Termination Termination Payment Sample Clauses

Termination Termination Payment. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or their respective affiliates, directors, officers, or stockholders, except as provided below and except for those obligations intended to survive termination. In the event that either the Buyer or Xxxxxxxx shall terminate this Agreement because of a material misrepresentation or a material breach of a material covenant by the other party (subject to the 30-day notice and cure period provided in Section 9.1(c)), the breaching party shall be liable to and shall pay to the terminating party by wire transfer the sum of $5,000,000 in full satisfaction of all claims within fifteen (15) business days after the breaching party's receipt of written notice of termination. It is agreed that the payments due hereunder are the exclusive remedy for termination of this Agreement. Notwithstanding the foregoing, in the event of a breach by Xxxxxxxx of Section 7.10, the Buyer may pursue any and all remedies available to it at law or in equity. Recovery by the Buyer of a termination payment under this Section 9.2 shall not bar any such action for breach of Section 7.10, but the amount of any monetary damages awarded to the Buyer in such action shall be reduced by the termination payment actually received by the Buyer.
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Termination Termination Payment. (a) If an Event of Default as described in Section 5.1(b) hereof (payment default) pursuant to which the payment default exceeds $100,000.00 unless disputed in good faith and in accordance with Section 7, is continuing on the sixtieth (60th) day following the receipt by the defaulting Party of written notice provided by the non-defaulting Party to the defaulting Party of such Event of Default, then the non-defaulting Party may at any time after the expiration of the sixty (60) day cure period described above during which such Event of Default remains uncured terminate this Agreement by giving written notice thereof to the defaulting Party; provided, however, that any such termination by the non-defaulting Party shall not diminish nor discharge the payment obligation of the defaulting Party which gives rise to such termination. Upon any such termination of this Agreement, TEMI shall have the right to sell or otherwise dispose of the Energy that was otherwise to be delivered under this Agreement to by or on behalf of TEMI to JCP&L on behalf of NJEA in any manner it sees fit, free of any NJEA interest therein. Except as provided in this Section 5.2(a), neither Party shall be entitled to terminate this Agreement due to an Event of Default by the other Party. (b) If NJEA terminates this Agreement pursuant to Section 5.2(a) due to an Event of Default by TEMI, then TEMI shall pay liquidated damages to NJEA (the "TEMI Termination Payment"), which shall consist of (A) the xxxx-to-market value, if any, of the terminated Energy payment obligation, as determined in a commercially reasonable manner, with the reference contract price being the Contract Rate hereunder, reasonably adjusted to reflect changes in the expected Facility dispatch factor caused by changes in projected market prices and the market consisting of a reasonable estimation of the sum of the amounts that would be payable by NJEA for electricity during the Replacement Period from a replacement supplier in the amounts that would have been required to be delivered to JCP&L on behalf of NJEA hereunder absent termination of this Agreement; plus (B) the total amount of Ancillary Termination Damages payable to NJEA due to the termination. NJEA shall provide TEMI with an invoice for the damages calculated in accordance with this Section 5.2(b) plus any additional amount owed to NJEA in connection with such termination as described in Section 5.2(d) hereof which invoice shall set forth the calculation and subs...
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Termination Termination Payment. (a) On the first business day that is at least two days after the Closing Date (as defined in the Merger Agreement) (the “TRA Termination Date”), the Tax Receivable Agreement shall be terminated and shall have no further force and effect by mutual agreement of the Parties. (b) As consideration for the agreements set forth herein and the release of the Corporation contained in Section 3, Parent agrees to contribute to the Corporation, and the Corporation agrees to pay to Virgin on the TRA Termination Date, $48,750,000 reduced by any and all amounts that the Company pays to Virgin (including amounts deemed paid through withholding, if any) pursuant to the Tax Receivable Agreement before the TRA Termination Date (the “Termination Amount”), as follows: (i) On the TRA Termination Date, Parent shall contribute the Termination Amount to the Corporation either in, at Parent’s option, (1) immediately available funds or (2) immediately available funds sufficient to satisfy amounts required to be deducted or withheld pursuant to Section 1(e), if any, and the remainder in an amount (the “Stock Payment Amount”) in the equivalent value of shares of Series 1 voting common stock, par value $2.00 per share, of Parent (“Parent Common Stock”), the number of which shall be determined by (x) dividing the Stock Payment Amount by the Average Parent Stock Price (as defined in the Merger Agreement), and (y) rounding down to the nearest whole share; and (ii) immediately thereafter, the Corporation shall pay to Virgin in immediately available funds or Parent Common Stock, as applicable, the Termination Amount, reduced by amounts, if any, withheld pursuant to Section 1(e). If the Termination Amount is being paid in Parent Company Stock and an amount is deducted or withheld pursuant to Section 1(e), the number of shares delivered in payment of the remaining Termination Amount shall be reduced by the amount deducted or withheld divided by the Average Parent Stock Price. Parent shall notify Virgin in writing whether it intends to pay the Termination Amount in cash or in Parent Common Stock no later than five (5) business days prior to the Effective Time (as defined in the Merger Agreement). If Parent fails to deliver such written notice in a timely manner, Parent shall be deemed to have elected to pay such amount in cash. (c) If Parent elects to contribute Parent Common Stock to the Corporation as provided in Section 1(b), the Parties agree to treat such contribution for U.S. federal in...
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Termination Termination Payment. If an Event of Default as described in either Section 8.1(b) hereof (payment default) pursuant to which the payment default exceeds $100,000.00 unless disputed in good faith and in accordance with Article 10, Section 8.1(f) hereof (i.e., Material Delivery Failure with respect to Contract Energy), or Section 8.1(g) hereof (i.e., Material Delivery Failure with respect to Capacity) is continuing on the sixtieth (60th) day following the receipt by the defaulting Party of written notice provided by the non-defaulting Party to the defaulting Party of such Event of Default, then the non-defaulting Party may at any time after the expiration of the sixty (60) day cure period described above during which such Event of Default remains uncured terminate this Agreement by giving written notice thereof to the defaulting Party; provided, however, that any such termination by the non-defaulting Party shall not diminish nor discharge the payment obligation of the defaulting Party which gives rise to such termination. Upon any such termination of this Agreement, NJEA shall have the right to sell or otherwise dispose of the Contract Energy or Capacity that was otherwise to be delivered to JCP&L hereunder in any manner it sees fit, free of any JCP&L interest therein. Except as provided in this Section 8.2(a), neither Party shall be entitled to terminate this Agreement due to an Event of Default by the other Party.
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Termination Termination Payment. 9.1 Termination 35 9.2 Effect of Termination or Breach 36
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Termination Termination Payment. In the event of termination of this ---- -------------------------------- Agreement, this Agreement shall forthwith become void, and there shall be no liability on the part of any of the parties hereto or their respective affiliates, directors, officers, or stockholders, except as provided below and except for those obligations intended to survive termination. In the event that: (i) either Parent or NOW shall terminate this Agreement because of material misrepresentation or a breach of a material covenant by the other party; or (ii) Parent shall terminate this Agreement pursuant to Section 8.1(d); or (iii) the Merger shall not have been approved by the affirmative vote of the holders of at least 51% of the voting securities of NOW; or (iv) the number of Dissenting Shareholders exceeds 10% and NOW enters into a Competing Transaction within one year of the date hereof with any person or entity other than Parent, (A) in the case of (i) and (ii), the nonterminating party shall be liable to and shall pay to the terminating party by wire transfer the sum of $2,200,000 in full satisfaction of all claims within fifteen (15) business days after the nonterminating party's receipt of written notice of termination, and (B) in the case of (iii) and (iv), NOW shall be liable to and shall pay to the Parent by wire transfer the sum of $2,200,000 in full satisfaction of all claims within fifteen (15) business days after the Shareholders' Meeting, in the case of (iii) and the entering into of such Competing Transaction, in the case of (iv). It is agreed that the payments due hereunder are the exclusive remedy for termination of this Agreement. Notwithstanding the foregoing, in the event of a breach by NOW of Section 6.4, Parent may pursue any and all remedies available to it at law or in equity. Recovery by Parent of a termination payment under this Section 8.2 shall not bar any such action for breach of Section
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Termination Termination Payment 
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Related to Termination Termination Payment

