Termination Fee upon Breach or Withdrawal of Approval Sample Clauses

Termination Fee upon Breach or Withdrawal of Approval. If this Agreement is terminated at such time that this Agreement is terminable pursuant to one (but not both) of (x) Section 8.1(e)(i) or (ii) or (y) Section 8.1(f)(i) or (ii), then (i) the breaching party shall promptly (but not later than five business days after receipt of notice from the non-breaching party) pay to the non-breaching party in cash an amount equal to all documented out-of-pocket expenses and fees incurred by the non-breaching party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement) not in excess of $10 million ("Expenses"); provided, however, that, if this Agreement is terminated by a party as a result of a willful breach by the other party, the non-breaching party may pursue any remedies available to it at law or in equity and shall, in addition to its out-of-pocket expenses (which shall be paid as specified above and shall not be limited to $10 million, be entitled to retain such additional amounts as such non-breaching party may be entitled to receive at law or in equity.
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Termination Fee upon Breach or Withdrawal of Approval. If this Agreement is terminated at such time that this Agreement is terminable pursuant to one or two (but not three) of (x) Section 10.1(h)(i) or (ii), (y) Section 10.1(i)(i) or (ii) or (z) Section 10.1(j)(i) or (ii), then: (i) each breaching party shall promptly (but no later than five business days after receipt of notice from the non-breaching party or parties (other than AMW)) pay to the non-breaching party or parties in cash such breaching party's Participation Percentage (as hereinafter defined) of an amount equal to all documented out-of-pocket expenses and fees incurred by the non-breaching party or parties (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement) not in excess of $5 million for any non- breaching party; provided, however, that, if this Agreement is terminated by a party as a result of a willful breach by any other party, each non-breaching party may pursue any remedies available to it at law or in equity and shall, in addition to its documented out-of-pocket expenses and fees (which shall be paid as specified above and shall not be limited to $5 million for any non-breaching party), be entitled to retain such additional amounts as such non- breaching party may be entitled to receive at law or in equity; and (ii) if (A) at the time of a breaching party's willful breach of this Agreement, there shall have been a third party tender offer for shares of, or a third party offer or proposal with respect to a Business Combination involving, such party or any of its Affiliates which at the time of such termination shall not have been rejected by such party and its board of directors or withdrawn by the third party, and (B) within two and one-half years of any termination by a non-breaching party, the breaching party or an Affiliate thereof becomes a Subsidiary of such offeror or a Subsidiary of an Affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination with such offeror or an Affiliate thereof, then such breaching party (jointly and severally with its Affiliates), at the closing (and as a condition to the closing) of such breaching party becoming such a Subsidiary or of such Business Combination, will pay to each non- breaching party (other than AMW) in cash such non-breaching party's Participati...
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Termination Fee upon Breach or Withdrawal of Approval. If this Agreement is terminated at such time that this Agreement is terminable pursuant to one (but not both) of (x) SECTION 9.1(g)(i) or (ii) or
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Related to Termination Fee upon Breach or Withdrawal of Approval

  • Withdrawal from Agreement A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand. B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.

  • Termination for Withdrawal of Authority Enterprise Services may suspend or terminate this Master Contract if, during the term hereof, Enterprise Services’ procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Master Contract; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Purchaser from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Purchaser shall have any obligation or liability to Contractor.

  • Withdrawal Events In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an event of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company pursuant to the Statutes (each of the foregoing being hereinafter referred to as a “Withdrawal Event”), the Company shall terminate sixty days after notice to the Members of such withdrawal Event unless the business of the Company is continued as hereinafter provided. Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate, irrespective of applicable law, if within aforesaid sixty day period the remaining Members, by the unanimous vote or consent of the Members (other than the Member who caused the Withdrawal Event), shall elect to continue the business of the Company. In the event of a Withdrawal Event with respect to an Member, any successor in interest to such Member (including without limitation any executor, administrator, heir, committee, guardian, or other representative or successor) shall not become entitled to any rights or interests of such Member in the Company, other than the allocations and distributions to which such Member is entitled, unless such successor in interest is admitted as a Member in accordance with this Agreement. An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member:

  • Refund for Withdrawal Due to Non-Delivery of Course The PEI will notify the Student within three (3) working days upon knowledge of any of the following: (i) It does not commence the Course on the Course Commencement Date; (ii) It terminates the Course before the Course Commencement Date; (iii) It does not complete the Course by the Course Completion Date; (iv) It terminates the Course before the Course Completion Date; (v) It has not ensured that the Student meets the course entry or matriculation requirement as set by the organisation stated in Schedule A within any stipulated timeline set by CPE; or (vi) The Student’s Pass application is rejected by Immigration and Checkpoints Authority (ICA). The Student should be informed in writing of alternative study arrangements (if any), and also be entitled to a refund of the entire Course Fees and Miscellaneous Fees already paid should the Student decide to withdraw, within seven (7) working days of the above notice.

