Termination Prior to End of Term Sample Clauses

Termination Prior to End of Term a. JPMC may immediately terminate this Schedule Two by giving Visa written notice of termination: (i) if Visa becomes insolvent or makes an assignment for the benefit of its creditors or any proceeding is commenced by or against Visa under any bankruptcy, liquidation or other debtor’s protection law or statute, and such proceeding is not dismissed within sixty (60) days of its institution; (ii) if, within thirty (30) days of JPMC giving Visa written notice of Visa’s breach of this Schedule Two including failure to meet the performance standards set forth in Schedule B, such breach is not cured; (iii) if Visa violates any material governmental law, regulation or rule applicable to Visa but only if such violation has a material adverse effect on JPMC; (iv) without cause upon sixty (60) days prior written notice to Visa or (v) if Visa incurs a material impairment of its ability to perform its obligations under this Schedule Two. In the event JPMC desires to terminate this Schedule Two prior to the end of the Term under section 4(a)(iv), JPMC shall so notify Visa in writing and shall include with that notice a check payable to Visa as ** an amount calculated as follows. ** 12/01/04.01 12 ** Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC. b. Visa may terminate this Schedule Two by giving JPMC written notice of termination (i) if JPMC becomes insolvent or makes an assignment for the benefit of its creditors or any proceeding is commenced by or against JPMC under any bankruptcy, liquidation or other debtor’s protection law or statute, and such proceeding is not dismissed within sixty (60) days of its institution; (ii) if within thirty (30) days of Visa giving JPMC written notice of JPMC’s breach of this Schedule Two the breach is not cured; or (iii) JPMC violates any material governmental law, regulation or rule applicable to JPMC but only if such violation has a material adverse effect on Visa. c. In the event of termination of this Schedule Two for any reason, sections 5, 6, 7, and 8 of this Schedule A shall survive termination.
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Termination Prior to End of Term. (a) The Client may terminate this Contract under the following circumstances:
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Termination Prior to End of Term. This Agreement may be terminated prior to the end of the Initial Term or any Renewal Term only as follows: (a) Either party may terminate this Agreement immediately upon written notice to the other party upon the occurrence of a material breach or default by such other party of any of its representations, warranties or covenants set forth in this Agreement that is not cured within 30 days after delivery of written notice to such other party specifying the breach or default claimed. (b) Either party may terminate this Agreement immediately upon written notice to the other party upon if the other party (i) makes a general assignment for the benefit of creditors, (ii) applies for the appointment of a trustee, liquidator or receiver for its business or property, or one is assigned involuntarily and not dismissed within 60 days, (iii) is subject to a proceeding for [****] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. bankruptcy, receivership, insolvency or liquidation not dismissed within 60 days or (iv) is adjudicated insolvent or bankrupt. (c) CDS may terminate this Agreement (or curtail or restrict the provision of the Services hereunder, including on a Terminal-by-Terminal basis to the extent necessary) effective immediately upon written notice to Customer if: (i) Customer does not pay any undisputed fee or charge when due hereunder and such failure continues for a period of [****] after CDS gives written notice thereof to Customer’s Chief Executive Officer, Chief Information Officer and General Counsel; (ii) the Sponsoring Bank withdraws its sponsorship of Customer for any reason and Customer fails to secure a replacement Sponsoring Bank within [****] thereof; or (iii) Customer (A) engages in activities that cause or are reasonably likely to cause CDS or Sponsoring Bank to violate any Network Rule or Applicable Law or (B) participates in fraudulent activity, including making misrepresentations regarding the business operations of Customer. (d) CDS may terminate this Agreement (or curtail or restrict the provision of the Services hereunder, including on a Terminal-by-Terminal basis to the extent necessary) immediately upon written notice to Customer following the issuance of any order, rule or regulation or the enactment of any law by any governmental authority (including any Gaming Authority (as defined in Se...
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Termination Prior to End of Term. After a vote by the TOWN Council to remove CONTRACT OFFICER prior to the end of the Term of this Employment Contract, the TOWN shall pay to CONTRACT OFFICER full compensation for all work satisfactorily performed by CONTRACT OFFICER as of the termination date. CONTRACT OFFICER may terminate this Employment Contract by resigning in accordance with the TOWN Personnel Policies as amended from time to time. Upon such termination by CONTRACT OFFICER, the TOWN shall pay to CONTRACT OFFICER full compensation for all work satisfactorily performed by CONTRACT OFFICER under this Employment Contract as of the termination date.
