Xxxxxxxxxxx xx Xxxxxxxxx. (x) Upon the Servicer's receipt of notice of termination pursuant to Section 14.01 or the Servicer's resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (x) the date 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer's resignation or termination hereunder, the Indenture Trustee shall appoint a successor Servicer, which successor Servicer shall be reasonably acceptable to the Insurer (so long as the Insurer is not in default of its obligations under the Policy), and the successor Servicer shall accept its appointment by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 14.02, the Indenture Trustee without further action shall automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint, or petition a court of competent jurisdiction to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive receivables, as the successor to the Servicer under this Agreement and which financial institution is, in the case of appointment by the Owner Trustee, reasonably acceptable to the Insurer and the Indenture Trustee.
(b) Upon appointment, the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer, and shall be entitled to the Monthly Servicing Fee and all of the rights granted to the predecessor Servicer, by the terms...
Xxxxxxxxxxx xx Xxxxxxxxx. (x) At any time prior to the Closing, this Agreement may be terminated and the Intended Transaction abandoned by authorized action taken by the terminating Party:
(i) by written consent of the Parties;
(ii) by any Party, if the conditions set forth in Section 9.3(c) or 9.3(d) are not satisfied by the applicable date or dates set forth therein (as such dates may be extended in accordance with such sections) where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party seeking to terminate the Agreement;
(iii) by any Party, if a Restraint shall be in effect and shall have become final and non-appealable where the Restraint is not the result, directly or indirectly, of a breach of this Agreement by the Party seeking to terminate the Agreement;
(iv) by any Party, if the Arrangement Agreement is terminated or abandoned; or
(v) by Purchaser if the Closing shall not have occurred prior to the first anniversary of the date of this Agreement (where the failure to close is not the result, directly or indirectly, of a breach of this Agreement by Purchaser).
(b) Upon the termination of this Agreement in accordance with the terms contained herein, this Agreement shall be of no further force or effect; provided, however, that: (i) this Article 10, Section 1.5, Section 2.4, Section 2.9, the provisos in Section 6.1(d), Section 11.3, Article 13, Section 14.9 and Section 14.11 shall survive the termination of this Agreement and shall remain in full force and effect, (ii) the termination of this Agreement shall not relieve any Party from any Liability for fraud or any material inaccuracy in or breach of any representation or any material breach of any warranty, covenant, or other provision contained in this Agreement that occurred prior to this Agreement being terminated and (iii) the Deposit and all interest earned thereon shall be paid to Vendor or Purchaser as determined in Section 10.2.
Xxxxxxxxxxx xx Xxxxxxxxx. Quantity Manufacturer Description Serial Number(s) -------------------------------------------------------------------------------- One
(1) PCMC Genesis XP Baby Diaper Machine including but not 8006 limited to the following component part features: -------------------------------------------------------------------------------- Tissue Unwind, Debulker, Final Cutoff and -------------------------------------------------------------------------------- Crossfolder, Horizontal Stacker, Web Combining -------------------------------------------------------------------------------- System, SAP Applicator, Frontal Tape Applicator, -------------------------------------------------------------------------------- Dust Reclaim System, Blowers, Tape Tab -------------------------------------------------------------------------------- Applicator, small, medium, large and extra large -------------------------------------------------------------------------------- change parts, hammer ill, Pulp unwind, drum -------------------------------------------------------------------------------- former, adhesive application system, -------------------------------------------------------------------------------- Nordson/Meltex adhesive system, Longitudinal -------------------------------------------------------------------------------- Fold Former, Nonwoven Unwind, Acquisition Layer -------------------------------------------------------------------------------- unwind, Backsheet Poly Unwind, Backsheet -------------------------------------------------------------------------------- nonwoven unwind, Backsheet Lamination, Standing -------------------------------------------------------------------------------- Leg Cuff unwind, Standing Leg Cuff Applicator, -------------------------------------------------------------------------------- Fluff Pad Cutoff, Acquisition Layer Applicator, -------------------------------------------------------------------------------- Leg Elastic Applicator, Waistband Applicator, -------------------------------------------------------------------------------- Waistband Unwind, Final Contour Cutter, Vision -------------------------------------------------------------------------------- Inspection System, Web Guides -------------------------------------------------------------------------------- together with all components, parts, additions, accessions, attachments and substitutions therefor and replacements thereof Schedule 1 Equipment Lease Schedule # 1 Les...
Xxxxxxxxxxx xx Xxxxxxxxx. Xxxxxx Xxxxxx Trust Company of New York, Mortgagee and Trustee within named, hereby certifies that its precise residence is 000 Xxxx 00xx Xxxxxx, in the borough of Manhattan, in The City of New York, in the State of New York.
Xxxxxxxxxxx xx Xxxxxxxxx. (x) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company, with the consent of the Steering Committee, may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal; provided, however, that such bank or trust company must have shareholder equity of at least $1.0
Xxxxxxxxxxx xx Xxxxxxxxx. (x) The Parties may terminate this Agreement prior to the Closing Date as provided below:
(i) the Parties may terminate this Agreement by mutual written consent;
(ii) Buyer may terminate this Agreement by giving written notice to Seller if any of the conditions precedent under Section 10.2 are not capable of being fulfilled;
(iii) Seller may terminate this Agreement by giving written notice to Buyer if any of the conditions precedent under Section 10.1 are not capable of being fulfilled; and
(iv) Buyer or Seller may terminate this Agreement by giving written notice to the other if the Closing Date shall not have occurred on or before March 31, 2015, because of the failure of any condition precedent under Section 10.1 or Section 10.2.
(b) Notwithstanding the foregoing, no Party may terminate this Agreement under Sections 17.1(a)(ii) through 17.1(a)(iv) if the basis for termination results from a breach by the Party of any of its agreements or covenants contained in this Agreement.
Xxxxxxxxxxx xx Xxxxxxxxx. 00 00. The Named Plaintiff, on behalf of the Class Members, by Class Counsel, and 19 Defendant, by Defendant’s counsel, shall each have the right to unilaterally terminate this 20 Agreement by providing written notice of their election to do so to all other Parties hereto within 21 ten (10) business days of: (a) the Court’s refusal to grant Preliminary Approval of this 22 Agreement; (b) the Court’s refusal to grant Final Approval of this Agreement; or (c) the date 23 upon which the Judgment is modified or reversed in any material respect by the Ninth Circuit 24 Court of Appeals or the U.S. Supreme Court. The above notwithstanding, the Parties agree that 25 should the Court modify the Agreement, or condition preliminary or final approval of the 26 Agreement on modification, then the Parties will, within the above-indicated period, meet and 27 confer in a good faith attempt to reach agreement and preserve the Agreement.
1 22. If this Settlement Agreement is terminated, it will be deemed null and void ab
Xxxxxxxxxxx xx Xxxxxxxxx. (x) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor trustee to evidence the transfer.
Xxxxxxxxxxx xx Xxxxxxxxx. (x) Business Fitness may terminate this Agreement immediately upon notice under the circumstances described in the Fair Use Policy.
(b) Either party may terminate this Agreement immediately by written notice upon the occurrence of one of the following events:
(1) if the other party is in breach of this Agreement and that other party has failed to remedy that breach within 30 days of a written notice to it from the first-mentioned party, specifying the breach and requiring it to be remedied; or
(2) an Insolvency Event occurs in respect of the other party.
Xxxxxxxxxxx xx Xxxxxxxxx
