TRA Termination Sample Clauses

TRA Termination. The Parties agree that the consummation of the transactions contemplated by the Merger Agreement will give rise to a Change in Control. Furthermore, the Parties agree that the TRA shall be terminated in its entirety upon payment of the Termination Payments, and thereafter no party shall have any further obligations under the TRA other than those obligations set forth in this Agreement.
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TRA Termination. The parties agree that the consummation of the transactions contemplated by the Merger Agreement will give rise to an MA Change of Control. Furthermore, the parties agree that the TRA shall be terminated in its entirety as a result of and upon the consummation of the MA Change of Control and, no party shall have any further obligations under the TRA other than those obligations set forth in this Agreement, including any obligations of the Corporate Taxpayer to make any Early Termination Payment or other payment to the TRA Parties in connection with the MA Change of Control or otherwise thereafter pursuant to the TRA, and each of the TRA Parties hereby releases, remises and forever discharges the Corporate Taxpayer, its Affiliates and their respective shareholders, directors, officers and employees from any such obligations under the TRA.
Sample 1
TRA Termination. The parties hereto agree that (subject to the proviso set forth in Section 5.3) the following events shall occur without the requirement for any further action by any of the parties hereto. The parties agree that (i) the TRA shall be automatically terminated in its entirety on the Support Effective Date and (ii) as of such termination, no party hereto shall have any further rights, benefits or obligations under the TRA of any kind whatsoever, whether arising before, on or after the date of the TRA’s termination, specifically including, but not limited to, (a) any obligation of the Corporate Taxpayer, the Reorganized Debtors (as defined in the RSA), or any other party hereto to make an Early Termination Payment, a Tax Benefit Payment, or any other payment of any kind pursuant to the TRA and/or (b) the TRA Holders right to receive (or be entitled to receive) such Early Termination Payment, Tax Benefit Payment, or any other payment of any kind pursuant to the TRA.
Sample 1

Related to TRA Termination

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

  • 1Termination This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to xxx for any breach by any other party (or parties).

  • CONTRACT TERMINATION This Contract will terminate:

  • Company Termination The Company may at any time in its sole discretion terminate (a “Company Termination”) this Agreement and its right to initiate future Tranches by providing 30 days advanced written notice (“Termination Notice”) to Investor.

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

  • Required Termination If a court of competent jurisdiction or Government Authority issues a final non-appealable order or judgment holding that all or part of the Agreement or all or a part of the Services offered under the Agreement are in violation of any Law (each, a “Judgment”), the affected party has the right to terminate those portions of the Agreement that are part of such Judgment by providing the other party with written notice of its intent to terminate such portions of the Agreement, and subject to Section II.E, such termination of such portions of the Agreement will be effective as of the date specified in such notice.

  • Benefits Termination Except for any right the Executive may have under the federal law known as “COBRA” or other applicable law to continue participation in the Company’s group health and dental plans at his cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of his employment, without regard to any continuation of the Base Salary or other payment to the Executive following termination of his employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of his employment.

  • Cross-Termination Notwithstanding any other provision of this Agreement, (1) BNY Mellon may terminate this Agreement by written notice to Voya if the accounting agreement between the Voya Funds and The Bank of New York Mellon is terminated by either the Voya Funds or The Bank of New York Mellon, effective on the date of termination of such accounting agreement, and (2) Voya may terminate this Agreement if the Voya Funds terminate their accounting agreement with The Bank of New York Mellon for cause, effective on the date of termination of such accounting agreement.

  • 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.

  • Term; Termination of Employment The term of this Agreement (the “Term”) begins on the Effective Date and will end, along with Executive’s employment with the Company, on the earliest to occur of the following events.

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