Termination; Withdrawal. We may immediately withdraw and terminate this Agreement and withdraw from providing any further Services if: (a) any invoice becomes delinquent; (b) we become aware of any criminal, fraudulent or similar acts by you or your management, you or your management is accused or becomes the subject of an investigation by any governmental entity of criminal, fraudulent or similar acts which causes us to have reasonable doubt as to your or your management’s integrity; (c) you fail to provide us with information we request; (d) you cause a substantial delay in the Services; (e) we are unable to complete the engagement or are unable to form an opinion for reasons beyond our control; or (f) we are no longer able to satisfy our professional obligations regarding independence or conflicts of interest. Unless otherwise agreed in the Engagement Letter, we may terminate the Services at any time with or without a cause by giving you 30 days written notice. Notwithstanding anything to the contrary under the Agreement, our engagement ends upon delivery of the Services for which we have been engaged (in the case of tax return Services, upon filings of the tax returns for which we have been engaged). If we withdraw or terminate for any reason, you will pay all of our fees for work performed and expenses incurred through the effective date of such withdrawal or termination. We may withhold any work product until all past due invoices have been paid. The Terms will survive termination or expiration of the Agreement, provided that Sections 1 (A) will survive only for 1 year following the expiration or termination of the Agreement.
Termination; Withdrawal. If Donor withdraws from this agreement, in writing, before it is executed by the State, such withdrawal shall extinguish all rights, duties, obligations and liabilities of the State and the Donor under this agreement.
Termination; Withdrawal. (a) This Agreement may be terminated by the Dealer Managers, acting together, at any time upon notice to the Company if
(i) the Company has not complied with any covenants specified in Section 3 of this Agreement in any material respect or the representations and warranties under Section 4 are incorrect (in any material respect if not qualified as to materiality) as of the dates such representations and warranties are deemed made,
(ii) any stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings herefore initiated or threatened by the Commission,
(iii) there has been, since the time of execution of this Agreement or since the respective dates as of any Preliminary Prospectus or the Prospectus, any Material Adverse Effect,
(iv) the Company shall file, deliver, publish, mail or propose to file, deliver, publish or mail any amendment or supplement to the Offering Materials to which Moelis or Rothschild reasonably objects or which shall be disapproved in writing by its counsel,
(v) at any time prior to the Exchange Date, the Exchange Offer and Consent Solicitation is terminated or withdrawn for any reason, or
(vi) there is a good faith disagreement between the either Dealer Manager and Company that would reasonably prevent the consummation of the Exchange Offer and Consent Solicitation.
(b) Notwithstanding termination of this Agreement pursuant to Section 6(a) hereof, the provisions of Section 1(c) and the obligations of the Company to compensate and reimburse the Dealer Managers pursuant to Section 2 and to pay all costs and expenses incurred in connection with the performance of this Agreement and in connection with the Exchange Offer and the Consent Solicitation pursuant to Section 3(j), and the provisions of Sections 4, 5, 6(b), 7, and Sections 10 through 17 shall survive any termination of this Agreement.
Termination; Withdrawal. 18.1. Without prejudice to any other rights it may have, the Organiser may terminate the Agreement by notice in writing:
(a) If the whole, or any part, of the amounts due from the Exhibitor to the Organiser are not paid within fourteen (14) days of the due date (whether formally demanded or not);
(b) If the Exhibitor fails to observe and fulfil any of the terms of the Agreement; or
(c) If the Exhibitor shall be the subject of any administration or insolvency procedure, or is wound up or dissolved, or enters into any compromise or arrangement with his creditors.
18.2. Upon termination the Exhibitor shall remain liable to pay the Organiser the amount due from it under the Agreement prior to such termination.
18.3. Upon termination, the Organiser may at the Exhibitor's cost return the Exhibits and/or the Exhibitor's property to the Exhibitor at the address specified in the Applications for a Space Package or may destroy or otherwise dispose of the Exhibits or such property as the Organiser thinks fit.
Termination; Withdrawal. The Parties may at any time mutually consent to terminate the Agreement. A Party may withdraw from the Agreement by providing a minimum one hundred and eighty (180) calendar day prior written notice to the other Party. Any termination or withdrawal pursuant to this section does not relieve a Party from its payment obligations stated in Section 2.3 above.
Termination; Withdrawal. If the Closing does not occur prior to the earlier to occur of (a) October 15, 2003 and (b) the date that either the Company or Pequot validly terminates the Transactions, then (i) any Seller may withdraw from this Agreement by delivering a notice of such withdrawal in writing to the Company, and the terms of this Agreement shall thereafter not be binding upon such Seller and (ii) the Company may terminate this Agreement upon written notice to the Sellers. The Company hereby agrees to promptly notify Sellers if the Company or Pequot validly terminates the Transactions.
Termination; Withdrawal. (a) Subject to Section 10 hereof, this Agreement may be terminated by the Charter Companies, at any time upon notice to the Dealer Managers, if (i) at any time prior to the Exchange Date, the Exchange Offer is terminated or withdrawn by the Charter Companies for any reason or (ii) the Dealer Managers do not comply in all material respects with any material covenant specified in Section 1.
