certify that I served a true and correct copy of the foregoing Consent Agreement and Final

  • FORM OF RELEASE The Release shall in substantially the form attached hereto as Exhibit A, Exhibit B, or Exhibit C, as applicable, and shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the Company). Unless a Change in Control has occurred, the Board, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with Executive.

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