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

  • Notice of Termination Payment As soon as practicable after calculation of a Termination Payment, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. Subject to Section 5.4(b) above, the Termination Payment shall be made by the Party that owes it within three (3) Business Days after such notice is effective.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • Company Termination Fee (i) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(i), or in the event that this Agreement is terminated by the Company pursuant to Section 9.1(d)(ii), then, in each case, the Company shall pay to Parent, by wire transfer of immediately available funds, a fee in the amount of $135,500,000 (the “Company Termination Fee”) at or prior to the termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 9.1(c)(i). (ii) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii) in respect of a Willful Breach by the Company of a covenant or agreement contained in this Agreement, and in each case at any time after the date of this Agreement prior to such termination (i) a Company Acquisition Proposal has been made to the Company and publicly announced and has not been withdrawn prior to the termination of this Agreement (or prior to the Company Stockholders’ Meeting in the case of a termination pursuant to Section 9.1(b)(iii)) and (ii) within twelve months after such termination, the Company (A) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (B) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee less the amount of any Parent Expenses previously paid by the Company concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “15%” and “85%” shall be replaced by “50%”).

  • Termination for Non-Payment We may terminate this Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than thirty

  • Final Termination Unless terminated at an earlier date by mutual agreement of the parties hereto, this Agreement shall terminate upon the first to occur of the following: (a) the last Serviced Appointment is terminated, matured or expired under the terms of the applicable Serviced Corporate Trust Contract and all Trust Assets in respect thereof have been fully distributed, (b) the last Serviced Appointment is Transferred to the applicable Purchaser, (c) the applicable Seller has resigned from the last Serviced Appointment if permitted under Section 7.2 below or (d) the applicable Seller is removed from appointment or the applicable Seller’s appointment is terminated with respect to the last Serviced Appointment in accordance with this Agreement, the applicable Serviced Corporate Trust Contract or any other agreement between the parties hereto entered into on or prior to the date hereof. Upon termination of this Agreement in accordance with this Section 7.1, each party’s further rights and obligations hereunder, other than the provisions of Section 8 and Section 9, shall terminate and be of no further force and effect and no party shall have any liability hereunder, except that neither the Sellers nor the Purchasers shall be relieved or released from any liabilities or damages arising out of its breach of any provision of this Agreement prior to termination.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Early Contract Termination The State may terminate this contract in whole or in part by giving fifteen (15) days written notice to the Purchaser when it is in the best interests of the State. If this contract is so terminated, the State shall be liable only for the return of that portion of the initial deposit that is not required for payment, and the return of unapplied payments. The State shall not be liable for damages, whether direct or consequential.

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