Termination/Transfer Sample Clauses

Termination/Transfer. (i) The Consenting Party will not, without the prior written consent of the Collateral Agent, (A) cancel or terminate any of the Contracts except as provided in the Contracts and in accordance with Section 1(e)(ii) hereof, or consent to or accept any cancellation or termination thereof by the Borrower, (B) sell, assign or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Contracts, except as set forth in Article 15 of the Master Operating Agreement, or (C) amend or modify the Contracts in any respect that may reasonably be expected to have a material effect on the Borrower's rights or obligations. The Consenting Party agrees to deliver duplicates or copies of all (i) notices of default delivered under or pursuant to any of the Contracts to the Collateral Agent promptly upon delivery thereof to the Borrower (and the Consenting Party agrees that no such notice of default shall be effective until received by Collateral Agent), and (ii) amendments to any of the Contracts that in any respect may reasonably be expected to have a material effect on the Borrower's rights or obligations (and the Consenting Party agrees that no such amendment shall be effective until received by the Collateral Agent); provided, that any failure by the Consenting Party to deliver to the Collateral Agent any such duplicates or copies shall not subject the Consenting Party to any liability whatsoever. (ii) The Consenting Party will not terminate the Contracts or any of its obligations thereunder on account of any default or breach of the Borrower thereunder without (A) in the case of a default by the Borrower that is the failure by the Borrower to pay amounts to the Consenting Party which are due and payable under the Contracts, first providing to the Collateral Agent written notice of such default and ninety (90) days from the date such notice is delivered to the Collateral Agent to pay such amounts and (B) in the case of a default that cannot be cured by the payment of money to the Consenting Party, first providing to the Collateral Agent written notice of such default and a reasonable opportunity (in any event at least ninety (90) days but no more than one hundred eighty (180) days) to cure such breach or default so long as the Collateral Agent or its designee shall have commenced to cure the breach or default within such ninety-day period and thereafter diligently pursues such cure to completion and continues to perform any monetary obligations...
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Termination/Transfer. The Sponsor shall not terminate, transfer nor consent to any transfer of any existing Hedge without Fxxxxxx Mac’s prior written consent as long as the Sponsor is required to maintain a Hedge with respect to the Class A Certificates pursuant to this Agreement. Prior to termination of an existing Hedge on a date prior to its scheduled termination date, the Sponsor shall, so long as a Weekly Reset Rate or Monthly Reset Rate is in effect, obtain a new Hedge satisfying the terms of this Agreement. Any new Hedge must be effective on or before or on the date immediately following the last date on which the existing Hedge is in effect. In no event shall the Sponsor terminate the Hedge if in connection with such termination Fxxxxxx Mac would be required to pay a termination fee pursuant to the Hedge, unless Fxxxxxx Mac expressly consents to the payment of such termination fee.
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Termination/Transfer. Employees who terminate or transfer out of employment with the IBHS bargaining unit, TPMG, before March 1st of the plan year (for reasons other than retirement or death) forfeit the incentive award. Employees who are active on March 1st and who terminate employment any time after March 1st will remain eligible to receive an award payment. Checks for eligible terminated employees will be issued separately, following award payment, as soon as practicable.
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Termination/Transfer. (a) Anything in this Agreement or elsewhere to the contrary notwithstanding, all of Borrower's obligations under this Article IX shall automatically terminate with respect to any Fund Lender if (i) such Fund Lender shall fail for any reason to perform or observe in any material respect the agreement on its part to be performed or observed under Section 9.01(b), and (ii) such failure (if capable of being remedied) shall not be remedied within fifteen (15) Business Days after the date on which written notice thereof shall have been given to such Fund Lender by Borrower. (b) In the event a Fund Lender transfers all or any portion of its investment in Borrower to an affiliated entity that is intended to qualify as a venture capital operating company under the Plan Assets Regulations, such transferee shall be afforded the same rights afforded to such Fund Lender hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder.
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Termination/Transfer. Either party shall have the right to terminate this Agreement immediately by delivering to the other party written notice of such termination in the event of any attempted transfer or assignment by the other party of the entire Agreement in violation of Section 12.11 below.
