Termination of Joint Venture. Effective as of the date hereof upon payment by TriStar and receipt by the Seller of the Purchase Price (as hereinafter defined) and the delivery of the Assignment of Joint Venture Interest in the form of Exhibit A attached hereto, without any further action by the parties, the Joint Venture shall terminate and all right, title and interest in and to the assets of the Joint Venture and all obligations (other than obligations incurred by Seller on behalf of the Joint Venture outside of the scope of Seller's authority) of the Joint Venture shall inure to TriStar as successor in interest.
Termination of Joint Venture. Effective as of the date hereof upon payment by CPII and receipt by the Seller of the Purchase Price (as hereinafter defined) and the delivery of the Assignment of Joint Venture Interest in the form of Exhibit A attached hereto, without any further action by the parties, the Joint Venture shall terminate and all right, title and interest in and to the assets of the Joint Venture and all obligations (other than obligations incurred by Seller on behalf of the Joint Venture outside of the scope of Seller's authority) of the Joint Venture shall inure to CPII as successor in interest.
Termination of Joint Venture. Notwithstanding any other provision of this Agreement, this Joint Venture Agreement shall terminate upon completion of the business activities of the Joint Venture and distribution of all profits derived therefrom.
Termination of Joint Venture. If the joint venture contemplated by that certain Amended and Restated Joint Venture Agreement by and among Centene Corporation, Centene Health Plan Holdings, Inc., North Carolina Medical Society and the Company, dated August 25, 2017, as may be amended from time to time (the “Joint Venture Agreement”), is not consummated pursuant to the terms of the Joint Venture Agreement, the Company, by written notice to each Stockholder in accordance with the terms hereof, shall redeem, using funds legally available therefor and subject to the exercise of any contractual right of the Company to use its funds for another specified purpose, all Class P Common Stock held by such Stockholders for an amount equal to $750.00 (as adjusted for any stock split or other recapitalization or reclassification effected after the date hereof, but not adjusted for any dividends declared with respect to such stock) per share. If the Company, in its sole discretion, determines that funds are insufficient to redeem all shares of Class P Common Stock held by all Stockholders for such amount, the Company shall redeem all shares of Class P Common Stock held by such Stockholders for a price that is reduced ratably in proportion to the respective amounts that would otherwise be payable in connection with such redemption if all amounts payable with respect to such shares were paid in full.
Termination of Joint Venture. 3.1 Completion of this Agreement shall take place on 3 December 2002 or such later date as BTH and LOOK BARBADOS shall agree but in any event no later than 3 December 2002, when the events set out below shall take place:
3.1.1 BTH shall deliver the Deed of Release to LOOK executed by BTH;
3.1.2 LOOK BARBADOS and LOOK shall deliver the Deed of Release to BT executed by LOOK BARBADOS and LOOK;
3.1.3 there shall fax a copy of an instruction to LOOK’s transfer agent irrevocably instructing it to allot and issue to BTH (or any other company in the BT Group as BT shall nominate) 1,000,000 common shares in LOOK, par value $0.001 per share, with equal voting, dividend and all other rights as the other issued common stock in LOOK (the “LOOKSMART Shares”). The LOOKSMART Shares shall be allotted and issued as soon as is practicable, in any event no later than 9 December 2002;
3.1.4 LOOK shall deliver the Registration Rights Agreement to BTH executed by LOOK;
3.1.5 BT shall deliver the Registration Rights Agreement to LOOK executed by BTH;
3.1.6 LOOK shall as payment to BTH (and as hereby requested by BTH) pay by telegraphic transfer US$3,500,000 to the following BT bank account: Account name: Account number: Bank: SWIFT Code:
3.1.7 LOOK shall deliver to BTH a signed instruction to the Escrow Agent (as defined in the Escrow Agreement) in the form as set out in Schedule 4;
3.1.8 BTH shall deliver to LOOK a copy of a signed instruction to the Escrow Agent (as defined in the Escrow Agreement) in the form as set out in Schedule 4;
3.1.9 BT LOOKSMART shall be obliged to deliver, by 11 December 2002, a certified copy of a unanimous written resolution of, or the minutes of a meeting of, its board of directors (the “Board”) at which the Board undertook to ensure that none of the actions detailed in Schedule 5 would be taken by BT LOOKSMART (or its subsidiaries) without the prior consent of the Board;
3.1.10 BT LOOKSMART shall deliver to LOOK BARBADOS the IP Assignment executed by BT LOOKSMART; and
3.1.11 LOOK BARBADOS shall deliver the IP Assignment to BT LOOKSMART executed by LOOK BARBADOS.
3.2 The parties agree that any exclusivity provisions relating to BT, BTH, LOOK and/or LOOK BARBADOS contained in the JVA or the LOOK Licensing Agreement shall cease to have effect following 20 December 2002. BT LOOKSMART hereby grants to each of BT and BTH a non-exclusive fully-paid, royalty-free right and license to use, sublicense and otherwise exploit the Databases without any restric...
