Common use of Termination; Suspension Clause in Contracts

Termination; Suspension. A. This Agreement may be terminated as to future commitments for sale of Loans by either party at any time, but such termination shall not in any respect change or modify the obligation of Seller with respect to Loans already subject to a commitment. The effective time of termination shall be the earlier of the time written notice is actually received by the other party or 5 days after written notice is posted in the United States Postal Service by the canceling party. Termination of this Agreement shall not in any way affect either Seller’s or Plaza’s obligations, representations, warranties or indemnifications with respect to Loans already purchased by Plaza; provided, however, that Plaza may immediately terminate its obligations hereunder without notice and immediately return to Seller any Loans subject to a commitment and Seller shall accept such Loans if Plaza reasonably determines that there has been any deception, fraud, concealment or material misrepresentation by Seller in performing any of its duties, obligations, responsibilities or actions undertaken in connection with this Agreement or in connection with any Loan sold to Plaza pursuant to this Agreement. All representations, warranties, indemnity obligations, solicitation covenants, and other remedies available to Plaza under this Agreement, at law or in equity, will survive termination of this Agreement. B. In addition to the termination rights set forth in Paragraph A above, in the event that Plaza believes in good faith that Seller has breached an obligation (including a Repurchase Obligation under Section 7.0), representation, warranty or covenant under this Agreement, or will be unable to fulfill any of its obligations under this Agreement or the Guide (including a Repurchase Obligation under Section 7.0), Plaza may, in its sole and absolute discretion, suspend this Agreement as to future commitments for the sale of Loans by Seller. Such suspension shall be effective immediately upon Seller’s receiving written notice or e-mail notification of same from Plaza and shall last until Plaza, in its sole and absolute discretion, determines to reactivate or terminate this Agreement.

Termination; Suspension. A. This Agreement may be terminated as to future commitments for sale of Loans by either party at any time, but such termination shall not in any respect change or modify the obligation of Seller with respect to Loans already subject to a commitmentCommitment. The effective time of termination shall be the earlier of the time written notice is actually received by the other party or 5 five days after written notice is posted in the United States Postal Service by the canceling party. Termination of this Agreement shall not in any way affect either Seller’s or PlazaCountrywide’s obligations, representations, warranties or indemnifications with respect to Loans already purchased by PlazaCountrywide; provided, however, that Plaza Countrywide may immediately terminate its obligations hereunder without notice and immediately return to Seller any Loans subject to a commitment Commitment, and Seller shall accept such Loans loans if Plaza Coutrywide reasonably determines that there has been any deception, fraud, concealment or material misrepresentation by Seller in performing any of its duties, obligations, responsibilities or actions undertaken in connection with this Agreement or in connection with any Loan sold to Plaza Countrywide pursuant to this Agreement. All representations, warranties, indemnity obligations, solicitation covenants, and other remedies available to Plaza under this Agreement, at law or in equity, will survive termination of this Agreement. B. In addition to the termination rights set forth in Paragraph A A. above, in the event that Plaza Countrywide believes in good faith that Seller has breached an obligation (including a Repurchase Obligation under Section 7.07), representation, warranty or covenant under this the Agreement, or will be unable to fulfill any of its obligations under this the Agreement or the Guide Manual (including a Repurchase Obligation under Section 7.07), Plaza Countrywide may, in its sole and absolute discretion, suspend this Agreement as to future commitments Commitments for the sale of Loans by Seller. Such suspension shall be effective immediately upon Seller’s receiving written notice or e-mail notification of same from Plaza Countrywide and shall last until PlazaCountrywide, in its sole and absolute discretion, determines to reactivate or terminate this Agreement.

