Terminated and Amended Agreements Sample Clauses

Terminated and Amended Agreements. The Company shall use its reasonable endeavors to terminate each of the agreements listed on Schedule 6.7(b)(1) (the “Terminated Agreements”) effective as of and contingent upon the Closing, including sending all required notices, such that each Terminated Agreement shall be of no further force or effect immediately following the Closing. The Company shall use its reasonable endeavors to amend each of the agreements listed on Schedule 6.7(b)(2) (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such agreement, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter and/or amendment agreement shall be subject to prior review and approval by Buyer. Upon the Closing, the Company shall have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise), and the Company will not incur any claim, Liability or obligation under any Terminated Agreement following the Closing Date. The Company shall be responsible for making any payments required to terminate the Terminated Agreements or amend the Amended Agreements and shall reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing, which payments or anticipated payments shall be set forth in the Closing Statement as Seller Expenses. In the event the Acquisition does not close for any reason, other than as a consequence of termination by the Seller Representative pursuant to Section 9.1(h) (in which case all costs, claims, Liabilities or damages resulting from the Company seeking to obtain such terminations or amendments shall be paid by Buyer).
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Terminated and Amended Agreements. Prior to the Closing, Seller shall, and shall cause its affiliates to, use commercially reasonable efforts to terminate each of the Contracts listed on Section 5.11(a) of the Disclosure Schedule (the “Terminated Agreements”) effective as of and contingent upon the Closing, including sending all required notices, such that each Terminated Agreement shall be of no further force or effect immediately following the Closing. Prior to the Closing, Seller shall, and shall cause its affiliates to, use commercially reasonable efforts to amend each of the Contracts listed on Section 5.11(b) of the Disclosure Schedule (the “Amended Agreements”) to provide for the applicable changes as set forth on such Schedule for each such Contract, in all cases effective as of and contingent upon the Closing. The form and substance of each termination letter or Amended Agreement shall be subject to prior review and approval by Purchaser. Upon the Closing, Seller Guarantor and its affiliates shall have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise), and the Transferred Subsidiaries will not incur or be subject to any claim or Liability under any Terminated Agreement following the Closing Date. In the event the Closing does not occur for any reason, Purchaser shall not have any Liability to Seller, the Transferred Subsidiaries, their respective affiliates, any other stockholders or equityholders or any other Person for any Losses resulting from Seller or its affiliates seeking to obtain such terminations or amendments.
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Related to Terminated and Amended Agreements

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Termination and Amendment of Agreement The Corporation and the Custodian mutually may agree from time to time in writing to amend, to add to, or to delete from any provision of this Agreement. The Custodian may terminate this Agreement by giving the Corporation ninety days' written notice of such termination by registered mail addressed to the Corporation at its principal place of business. The Corporation may terminate this Agreement at any time by written notice thereof delivered, together with a copy of the resolution of the Board of Directors authorizing such termination and certified by the Secretary of the Corporation, by registered mail to the Custodian. Upon such termination of this Agreement, assets of the Corporation held by the Custodian shall be delivered by the Custodian to a successor custodian, if one has been appointed by the Corporation, upon receipt by the Custodian of a copy of the resolution of the Board of Directors of the Corporation certified by the Secretary, showing appointment of the successor custodian, and provided that such successor custodian is a bank or trust company, organized under the laws of the United States or of any State of the United States, having not less than two million dollars aggregate capital, surplus and undivided profits. Upon the termination of this Agreement as a part of the transfer of assets, either to a successor custodian or otherwise, the Custodian will deliver securities held by it hereunder, when so authorized and directed by resolution of the Board of Directors of the Corporation, to a duly appointed agent of the successor custodian or to the appropriate transfer agents for transfer of registration and delivery as directed. Delivery of assets on termination of this Agreement shall be effected in a reasonable, expeditious and orderly manner; and in order to accomplish an orderly transition from the Custodian to the successor custodian, the Custodian shall continue to act as such under this Agreement as to assets in its possession or control. Termination as to each security shall become effective upon delivery to the successor custodian, its agent, or to a transfer agent for a specific security for the account of the successor custodian, and such delivery shall constitute effective delivery by the Custodian to the successor under this Agreement. In addition to the means of termination herein before authorized, this Agreement may be terminated at any time by the vote of a majority of the outstanding shares of the Corporation and after written notice of such action to the Custodian.

  • TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty (60) days prior to the expiration of the initial term.

  • EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT (a) This Agreement shall become effective as of the date first written above, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as set forth below. This Agreement shall automatically terminate in the event of its assignment or in the event of termination of the Investment Management Agreement.

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • DURATION, TERMINATION AND AMENDMENT OF THIS AGREEMENT This Agreement shall become effective on the date first above written and shall govern the relations between the parties hereto thereafter, and shall remain in force until December 29, 2002 on which date it will terminate unless its continuance after December 29, 2002 is "specifically approved at least annually" (i) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Adviser at a meeting specifically called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Trust, or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time without the payment of any penalty by the Trustees or by "vote of a majority of the outstanding voting securities" of the Fund, or by the Adviser, in each case on not more than sixty days' nor less than thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment". This Agreement may be amended only if such amendment is approved by "vote of a majority of the outstanding voting securities" of the Fund.

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