Termination of Joint Venture. This Joint Venture shall commence on execution of this Agreement and shall continue until the first of any of the following events occur: The satisfactory completion of all conditions specified pursuant to Section 2 of this Agreement. Insolvency of either Party. Any voluntary or involuntary assignment or transfer by any of the Parties hereto, without the consent of the other Party, of his interest in this Joint Venture. Mutual agreement of the Parties. Substantial default or breach of this Agreement by any of the Parties hereto. Any violation of any NASD, SEC or applicable regulatory Rules, regulations or procedures. Failure to get SEC counsel to opine as to the legality of this agreement and all the matters contemplated herein. Failure to share equally in all fees generated by this transaction.
Termination of Joint Venture. The following shall be "Termination Conditions" with respect to the Joint Venture in which case the non-defaulting Party may deliver a written notice (the "Termination Notice") in accordance with Section 14.3:
(a) a Material Non-Monetary Default (in which case the non-defaulting Party may deliver a Termination Notice in accordance with Section 14.3);
(b) the Bankruptcy of a Party (in which case the non-bankrupt Party may deliver a Termination Notice in accordance with Section 14.3);
(c) the proper termination of the ATG License Agreement in accordance with its terms (in which case any Party may deliver a Termination Notice in accordance with Section 14.3);
(d) written mutual consent of the Parties (in which case any Party may deliver a Termination Notice in accordance with Section 14.3); or
(e) if a Party's equity ownership falls below twenty-five percent (25%) of total Shares issued and outstanding, other than pursuant to a Transfer under Section 11.3.
Termination of Joint Venture. In the event and at such time as Penn determines that it will not be able to obtain one or more of the Penn Approvals, and abandons its efforts to obtain such approval(s), or December 31, 1999, whichever is earlier (the ATermination Date@), the initial maturity date of the Penn Note will be changed to the earlier of (i) eighteen (18) months from the Termination Date; or (ii) five (5) business days after the successful closing of a financing transaction specifically intended to repay Penn, which financing is in an amount at least as great as the Penn debt. Such maturity date is subject to extension in the event the Put obligation continues and the Penn Loan has been converted to the Put Loan; provided, that, FRPRLP shall have reduced the amount of the Put Loan by payment of any principal amount in excess of $8,750,000.
Termination of Joint Venture. 2.1 The parties hereto mutually agree that this Agreement terminates and replaces that certain Joint Venture Agreement dated November 15, 2022.
2.2 Each Party (the “Indemnifying Party”) agrees to indemnify the other Parties (the “Indemnified Parties”) and to hold the Indemnified Parties harmless from, any and all actions, causes of action, suits, claims, losses, damages, liabilities, demands, costs and expenses which may be brought against, incurred or suffered by the Indemnified Parties arising from any act or omission of the Indemnifying Party in connection with the Venture. The provisions of this Section 2.2 shall not apply in respect of any inaccuracy or breach of a representation or warranty or covenant involving fraud or fraudulent misrepresentation. No Party shall in any event be liable for any indirect, incidental, special, consequential, exemplary or punitive damages (including, without limitation, lost profits or savings, loss of use, cost of capital, or down time costs), including if arising from any breach of this Agreement (including fundamental breach) or from the negligence of that party, even if advised of the possibility of such damages.
Termination of Joint Venture. A. The Joint Venture may be terminated at the end of the initial ten (10) year term if written notice is given at least 180 days prior to the end of said term.
B. The Joint Venture will automatically terminate if the LLC exercises its right to acquire the Holding Company set forth in the Service Agreement, unless the parties agree otherwise.
C. The Joint Venture may be terminated by UWS on the date which is five (5) years from the Effective Date in the event that any one or more of the following events exists on said date:
(i) There exists an Aggregate Joint Venture Net Loss as hereinafter defined for the period October 1, 1994 through September 30, 1999 calculated and determined by the accounting firm selected by the Governing Board.
(ii) UWS demonstrates to the Governing Board and the Governing Board agrees that there is a reasonable likelihood that an Aggregate Joint Venture Net Loss will likely be incurred for the period October 1, 1999 through September 30, 2004, calculated and determined as provided in Sections 8.3.D.(i) or 8.3.D.(ii), whichever is applicable; provided that in the event the Governing Board prohibits UWS from exercising its termination rights hereunder, said decision shall be subject to the provisions of Article 9 hereof.
