Termination of the Engagement Letter Clause Samples
The 'Termination of the Engagement Letter' clause defines the conditions and procedures under which either party may end the professional relationship established by the engagement letter. Typically, this clause outlines the required notice period, acceptable reasons for termination, and any obligations that survive termination, such as payment for services rendered up to the termination date. Its core practical function is to provide a clear and fair process for ending the engagement, thereby minimizing disputes and ensuring both parties understand their rights and responsibilities if the relationship needs to be concluded early.
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Termination of the Engagement Letter. Effective immediately as of the Effective Date, the Engagement Letter shall be terminated, and any and all obligations of either party under the Engagement Letter, both current and prospective from the Effective Date, shall be null and void and of no further force and effect (the "Engagement Letter Termination"); provided, that notwithstanding anything contained elsewhere in this Agreement, the provisions of Sections 5, 8, 9, 11, 15, 16 (as related solely to any of Creditor's claims for indemnification under the Engagement Letter), 17 and 18 and Appendix I of the Engagement Letter shall survive and remain in full force and effect.
Termination of the Engagement Letter. Upon the execution and delivery of this Agreement, that certain Letter Agreement, dated as of December 23, 2003 (the "ENGAGEMENT LETTER"), by and between the Company and Jefferies & Company, Inc., shall be deemed terminated and of no furthe▇ ▇▇▇▇▇ ▇r effect. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CAPITAL SENIOR LIVING CORPORATION By: /s/ David R. Brickman Name: David R. ▇▇▇▇▇▇▇▇ Title: Vice P▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ral Counsel Accepted: January 28, 2004 JEFFERIES & COMPANY, INC. For itself and on behalf of the several Und▇▇▇▇▇▇▇▇▇ listed in Schedule 1 hereto. BY: JEFFERIES & COMPANY, INC. By: /s/ Catherine Gemmato-Smith Name: ▇▇▇▇▇▇▇ne Gemmato-Smith Title: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇UTHWEST SECU▇▇▇▇▇▇, ▇▇▇. ▇▇▇ ▇▇▇▇▇f and on behalf of the several Underwriters listed in Schedule 1 hereto. BY: SOUTHWEST SECURITIES, INC. By: /s/ Patrick M. Jaeckle Name: Patrick M. Jaeckle Title: Managing Di▇▇▇▇▇▇ SCHEDULE 1 Underwriter Number of Shares ----------- ---------------- Jefferies & Company, Inc. 3,750,000 ANNEX A Form of Opinion of Jenkens & Gilchrist, P.C.
(i) each of the Company and its Si▇▇▇▇▇▇▇▇▇ Subsidiaries has been duly incorporated and is validly existing as a corporation or other organization in good standing under the laws of its respective jurisdiction of incorporation or formation with the requisite corporate or other power and authority to own, lease, license and operate its respective assets and properties and to conduct its respective business as described in the Registration Statement and Final Prospectus and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions described in this Agreement;
(ii) each of the Company and each Significant Subsidiary is duly qualified or licensed to do business as a foreign corporation or other organization by each jurisdiction certified to such counsel in which the nature of the business conducted by it or the location of the assets or properties owned, leased, licensed or operated by it requires such qualification or license and in which the failure, individually or in the aggregate, to be so qualified or licensed would have a Material Adverse Effect;
(iii) to such counsel's knowledge, neither the Company nor any of its Significant Subsidiaries is in breach or violation of, or in default under (nor has any event occurred which with notice, lapse of time, or b...
Termination of the Engagement Letter. The Parties understand and agree that in consideration of the terms and conditions set forth in this Agreement, the Engagement Letter and the Parties’ duties and obligations set forth therein, will be terminated as of the date the Cash Break Up Fees per Section 3 have been paid in full and the Warrant Break Up Fees per Section 3 have been issued to Boustead, and neither Party will have any right, duty, or obligation pursuant to the Engagement Letter thereafter unless otherwise stated in this Agreement. For the avoidance of doubt, notwithstanding anything to the contrary in the Engagement Letter, no terms of the Engagement Letter shall survive unless stated herein.