Agreement Termination Right definition

Agreement Termination Right means the right of a Party to terminate, without cost or liability and as of the date specified in a written notice of termination to Vendor, (a) the Schedule to which the breach giving rise to such Agreement Termination Right relates, or (b) the entire Agreement. Any Schedule not so terminated shall remain in full force and effect.
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Agreement Termination Right by delivering notice thereof to Sellers and Tenant and thereupon this Agreement shall automatically terminate upon notice of such exercise given to the other party, whereupon all parties shall thereupon be relieved of all further liability hereunder, except as otherwise expressly provided under this Agreement or (ii) exclude the affected Facility and related Property (“Excluded Property”) from this Agreement (“Partial Termination Right”) by delivering notice thereof to Sellers and Tenant (“Partial Termination Notice”), and thereupon this Agreement shall terminate as to the Excluded Property, the parties shall thereupon be relieved of all further liability hereunder with respect to the Excluded Property, the Excluded Property shall be removed from the Lease and any other documents to be delivered at Closing (with the applicable rent and other provisions appropriately modified by reason of such removal), and the Purchase Price under this Agreement shall be adjusted as provided in the following sentence. Upon the exercise of a Partial Termination Event, the Purchase Price shall be reduced by the amount allocated to that Facility as set forth in Exhibit C. Notwithstanding the foregoing and unless otherwise agreed by Buyer and the Seller Parties, upon a Condemnation Termination Event or Casualty Termination Event, only the Partial Termination Right shall be applicable, and if the Termination Event is based on the material adverse change in the business, operations or financial condition of the Buyer or Seller Parties (other than of a particular Facility), then the Partial Termination Right shall not be applicable. If Buyer exercises any Partial Termination Right or other right so as to exclude more than two (2) Facilities or to terminate this Agreement as to more than two (2) Facilities, in the aggregate (i.e., so that there remain fewer than ten (10) Facilities in the Property to be conveyed at Closing), Seller Parties shall also have an Agreement Termination Right to terminate this Agreement prior to Closing by delivering notice thereof to Buyer within five (5) days after the conditions to this right occur, and if this Agreement Termination Right is not exercised by Seller Parties, and Buyer exercises any additional Partial Termination Right or other right so as to exclude another Facility or to terminate this Agreement as to more than three (3) Facilities, in the aggregate (i.e., so that there remain fewer than nine (9) Facilities in the Property to be conve...
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Examples of Agreement Termination Right in a sentence

  • The established due date is either the time and date announced for receipt of proposals or receipt of modifications to proposals, if any; or, if discussions have begun, it is the time and date by which best and final offers must be submitted by short list offerors.

  • In the event that Vendor fails to file the terms and conditions of this Agreement in accordance with this Section, Customer may, at its option and in its sole discretion, exercise the Agreement Termination Right for cause for those Schedules corresponding to the affected Services.

Related to Agreement Termination Right

  • Termination Right have the respective meanings given in the PRA Contractual Stay Rules.

  • Agreement Termination Date is defined in Section 7.4.

  • Post-Termination Period means a period of 12 months (subject to extension as set forth in Section 8(f)) following the effective date of the termination of Executive’s employment.

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of (1) two years following such Change in Control or (2) the Executive’s death.

  • Optional Termination The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a) hereof.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Post-Termination Exercise Period means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Initial Optional Termination Date The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

  • Termination Option means the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation.

  • Eligible Termination means the involuntary termination of Participant’s employment without Cause, provided that at the time of such termination Participant is a Senior Officer and has completed at least ten (10) years of service as a Senior Officer.

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Stated Termination Date means, with respect to the Revolving Credit Facility, March 4, 2027 and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related thereto.