Termination of Agreement and Treatment of Cable Options and Cable Property Sample Clauses

Termination of Agreement and Treatment of Cable Options and Cable Property. No party to this Agreement may terminate this Agreement without the written consent of the other parties (other than the Company), except that either of the Members may elect to terminate this Agreement (without prejudice to its other remedies at law or in equity) if the other does not timely perform its obligations hereunder in any material respect, and such delinquency is not cured within ten (10) Business Days after the breaching party receives written notice of such delinquency from the Company or the non-breaching Member, unless the non-breaching Member elects any other applicable remedy provided in paragraphs (a), (b) or (c) of Section 6.3 of the Member Control Agreement. In addition, Metroplex shall have the right, in its sole discretion, to terminate this Agreement and the Member Control Agreement at any time during the "Contingency Period" or, if applicable, the "Cure Period" (as those terms are defined in the Company's Option Agreement), to the extent such termination is permitted under the Company's Option Agreement. This Agreement shall automatically terminate upon the dissolution of the Company or, if earlier, upon any termination of the Company's Option in its entirety (pursuant to the preceding sentence or otherwise) before any portion of the Company's Option has been exercised according to its terms; provided, however, that each of the Members shall continue to make capital contributions under Section 8(b) until the options described in the following paragraphs (a) and (b) have been exercised by a Member, or have expired or have been waived by both Members. Any such termination shall not affect any rights or obligations of the parties that exist as of the date of such termination, including without limitation the following options; provided, however, that no Member who caused the termination of this Agreement by a material breach of its obligations hereunder shall thereafter have any of the following options to purchase Company property:
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Related to Termination of Agreement and Treatment of Cable Options and Cable Property

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of Original Agreement Each Party agrees that the Original Agreement is hereby terminated as of the Effective Date and shall be of no further force or effect and, for the avoidance of doubt, no provisions of the Original Agreement survive such termination.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.

  • Treatment as a Security Agreement Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-Off Date, all other payments made in respect of such Mortgage Loans after the Cut-Off Date (and, in any event, excluding scheduled payments of principal and interest due on or before the Cut-Off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.

  • Rights and Obligations Survive Exercise of the Warrant Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

  • BACKGROUND OF AGREEMENT 1.1 LICENSOR represents that it has certain intellectual property pertaining to services and technologies in the field of teleradiology, in respect to which it is prepared to grant a nonexclusive license to LICENSEE.

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