Termination Date Release Sample Clauses

Termination Date Release. Notwithstanding any other provision of this Agreement, the Administrative Agent agrees to (and the Lenders hereby authorize the Administrative Agent to) promptly take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to evidence the termination of the Liens and security interests created by the Transaction Documents on and after the Termination Date.
Sample 1
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Termination Date Release. Executive acknowledges and agrees that, in order to receive any payments pursuant to Article II, he will be required to sign an additional release and waiver in a form substantially similar to this Article V, and that Executive will not be entitled to any payments under Article II (other than for accrued Base Salary and Bonus under Section 2.1(a)) until the revocation period for such Release has expired.
Sample 1
Termination Date Release. The escrow established by this Agreement shall terminate on January 25, 2008 (the "Termination Date"); provided, that this Agreement shall continue in effect with respect to the escrow until the resolution of all outstanding indemnification claims as to which the Escrow Agent has properly received an RTM Certificate of Instruction in accordance with Section 5(b)(i) or an RTM Tax Certificate of Instruction in accordance with Section 5(c)(i), in each case, on or prior to the Termination Date, and such escrow shall continue with respect to such claims until such claims have been resolved in accordance herewith. On the Termination Date, the Escrow Agent shall deliver to the RTM Representatives for distribution by the RTM Representatives to the RTMRG Shareholders (provided, that in no event shall any RTMRG Escrow Shares be distributed to any RTMRG Shareholder that is not an RTMRG Accredited Shareholder) (A) any dividends or other distributions in respect of any RTMRG Escrow Shares received by the Escrow Agent and not previously distributed to the RTM Representatives for distribution by them to the RTMRG Accredited Shareholders pursuant to Section 3 and (B) the remaining portion of the RTM Escrow Fund, if any, less (I) a number of RTMRG Escrow Shares the value of which (with the value of each RTMRG Escrow Share deemed to equal the Current Market Price as of such time) is equal to the aggregate of all amounts designated in RTM Certificates of Instruction and RTM Tax Certificates of Instruction received by the Escrow Agent prior to the Termination Date that have not been canceled in accordance with clauses (iii), (iv) or (v) of Section 5(b) and Section 5(c), respectively plus (II) if the final determination referred to in Section 5(a) has not been made prior to the Termination Date, $2 million in cash and Permitted Investments, plus (III) if the final determination referred to in Section 5(a) has been made prior to the Termination Date and no RTMRG Escrow Shares are to be then distributed by operation of clause (I) above, an amount of cash and Permitted Investments equal to the excess of claims referred to in clause (I) above over the aggregate value of the RTMRG Escrow Shares remaining as of the close of business on the date immediately prior to the Termination Release Date (with the value of each RTMRG Escrow Share deemed to equal the Current Market Price as of such time).
Sample 1

Related to Termination Date Release

  • Termination Date, Etc “Termination Date” shall mean in the case of the Executive’s death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following:

  • Effective Date; Revocation Executive acknowledges and represents that he has been given [twenty-one (21)][forty-five (45)] days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above. Executive further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if he wishes to revoke this Agreement, he must do so in a writing, signed by him and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day of the revocation period. If no such revocation occurs, the General Release and this Agreement shall become effective on the eighth (8th) day following his execution of this Agreement and shall be final and binding on Executive.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Pre-Release Subject to the further terms and provisions of this Section 2.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary may (i) issue ADSs prior to the receipt of Shares (each such transaction a "Pre-Release Transaction") as provided below and (ii) Deliver Shares upon the receipt and cancellation of ADSs that were issued in a Pre-Release Transaction, but for which Shares may not yet have been received. The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the "Applicant") to whom ADSs or Shares are to be Delivered (1) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be Delivered by the Applicant under such Pre-Release Transaction, (2) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are Delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

  • Effective Date of Agreement; Termination (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

  • Effective Date; Termination This Agreement shall become effective upon execution by all of the Parties and shall continue in force until terminated in accordance with Clause 8.2(a).

