Termination of the Management Agreement. At the Closing, the Management Agreement shall be terminated (the “Termination”) and except for Sections 13, 21, 23, 24, 25, 26 and 28 of the Management Agreement, which shall survive such Termination indefinitely, and Section 6 of the Management Agreement, which shall survive for a period of one (1) year after the Closing Date, the Management Agreement shall be void and of no further effect after the Closing (including, for the avoidance of doubt, any non-solicitation provision thereof); provided, however, that notwithstanding anything to contrary in this Agreement or the Management Agreement, Manager, CCIA and their respective Affiliates may not disclose any Confidential Information (as defined in the Management Agreement) to potential purchasers of Shares (as defined in the Stockholders Agreement) or other security interests of the Company or its Affiliates, or to any unaffiliated third party in connection with any of the types of actions described in Section 3.4 of the Stockholders Agreement, without the prior written consent of CLNC. For the avoidance of doubt, Manager, CLNC and CLNC OP hereby agree and irrevocably consent to the termination of the Management Agreement as set forth in and subject to the terms and conditions of this Section 1.01.
Termination of the Management Agreement. At the Effective Time, the Management Agreement shall terminate and be of no further force or effect; provided that the provisions of Paragraph 4 (Reimbursement of Expenses; Independent Contractor), Paragraph 8 (Liability), and Paragraph 9 (Indemnification of Advisors) of the Management Agreement, and the obligation of VWR Funding to pay any fees, costs and expenses incurred by either MDP or Avista in rendering services thereunder and not reimbursed or paid by VWR Funding as of the Effective Time shall survive termination of the Management Agreement.
Termination of the Management Agreement. Effective as of this date, the Management Agreement is hereby terminated with respect to the Containers. Notwithstanding such termination, except as set forth in the Purchase Agreement (including Section 3.02 thereof) all rights and liabilities related to the Containers that have accrued under the Management Agreement prior to this date shall survive this Termination Agreement. Each of the Parties, on behalf of itself and its respective officers, directors, shareholders, employees, agents, representatives, affiliates, predecessors, successors and assigns hereby releases the other Parties and its past, present and future officers, directors, shareholders, employees, agents, representatives, affiliates, predecessors, successors and assigns, and each of them, to and from any and all past or future claims, demands, causes of action of any kind, including claims for attorneys’ fees or costs, whether known or unknown, suspected or claimed, disclosed or undisclosed, matured or unmatured which each Party ever had, now has, or which may hereafter accrue or otherwise be acquired that arises from or are related in any way to the Management Agreement and all matters ancillary thereto, to the extent they relate to the Containers.
Termination of the Management Agreement. Effective as of December 29, 2017 (the “Effective Date”) and upon payment of the Termination Payment, the Parties agree that the Management Agreement is terminated pursuant to the terms hereof and thereof, with no further liability (of any nature) arising for Select or any of its Subsidiaries in connection with such Management Agreement.
Termination of the Management Agreement. The Management Agreement is hereby terminated as of the date hereof, and, except as otherwise set forth herein, the Company and the Consultant shall have no further rights or obligations thereunder from and after the date hereof.
Termination of the Management Agreement. 12.1. This management agreement shall be terminated in compliance with the regulations and legal provisions in force as well as with the provisions under this agreement.
12.2. the agreement shall be terminated upon the occurrence of one of the following causes:
a) the manager/administrator renounces their mandate;
b) the assignor withdraws the mandate from the assignee, i.e., the manager/administrator;
c) the mandate comes to its term;
d) the impossibility to exercise the position due to medical reasons for more the 120 calendar days;
e) the demise of the manager/administrator or the company insolvency/liquidation;
f) a decree absolute passed by a court of law whereby the manager/administrator is convicted of one of the crimes/offences that entail incompatibility;
g) Other articles provided by the regulations and legal provisions in force.
12.3. The manager/administrator’s mandate can be revoked in compliance with the regulations and legal provisions in force, the provisions of the company by-laws and of this agreement. The Company shall be able to revoke the mandate of the manager/administrator only if such revocation relies on reasons and if a just cause can be proved, except for the circumstances where the mandate expires or when the parties agree in writing that such revocation be made with motivation. Changes in the shares or structure shall be construed as a just cause.
12.4. In case one of the circumstances based on which the management agreement is terminated occurs, such occurrence shall be ascertained by a resolution of the Board of Directors or of the shareholders’ general meeting.
Termination of the Management Agreement. Effective as of the Effective Time, the Management Agreement shall automatically be terminated without any further action by the Parties (the “Termination”), and all obligations and liabilities associated therewith shall be irrevocably discharged without any further recourse, except with respect to the Fees, which obligations and liabilities shall be fully satisfied upon the payment thereof in accordance with Section 2.3.
Termination of the Management Agreement. Except as otherwise provided herein or in the Management Agreement, the Company may, in the event such action is in the best interests of the Company, exercise its right to terminate the Management Agreement and select a replacement Management Agent for the Company upon the prior written consent of the Managing Board and a Majority in Interest of the Members. In the event of a deadlock of the Managing Board and/or the Members, the decision of whether or not to terminate the Management Agreement shall be submitted to binding arbitration in accordance with Section 12.16 hereof.
Termination of the Management Agreement. Except as set forth in Section 3 of this Agreement, the Management Agreement is hereby terminated as of the date of receipt of the Termination Fee (the “Termination Date”). Gores and the Company hereby agree that, as of the Termination Date, the Management Agreement will be of no further force or effect, and neither Gores nor the Company, nor any of their respective successors in interest, shall have any further rights or obligations thereunder or any continuing liability to any party thereto. As of the Termination Date, each of Gores and the Company hereby waives any rights it may have pursuant to the Management Agreement that in any way conflict with or otherwise prohibit or restrict the termination contemplated hereby, including without limitation any notice requirements.
Termination of the Management Agreement. Except for the indemnification provision of paragraph 12 of the Management Agreement (to wit: the second two full paragraphs only of paragraph 12) which shall remain in full force and effect and shall survive the execution of this Agreement, the Management Agreement is hereby terminated as of the Execution Date and is of no further force or effect. Sports Club agrees to be responsible to Bally for the obligations of Owner (as such term is defined in the Management Agreement) under paragraph 12 of the Management Agreement. Notwithstanding the foregoing, Sports Club
