Special Termination Event Sample Clauses

Special Termination Event. Upon the occurrence of a Special Termination Event, the Members shall as promptly as practicable take all such actions necessary to consummate a transaction identical in all material respects to a Two Year Put (a “Special Termination Put”), except that (1) the purchase price shall be calculated as of the date the Special Termination Put is completed, and (2) such transaction shall be completed not later than ninety (90) days following the delivery by the Cendant Member of the Special Termination Notice pursuant to Section 7.1(b). On the date of completion of the Special Termination Put, (A) all other Transaction Documents shall automatically terminate (except as otherwise provided in any such Transaction Document), (B) neither Cendant nor any Affiliate thereof shall be subject to any restriction under this Agreement or any other Transaction Document to pursue a partnership, joint venture or another arrangement with any third party mortgage operation, and (C) the PHH Member shall, and shall cause the Company to, cause all loan officers employed by PMC or any of its Subsidiaries (including the Company) that are located in any of Cendant’s Owned Real Estate Offices to vacate those offices promptly following the Cendant Member’s request.
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Special Termination Event. The occurrence of any of the following actions with respect to either of the Rating Agencies (whatever the reason for such event) shall be a “Special Termination Event” hereunder, unless waived in writing by the Bank: (a) S&P shall have withdrawn, removed, suspended or downgraded to below “BBB-” (or its equivalent) any Senior Obligations Rating, or (b) Fitch shall have withdrawn, removed, suspended or downgraded to below “BBB-” (or its equivalent) any Senior Obligations Rating.
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Special Termination Event. If, prior to the expiration of the Employment Term, there is a Change of Control (as hereinafter defined), you shall have the right to terminate your employment by giving notice to the Company, within the 30-day period commencing 270 days following the Change of Control, of your intention to terminate such employment and specifying the effective date of such termination, which shall be no earlier than 90 days after the date of such termination notice and no later than the earlier of 120 days after the date of such termination notice and the last day of the Employment Term. Your decision to elect to terminate your employment in accordance with this clause (e) is referred to in this letter agreement as a "Special Termination Event."
Sample 1
Special Termination Event. This Agreement shall terminate at such time as EMMT ceases to be an Affiliate of Xxxxx City or upon the exercise of remedies following the occurrence of a Lease Event of Default; provided, that no Transaction under this Agreement shall be terminated upon the exercise of remedies to the extent (but only to the extent) that EMMT has, in reliance on this Agreement and prior to the Owner Participant giving notice to Xxxxx City of the occurrence of a Lease Event of Default (which notice shall not be given prior to the occurrence of a Lease Event of Default or continue to be effective following the cure by Xxxxx City of such Lease Event of Default), entered into a Transaction with an unrelated third party pursuant to which EMMT has agreed to sell to, or acquire from, such third party the Product which EMMT had contracted to acquire from, or sell to, Xxxxx City pursuant to this Agreement (or which EMMT, promptly after entering into such Transaction with such unrelated third party, contracts to acquire from, or sell to, Xxxxx City pursuant to this Agreement).
Sample 1
Special Termination Event. (a) If the Power Purchaser shall give the Buyer notice of a Fuel Default (as defined in Section 1.11 of the Power Purchaser Consent) which notice describes as one of its reasons any fact or circumstance relating to Seller, MCN Corporation or any of their respective affiliates, or any of the transactions contemplated by this Agreement or the Fuel Supply Management Agreement or the performance or nonperformance by Seller, MCN Corporation or any of their respective affiliates of this Agreement, the Fuel Supply Management Agreement, or any guaranty of any thereof (such an alleged Fuel Default being herein called, a "Seller Fuel Default"), then Buyer shall give Seller written notice of such Seller Fuel Default, and Buyer and Seller, together with the Financing Parties, shall promptly meet to discuss such Seller Fuel Default. Seller shall in good faith use its Best Efforts to promptly cure such Seller Fuel Default to the satisfaction of Power Purchaser. Notwithstanding any other provision of this Agreement, if a Fuel/Performance Failure (as defined in Section 1. 11 of the Power Purchaser Consent) shall occur before the Power Purchaser shall agree that the Seller Fuel Default has been cured, then on the date (the "Last Cure Date") which is the later of (a) thirty (30) Days after Seller is notified of the Seller Fuel Default or (b) the date on which the Power Purchaser alleges that a Fuel/Performance Failure related to such Seller Fuel Default has occurred, Buyer may, and at the direction of the Financing Parties shall, immediately terminate this Agreement by giving written notice to Seller unless on or prior to the Last Cure Date Power Purchaser shall agree, in writing, that both such Fuel/Performance Failure and Seller Fuel Default have been cured. Upon such termination, Buyer and Seller shall be relieved of all their obligations hereunder, except that Buyer shall pay to Seller any unpaid amounts owed to Seller under this Agreement as of the date of such termination and Seller shall pay to Buyer any unpaid amounts owed to Buyer under this Agreement as of the date of such termination, including, without limitation, any amounts payable to Buyer under Sections 3.3 or 8.6 hereof. The Parties shall in good faith try to settle the respective amounts, if any, owed to each other, within thirty (30) Days after such termination. This Section 17.4 shall be without derogation of the Parties' rights and remedies, including the remedies of termination and damages under Sectio...
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Special Termination Event. Sirius may terminate this Agreement immediately upon notice to Company in the event that any change in law or regulation prevents or significantly impedes the operation of the Sirius Service, or materially and adversely affects Sirius’ ability to conduct its business as previously conducted, in each case as reasonably determined by Sirius.
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Related to Special Termination Event

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Special Termination A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"):

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • Additional Termination Events The following Additional Termination Events will apply:

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Default Termination a. In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clause 4 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Termination Event The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Section 412 of the Code, the Borrower or any ERISA Affiliate is required to pay as contributions thereto, (ii) an accumulated funding deficiency in excess of $250,000 occurs or exists, whether or not waived, with respect to any Pension Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA Affiliate as employers under one or more Multiemployer Plan makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $5,000,000.

  • Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated:

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