  • Extension of Scheduled Termination Date Under the Fee Agreement, the Fund shall have the right, exercisable not more than one hundred twenty (120) days nor less than ninety (90) days prior to the Scheduled Termination Date, to request that the Liquidity Provider extend the term of such Scheduled Termination Date for an additional period of up to 364 days or, if mutually agreed upon by the parties to the Fee Agreement, a period greater than 364 days, which request may be conditioned upon terms and conditions that are different from the terms and conditions of this Agreement and the Fee Agreement then in effect. The Liquidity Provider shall, no later than thirty (30) days after receiving such request, notify the Fund and the Tender and Paying Agent of its acceptance or rejection of such request, which acceptance by the Liquidity Provider may be a Conditional Acceptance conditioned upon terms and conditions which are different from the terms and conditions of this Agreement and the Fee Agreement then in effect or the terms and conditions proposed by the Fund in making an extension request. If the Liquidity Provider fails to notify the Fund and the Tender and Paying Agent of its acceptance or rejection of the Fund's request for extension within such 30-day period, such failure to respond shall constitute a rejection of such request. If the Liquidity Provider provides a Conditional Acceptance, then the Fund shall have thirty (30) days thereafter to notify the Liquidity Provider and the Tender and Paying Agent of its acceptance or rejection of the terms and conditions specified in the Liquidity Provider's Conditional Acceptance. The Fund's failure to notify the Liquidity Provider and the Tender and Paying Agent within the 30-day period will be deemed a rejection of the terms and conditions specified in the Liquidity Provider's Conditional Acceptance. Under the Fee Agreement, the Fund will acknowledge and agree that the Liquidity Provider may grant or deny any request for extension of the Scheduled Termination Date in its sole and absolute discretion.

  • Notice; Effective Date of Termination (a) Termination of Executive’s employment pursuant to this Agreement shall be effective on the earliest of:

  • Complete Release Executive agrees to release EDS from all claims or demands Executive may have against EDS, including, but not limited to, any claims related to Executive's employment with EDS or separation from that employment and any claims for attorney's fees and costs. This Agreement includes, without limitation, a release of any rights or claims Executive may have under the Age Discrimination in Employment Act, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Americans with Disabilities Act, as amended, which prohibits discrimination against individuals with disabilities; the Fair Labor Standards Act, as amended, which regulates matters regarding compensation; the Family and Medical Leave Act, as amended, which regulates matters regarding certain types of leaves; or any other federal, state or local laws or regulations that in any way relate to the employment of individuals and/or prohibit employment discrimination of any form. This Agreement also includes, without limitation, a release by Executive of any related or unrelated wrongful discharge claims, contractual claims, tort claims or any other actions. This Agreement covers both claims that Executive knows about and those he/she may not know about. Executive expressly waives any right to assert after signing this Agreement that any claim, demand, obligation, or cause of action has through ignorance, oversight, or for any other reason, been omitted from the scope of Subsection 5 of Section III of this Agreement. Executive further promises never to file a lawsuit, demand, action or otherwise assert any claims that are released in Subsection 5 of Section III of this Agreement (excluding a lawsuit filed by Executive solely for purposes of challenging the validity of the Age Discrimination in Employment Act waiver). This Agreement does not include a release of (i) Executive's right, if any, to benefits Executive may be entitled to under any EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the EDS Retirement Plan and EDS 401(k) Plan, and COBRA benefits pursuant to Internal Revenue Code section 4980B, (ii) any rights or claims Executive may have under the Age Discrimination in Employment Act which arise after the date Executive signs this Agreement, (iii) any rights pursuant to this Agreement, (iv) Executive's right, if any, to benefits Executive may be entitled to under the EDS Executive Deferral Plan, (v) any rights pursuant to any indemnification agreements between Executive and EDS, or (vi) Executive's right, if any, to benefits Executive may be entitled to under any applicable directors and officers or other liability insurance policies.

  • Normal Termination Date Unless earlier terminated pursuant to Section 3(b) or Section 5, the Options shall terminate on the tenth anniversary of the Grant Date (the “Normal Termination Date”), if not exercised prior to such date.

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