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Termination/Transfer. As of the Effective Date, Seller will (i) terminate any applicable employment contract of individuals who are to be employed by Purchaser pursuant to Section 1.4(a); (ii) terminate the participation of all such employees in all of the Employee Plans (as defined in Section 2.11) and/or transfer the assets contained in any Employee Plans to any employee plan required to be continued or established by Purchaser for the benefit of any employees hired by Purchaser, and obtain any and all necessary consents for such transfer, in accordance with all Laws, including, without limitation, the provisions of the Internal Revenue code of 1986, as amended ("Code"), and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (iii) cause the Employee Plans to make timely, appropriate distributions and/or transfers, to the extent required, to such employees or new employee plans in accordance with such Employee Plans and/or any and all Laws, including, without limitation, the Code and ERISA; and (iv) provide Purchaser with copies of documents and other information related to the foregoing matters as Purchaser may request.
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Termination/Transfer. A. At the end of the agreement’s Term, said agreement will automatically renew for successive quarterly periods at the current quarterly rate, and will continue on a quarterly basis unless the Customer advises SSI in writing that they wish to terminate the Service. B. Except for month to month customers, if the Customer terminates this agreement prior to the end of the Term, the Customer agrees to pay SSI a Standard Termination Fee of ½ the monthly service fee times the number of months remaining in the Term at the time of termination. Further, SSI retains its ownership of all Equipment should the Customer terminate this agreement prematurely. C. Please note that SSI has no obligation to immediately remove the Equipment if the Customer terminates their Service. If the Customer fails to pay the termination fee, SSI may, but is not required to, remove all CPE equipment. (ie customer must leave equipment in place or wait for SSI to remove same) D. If Customer moves out of the premises in which SSI’s services & equipment is installed, SSI may terminate this agreement and disconnect our Service and the Customer may be liable for a Standard Termination fee. Customer must not remove equipment on their home, but must contact SSI to request a “move” of service. E. If a Customer wishes to move or transfer their service to a new residence, Customer agrees to pay required relocation fees to move the service & supply it to the new service location.
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Termination/Transfer. Upon the termination of the Trust pursuant to Section 13.1, the Issuer Trustee, on behalf of the Trust, and the Collateral Agent, as appropriate, shall return to the Seller or any permitted assignee (without recourse, representation or warranty) all right, title and interest of the Trust in, to and under the Trust Assets. Each of the Collateral Agent and the Issuer Trustee shall execute and deliver such instruments of transfer, in each case prepared by the Seller and without recourse, representation or warranty, as shall be reasonably requested by the Seller or its assignee, to vest in such Person all right, title and interest that the Trust had in such assets. In connection with any such request, the Seller shall deliver to the Collateral Agent and the Issuer Trustee an Officers' Certificate, upon which each of the Collateral Agent and the Issuer Trustee may conclusively rely, certifying that such transfer is authorized or permitted by this Agreement, and that all conditions precedent to such transfer have been satisfied.
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Termination/Transfer 
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Related to Termination/Transfer

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Termination of the Repurchase Right The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph C.

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Termination for Cause with Notice to Cure Requirement Contractor may terminate this contract for the Department’s failure to perform any of its duties under this contract after giving the Department written notice of the failure. The written notice must demand performance of the stated failure within a specified period of time of not less than 30 days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period.

  • Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

  • Limited Condition Transaction In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Notice of Restricted Transfer Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 13.2(a) or any Person who would have owned Shares that resulted in a transfer to the Trust pursuant to the provisions of Section 13.2(b) shall immediately give written notice to the Company of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or Non-Transfer Event on the Company’s qualification as a REIT.

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