Termination Event Procedures Clause Samples

Termination Event Procedures. Upon the occurrence of a Termination Event under: (a) subsections 2.1 (a), (b), (c), (r), (u) or (y) of this Support Agreement, then this Support Agreement shall automatically terminate without further action; (b) subsection 2.1(o) of this Support Agreement, then this Support Agreement shall terminate upon written notice from the Party that has the right to terminate the Purchase & Sale Agreement in accordance with its terms; and (c) subsections 2.1(q) or (t) of this Support Agreement, this Support Agreement shall terminate five (5) days after the non-breaching party, or in the case of a Termination Event under subsections 2.1(d), (e), (f), (g), (i), (j), (k), (l), (m), (n), (p), (s), (v), (w) and (x) above, any Party, shall have given written notice of such breach to the breaching party or the other Party, as applicable, and such breach, as applicable, shall not have been cured during such five (5) days after receipt of such notice (the date of termination under clause (a), (b) or (c) hereof being the “Termination Date”); provided that upon the occurrence of a Termination Event under subsections 2.1(f), (g), (i), (j), (k) or (w) above, the Termination Date may be extended for a maximum period of 45 days upon the consent of the Required Consenting Lenders, FG, the FG Principals and the Company; provided, further, that written notice of the occurrence of any Termination Event under subsections 2.1(d), (e), (f), (g), (i), (j), (k) or (w) above shall be delivered within five (5) days of the occurrence of any such Termination Event. For the avoidance of doubt, the automatic stay arising pursuant to section 362 of the Bankruptcy Code shall be deemed waived or modified for purposes of providing notice or exercising rights hereunder.

Termination Event Procedures. Upon the occurrence of a Debtor Termination Event or an Ally Termination Event, this Agreement shall automatically terminate without further action of the Parties or action or order of the Bankruptcy Court unless no later than five (5) business days after the occurrence of such Termination Event, the occurrence of such Termination Event is waived in writing by the Debtors or Ally, respectively. Upon the occurrence of a Consenting Claimant Termination Event, this Agreement shall only terminate after the Requisite Consenting Claimants provide Ally and the Debtors with three-days’ advance written notice of termination. In the event the Agreement is terminated, the Parties shall not have any continuing liability or obligation under the Agreement and each Party shall have all the rights and remedies available to it under applicable law; provided, however, that no such termination shall relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of termination. The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the Automatic Stay in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 8 hereof. ny-1040929

Termination Event Procedures. This Agreement shall automatically terminate and be of no further force or effect upon the first to occur of the Termination Events contemplated by any of clauses (v), (vi), (vii), (ix) or (x) of Section 9(a) hereof. In the event of a Termination Event contemplated by clause (xiv) of Section 9(a) hereof, this Agreement shall terminate upon written notice to the Company in accordance with Section 9(c)(iii) hereof.

Termination Event Procedures. (a) Unless waived in writing by each Party to this Agreement, this Agreement shall terminate three (3) business days following the date of occurrence of any Termination Event. (b) With respect to any Termination Event which is triggered by the failure or inability to obtain the agreement or consent of each Consenting Holder or to have a document satisfactory to each Consenting Holder (a “Non-Consenting Holder”), the Termination Event shall only apply to such Non-Consenting Holder and this Agreement shall otherwise remain in full force and effect. (c) If this Agreement is validly terminated by any Party (other than a Non-Consenting Holder) and the transactions contemplated hereunder are abandoned in accordance with this Section 8, except as set forth in Section 9.9 hereof, all obligations hereunder shall terminate and be of no further force and effect, provided, however, that any claim for breach of this Agreement shall survive termination and all rights and remedies with respect to such claims shall not be prejudiced in any way, provided further, however, that if the Company terminates this Agreement, it shall be obligated to promptly pay all fees and expenses of the Consenting Holders’ professionals incurred through the date of termination provided, further, that this provision shall in no way limit the Company’s obligation to pay the fees and expenses of the Consenting Holders’ professionals under any order approving the use of cash collateral.

Termination Event Procedures. Termination of this Agreement sought pursuant to Section 2(b)(ii) (by the Manager) or 2(b)(iii) (by the Company) (each a “Potential Termination Event”) shall comply with the following procedures: (i) The party asserting that a Potential Termination Event has occurred (the “Terminating Party”) shall provide the other party (the “Non-Terminating Party”) with written notice of such Potential Termination Event (the “Termination Notice”). (ii) Such Termination Notice shall include the facts and circumstances forming the basis for the Terminating Party’s belief that a Potential Termination Event has occurred. (iii) Following the Non-Terminating Party’s receipt of a Termination Notice for termination pursuant to Section 2(b)(ii) or Section 2(b)(iii)(A) or (B), the Non-Terminating Party shall have 45 days to cure the breach that gives rise to the Potential Termination Event (if such breach that gives rise to the Potential Termination Event is curable). (iv) Termination pursuant to Section 2(b)(iii)(H) shall be effective 14 calendar days following the Non-Terminating Party’s receipt of the applicable Termination Notice; provided that during such 14 days, Manager shall perform Transition Services (as defined below) to the Company; provided, however that Manager shall not be obligated to incur any out of pocket costs in connection with such Transition Services.