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Termination Prior to End of Term. This Agreement may be terminated -------------------------------- before the end of its term: (a) By Xxxxxx immediately upon written notice to Buyer if Buyer or Mattress Discounters shall, or by Buyer or Mattress Discounters immediately upon written notice to Xxxxxx if Xxxxxx shall,: (i) file any petition under the bankruptcy laws of the United States; (ii) have such a petition filed against it which is not dismissed or otherwise resolved in its favor within sixty (60) days, or (iii) cease to function as a going concern or to conduct operations in the normal course of business; (b) By Xxxxxx immediately if Buyer or Mattress Discounters breaches, or by Buyer or Mattress Discounters immediately if Xxxxxx breaches, a material provision of this Agreement and the breach continues for more than 90 days after delivery of written notice of such breach. Xxxxxx, Buyer and Mattress Discounters agree to negotiate in good faith to resolve any disputes under this Agreement; or (c) By Xxxxxx upon 120 days notice to Mattress Discounters if Mattress Discounters does not agree to sell Products to Xxxxxx at the same prices as in the Pricing Proposal within 60 days as provided in Section 5(a). In the event of termination of this Agreement pursuant to this Section, allowance or rebate payments under Sections 5(c) or (d) shall be paid for the period through termination, at Xxxxxx'x option, either by (i) netting such amounts against outstanding invoices or (ii) cash payment from Mattress Discounters due within five business days of notice from Xxxxxx.
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Termination Prior to End of Term. This Agreement shall automatically terminate on June 29, 2008. In the event that Consultant becomes a full-time employee of any company, corporation, limited liability company or other business entity prior to the end of the term, Consultant or INCARD may terminate this Agreement without cause. Upon transmission of written notice of termination by either Party, any obligation to pay compensation by INCARD or to provide services by Consultant shall cease immediately. Consultant shall be required to transmit written notice to INCARD immediately upon learning he has obtained full time employment with another party via facsimile and first class mail (“Employment Notification”). In the event Consultant fails to provide timely Employment Notification, Consultant shall be required to return all amounts paid by INCARD for any period after Consultant commenced such full time employment along with additional liquidated damages of $2,500 for each week that passes from the start date of employment and the transmission of the Employment Notification.
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Termination Prior to End of Term. (a) In the event of a Material Default by either party, the other may terminate this Agreement, upon written notice, and such notice shall be effective, upon delivery of notice in the case of a Material Breach specified in Sections 9(b) and (c) and 10(d) and (e), and upon thirty (30) days’ notice in the case of any other Material Breach. In the case of any other Material Default, the nondefaulting party shall provide a notice to the defaulting party describing the Material Default. The defaulting party shall have ten (10) days from re- ceipt of such notice to cure such Material Default. In the event such Mate- rial Default cannot be cured within ten (10) days or is disputed by the de- faulting party, the parties shall exhaust the procedures set forth in Sec- tion 14. If the Material Default is not resolved pursuant to Section 14, the nondefaulting party may terminate upon thirty (30) days’ written notice. Notwithstanding the foregoing, upon the third occurrence of a curable Ma- terial Default, the nondefaulting party may terminate upon thirty (30) days’ written notice without exhausting the procedures set forth in Section 14. (b) Buyer may terminate this Agreement upon ninety (90) days’ written notice if it withdraws from engaging directly or indirectly in the CMF Business, provided, however, that Seller’s duty of Exclusivity shall lapse upon receipt of such notice. 7It is good practice, where possible, to distinguish between different kinds of de- faults (some being more material than others, and some being more susceptible of objective resolution than others) that may require different kinds of remedies. Here the supplier wanted to make sure it was paid and that the minimum pur- chases were made. The purchaser was more interested in delivery dates, com- petitive pricing and nonconforming goods.
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Termination Prior to End of Term. This Agreement may be terminated prior to the end of the Initial Term or any Renewal Term only as follows: (a) Either party may terminate this Agreement immediately upon written notice to the other party upon the occurrence of a material breach or default by such other party of any of its representations, warranties or covenants set forth in this Agreement that is not cured within 30 days after delivery of written notice to such other party specifying the breach or default claimed. (b) Cardtronics may terminate this Agreement effective immediately upon written notice to Customer if: (i) Customer does not pay any undisputed fee or charge when due hereunder and such failure continues for a period of 20 days after Cardtronics gives written notice thereof; (ii) Customer (A) makes a general assignment for the benefit or creditors,
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Termination Prior to End of Term 
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Related to Termination Prior to End of Term

