Termination, Deliveries Sample Clauses

Termination, Deliveries. If the contract is terminated for any reason, the CONTRACTOR is responsible for delivery of all commodities and services ordered prior to the termination, unless those orders had been canceled by UND. The rights and remedies of UND provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
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Termination, Deliveries. In the event of termination of this Agreement or expiration without renewal thereof, and upon written request by Dealer, Distributor will use its best efforts to furnish Dealer with Honda Automobiles to fill Dealer's bona fide orders on hand on the date of termination or expiration without renewal subject to the following conditions and limitations: A. Within ten (10) days following the date of service of the notice of termination upon Dealer or expiration without renewal of this Agreement, Dealer shall deliver to Distributor a written schedule of Dealer's bona fide retail orders on hand on the date of termination together with a photo-copy of each such order attached. Such schedule shall show the name and address of each retail customer and the details with respect to each Honda Automobile ordered, including model, body type, color and accessories and shall specify each bona fide order against which Dealer desires Distributor to make delivery and that Dealer does not have in stock such Honda Automobiles to fill such orders. Such unfilled retail orders for which delivery is thus specified by Dealer, when approved by Distributor, shall constitute Dealer's Unfilled Order Schedule. No change or substitution may be made by Dealer in such Dealer's Unfilled Order Schedule and Distributor shall not be obligated to make delivery of any Honda Automobile to Dealer except as specified therein. In the event Dealer fails to deliver to Distributor the timely detailed Schedule above required, Dealer shall have no further rights. B. Honda Automobiles shall be delivered to Dealer by Distributor hereunder substantially in accordance with the schedules and basis of delivery in effect with respect to other dealers in the same zone area at the time of Dealer's termination, and Dealer shall accept any such Honda Automobiles required to be delivered by Distributor hereunder against Dealer's Unfilled Order Schedule immediately upon notification by Distributor of the availability to Dealer of such Honda Automobiles and in accordance with the terms and conditions of sales established by Distributor and in effect at the time of shipment. In the event of its failure to do so, Dealer shall have no further right to receive such Honda Automobiles or any other Honda Automobile in lieu of them. C. Dealer shall give Distributor notice immediately of any cancellation for any reason of any retail order set forth in Dealer's Unfilled Order Schedule and in the event of cancellation of any orde...
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Termination, Deliveries. Effect of Transactions after Termination
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Termination, Deliveries. If this Contract is terminated for any reason, Contractor is responsible for delivery of all commodities and services ordered prior to the termination, unless those orders have been canceled by UND.
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Termination, Deliveries. If this Agreement is voluntarily terminated by Dealer or expires or is terminated because of the death or incapacity of a Dealer Operator or death of a Dealer Owner, without a termination or expiration deferral, Division will use its best efforts consistent with its distribution procedures to furnish Dealer with Motor Vehicles to fill Dealer's bona fide retail orders on hand on the effective date of termination or expiration, not to exceed, however, the total number of Motor Vehicles invoiced to Dealer for retail sale during the three months immediately preceding the effective date of termination.
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Termination, Deliveries. Upon the happening of a Termination Event, the Escrow Agent shall make the following deliveries from the Escrow Account, and upon completion of such deliveries, all of the obligations of the Escrow Agent hereunder shall terminate (such date being referred to herein as the "Termination Date"): a. the Escrow Agent shall deliver to Venture5 the Share Certificate and stock transfer power attached thereto; b. the Escrow Agent shall deliver to Petex Xxxxxxxx xxx Fatianow Share Certificate and stock transfer power attached thereto; c. the Escrow Agent shall deliver to Venture5 the Venture5 Share Certificate; d. the Escrow Agent shall deliver to Venture5 the original executed Non-Competition Agreements; e. the Escrow Agent shall deliver to Venture5 the five (5) original copies of the executed Termination Agreement;
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Termination, Deliveries. If this Agreement is voluntarily terminated by Authorized Maintenance Center under Article 13.2, Allixxx xxxl furnish, in accordance with the terms and conditions of this Agreement, Authorized Maintenance Center with Module(s) and/or Part(s) to satisfy the Authorized Maintenance Center's Maintenance Services obligations effective at the date of termination. Authorized Maintenance Center shall provide Allixxx xxxh a list of such obligations (herein called Schedule of Termination Deliveries) within ten (10) business days following the written notice of termination, identifying each Customer's name, address and the details of each Item to be worked (including Product, Module or Part numbers and serial numbers) along with the Event and Event Kit Modules and Parts which need to be ordered or are on order and required to fulfill the Maintenance Services obligations. Authorized Maintenance Center's orders for Module(s) and Part(s) identified in the Schedule of Termination Deliveries will be reviewed by Allixxx xxxhin five (5) business days after receipt. Allison's Parts Distribution Center will advise Authorized Maintenance Center should there be any concern with any particular obligation, and if so, what additional detail regarding subject obligation is necessary. Upon satisfactory review, the orders will be accepted and acknowledgment made either in writing or electronically to Authorized Maintenance Center identifying the orders to be filled and the related Ship Promise Date and basis of delivery. Authorized Maintenance Center shall accept all Module(s) or Part(s) ordered by Authorized Maintenance Center and acknowledged under this provision. In the event Authorized Maintenance Center fails to do so, Authorized Maintenance Center shall have no further right to receive any such Module(s) or Part(s). Module(s) or Part(s) shall be delivered hereunder in substantial accordance with the schedules and basis of delivery as identified and as of the effective date in compliance with the notification of termination and termination.
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Related to Termination, Deliveries

  • Share Termination Delivery Property A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Termination Notices If at any time prior to 5:00 p.m. (Eastern time) on June 29, 2016 (the “Property Approval Period”), the Title Company receives a notice from Purchaser that Purchaser has exercised its termination right under Section 5.4, the Title Company, within three (3) Business Days after the receipt of such notice, will deliver the Xxxxxxx Money Deposit to Purchaser. If at any time, except as provided in the preceding sentence, the Title Company receives a certificate of either Sellers or of Purchaser (for purposes of this Section 4.6, the “Certifying Party”) stating that: (a) the Certifying Party is entitled to receive the Xxxxxxx Money Deposit pursuant to the terms of this Agreement, and (b) a copy of the certificate was delivered as provided herein to the other party (for purposes of this Section 4.6, the “Other Party”) prior to or contemporaneously with the giving of such certificate to the Title Company, then, the Title Company shall notify the Other Party in writing of the Title Company’s receipt of such certificate. Unless the Title Company has then previously received, or receives within five (5) Business Days after such written notification to the Other Party of the Title Company’s receipt of the Certifying Party’s certificate, contrary instructions from the Other Party, the Title Company, within one (1) Business Day after the expiration of the foregoing five (5) Business Day period, will deliver the Xxxxxxx Money Deposit to the Certifying Party, and thereupon the Title Company will be discharged and released from any and all liability hereunder. If the Title Company receives contrary instructions from the Other Party within five (5) Business Days following such written notification to the Other Party of the Title Company’s receipt of said certificate, the Title Company will not so deliver the Xxxxxxx Money Deposit, but will continue to hold the same pursuant hereto, subject to Section 4.7.

  • Share Termination Delivery Unit One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. Failure to Deliver: Applicable

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, all of the Insider Letters and the Subscription Agreement.

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

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