Termination of Waiver Sample Clauses

Termination of Waiver. Should insurance coverage through the secondary source described above be terminated for any reason, the employee or retiree is entitled to terminate the waiver agreement, cease the cash payment and re-enroll in the County’s health insurance program provided notification is made to the County’s Human Resources Department within thirty (30) days after coverage was lost. Otherwise, employees and retirees may elect to terminate the waiver agreement, cease the cash payment and re-enroll in the County’s health insurance program only during an open enrollment period.

Termination of Waiver. 5.1 The Waiver shall be revoked, shall become null and void ab initio (as if it were never executed) and shall cease to be in full force and effect automatically and with immediate effect if any event specified in paragraph 5.1(a) to (e) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders, provided that notwithstanding the foregoing, the Amendments set forth in paragraph 4.1 of this letter shall not be subject to termination: (a) an Event of Default has occurred which has not been waived or forborne; (b) the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne; (c) you are in breach of any of your obligations under this letter; (d) any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne; or (e) any waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder.

Termination of Waiver. 4.1 The Waiver Period shall terminate and the Waiver shall cease to apply automatically and with immediate effect if any event specified in paragraph 4.1(a) to (j) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders: (a) an Event of Default has occurred which has not been waived or forborne; (b) the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne; (c) you are in breach of any of your obligations under this letter; (d) any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne; (e) any Group Member makes a payment, repayment or prepayment (other than (i) any scheduled interest and amortization payments to be made on or prior to 11:59 p.m. (New York City time) on 30 September 2016, (ii) any mandatory prepayment pursuant to a sale, disposition or a total loss of a vessel, (iii) any payment under the Hayfin Credit Agreement up to the Maximum Hayfin Prepayment Amount and (iv) any other payment, repayment or prepayment otherwise approved or consented to by the Agent) of any principal of a loan or advance under any of Loan Agreement, the Hornet Credit Facility or any Other Credit Agreements or creates any security or give any guarantee or other commitment or credit support (or procures or allows any of its affiliates to do so) in favour of any lender or creditor of any Group Member; (f) on or prior to 11:59 p.m. (New York City time) on 15 August 2016, (a) no purchase agreement satisfactory in form and substance to the Finance Parties has been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in the Parent, providing for the issuance of equity interests in the Parent in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) the Parent has not filed a registration statement relating to sale of equity securities of the Parent for an amount not less than $125,000,000; (g) the cash and cash equivalents of the Parent and its Subsidiaries are less than $25,000,000; (h) any of the Amended Equity Commitment Letters cease to be in full force and effect or any party th...

Termination of Waiver. The Waiver will terminate, and a Change in Control will be deemed to have occurred coincident with, (a) any termination of the EVRA coupled with a failure to consummate the transactions contemplated by the Transaction Agreement, (b) any occurrence that causes an allocation of Membership Interests in the Company that, as of the consummation of the Vulcan Sale, differs substantially from that contemplated by the Transaction Agreement, or (c) any event that would otherwise constitute a Change in Control. In addition, notwithstanding anything contained herein to the contrary, if the Employee is terminated for any reason other than for Cause within two years of the execution of this Waiver Agreement, the Waiver will be deemed to have terminated on the date immediately preceding such termination or notice of such termination, a Change in Control will be deemed to have occurred as of such date and the Employee will be paid the lump sum payment contemplated by Section 8(d)(ii) of the Agreement as if the Employee had terminated his employment for Good Reason following a Change in Control. In addition, upon such termination without Cause or for Good Reason, the Employee shall immediately vest in any and all unvested long-term incentive arrangements outstanding under the 1998 Long-Term Incentive Plan or the 2005 Long-Term Incentive Plan.

Termination of Waiver. The Waiver of Premium benefit will cease on the earliest of the following dates: ➢ the date Total Disability ceases; ➢ the date you engage in any occupation for remuneration or profit; ➢ the date you fail to submit the required proof of Total Disability; ➢ the date your insurance would normally cease if you were not Totally Disabled; or ➢ the date you attain age 65. Proof of good health is not required if application is made within thirty-one (31) days of first becoming eligible. If coverage is not applied for within this thirty-one (31) day period, evidence may be requested for you, if any, before benefits commence. Certain other situations may require the submission of evidence of health before coverage will be approved. These could include benefits in excess of the non-evidence limits, as indicated in the Schedule of Benefits, and late reporting of salary changes where benefits are related to earnings. The cost of obtaining evidence of health shall be paid by the insurer if you apply for coverage within 31 days of becoming eligible, otherwise it will be the employee’s responsibility to pay for such charges. Your Group Insurance will terminate on the earliest of: ➢ the date you cease to be an eligible employee; ➢ the date you retire; ➢ the date you terminate employment; ➢ the date the Group Policy terminates; ➢ the date the premium is not paid, or ➢ the date you reach the Termination Age.