  • Termination Prior to Expiration of Term This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

  • Contents of Termination Notice A Termination Notice shall specify: (a) the nature of the relevant Event of Default; (b) a date and time, which shall be reasonable in the circumstances, at which termination is to take effect; and (c) whether the party serving the Termination Notice reasonably considers that the Event of Default is capable of remedy, and where the relevant Event of Default is capable of remedy: (i) the steps which the party serving the Termination Notice believes are reasonably required to remedy the Event of Default; and (ii) a reasonable grace period within which such steps may be taken (where the Event of Default is a failure of the Train Operator to pay Track Charges or other amounts due, seven days is a reasonable grace period).

  • Commencement of Term (a) The Premises shall be deemed substantially completed upon the issuance of a certificate of substantial completion by Landlord's architect or a certificate of occupancy by the local building authority, notwithstanding that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed. If the substantial completion of the Premises by Landlord is delayed in any way by Tenant or Tenant's Representatives, the Premises shall be deemed substantially completed for purposes of this Section on the date when they would have been substantially completed but for such delay. (b) Tenant's taking possession of the Premises shall be conclusive evidence that the Premises were in good order, condition and repair when Tenant took possession, except for those matters (for which Landlord is responsible as provided in this Lease) of which Tenant gives Landlord notice within 10 days after taking possession. Landlord shall complete or repair such matters as soon as reasonably possible. (c) If Landlord is unable to deliver possession of the Premises to Tenant within 180 days after the Expected Commencement Date (the Outside Commencement Date), then Tenant, as its sole remedy, may terminate this Lease by notice to Landlord given within 10 days after the Outside Commencement Date. The Outside Commencement Date shall be extended by the period of any delay described in Section 1(a). Landlord shall not be liable to Tenant or any third party for its failure to deliver possession of the Premises to Tenant. If the Commencement Date does not occur within one year after the Expected Commencement Date, this Lease shall terminate and Landlord and Tenant shall have no further obligations to the other, except as may otherwise be provided in this Lease. (d) After the Commencement Date has been determined, Landlord and Tenant shall execute a supplemental agreement specifying the Commencement Date, Termination Date and such other information as Landlord shall reasonably require.

  • Vacating at End of Term; Renewal This Agreement does not automatically renew, and Owner is not obligated to renew it. Owner reserves the right to contract with others for the premises at any time, for occupancy commencing after the End Date. The parties mutually agree that Resident’s tenancy and right of occupancy will end automatically on the End Date and that this provision constitutes notice of termination on the End Date. Upon termination or expiration of this Agreement for any reason, Resident will immediately vacate and relinquish the bedroom space and entire apartment, and all of Owner’s fixtures, in a clean and sanitary condition, including removing all trash. Resident will pay all utility and service bills to the bedroom space and apartment (except those provided by Owner as specified above) and cancel all utility accounts in the name of Resident. Resident will return to Owner all keys issued to Resident by Owner. If all keys issued to Resident are not returned promptly to Owner, Resident will pay all costs associated with re-keying or reprogramming locks for the bedroom space and/or apartment, along with the cost of key replacement. If Resident fails to vacate the bedroom space and apartment by the end of the Term or upon earlier termination of the Agreement, Resident will pay an administrative fee in the amount of $300.00 plus agreed holdover charges equal to three (3) times the daily pro- rated housing charges during the Term (but not more than the amount provided by law), plus associated expenses, including attorneys’ fees as allowed by law. In no event after termination or expiration of this Agreement will it be deemed to be renewed or extended.

  • Damage Near End of Term If at any time during the last six (6) months of the term of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may, at Lessor's option, terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving written notice to Lessee of Lessor's election to do so within thirty (30) days after the date of occurrence of such damage. Provided, however, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by (a) exercising such option, and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is ten (10) days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's expense repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate as of the date set forth in the first sentence of this Paragraph 9.5.

  • Extension of Termination Date (a) The Borrower may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

  • Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

  • End of Term Upon the expiration or other termination of this Lease, Tenant shall quit and surrender to Landlord the Premises, vacant, broom clean, in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and otherwise in compliance with the provisions of Article 3 hereof. If the last day of the Term or any renewal thereof falls on Saturday or Sunday, this Lease shall expire on the Business Day immediately preceding. Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article 20. Tenant acknowledges that possession of the Premises must be surrendered to Landlord on the Expiration Date. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Premises as aforesaid will be extremely substantial, will exceed the amount of the monthly installments of the Fixed Rent and Rental theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within twenty-four (24) hours after the Expiration Date, in addition to any other rights or remedies Landlord may have hereunder or at law, and without in any manner limiting Landlord's right to demonstrate and collect any damages suffered by Landlord and arising from Tenant's failure to surrender the Premises as provided herein, Tenant shall pay to Landlord on account of use and occupancy of the Premises for each month and for each portion of any month during which Tenant holds over in the Premises after the Expiration Date, a sum equal to the greater of (i) two (2) times the aggregate of that portion of the Fixed Rent, Escalation Rent and Rental which was payable under this Lease during the last month of the Term, and (ii) the then fair market rental value for the Premises. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the Expiration Date or to limit in any manner Landlord's right to regain possession of the Premises through summary proceedings, or otherwise, and no acceptance by Landlord of payments from Tenant after the Expiration Date shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 20. The provisions of this Article 20 shall survive the Expiration Date.

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

  • Term of Agreement; Termination A. The term of this Agreement shall commence on the date hereof. B. This Agreement shall terminate at the Effective Time of the Merger or the earlier of (i) at any time prior to consummation of the Merger by the written consent of the parties hereto and (ii) termination of the Merger Agreement in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, such termination shall not relieve any party from liability for any willful breach of this Agreement prior to such termination.

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