Termination; Suspension. A. This Agreement may be terminated as (a) Neither Subscriber nor Infinex shall have the right to future commitments for sale of Loans by either party at any time, but such termination shall not in any respect change or modify the obligation of Seller with respect to Loans already subject to a commitment. The effective time of termination shall be the earlier of the time written notice is actually received by the other party or 5 days after written notice is posted in the United States Postal Service by the canceling party. Termination of this Agreement shall not in any way affect either Seller’s or Plaza’s obligations, representations, warranties or indemnifications with respect to Loans already purchased by Plaza; provided, however, that Plaza may immediately terminate its obligations hereunder without notice and immediately return to Seller any Loans subject to a commitment and Seller shall accept such Loans if Plaza reasonably determines that there has been any deception, fraud, concealment or material misrepresentation by Seller in performing any of its duties, obligations, responsibilities or actions undertaken in connection with this Agreement or in connection with any Loan sold to Plaza pursuant to this Agreement. All representations, warranties, indemnity obligations, solicitation covenants, and other remedies available to Plaza under this Agreement, at law except pursuant to paragraph 17 or in equitysubparagraphs 19 (b) or (c) hereof, will survive termination for a period of one year commencing on the Effective Date. Thereafter, either Subscriber or Infinex may terminate this Agreement upon ninety (90) days prior written notice to the other party, such notice to be given not earlier than the first day of the tenth calendar month of the initial term of this Agreement. B. In addition (b) Either Subscriber or Infinex (the "declaring party") may immediately suspend performance under this Agreement, and may thereafter terminate this Agreement pursuant to the termination rights procedures set forth in Paragraph A abovethis subparagraph 19(b), in the event the other party (the "breaching party") is in breach of any material agreement made by the breaching party under this Agreement. The declaring party shall promptly notify the breaching party of the grounds for any such suspension. The breaching party shall have ten days following such notice to resolve the matter(s) specified therein to the declaring party's satisfaction prior to any termination of this Agreement. In the event that the breaching party fails so to resolve any such matter(s) within the prescribed time and the declaring party does not agree in writing to extend the period for resolution of any such matter(s), the declaring party may terminate this Agreement upon the expiration of such 10-day period. (c) Infinex may terminate this Agreement at any time, upon written notice to Subscriber, if Subscriber or any entity controlling Subscriber directly or indirectly offers or makes available securities brokerage, investment advisory or insurance products or services that Infinex, after careful consideration and following consultation with Subscriber, reasonably deems to be detrimental to the operation of the Infinex Program at Subscriber's locations. Subscriber may terminate this Agreement at any time, upon written notice to Infinex, in the event that Plaza believes the Securities and Exchange Commission or any other governmental agency or authority, by reason of a change in good faith policy or other factors outside of Subscriber's control requires Subscriber to register as a broker-dealer or determines that Seller has breached an obligation Subscriber's execution of this agreement, or performance thereunder, is not authorized by or in violation of applicable laws or regulations. (including a Repurchase Obligation under Section 7.0), representation, warranty d) In the event that Infinex or covenant under Subscriber terminates this Agreement: (i) Subscriber shall immediately cease representing itself as a participant in the Infinex Program, discontinue use of all Infinex's materials and all materials bearing Infinex's name, logo or will be unable servicemark, return to fulfill Infinex any equipment, signs, materials, furnishings and supplies purchased by Infinex and promptly remove Infinex's name, logo or servicemark from any such items purchased by Subscriber, and (ii) Subscriber shall return to Infinex all records relating to Infinex's brokerage, investment advisory and insurance accounts, all Infinex's procedures and compliance manuals and all Infinex's forms and documents and shall so certify in writing to Infinex within ten days of the date of termination. (e) In the event that this Agreement is terminated by the parties hereto pursuant to the provisions of subparagraph 19(a) hereof or is terminated by Subscriber pursuant to paragraph 17 or subparagraphs 19(b) or 19(c) hereof and Subscriber wishes to make the service of another securities broker-dealer, investment adviser or insurance agency available to its customers, Infinex shall use its best efforts to facilitate the orderly transfer to such broker-dealer, investment adviser or insurance agency of the brokerage accounts, investment advisory accounts or insurance accounts established through the Infinex Centers operating at Subscriber's locations and shall otherwise cooperate with Subscriber to achieve a smooth transition to such other broker-dealer, investment adviser or insurance agency. Subscriber agrees to reimburse Infinex for all reasonable costs and expenses incurred by Infinex in connection with its obligations under this subparagraph 19(e). (f) In the event that this Agreement is terminated by either party pursuant to the provisions of paragraph 17 or the Guide (including a Repurchase Obligation under Section 7.0subparagraphs 19(a), Plaza may19(b) or 19(c) hereof and Subscriber does not wish to make services of another securities broker-dealer, in investment adviser or insurance agency available to its sole and absolute discretioncustomers, suspend this Agreement as to future commitments for the sale of Loans by Seller. Such suspension all Subscriber customer accounts with Infinex shall be effective immediately upon Seller’s receiving segregated at Infinex and control of such accounts shall not be transferred to any other Subscriber institution except as shall be directed by written notice or e-mail notification of same from Plaza and shall last until Plaza, in its sole and absolute discretion, determines to reactivate or terminate this Agreementcustomer request.

