Termination of Ancillary Agreements. The Parties hereto agree that they will take all actions necessary so that they will not terminate, and none of their respective Affiliates will terminate, any Ancillary Agreement (if any) that is executed on the date hereof while this Agreement is still in force, unless the Parties hereto agree to such termination. The Parties hereto also agree that they will take all actions necessary to terminate or to cause their respective Affiliates to terminate each of the Ancillary Agreements (if any) if this Agreement is terminated.
Termination of Ancillary Agreements. (a) The Parties entered into the Inducement Agreement and Millage Rate Agreement executed by the County on November 4, 1997, as required under the Original Fee Act and as a precursor to the Lease Agreement. The Inducement Agreement and Millage Rate Agreement are hereby terminated as of the date of this Fee Agreement.
(b) In addition to the Lease Agreement and the Inducement Agreement and Millage Rate Agreement, to the extent the Parties entered into additional agreements in order to facilitate and effect the Original Fee (“Additional Agreements”), the Additional Agreements are hereby terminated with such termination to be effective on the date of this Fee Agreement.
Termination of Ancillary Agreements. (a) In connection with the 1997 Project, the Parties entered into that certain Bond Issuance and Purchase Agreement dated December 31, 1997 (“Bond Issuance and Purchase Agreement”) and that certain Pledge Agreement dated December 31, 1997 (“Pledge Agreement”). The Bond Issuance and Purchase Agreement and the Pledge Agreement are terminated as of the date of this Fee Agreement and all obligations thereunder are satisfied.
(b) To the extent the Parties entered into any additional agreements in order to facilitate and effect the FILOT benefits with respect to the 1997 Project beyond the 1997 Lease Agreement, the 1997 Inducement Agreement, the Bond Issuance and Purchase Agreement, and the Pledge Agreement (“Additional Agreements”), the Additional Agreements are terminated effective on the date of this Fee Agreement.
Termination of Ancillary Agreements. (a) The Parties shall enter into a Termination Agreement in the form attached as Exhibit 3 providing for the termination of the following agreements ancillary to the Irvine Lake issues and rendered unnecessary by the passage of time or other agreements between the Parties:
(i) The Haul Road Agreement between the Irvine Company and the Districts dated June 30, 1993 (except for surviving covenants, releases and indemnities).
(ii) The Xxxxxxxx Reservoir Study Plan Agreement between the Irvine Company and the Districts dated June 30, 1993.
(iii) The Xxxxxxxx Reservoir Elevation Management Agreement between Irvine Company and IRWD dated June 30, 1993.
(iv) The Boundary Correction Agreement between The Irvine Company and the Districts, dated June 30, 1993
(v) The Boundary Adjustment Agreement between The Irvine Company and the Districts, dated June 30, 1993
(vi) The Reciprocal License Agreement between the Irvine Company and the Districts dated March 17, 1995 with respect to reconfiguring and licensing portions of Irvine Lake.
(vii) The Connector’s License Agreement between the Irvine Company LEGAL02/37672944v9 2 and the Districts dated March 17, 1995 (made in accordance with the Haul Road Agreement dated June 30, 1993).
(viii) The Memorandum of Understanding between the Irvine Company and the Districts dated April 30, 2003 (the "2003 MOU") with respect to Irvine Lake and certain adjacent land.
(b) If the County has succeeded or may succeed to any rights of The Irvine Company in any of the agreements described in this Section, then the County shall be a party to the Termination Agreement or shall otherwise disclaim all rights in that agreement.
Termination of Ancillary Agreements. Concurrently with the Closing, each of the M&L Agreement, Consulting Agreement, R&D Agreement and Option Agreement shall terminate and shall be of no further force and effect, except to be the extent provided in each respective agreement. In connection with the Option Agreement, the Purchasers confirm that they decline to exercise the Option provided therein at this time, but the Option Agreement remains in full force and effect.
Termination of Ancillary Agreements. (a) In the event that Purchaser fails to make any payment of Deferred Consideration to Seller when such payment becomes due and payable on the date that occurs on the later of (x) the [***] of the execution of the License Agreement by Seller and Purchaser and (y) the applicable payment date set forth in Section 2.6(c) (or the next succeeding Business Day, in each case ((x) and (y)), if such date is not a Business Day), Seller shall have the right, but not the obligation, to terminate each of the Services Agreement and the Option Agreement.
