TERMINATION OF SALES CONTRACTS Sample Clauses

TERMINATION OF SALES CONTRACTS. (a) Assignee hereby agrees that, by 3:00 p.m. Eastern Daylight Time on April 14, 2003, Assignee will provide Assignor with evidence that either: (i) with respect to all of the Sales Contracts, either (x) Assignee has given notice of termination to the Seller pursuant to the Sales Contracts; or (y) the Feasibility Period of the Sales Contracts has been extended; or (ii) Assignee has wire transferred $200,000 to Assignor's counsel pursuant to the wire transfer instructions attached hereto as EXHIBIT A, which shall be evidenced by either (x) receipt of such funds by Assignor's counsel, or (b) a letter from Assignee to Assignor containing the federal reference number for such wire transfer. (b) In the event that Assignee fails to provide Assignor with the evidence described in subparagraph (a) of this Section 5 by 3 p.m. Eastern Daylight Time on April 14, 2003, then each of the Sales Contracts shall be deemed automatically reassigned to Assignor as of such time, without the requirement of any further action or writing between Assignor and Assignee. In such event, Assignee agrees that it shall remain liable for its indemnity obligations set forth in the Assignment and represents that, to its knowledge, it has not defaulted under any of the provisions of the Sales Contracts. It is Assignor's intention to thereafter terminate the Sales Contracts; PROVIDED, HOWEVER, that if Assignor shall thereafter proceed with the transactions described in any of the Sales Contracts, Assignor shall reimburse Assignee for the amounts paid by Assignee for Third Party Reports related to such transactions, and Assignee shall cause all such Third Party Reports to be assigned to Assignor or its Affiliate. (c) In the event that the Feasibility Period of the Sales Contracts is extended beyond April 14, 2003, then Assignee agrees to provide Assignor with the evidence required by subparagraph (a) of this Section 5 not later than two hours prior to the end of such extended Feasibility Period. In the event that Assignee fails to do so, then each of the Sales Contracts shall be deemed automatically reassigned to Assignor as of such time, without the requirement of any further action or writing between Assignor and Assignee. In such event, Assignee agrees that it shall remain liable for its indemnity obligations set forth in the Assignment and represents that, to its knowledge, it has not defaulted under any of the provisions of the Sales Contracts. It is Assignor's intention to thereafter te...
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TERMINATION OF SALES CONTRACTS. If Assignee determines that it will not proceed with the transactions under the Sales Contracts then promptly upon making such decision, but in no event later than 5:00 p.m. E.S.T on April 11, 2003, Assignee will reassign the Sales Contracts to Assignor and include in such reassignment confirmation that Assignee has no further interest in the Sales Contracts; that it remains liable for its indemnity obligations as set forth above; and that, to its knowledge it has not defaulted under any of the provisions of the Sales Contracts. If the Assignor shall thereafter proceed with the transactions as described in the Sales Contracts, it shall reimburse Assignee the amounts paid by Assignee for Third Party Reports and Assignee shall cause all such Third Party Reports to be assigned to Assignor or its Affiliate. If the Assignee determines that it will proceed with the transactions, then it will not allow the Feasibility Periods in the Sales Contracts to expire unless on or prior to April 11, 2002 it has reimbursed to Assignor the $200,000 Initial Deposits together with interest in an amount earned by the Escrow Agent. Under no circumstances shall the Assignee allow the Feasibility Periods to expire unless it has either reimbursed to Assignor the amounts set forth herein or has prior to such expiration, reassigned the Sales Contracts to Assignor as described herein.
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TERMINATION OF SALES CONTRACTS. (1) Gascor may, if it is entitled to do so by the terms of the relevant Sales Contract, terminate with effect from the relevant Contestability Date, any Sales Contract with a Customer who ceases to be a Gascor Customer on that Contestability Date regardless of whether that Gascor Customer continues to be supplied Gas by the Agent. (2) Clause 3.3(c)(2) shall not apply to any Sales Contract which Gascor elects to terminate in accordance with Clause 3.3(d)(1). (3) Clause 3.3(c)(5) shall apply in relation to a Sales Contract which Gascor has elected to terminate in accordance with Clause 3.3(d)(1) for the period from the relevant Contestability Date to the date on which the Sales Contract is terminated.
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TERMINATION OF SALES CONTRACTS. 3.1 Sales Contracts cannot be modified or terminated after acceptance by the Buyer except with the Seller’s written consent. 3.2 The Seller may immediately terminate any Sales Contract (in whole or in part) by notice to the Buyer and resell the Goods if the Buyer fails to comply with any of its obligations under these Terms or under the Sales Contract, or if an Insolvency Event occurs in respect of the Buyer. 3.3 Should the Seller terminate the Sales Contract pursuant to clause 3.2, then the provisions of clause 6 shall apply.
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Related to TERMINATION OF SALES CONTRACTS