  • Withdrawal of Services 50.1 Notwithstanding anything contained in this Agreement, except as otherwise required by Applicable Law, Verizon may terminate its offering and/or provision of any Service under this Agreement upon thirty (30) days prior written notice to CBB. 50.2 Notwithstanding anything contained in this Agreement, except as otherwise required by Applicable Law, Verizon may with thirty (30) days prior written notice to CBB terminate any provision of this Agreement that provides for the payment by Verizon to CBB of compensation related to traffic, including, but not limited to, Reciprocal Compensation and other types of compensation for termination of traffic delivered by Verizon to CBB. Following such termination, except as otherwise agreed in writing by the Parties, Verizon shall be obligated to provide compensation to CBB related to traffic only to the extent required by Applicable Law. If Verizon exercises its right of termination under this Section, the Parties shall negotiate in good faith appropriate substitute provisions for compensation related to traffic; provided, however, that except as otherwise voluntarily agreed by Verizon in writing in its sole discretion, Verizon shall be obligated to provide compensation to CBB related to traffic only to the extent required by Applicable Law. If within thirty (30) days after Verizon’s notice of termination the Parties are unable to agree in writing upon mutually acceptable substitute provisions for compensation related to traffic, either Party may submit their disagreement to dispute resolution in accordance with Section 14 of this Agreement.

  • Withdrawals upon Termination 27.4.1 Notwithstanding anything to the contrary contained in this Agreement, all amounts standing to the credit of the Escrow Account shall, upon Termination, be appropriated in the following order: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) 55% (fifty five per cent) of Debt Due excluding Subordinated Debt; (c) outstanding Annual Concession Fee; (d) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (e) incurred or accrued O&M Expenses; (f) retention and payments relating to the liability for defects and deficiencies set forth in Article 35; (g) outstanding Debt Service including the balance of Debt Due; (h) outstanding Subordinated Debt; (i) any other payments required to be made under this Agreement; and (j) balance, if any, in accordance with the instructions of the Concessionaire: Provided that no appropriations shall be made under Sub-clause (j) of this Clause 27.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Clause 34.4. 27.4.2 The provisions of this Article 27 and the instructions contained in the Escrow Agreement shall remain in full force and effect until the obligations set forth in Clause 27.4.1 have been discharged.

  • Withdrawal of Property from Market or Termination of Discussions Potential Investor acknowledges that the Property has been offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any time without notice for any reason whatsoever.

  • Rescission and Withdrawal Right Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

  • Withdrawal of Resignation An employee may resign in good standing by giving written notice to his/her appointing authority at least seven (7) calendar days in advance of the effective date of his/her resignation. Such an employee may, with the approval of his/her appointing authority, withdraw his/her resignation up to ten (10) calendar days after the effective date. Such approval shall not be unreasonably denied. An employee who fails to give written notice to his/her appointing authority at least seven (7) calendar days in advance of the effective date of his/her resignation may not withdraw that resignation.

  • Modification and Withdrawal of Bids 22.1 Bidders may modify or withdraw their bids by giving notice in writing before the deadline prescribed in Clause 20. 22.2 Each Bidder’s modification or withdrawal notice shall be prepared, sealed, marked, and delivered in accordance with Clause 18 & 19, with the outer and inner envelopes additionally marked “MODIFICATION” or “WITHDRAWAL”, as appropriate. 22.3 No bid may be modified after the deadline for submission of Bids. 22.4 Withdrawal or modification of a Bid between the deadline for submission of bids and the expiration of the original period of bid validity specified in Clause 15.1 above or as extended pursuant to Clause 15.2 may result in the forfeiture of the Bid security pursuant to Clause 16. 22.5 Bidders may offer discounts to, or modify the prices of their Bids only by submitting Bid modifications in accordance with this clause, or included in the original Bid submission.

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