Termination of Existing Agreements and Entry into Transfer Agreements Sample Clauses

Termination of Existing Agreements and Entry into Transfer Agreements. (a) The SELA shall terminate at 11:59 p.m. Dearborn, Michigan time on August 31, 2010 (the "SELA Termination Date") and the HELA shall terminate at 11:59 p.m. Dearborn, Michigan time on August 31, 2010 (the "HELA Termination Date") or, in each case, upon such other date as Visteon and ACH expressly agree upon in writing. (b) Effective at 12:01 a.m. Dearborn, Michigan time on September 1, 2010 (or upon such other date as Visteon and ACH expressly agree upon in writing) ("Salaried Transfer Date"), certain of the Salaried Leased Visteon Employees shall transfer to ACH. Effective at 12:01 a.m. Dearborn, Michigan time on September 1, 2010 (or upon such other date as Visteon and ACH expressly agree upon in writing) ("Hourly Transfer Date"), certain of the Hourly Leased Visteon Employees shall transfer to ACH. Such transfers will occur in accordance with: for Salaried Leased Visteon Employees, that certain Salaried Employee Transfer Agreement (the “SETA”) between Visteon and ACH; and, for Hourly Leased Visteon Employees, that certain Hourly Employee Transfer Agreement (the “HETA”) between Visteon and ACH. The SETA and HETA are attached as Attachments I and II, respectively, to this Termination Agreement and will be executed by ACH and Visteon contemporaneously with this Termination Agreement and will be effective as of the Effective Date of this Termination Agreement. For all Salaried Leased Visteon Employees who are transferred to ACH, ACH shall be treated as a “buyer” under the provisions of the SELA. (c) Effective as of 11:59 p.m. Dearborn, Michigan time on August 31, 2010 (or upon such other date as Visteon and ACH expressly agree upon in writing) (the “MSA Termination Date”), the MSA shall terminate. Prior to the MSA Termination Date, ACH may immediately terminate any services under the MSA upon notice to Visteon and the prior notice period for termination of services provided for under the MSA will not apply; provided, however, that with respect to services terminated by ACH prior to the MSA Termination Date, ACH will reimburse Visteon for any amounts charged to Visteon by the applicable Visteon Third Party Service Providers (as defined in the MSA) in accordance with its applicable agreement with Visteon as a result of ACH’s termination of any such services upon less than 30 days’ notice; provided that Visteon actually pays such amounts to such Visteon Third Party Service Provider and Visteon will use commercially reasonable efforts to mitigate any such amo...
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Related to Termination of Existing Agreements and Entry into Transfer Agreements

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the TRUSTEES and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • No Violation of Existing Agreements Neither the Borrower nor any ----------------------------------- Subsidiary of the Borrower is in violation of any material agreement or instrument to which it is party or by which it or any of its properties (now owned or hereafter acquired) may be subject or bound;

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Termination and Substitution of Servicing Agreements Upon the occurrence of any event for which a Servicer may be terminated pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver to the Seller and the Trustee an Officer's Certificate certifying that an event has occurred which may justify termination of such Servicing Agreement, describing the circumstances surrounding such event and recommending what action should be taken by the Trustee with respect to such Servicer. If the Master Servicer recommends that such Servicing Agreement be terminated, the Master Servicer's certification must state that the breach is material and not merely technical in nature. Upon written direction of the Master Servicer, based upon such certification, the Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the foregoing, in the event that (i) WFHM fails to make any advance, as a consequence of which the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee provides WFHM written notice of the failure to make such advance and such failure shall continue unremedied for a period of 15 days after receipt of such notice, the Trustee shall terminate the WFHM Servicing Agreement without the recommendation of the Master Servicer. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of such Servicing Agreement at the direction of the Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by such Servicer, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

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