Termination of Engagement Letter Sample Clauses

Termination of Engagement Letter. A payoff letter, in form and substance satisfactory to Purchaser, from CP Capital Advisory Services, LLP, duly executed and in full force and effect confirming that upon payment of the amounts set forth in such payoff letter, all obligations under the engagement letter between CP Capital Advisory Services, LLP and the Company will be satisfied in full, such engagement letter will be deemed terminated, and the Company, Purchaser and its Affiliates will be released from any and all claims Commercial Plus may have in respect of such engagement letter or related to the Transactions (provided that all indemnification provisions in such engagement letter or any exhibit or appendix thereto will survive such termination); and
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Termination of Engagement Letter. MSCPV, on behalf of the Sellers, and the Purchaser shall negotiate with Xxxxxx Xxxxxxx such that Xxxxxx Xxxxxxx (on behalf of itself and its beneficiaries, successors and assigns) will provide a termination letter, in form and substance reasonably acceptable to MSCPV and the Purchaser, pursuant to which all continuing obligations of the parties under the M&A Letter, including any obligation to pay any further Transaction Fee (as defined in the M&A Letter) in connection with the Closing or any other transaction, will terminate upon payment by Tops Markets, LLC, of $5,500,000 to Xxxxxx Xxxxxxx; such payment to occur within thirty (30) days of the Closing.
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Termination of Engagement Letter. Upon receipt of this Warrant, and acknowledging the previous payment of $26,250 by the Company to the initial Holder, (i) the initial Holder hereby acknowledges payment in full of all amounts due to the initial Holder under that certain Engagement Letter Agreement, dated as of July 13, 2005, between the Company and the initial Holder (the “Engagement Letter”), and (ii) the Company and the initial Holder hereby agree to terminate the Engagement Letter in its entirety, including without limitation all post-termination obligations, except for the confidentiality provisions thereof, which will survive such termination.
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Termination of Engagement Letter. The Engagement Letter, and each and every paragraph thereof, is hereby terminated, any provision of the Engagement Letter to the contrary notwithstanding.
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Termination of Engagement Letter. The Administrative Agent shall have received evidence, satisfactory to the Administrative Agent in its sole discretion, that the Engagement Letter dated May 8, 1998 between the Borrower and Bear, Steaxxx & Xo. Inc. has been terminated.
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Termination of Engagement Letter. It is understood by the Parties that T2 has entered into this Agreement, simultaneously with the July 05, 2005 Engagement Letter (“Engagement Letter”) between Company and Akin Gump Xxxxxxx Xxxxx & Xxxx, L.L.P. (“AG”) as referenced in Exhibit 2.1K, “CareView Contracts”; and neither this Agreement nor the Engagement Letter shall supercede the other. However, Xxxxxxxx’x resignation or dismissal as Chairman of the Board of the Company; or Company’s non-renewal of the Service Period as referenced in Section 4.1 “Chairman of the Board”; or Xxxxxxxx’x removal as the Chairman of the Board of Directors as provided for by the Company’s governance documents or as provided for in Section 4.3 are grounds for the Company’s termination of the Engagement Letter. Should Xxxxxxxx resign or be terminated from Akin Gump Xxxxxxx Xxxxx & Xxxx, L.L.P. (“AG”) during the course of this Agreement, and the Company elects to terminate the Engagement Letter, then payments to AG as depicted in the Engagement Letter, will subsequently be transferred as payments to T2 for the remainder of this Agreement. But for Xxxxx Xxxxxxxx having entered into this Agreement, Company would not have executed the Engagement Letter.
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Termination of Engagement Letter. Effective upon the Closing, each of the parties hereto hereby acknowledges and agrees that, except as expressly provided in Section 3 hereof, the Engagement Letter shall terminate and be of no force and effect, and, from and after the Closing, Prudential shall have no right to provide any advisory or other services to Heritage under the Engagement Letter and, except as expressly provided in Section 3 hereof, neither Heritage or any of its affiliates nor Prudential or any of its affiliates shall have any obligations to the other party hereto under the Engagement Letter, all such obligations having been satisfied and discharged.
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Related to Termination of Engagement Letter

  • Termination of Engagement (a) This Agreement shall terminate (i) immediately upon the death of Consultant, (ii) at the option of either party hereto without cause upon thirty (30) days advance written notice from the terminating party to the other party, or (iii) upon the termination of this Agreement by the Contractor for "cause." For the purposes of this Agreement, "

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.

  • Termination of Relationship If Optionee terminates Continuous Status --------------------------- as an Employee or Consultant for any reason, Optionee may exercise this Option during the Termination Period set out in the Notice of Grant, to the extent the Option was vested at the date of such termination. To the extent that Optionee was not vested in this Option at the date on which Optionee terminates Continuous Status as an Employee or Consultant, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Duration of Agreement; Not Employment Contract This Agreement shall continue until and terminate upon the latest of: (i) ten (10) years after the date that Indemnitee shall have ceased to serve as director, officer, employee or agent of the Company or any other Enterprise, (ii) one (1) year after the date of final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto or (iii) the expiration of all statutes of limitation applicable to possible Proceedings to which Indemnitee may be subject arising out of Indemnitee’s Corporate Status. The indemnification provided under this Agreement shall continue as to the Indemnitee even though he or she may have ceased to be a director or officer of the Company or of any of the Company’s direct or indirect subsidiaries or to have Corporate Status. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of the Company, by the Certificate of Incorporation, the Bylaws or the DGCL.

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