Termination; Suspension. A. This Agreement may be terminated as to future commitments for sale of Loans by either party at any time, but such termination shall not in any respect change or modify the obligation of Seller with respect to Loans already subject to a commitment. The effective time of termination shall be the earlier of the time written notice is actually received by the other party or 5 days after written notice is posted in the United States Postal Service by the canceling party. Termination of this Agreement shall not in any way affect either Seller’s or PlazaPHM’s obligations, representations, warranties or indemnifications with respect to Loans already purchased by PlazaPHM; provided, however, that Plaza PHM may immediately terminate its obligations hereunder without notice and immediately return to Seller any Loans subject to a commitment and Seller shall accept such Loans if Plaza PHM reasonably determines that there has been any deception, fraud, concealment or material misrepresentation by Seller in performing any of its duties, obligations, responsibilities or actions undertaken in connection with this Agreement or in connection with any Loan sold to Plaza PHM pursuant to this Agreement. All representations, warranties, indemnity obligations, solicitation covenants, and other remedies available to Plaza PHM under this Agreement, at law or in equity, will survive termination of this Agreement. B. In addition to the termination rights set forth in Paragraph A above, in the event that Plaza PHM believes in good faith that Seller has breached an obligation (including a Repurchase Obligation under Section 7.0), representation, warranty or covenant under this Agreement, or will be unable to fulfill any of its obligations under this Agreement or the Guide (including a Repurchase Obligation under Section 7.0), Plaza PHM may, in its sole and absolute discretion, suspend this Agreement as to future commitments for the sale of Loans by Seller. Such suspension shall be effective immediately upon Seller’s receiving written notice or e-mail notification of same from Plaza PHM and shall last until PlazaPHM, in its sole and absolute discretion, determines to reactivate or terminate this Agreement.

Termination; Suspension. A. COUNTY reserves the right to terminate this Grant Agreement at any time and without cause by serving upon SUBGRANTEE 30 days advance written notice of such intent to terminate. In the event of such termination, the COUNTY'S only obligation to SUBGRANTEE shall be payment for services rendered prior to the date of termination. B. Notwithstanding Paragraph A above, if any state or federal grant monies used to pay for performance under this Grant Agreement are either reduced or withdrawn, COUNTY shall have the right to either reduce the services to be provided and the total dollar amount payable under this Grant Agreement or terminate the Grant Agreement. To the extent possible, COUNTY will endeavor to provide fifteen (15) days written notice of such reduction or termination. In the event of a reduction in the amount payable, COUNTY shall not be liable to SUBGRANTEE for more than the reduced amount. In the event of a termination under this paragraph, COUNTY’S only obligation to SUBGRANTEE shall be payment for services rendered prior to the date of termination to the extent that grant funds are available. C. This Grant Agreement may be terminated as to future commitments for sale of Loans by either party at any time, but such termination shall not time without advance notice and without further obligation to the COUNTY when the SUBGRANTEE is found by COUNTY to be in default of any respect change or modify the obligation of Seller with respect to Loans already subject to a commitment. The effective time of termination shall be the earlier of the time written notice is actually received by the other party or 5 days after written notice is posted in the United States Postal Service by the canceling party. Termination provision of this Agreement shall not in any way affect either Seller’s or Plaza’s obligations, representations, warranties or indemnifications with respect to Loans already purchased by Plaza; provided, however, that Plaza may immediately terminate its obligations hereunder without notice and immediately return to Seller any Loans subject to a commitment and Seller shall accept such Loans if Plaza reasonably determines that there has been any deception, fraud, concealment