(b) Subject to Section 10 hereof, this Agreement may be terminated by the Dealer Managers, at any time upon notice to the Charter Companies, if (i) at any time prior to the Exchange Date, the Exchange Offer is terminated or withdrawn by the Charter Companies for any reason, (ii) the Charter Companies do not comply in all material respects with any covenant specified in Section 1 hereof or (iii) the Charter Companies shall file with the SEC, publish, send or otherwise distribute any amendment or supplement to the Offering Documents to which the Dealer Managers shall reasonably object or which shall be reasonably disapproved by counsel to the Dealer Managers.
(c) Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 3(a)(i) only, at any time prior to the consummation of the transactions described in the Registration Statement, the Dealer Managers will be entitled to their full fees described above in the event that the Charter Companies consummate, at any time prior to the date that is 30 days after the date of such termination, an offer or offers in a form similar to the Exchange Offer and involving the issuance of securities similar to those being issued by the Charter Companies in connection therewith, in a transaction or series of transactions in which the Dealer Managers did not act as dealer managers to the Charter Companies or its affiliates.
Termination; Withdrawal. (a) This Agreement may be terminated by the Dealer Managers at any time upon notice to the Company or the Guarantor if (i) either the Company or the Guarantor does not comply in all material respects with any covenant specified in Section 3 of this Agreement or the representations and warranties under Section 4 are incorrect (or incorrect in all material respects if not qualified as to materiality), (ii) any stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or overtly threatened by the Commission, (iii) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Consent Materials and the Prospectus, any Material Adverse Effect, (iv) the Company or the Guarantor shall file, deliver, publish, mail or propose to file, deliver, publish or mail any amendment or supplement to the Consent Materials to which the Dealer Managers shall have previously objected, (v) at any time prior to the Expiration Date, the Consent Solicitation is terminated or withdrawn by the Company or the Guarantor, or the Guarantor does not issue the Guarantee, for any reason, or (vi) there is a good faith disagreement between the Dealer Managers and the Company or the Guarantor with respect to a material term or condition of the Consent Solicitation or the Consent Materials.
(b) This Agreement may be terminated by either the Company or the Guarantor if (i) at any time prior to the Expiration Date, the Consent Solicitation is terminated or withdrawn by the Company or the Guarantor, or the Guarantor does not issue the Guarantee for any reason, or (ii) either of the Dealer Managers is in breach of its obligations under Section 1(a) of this Agreement, provided, however, under (b)(i) of this Section the costs and expenses incurred by Dealer Managers shall be paid by the Company and the Guarantor as provided in Section 3(e).
(c) Notwithstanding termination of this Agreement pursuant to subsection (a) of this Section 6, the provisions of Section 1(c) and the obligations of the Company and the Guarantor to compensate the Dealer Managers pursuant to Section 2(a) and to reimburse the Dealer Managers for their expenses pursuant to Section 2(b) and to pay all costs and expenses incurred in connection with the performance of this Agreement and in connection with the Consent Solicitation pursuant to Section 3(e) (to the extent requir...
Termination; Withdrawal. Either Party may terminate this Agreement upon one hundred twenty (120) days notice if:
5.1 The other Party commits a material breach of this Agreement.
5.1.1 The other Party files a petition for bankruptcy or is adjudicated as bankrupt, or a petition in bankruptcy is filed against the other Party and such petition is not dismissed within one hundred and eighty (180) calendar days, or the other Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law or the other Party discontinues its business or a receiver is appointed or the other Party or its business; or
Termination; Withdrawal. The Card Member may at any point of time, by notice in writing to IDBI Bank, IDBI Bank Credit Card Customer Care Center, request for termination of the Card Account.
(i) The aforesaid notice will not take effect till the Card has been defaced by cutting off the top right hand corner ensuring that both the hologram and magnetic stripe have been cut, and has been received by IDBI Bank. Save as aforesaid, neither the Card Account nor any Card may be terminated.
(ii) In the event the Charges are incurred on the Card after the Card Member claims to have destroyed the Card, but the Card has not been received by IDBI Bank, the Card Member shall be entirely liable for charges incurred on the Card, whether or not the same are the result of the misuse and whether or not IDBI Bank has been intimated of the destruction of the Card.
(iii) IDBI Bank may at any time, with or without notice, as to the circumstances in IDBI Bank's absolute discretion require, terminate the Card Account and the Card. The Card Member expressly acknowledges and accepts that if the Card Member holds two or more Card Account with IDBI Bank, being governed under these Terms and Conditions and defaults in making payments due to IDBI Bank under one of the Card Account, IDBI Bank is authorized to block the credit limit as made available to the Card Member under all other IDBI Bank's Card Account/s as well as withdraw such privileges / benefits as made available under all such Card Account/s , till such time the defaulting Card Account is regularized by the Card Member. The Card Member also agrees and acknowledges that IDBI Bank shall not be required to provide any additional notice for the above.
(iv) On termination of the Card Account and notwithstanding any prior agreement between IDBI Bank and the Card Member to the contrary: (A) the total of all the Charges then outstanding, whether or not already reflected in the Statement and, (B) the amount of any Voluntary Charges incurred after termination (with effect from the date of relevant Transaction Instruction), shall become forthwith due and payable by the Card Member as though they had been so reflected, and interest will accrue thereon from the date such charges have been incurred, as applicable from time to time.
(v) IDBI Bank, at its sole discretion, reserves the right to, either temporarily or permanently, withdraw the privileges on the Card and/or cancel the Card at any time without giving any notice or assigning any reason therefore. In cas...