Termination Event Procedures. Upon the occurrence of a Termination Event under (i) Section 4.1 (a), (b), (d), (e), (f), (g), (i) or (m) of this Support Agreement, this Support Agreement shall automatically terminate without further action, and (ii) Section 4.1 (c), (h), (j), (k), (l), (n), (o), (p), (q) or (r) of this Support Agreement, five (5) Business Days after the Administrative Agent (on behalf of the Consenting Lenders) or, with respect to a Termination Event under Section 4.1(c) which has occurred as a result of a breach of this Support Agreement by any Party, the other non-breaching Parties, shall have given written notice of the occurrence of such Termination Event to the other parties hereto and such Termination Event shall not have been cured during such five (5) Business Days after receipt of such notice (or otherwise waived in writing by the requisite Parties in accordance with the terms hereof), this Support Agreement shall terminate (the date of termination under clause (i) or (ii) hereof being the “Termination Date”). For the avoidance of doubt, the automatic stay arising pursuant to Section 362 of the Bankruptcy Code in the Chapter 11 Cases shall be deemed waived or modified for purposes of providing notice hereunder or terminating this Support Agreement.

Termination Event Procedures. Except as provided in Section 6.1, upon the occurrence of a Termination Event, any Party that is materially and adversely affected by such Termination Event may terminate its obligations under this Agreement by providing a Termination Notice to all other Parties to this Agreement utilizing the notice addresses in section 10.13 hereof, and, unless the Party or Parties providing the Termination Notice waives the Termination Event in writing no later than five (5) Business Days after the date of such Termination Notice, such Party’s obligations and benefits under this Agreement shall be terminated; provided, however, that a Party shall not be required to demonstrate that it is “materially and adversely affected” by a failure to satisfy the Milestones in Section 6.1 (i) to exercise its termination rights under section 6.1 of this Agreement. Notwithstanding the foregoing, if a Termination Event as specified in clauses (a), (b), or

Termination Event Procedures. (a) If this Support Agreement is terminated as to any Party pursuant to this Section ‎3, this Support Agreement shall forthwith become void and of no further force or effect, each such Party shall be released from its commitments, undertakings and agreements under or related to this Support Agreement, and there shall be no liability or obligation on the part of any such Party; provided, that (i) each such Party shall have all rights and remedies available to it under applicable law (for all matters unrelated to this Support Agreement); (ii) any and all consents and ballots tendered by a terminating Consenting Lender or a terminating Consenting Member prior to such termination shall be deemed, for all purposes, automatically to be null and void ab initio, shall not be considered or otherwise used in any manner by the Parties in connection with the Plan and this Support Agreement or otherwise and such consents or ballots may be changed or resubmitted regardless of whether the applicable voting deadline has passed (without the need to seek a court order or consent from the Company Parties allowing such change or resubmission); (iii) in no event shall any such termination relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination (including any reimbursement obligations incurred prior to the date of such termination); (iv) in no event shall any such termination relieve any Party from its obligations under this Support Agreement which expressly survive any such termination pursuant to Section 8.4; (v) in the event the Chapter 11 Cases have been commenced, the automatic stay arising pursuant to section 362 of the Bankruptcy Code shall be deemed waived or modified for purposes of providing notice or exercising rights of termination hereunder; and (vi) in the event any Consenting Member terminates this Support Agreement, this Support Agreement shall not terminate or be terminable by any other Party solely on the basis of such termination, this Support Agreement shall remain in full force and effect and such other Parties shall not be relieved of any obligations hereunder, except that (1) such terminating Consenting Member shall no longer be a Party to this Support Agreement and shall be relieved of all obligations hereunder, provided, that such terminating Consenting Member shall be the beneficiary of the survival provisions set forth in Section 8.4, (2) such other Parties shall not be obli...

Termination Event Procedures. Upon the occurrence of a Termination Event set forth in Sections 2.1 (a), (b), (c), (d), (e), (f), (h), (j), (l), (q) and (s) this Support Agreement shall automatically terminate. Upon the occurrence of any other applicable Termination Event, a Plan Support Party may effect termination through delivery of written notice (“Termination Notice”) to counsel to (i) the Consenting Lenders, (ii) the Company and (iii) the Consenting Noteholders (the date of the effectiveness of any such termination, the “Termination Date”). Except in the case of a Board Termination or any Termination Event set forth in Sections 2.1(a), (b), (c), (d), (e), (f), (h), (j), (l), (q) and (s), any Plan Support Party who receives a Termination Notice shall have three (3) Business Days to cure the noticed Termination Event. The automatic stay arising pursuant to section 362 of the Bankruptcy Code shall be deemed waived or modified solely for purposes of providing notice hereunder.