Termination of Advisory Agreement. Notwithstanding anything to the contrary contained herein, unless the holder of a mortgage on a Project otherwise determines to keep this Agreement in effect, this Agreement shall automatically terminate upon Manager receiving written notification from Advisor or Owner that Owner has terminated the Advisory Agreement. Upon such termination, the parties hereto shall have no further obligation to the other, unless otherwise specifically set forth herein.
Termination of Advisory Agreement. Except as described in Section 4(d) hereof, in the event of a termination or expiration of the Advisory Agreement, any Reimbursable Amounts that have not expired or been repaid pursuant to Section 4(a) will not become immediately due and payable. Notwithstanding the foregoing, the agreements contained in Section 4 shall survive any such termination or expiration of the Advisory Agreement and shall remain operative and in full force and effect.
Termination of Advisory Agreement. The Advisory Agreement shall provide that it is terminable (a) by the Company upon sixty (60) days’ written notice to the Advisor: (i) upon the affirmative vote of holders of a majority of the outstanding voting securities of the Company entitled to vote on the matter (as “majority” is defined in Section 2(a)(42) of the 1940 Act) or (ii) by the vote of the Independent Trustees; or (b) by the Advisor upon not less than one hundred twenty (120) days’ written notice to the Company, in each case without cause or penalty. In the event of termination, the Advisor will cooperate with the Company and the Board in making an orderly transition of the advisory function. In addition, if the Company elects to continue its operations following termination of the Advisory Agreement by the Advisor, the Advisor shall pay all direct expenses incurred as a direct result of its withdrawal. Upon termination of the Advisory Agreement, the Company shall pay the Advisor all amounts then accrued but unpaid to the Advisor. The method of payment must be fair and protect the solvency and liquidity of the Company. When the termination is voluntary, the method of payment will be presumed to be fair if it provides for a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the terminated Advisor otherwise would have received under the applicable agreements among the parties had the Advisor not been terminated. When the termination is involuntary, the method of payment will be presumed to be fair if it provides for an interest bearing promissory note maturing in not more than five years with equal installment each year.
Termination of Advisory Agreement. The Advisory Agreement shall provide that it is terminable (a) by the Trust upon sixty (60) days’ written notice to the Adviser: (i) upon the affirmative vote of holders of a majority of the outstanding voting securities of the Trust entitled to vote on the matter (as “majority” is defined in Section 2(a)(42) of the 1000 Xxx) or (ii) by the vote of the Independent Trustees; or (b) by the Adviser upon not less than one hundred twenty (120) days’ written notice to the Trust, in each case without cause or penalty. In the event of termination, the Adviser will cooperate with the Trust and the Board in making an orderly transition of the advisory function. In addition, if the Trust elects to continue its operations following termination of the Advisory Agreement by the Adviser, the Adviser shall pay all direct expenses incurred as a direct result of its withdrawal. Upon termination of the Advisory Agreement, the Trust shall pay the Adviser all amounts then accrued but unpaid to the Adviser. The method of payment must be fair and protect the solvency and liquidity of the Trust.
Termination of Advisory Agreement. The Advisory Agreement shall provide that it is terminable:
(a) by the Company upon sixty (60) days’ written notice to the Adviser: (i) upon the affirmative vote of holders of a majority of the outstanding voting securities of the Company entitled to vote on the matter (as “majority” is defined in Section 2(a)(42) of the 1940 Act) or (ii) by the vote of the Independent Trustees; or
Termination of Advisory Agreement. This Agreement shall terminate immediately if (a)Licensor or another affiliate of Licensor is no longer acting as adviser (any such entity, in such capacity, the “Advisor”) to Licensee under the Advisory Agreement, dated as of January 24, 2023 (as the same may be amended, modified or otherwise restated, the “Advisory Agreement”), or (b) if the Advisor is no longer an affiliate of Licensor. Upon notification of termination or non-renewal of the Advisory Agreement by Licensee to Advisor, Licensor may elect to effect termination of this Agreement immediately at any time after thirty (30) days from date of such notification.
Termination of Advisory Agreement. Effective upon the Effective Time, (a) the Advisory Agreement is hereby irrevocably terminated and (b) the Advisor hereby waives any claim or right it has or may have to any distribution, fee or payment, if any, that would otherwise be payable by or on behalf of the Company as a result of the Merger or the termination of the Advisory Agreement. The Parties hereby further agree that upon termination of the Advisory Agreement: (i) the Advisory Agreement shall have no further force or effect; and (ii) no Party shall have any right, duty, liability or obligation under the Advisory Agreement. In the event that the Merger Agreement is terminated in accordance with its terms, this Termination Agreement shall automatically terminate effective upon the termination of the Merger Agreement, shall have no force or effect and shall be deemed null and void ab initio.
Termination of Advisory Agreement. The Advisory Agreement is hereby terminated effective as of the closing of Contemplated Offering (the “Effective Time”). In connection with such termination, the parties hereto acknowledge and agree that:
(a) Manager shall have no further obligation to Owner to perform or to cause to be performed any of the services specified in Sections 1, 2 or 6 of the Advisory Agreement.
(b) Owner shall have no further obligation to Manager to pay any amount, whether accruing in the past, currently owing or payable in the future, in respect of activities conducted by Manager and/or its affiliates pursuant to the Advisory Agreement, except for fees and expenses due and owing as of the Effective Time, provided that Owner is provided with an invoice for such fees and expenses on or before the date that is thirty (30) days following the Effective Time.
Termination of Advisory Agreement. The parties agree that the Advisory Agreement shall terminate as of 5:00 p.m. Eastern time on October 25, 2013, subject to the survival provisions of Section 13(B)(iv) of the Advisory Agreement.
Termination of Advisory Agreement. Effective as of immediately prior to the Closing, the Company and/or its Subsidiaries shall take all actions necessary and appropriate to terminate that certain Advisory Agreement, dated September 29, 2006, between CCCS Holdings, CCCS Opco, and GGC Administration, LLC.
