Upon Breach. Notwithstanding anything in this Agreement to the contrary, at any time after the date of termination, if you, by any intentional or grossly negligent action or omission to act, breach any covenant, agreement, condition or obligation contained herein, Xxxxxx is entitled to cease making any payments and to cease providing any of the benefits to you under this Agreement. Additionally, Xxxxxx reserves the right to seek repayment of any amounts previously paid hereunder along with recovery of any other damages caused by you.
Upon Breach. Either the Company or the Manager may terminate the Manager's engagement under this Agreement in the event of the breach of any of the material terms or provisions of this Agreement by the other party, which breach is not cured within 10 business days after notice of the same is given to the party alleged to be in breach by the other party. In the event this Agreement is terminated by the Manager because of the breach of any of the material terms or provisions hereof by the Company, the Manager shall be entitled to recover damages from the Company and shall not be required to mitigate or reduce damages by seeking or undertaking other management arrangements or business opportunities.
Upon Breach. Notwithstanding any provision to the contrary, Heraeus may cancel any Purchase Order or terminate this Purchase Agreement by written notice to Seller immediately upon the occurrence of any of the following:
(1) if Seller has breached, or Heraeus reasonably believes that Seller has breached, any provision pertaining to disclosure, misuse or transfer of Confidential Information under Section 16.1 below;
(2) the dissolution of Seller;
(3) the insolvency, filing of a voluntary or involuntary petition under any law relating to bankruptcy, appointment by a court of a temporary or permanent receiver, trustee or custodian for Seller’s business, or an assignment of Seller’s assets for the benefit of its creditors;
(4) the non-permitted assignment, or attempted non- permitted assignment, by Seller of any interest in this Purchase Agreement without the prior written consent of Heraeus; or
(5) if Seller sells its business to a third party either through a stock or equity ownership transfer or through a sale of substantially all of its assets.
Upon Breach. Upon any material breach of this Agreement by either Party (in such capacity, the “Breaching Party”), the other Party may terminate this Agreement by providing sixty (60) days written notice to the Breaching Party, specifying the material breach. The termination shall become effective at the end of the sixty (60) day period unless: (i) the Breaching Party cures such breach during such sixty (60) day period, (ii) if such breach is not susceptible to cure within sixty (60) days of the receipt of written notice of the breach, the Breaching Party is diligently pursuing a cure (unless such breach, by its nature, is incurable, in which case the Agreement may be terminated immediately), or (iii) the Breaching Party has commenced dispute resolution pursuant to Section 9.6 (in which event, such termination shall not be effective unless the Arbitration Panel determines that the Party in breach has materially breached or defaulted in the performance of any of its material obligations hereunder); provided, however, in the case of a failure to pay any amount due hereunder, such default may be the basis of termination fifteen (15) business days following the date that notice of such default was provided to the Breaching Party.
Upon Breach. Any party may terminate this Agreement upon 30 days notice to the other parties upon the material breach by another party of any of its material representations, warranties, covenants or obligations under this Agreement. Upon the expiration of such notice period, this Agreement shall terminate without the need for further action by any party, provided, however, that if the breach upon which such notice of termination is based shall have been fully cured to the reasonable satisfaction of the non-breaching party within such 30-day notice period, then such notice of termination shall be deemed rescinded. Such right of termination shall be in addition to such other rights and remedies as the terminating party may have under applicable law.
Upon Breach. Without limiting any other remedies available under this Agreement, if the Seller fails to cure a Breach during the Cure Period or if the Purchaser reasonably determines that a Breach cannot be cured by the expiration of the Cure Period, then the Purchaser may, in its sole and absolute discretion, require the Seller to repurchase the affected Servicing Rights and pay to the Purchaser the Servicing Rights Repurchase Price for such Servicing Rights within thirty (30) days of receiving the Purchaser’s written demand for repurchase (which may be made by email or facsimile), subject to the Parties agreement to a schedule and processes for transfer of the servicing of the related Mortgage Loan, including Investor approval and notices to the applicable Mortgagors. The Purchaser is not required to demand repurchase within any particular time period, and may elect not to require immediate repurchase under any circumstances. Not making a repurchase demand within any time period does not constitute a waiver by the Purchaser of any of its rights or remedies. Simultaneously with the payment of the Servicing Rights Repurchase Price, the Purchaser shall transfer ownership of such Servicing Rights to the Seller, and shall promptly deliver all funds, Mortgage Loan Files, and servicing data with respect to such Mortgage Loan, deliver any notices to Mortgagors or other parties as required, and prepare and execute any necessary assignments of mortgage or transfers in MERS.
Upon Breach. Either party may terminate this Agreement immediately upon a breach by the other party of any material term of this Agreement.
Upon Breach. 49 Section 8.02. Non-Survival of Representations and Warranties............49 Section 8.03. Amendment, Extension and Waiver...........................49 Section 8.04. Entire Agreement; Successors..............................50 Section 8.05. No Assignment.............................................50 Section 8.06. Notices...................................................50 Section 8.07. Captions..................................................51 Section 8.08. Counterparts..............................................51 Section 8.09. Severability..............................................51 Section 8.10. Governing Law.............................................51 Section 8.11. Specific Performance......................................51 Exhibit A - Form of Plan of Merger by and between NSB Holding Corp. and Liberty Bancorp, MHC Exhibit B - Form of Plan of Merger by and between Northfield Bancorp and Liberty Bancorp, Inc. Exhibit C - Form of Plan of Merger by and between Northfield Bank and Liberty Bank Exhibit D - Form of Liberty Voting Agreement Exhibit 6.01 - Form of Opinion of McCarter & English, LLP Exhibit 6.02 - Form of Opinion of Xxxx Xxrman Pomerenk & Schick, P.C. AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 15, 2002, is by and between (i) Northfield Savings Bank, a New York chartered savings bank ("NSB"), Northfield Holdings Corp., a New York stock corporation ("Bancorp"), and NSB Holding Corp., a New York mutual holding company ("MHC"), and (ii) Liberty Bank, a federally chartered savings bank ("Liberty Bank"), Liberty Bancorp, Inc., a federally chartered corporation ("Liberty Bancorp"), and Liberty Bancorp, MHC, a federally chartered mutual holding company ("Liberty MHC"). Each of NSB, Bancorp, MHC, Liberty Bank, Liberty Bancorp and Liberty MHC is sometimes individually referred to herein as a "party," and Bank, Bancorp, MHC, Liberty Bank, Liberty Bancorp and Liberty MHC are sometimes collectively referred to herein as the "parties."
Upon Breach. In the event of any termination of this Agreement pursuant to Section 7.01(b)(i) hereof because of a breach of this Agreement by one of the parties (whether or not such breach is a willful breach), in addition to any other damages and remedies that may be available to the non-breaching party, the non-breaching party shall be entitled to payment of, and the breaching party shall pay to the non-breaching party, all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable legal, accounting and investment banking fees and expenses, incurred by the non-breaching party in connection with entering into this Agreement and carrying out of any and all acts contemplated hereunder; PROVIDED, HOWEVER, that this clause shall not be construed to relieve or release a breaching party from any additional liabilities or damages arising out of its breach of any provision of this Agreement.
Upon Breach. Each Party shall use reasonable efforts to mitigate any damage, expense or liability incurred as a result of the other Party’s breach of this Agreement.