Termination of Waiver. Terminate or waive any right of substantial value;

Termination of Waiver. The Waiver will terminate, and a Change in Control will be deemed to have occurred coincident with, (a) any breach by Vulcan Energy of the terms of the Voting Agreement, (b) any termination of the Voting Agreement by Vulcan Energy or any notice of termination given by Vulcan Energy, other than any termination (or notice thereof) pursuant to clause (a) of Section 4 of the Voting Agreement, where Vulcan Energy is no longer a Majority Holder (as defined in the Voting Agreement) due to any merger, consolidation or similar transaction involving the Company or the Partnership; provided, however; this provision shall not reduce or otherwise supercede the Employee’s rights if any such merger, consolidation or similar transaction involving the Company or the Partnership would otherwise have resulted in a Change in Control, (c) during the two-year period following the execution of this Agreement, the failure of at least two Designated Independent Directors to be members of the Board of Directors of the Company, provided, that with respect this clause (c) the Waiver will be deemed not to have terminated, and no Change in Control will be deemed to have occurred unless the Employee exercises the Termination Power within 180 days following the first day on which there shall fail to be at least two Designated Independent Directors on the Board of Directors of the Company, or (d) the provision of any economic incentive or other consideration (including any concession or forbearance) by Vulcan Energy directly or indirectly to any other member of the Company that has the intent or effect of terminating, obviating or circumventing the Voting Agreement; provided that for the avoidance of doubt, the foregoing clause (d) shall not be deemed to include conversations with other members of the Company regarding the Independent Directors or other matters where Vulcan Energy attempts to persuade such other members to vote in a specified manner as long as Vulcan Energy’s solicitations do not involve the direct or indirect provision of any economic incentives or other consideration. In addition, notwithstanding anything contained herein to the contrary, if the Employee is terminated for any reason other than for Cause within two years of the execution of this amendment, the Waiver will be deemed to have terminated on the date immediately preceding such termination or notice of such termination, a Change in Control will be deemed to have occurred as of such date and the Employee will b...

Termination of Waiver. The Issuer may, at its option, at any time terminate the waiver of the rights of the Holders contained herein with respect to all of the Waiver Shares by giving a notice thereof to the holders of Series A Shares, and thereupon all obligations of the Issuer set forth herein with respect to such Waiver Shares shall cease and such Waiver Shares shall be subject to the provisions of the Certificate of Designations in all respects; provided that termination shall not be effective if within 30 days of the notice thereof a majority of the outstanding Non-Waiver Shares refuses to consent thereto but shall become effective thereafter immediately upon receipt of such consent.

Termination of Waiver. The parties hereto agree that, upon the effectiveness of this Agreement, the Waiver Agreement and Amendment No. 1 dated as of November 7, 2008 executed in connection with the Existing Credit Agreement shall be terminated automatically. EXECUTED as of the date first above written. BORROWERS: MXENERGY INC. By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Xxxxxxx Xxxxx MXENERGY ELECTRIC INC. By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Xxxxxxx Xxxxx GUARANTORS: MXENERGY HOLDINGS INC. By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Xxxxxxx Xxxxx ONLINE CHOICE INC. MXENERGY GAS CAPITAL HOLDINGS CORP. MXENERGY ELECTRIC CAPITAL HOLDINGS CORP. MXENERGY GAS CAPITAL CORP. MXENERGY ELECTRIC CAPITAL CORP. MXENERGY CAPITAL HOLDINGS CORP. XXXXXXXXX.XXX INC. MXENERGY CAPITAL CORP. By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Xxxxxxx Xxxxx MXENERGY SERVICES INC. By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Xxxxxxx Xxxxx ADMINISTRATIVE AGENT: SOCIÉTÉ GÉNÉRALE, as Administrative Agent By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: /s/Xxxxx-Xxxx Oh Name: Xxxxx-Xxxx Oh Title: Vice President REVOLVING LENDERS: SOCIÉTÉ GÉNÉRALE By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: /s/Xxxxx-Xxxx Oh Name: Xxxxx-Xxxx Oh Title: Vice President WACHOVIA BANK, N.A. By: /s/Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Senior Vice President CoBANK, ACB By: /s/Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President XXXXXX XXXXXXX BANK By: /s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signature BANK OF AMERICA, N.A. By: /s/Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President ALLIED IRISH BANKS p.l.c. By: /s/Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Executive Vice President By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President RZB FINANCE LLC By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Group Vice President BRIDGE LENDERS: CHARTER MX LLC By: Charterhouse Equity Partners IV, L.P., Its Managing Member By: CHUSA Equity Investors IV, L.P., Its General Partner By: Charterhouse Equity IV, LLC, Its General Partner By: /s/Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signer XXXXXX COMMODITY PARTNERS FUND LP By: XXXXXX COMMODITY PARTNERS GP LP, its General Partner By: XXXXXX XX LLC, its General Partner By: /s/Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signature /s/Xxxxxxx Xxxxx Xxxxxxx Xxxxx /s/Xxxxxx Xxxxxx Xxxxxx Xxxxxx /s/Xxxxxx ...

Termination of Waiver. The parties hereto hereby acknowledge and agree that Section 3 of the Amendment and Restatement and Waiver, dated as of August 6, 2008, by and among the Transferor, Tyson, the Collection Agent, the Guarantor, the CP Conduit Purchasers, the Committed Purchasers, the Funding Agents, and the Administrative Agent, is valid, binding and effective as of and between the date thereof and the date immediately prior to the Effective Date, but that from and following the Effective Date, such Section, and the waivers set forth therein, are terminated, null and void, and of no legal consequence or effect whatsoever.