  • END USER AGREEMENTS (“EUA GAC acknowledges that the END USER may choose to enter into an End User Agreement (“EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor’s Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC

  • Enforcement of Due-On-Sale Clauses; Assumption Agreements (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.10(a) hereof, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the Master Servicer in accordance with its underwriting standards as then in effect. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by the Master Servicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer as additional servicing compensation.

  • Performance and Compliance with Receivables and Contracts At its expense, timely and fully perform and comply with all material provisions, covenants and other promises, if any, required to be observed by the Issuer under the Contracts related to the Receivables.

  • DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES Contractor shall provide Authorized Users with electronic copies of the Contract, including price lists and Appendices, upon request. Contract Updates will be handled as provided in Appendix C – Contract Modification Procedures.

  • Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the REMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-up date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any portion of any REMIC formed under the Series Supplement would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any such REMIC as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iii) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

  • REFERENCED CONTRACT PROVISIONS 2 Term: March 10, 20109 through June 30, 20110 3 “Period One” means the period from March 10, 2009 through June 30, 2009 4 “Period Two” means the period from July 1, 2009 through June 30, 2010 5 Maximum Obligation: $88,080 6 Period One Maximum Obligation: $ 44,040 7 Period Two Maximum Obligation: 8 TOTAL CONTRACT MAXIMUM OBLIGATION: $132,120 9 Basis for Reimbursement: Fee for Service 10 11 Payment Method: Fee for Service 12 Notices to COUNTY and CONTRACTOR: 14 COUNTY: County of Orange Health Care Agency 15 Contract Development and Management 16 000 Xxxx 0xx Xxxxxx, Xxxxx 000 00 Xxxxx Xxx, XX 00000-0000 18 CONTRACTOR: National Alliance on Mental Illness 19 dba NAMI Orange County 20 0000 X. 00xx Xxxxxx 00 Xxxxx Xxx, XX 00000 22 Coverage Minimum Limits 24 Workers' Compensation Statutory 25 Employer's Liability $1,000,000 26 Sexual Misconduct Insurance $1,000,000 Comprehensive General Liability Insurancewith $1,000,000 combined single limit 27 Comprehensive broad form Property damage and per occurrence including coverage 28 contractual liability $2,000,000 aggregate 29 Automobile Liability Insurance ), $1,000,000 combined single limit Workers' Compensation Statutory 30 coveringfor owned, non-owned, and hired ) vehicles) per occurrence 31 Employer's Liability Insurance $1,000,000 per occurrence Professional Liability Insurance $1,000,000 per claims made or 34 Sexual Misconduct $1,000,000 per occurrence 35 per occurrence 36

  • Term of Contract; Contract Extension The Contract will be in effect from the Effective Date (15 December 2016) through 31 December 2018. DAS, in its sole discretion, may extend this Contract for additional terms beyond the original term, prior to Termination or expiration, one or more times for a combined total period not to exceed the complete length of the original term.

  • Related Contracts (i) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction of the Majority Lenders. (ii) The Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Contracts relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the Collateral Agent or its designee.

  • Leasing Arrangements From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

  • PROCLAMATION OF SALE, CONDITIONS OF SALE AND MEMORANDUM OF SALE All contents in the Proclamation of Sale and this Conditions of Sale are to be read together and shall be part of the Memorandum of Sale.

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