(b) In the event that (i) Seller has referred to arbitration any alleged failure by TopCo to make any payment of the Economic Share Payment (as defined in the Seller Economic Share Agreement) to Seller pursuant to the terms and conditions of the Seller Economic Share Agreement, (ii) the arbitral tribunal has issued a final award confirming such failure, and (iii) TopCo has failed to cure such failure in accordance with the final award within [***] of the final award, Seller shall have the right, but not the obligation, to terminate the License Agreement and the Sub-License Agreement.
(c) In the event that (a) an Action has been initiated in respect of any alleged material breach of the License Agreement or the Sub-License Agreement by Seller that could result in the termination of the License Agreement or the Sub-License Agreement (as applicable) pursuant to the terms and conditions of the License Agreement or the Sub-License Agreement (as applicable), (b) a final ruling pursuant to the dispute resolution provisions of the License Agreement or the Sub-License Agreement (as applicable) has confirmed such breach, and (c) Seller has failed to cure such breach in accordance with the final ruling within [***] of the final ruling, each of TopCo and Purchaser shall have the right, but not the obligation, to terminate the Seller Economic Share Agreement.
Termination of Ancillary Agreements. (a) The Parties entered into an Inducement Agreement effective July 17, 1995, as amended, as required under the Original Fee Act and as a precursor to the 1995 Lease. The Inducement Agreement is hereby terminated with such termination to be effective on the date of this Fee Agreement.
(b) The Parties entered into additional agreements in order to facilitate and effect the Original Fee. The additional agreements are hereby terminated with such termination to be effective on the date of this Fee Agreement.
Termination of Ancillary Agreements. To the extent that they are a party to one or more of the following agreements (the “Ancillary Agreements”), the Parties hereby agree that the following agreements shall terminate and have no further force and effect as of the Effective Time, other than (i) to the extent that any support services set forth on the Support Services Listing are governed by any such Ancillary Agreement, any or all provisions of any such Ancillary Agreement related to such support services, (ii) any indemnity provision in any Ancillary Agreement, including, without limitation, those expressly identified as surviving in Sections 2.5(a) through 2.5(k) below, (iii) all confidentiality provisions in any Ancillary Agreement except to the extent that any Confidential Information as defined in any Ancillary Agreement is also specifically defined as Confidential Information in the Data Agreement, in which case, the confidentiality obligations of the Parties with respect to such Confidential Information shall be solely as determined by the confidentiality provisions of the Data Agreement, and (iv) as set forth below:
(a) the Customer Service Agreement (and for the avoidance of any doubt, any provisions that either explicitly or implicitly are deemed in the Customer Service Agreement or otherwise to have survived the termination of the Customer Service Agreement shall not survive the termination of the Customer Service Agreement except for Sections 5.1 or 5.2);
(b) the Kiosk Nights Rental Agreement (and for the avoidance of any doubt, any provisions that either explicitly or implicitly are deemed in the Kiosk Nights Rental Agreement or otherwise to have survived the termination of the Kiosk Nights Rental Agreement shall not survive the termination of the Kiosk Nights Rental Agreement except for Sections 5.1 and 5.2) ;
(c) the Programming Content Services Agreement (and for the avoidance of any doubt, any provisions that either explicitly or implicitly are deemed in the Programming Content Services Agreement or otherwise to have survived the termination of the Programming Content Services Agreement shall not survive the termination of the Programming Content Services Agreement except for Section 7);
(d) the Redbox Employee Matters Agreement (and for the avoidance of any doubt, any provisions that either explicitly or implicitly are deemed in the Redbox Employee Matters Agreement or otherwise to have survived the termination of the Redbox Employee Matters Agreement shall not survive the te...
Termination of Ancillary Agreements. Each of the Ancillary Agreements is hereby terminated in its entirety effective on the date of execution of this Agreement.
Termination of Ancillary Agreements. (a) The Parties entered into the Inducement Agreement and Millage Rate Agreement executed by the County on August 5, 1997 and by Perrigo on September 22, 1997, as amended pursuant to the terms of Ordinance by County Council enacted November 4, 1997, as required under the Original Fee Act and as a precursor to the Lease Agreement. The Inducement Agreement and Millage Rate Agreement are hereby terminated as of the date of this Fee Agreement.
(b) The Indenture and Escrow Agreement are hereby terminated as of the date of this Fee Agreement and all obligations thereunder are satisfied.
