Termination of the Swap Agreement Sample Clauses

Termination of the Swap Agreement. The Obligors and the Bank agree that the Interest Rate Swap Agreement dated as of February 27, 2001 between the Borrower and the Bank (as amended or otherwise modified from time to time, the “Swap Agreement”) is hereby terminated without necessity of any further action or notice by any party. If any amounts are owing from Borrower to the Bank as a result of such termination (a “Borrower Swap Termination Payment”), such amounts shall automatically become part of the Obligations and shall be immediately due and payable. For avoidance of doubt, it is understood that the Forbearance Period shall not begin until all Borrower Swap Termination Payments have paid. If any amounts are owing from the Bank to Borrower as a result of the termination of the Swap Agreement, such amounts shall be applied to the repayment of the Obligations in accordance with the Loan Documents.
Sample 1
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Termination of the Swap Agreement. Integrity Life and the APA Bank hereby agree that, upon (and conditioned upon the occurrence of) satisfactory completion of the actions specified in Sections 1 and 2 above, subject to the following proviso, the Swap Agreement and all transactions thereunder are hereby terminated, and all of the rights, obligations and liabilities of the APA Bank and Integrity Life are hereby terminated and forever discharged; PROVIDED that, in consideration for such termination, and as additional conditions thereto, the APA Bank and Integrity Life hereby agree that (i) the "Net Termination Amount" (as defined in the Termination Agreement) payable by the APA Bank to Integrity Life shall be, and hereby is, offset against all amounts now due and owing by Integrity Life to the APA Bank under the Swap Agreement (and, in furtherance of such intent, Integrity Life hereby releases and forever discharges the APA Bank from any and all claims, damages, liabilities, costs and expenses now existing or hereafter arising under the Termination Agreement, including, without limitation, the APA Bank's obligation thereunder to pay the "Net Termination Amount" to Integrity Life) and (ii) the APA Bank shall have received from Integrity Life a promissory note substantially in the form of Exhibit B hereto, duly executed by Integrity Life (the "PROMISSORY NOTE"). Notwithstanding anything to the contrary contained herein, the parties hereto agree and acknowledge that upon payment in full of the Promissory Note, all obligations and liabilities of Integrity Life and/or the Issuer under the Swap Agreement and/or the Face-Amount Certificate, as applicable, shall be deemed immediately terminated and forever discharged. It is the intent of the parties hereto that the transactions described in clause (i) of the foregoing paragraph (the "Chase/Integrity Offset/Release") shall have and be given full force and effect irrespective of any other ineffectiveness, voiding or recission of this Agreement or any of the other transactions contemplated herein (including without limitation by virtue of the PROVISOS to Section 5 or 6 hereof) if the APA Bank so elects by written notice to Integrity within 10 business days after the occurrence of any such ineffectiveness, voiding or rescission; PROVIDED that the amount of the Chase/Integrity Offset/Release, as long as it continues to be given full force and effect, shall reduce the amount of any claim which the APA Bank otherwise might have against Integrity and/or the I...
Sample 1

Related to Termination of the Swap Agreement

  • Termination of the Contract 1) This contract can be terminated by mutual agreement, but a separate written agreement shall be signed.

  • Termination of the Trust The respective obligations and responsibilities of the Company and the Trustee with respect to the Trust shall terminate upon distribution to all Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the execution of this Agreement. Notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 15th day next preceding such final Distribution Date specifying (A) the Distribution Date upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (c) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders such final payments. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be) specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees, the Owner Participants and the Company.

  • Termination of the Agreement The Employment may be terminated as follows:

  • Termination of the Escrow Agreement This Agreement, except for Sections 7 and 11 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

  • Termination of the Lease If for any reason the term of the Master Lease shall terminate prior to the Sublease Expiration Date, this Sublease shall automatically be terminated and Sublandlord shall not be liable to Subtenant by reason thereof unless said termination shall have been caused by the default of Sublandlord under the Master Lease, and said Sublandlord default was not as a result of a Subtenant default hereunder.

  • Termination of Obligations Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

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