or material misrepresentation by Seller in performing any of its duties, obligations, responsibilities or actions undertaken in connection with this Agreement or in connection with any Loan sold to Plaza pursuant to this Agreement. All representations, warranties, indemnity obligations, solicitation covenants, and other remedies available to Plaza under this Agreement, at law or in equity, will survive termination of this Grant Agreement. B. In addition to the termination rights set forth D. Notwithstanding any other provision in Paragraph A above, in the event that Plaza believes in good faith that Seller has breached an obligation (including a Repurchase Obligation under Section 7.0), representation, warranty or covenant under this Grant Agreement, this Grant Agreement may be terminated if for any reason, there are not sufficient appropriated and available monies for the purpose of maintaining COUNTY or will be unable to fulfill any of its other public entity obligations under this Grant Agreement. In the event of such termination, COUNTY shall have no further obligation to SUBGRANTEE, other than to pay for services rendered prior to termination. E. COUNTY reserves the right to suspend SUBGRANTEE’S performance and payments under this Grant Agreement or the Guide (including a Repurchase Obligation under Section 7.0), Plaza may, in its sole and absolute discretion, suspend this Agreement as to future commitments for the sale of Loans by Seller. Such suspension shall be effective immediately upon Seller’s receiving written notice delivered to SUBGRANTEE’S designated agent in order to investigate SUBGRANTEE’S activities and compliance with this Grant Agreement. In the event of an investigation by COUNTY, SUBGRANTEE shall cooperate fully and provide all requested information and documentation. At the conclusion of the investigation, or ewithin forty-mail notification of same from Plaza and shall last until Plazafive (45) days, whichever is sooner, SUBGRANTEE will be notified in its sole and absolute discretion, determines to reactivate writing that the Grant Agreement will be immediately terminated or terminate this Agreementthat performance may be resumed.

Termination; Suspension. A. This Agreement may be terminated as to future commitments for sale of Loans by either party at any time, but such termination shall not in any respect change or modify the obligation of Seller with respect to Loans already subject to a commitmentCommitment. The effective time of termination shall be the earlier of the time written notice is actually received by the other party or 5 days after written notice is posted in the United States Postal Service by the canceling party. Termination of this Agreement shall not in any way affect either Seller’s or PlazaPHM’s obligations, representations, warranties or indemnifications with respect to Loans already purchased by PlazaPHM; provided, however, that Plaza PHM may immediately terminate its obligations hereunder without notice and immediately return to Seller any Loans subject to a commitment Commitment and Seller shall accept such Loans if Plaza PHM reasonably determines that there has been any deception, fraud, concealment or material misrepresentation by Seller in performing any of its duties, obligations, responsibilities or actions undertaken in connection with this Agreement or in connection with any Loan sold to Plaza PHM pursuant to this Agreement. All representations, warranties, indemnity obligations, solicitation covenants, and other remedies available to Plaza PHM under this Agreement, at law or in equity, will survive termination of this Agreement. B. In addition to the termination rights set forth in Paragraph A above, in the event that Plaza PHM believes in good faith that Seller has breached an obligation (including a Repurchase Obligation under Section 7.0), representation, warranty or covenant under this Agreement, or will be unable to fulfill any of its obligations under this Agreement or the Guide (including a Repurchase Obligation under Section 7.0), Plaza PHM may, in its sole and absolute discretion, suspend this Agreement as to future commitments Commitments for the sale of Loans by Seller. Such suspension shall be effective immediately upon Seller’s receiving written notice or e-mail notification of same from Plaza PHM and shall last until PlazaPHM, in its sole and absolute discretion, determines to reactivate or terminate this Agreement.