Termination 107 Clause Samples
The TERMINATION 107 clause defines the conditions and procedures under which a contract may be ended before its natural expiration. Typically, this clause outlines the specific events or breaches that can trigger termination, such as non-performance, insolvency, or mutual agreement, and may detail the required notice periods and obligations upon termination, like final payments or return of property. By clearly specifying how and when a contract can be terminated, this clause provides both parties with a predictable exit mechanism and helps prevent disputes by setting expectations for ending the contractual relationship.
Termination 107. Section 16.1 Seller Events of Default 107 Section 16.2 Purchaser Events of Default 109 Section 16.3 Notice of Intent to Terminate 112
Termination 107. Section 8.1 Termination or Abandonment 107 Section 8.2 Effect of Termination 111 Section 8.3 Termination Fee; Expense Reimbursement 111 Section 9.1 No Survival 115 Section 9.2 Expenses 115 Section 9.3 Counterparts; Effectiveness 116 Section 9.4 Governing Law 116 Section 9.5 Jurisdiction; Specific Enforcement 116 Section 9.6 WAIVER OF JURY TRIAL 117 Section 9.7 Notices 117 Section 9.8 Assignment; Binding Effect 118 Section 9.9 Severability 118 Section 9.10 Entire Agreement 119 Section 9.11 Amendments; Waivers 119 Section 9.12 Headings 119 Section 9.13 No Third Party Beneficiaries 119 Section 9.14 Construction 120 EXHIBIT A - Parent Charter Amendment EXHIBIT B - Form of the Second Amended and Restated Bylaws of Parent This AGREEMENT AND PLAN OF MERGER is entered into as of July 20, 2012 (this “Agreement”) by and among NRG Energy, Inc., a Delaware corporation (“Parent”), Plus Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and GenOn Energy, Inc., a Delaware corporation (the “Company”).
Termination 107. Section 10.01. Termination upon Purchase or Liquidation of All Mortgage Loans....................................... 107 Section 10.02.
Termination 107. Section 10.01 Termination Upon Repurchase by the Depositor or Its Designee or Liquidation of the Mortgage Loans............................................................................107 Section 10.02
Termination 107. Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans 107 Section 9.02. Additional Termination Requirements 109 Section 9.03. Trust Irrevocable 110 ARTICLE X Miscellaneous Provisions 110 Section 10.01. Amendment 110 Section 10.02. Recordation of Agreement 111 Section 10.03. Limitation on Rights of Certificateholders 111 Section 10.04. Access to List of Certificateholders 112 Section 10.05. Governing Law 113 Section 10.06. Notices 113 Section 10.07. Severability of Provisions 113 Section 10.08. Counterpart Signatures 113 Section 10.09. Benefits of Agreement 113 Section 10.10. Notices and Copies to Rating Agencies 113 Exhibit A Form of Certificates (other than Class R Certificates) Exhibit B Form of Class R Certificates Exhibit C Anti-Predatory Lending Categorization Exhibit D Mortgage Loan Schedule Exhibit E Selling And Servicing Contract Exhibit F Form of Transferor Certificate For Junior Subordinate Certificates Exhibit G Form of Transferee’s Agreement For Junior Subordinate Certificates Exhibit H Form of Additional Matter Incorporated Into The Certificates Exhibit I Transferor Certificate Exhibit J Transferee Affidavit And Agreement Exhibit K [Reserved] Exhibit L Form of Investment Letter Exhibit M Form of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) Exhibit P Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(h) This Pooling and Servicing Agreement, dated and effective as of March 1, 2005 (this “Agreement”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor and Master Servicer (the “Company”), Deutsche Bank National Trust Company, a national banking association with a corporate trust office at ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Santa Ana, CA 92705, as Trustee (the “Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware Trustee (the “Delaware Trustee”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.
Termination 107. Section 7.1 Termination 107 Section 7.2 Effect of Termination 109 Section 7.3 Termination Fee 109 Article VIII. MISCELLANEOUS 110 Section 8.1 Non-Survival 110 Section 8.2 Entire Agreement; Assignment 110 Section 8.3 Amendment 111 Section 8.4 Notices 111 Section 8.5 Governing Law 112 Section 8.6 Fees and Expenses 112 Section 8.7 Construction; Interpretation 113 Section 8.8 Exhibits and Schedules 114 Section 8.9 Parties in Interest 114 Section 8.10 Severability 114 Section 8.11 Counterparts; Electronic Signatures 115 Section 8.12 No Recourse 115 Section 8.13 Extension; Waiver 115 Section 8.14 Waiver of Jury Trial 116 Section 8.15 Submission to Jurisdiction 116 Section 8.16 Remedies 117 Section 8.17 Arm’s Length Bargaining; No Presumption Against Drafter 117 Section 8.18 Trust Account Waiver 118 Exhibit A Form of Sponsor Support Agreement Exhibit B Form of Transaction Support Agreement Annex I Price Adjustment Earnout Merger Consideration ▇▇▇▇▇ ▇▇ Key Terms of Registration Rights Agreement This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of January 26, 2025, is entered into by and between Israel Acquisitions Corp, a Cayman Islands exempted company (“SPAC”) and Gadfin Ltd., a company domiciled in Israel (the “Company”). SPAC and the Company shall each be referred to herein from time to time as a “Party” and collectively as the “Parties.” Each capitalized term used but not otherwise defined herein has the meaning set forth in Section 1.1.
Termination 107. Section 9.02. Effect of Termination; CFIUS Liquidated Damages 108 ARTICLE X Section 10.01. Survival 109 Section 10.02. Notices 109 Section 10.03. Amendments and Waivers 110 Section 10.04. Expenses 111 Section 10.05. Governing Law; Jurisdiction; WAIVER OF JURY TRIAL 111 Section 10.06. Assignment; Successors and Assigns; No Third Party Beneficiaries 113 Section 10.07. Counterparts; Effectiveness 113 Section 10.08. Entire Agreement 113 Section 10.09. Severability 113 Section 10.10. Specific Performance 114 Section 10.11. Disclosure Schedules 114 Section 10.12. Retention of Counsel 115 Section 10.13. Bulk Transfer Laws 115 Section 10.14. No Other Duties 116 Section 10.15. Local Agreements 116 Section 10.16. Reorganization Documents 116 Section 10.17. Translation of Currencies 116 Exhibit A-1 The Reorganization Exhibit A-2 The Transferred Interests, the Transferred Entities and the Equity Sellers Exhibit A-3 The JV Interests, the JV Entities and the ▇▇ ▇▇▇▇▇▇▇ Exhibit A-4 The Asset Sellers Exhibit B Calculation Principles Exhibit C Debt Commitment Letter Exhibit D Equity Underwriting Agreement Exhibit E Sample Closing Statement Exhibit F R&W Policy Exhibit G Use of Seller Marks Post-Closing Exhibit H Cash This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT (as further amended, restated or modified from time to time, this “Agreement”), dated as of April 26, 2019, is made and entered into by and between ▇▇▇▇▇▇ Engineering Group Inc., a Delaware corporation (“Seller”), and WorleyParsons Ltd. (ACN 096 0901458), a company incorporated in Australia (“Buyer” and together with Seller, the “Parties”) and amends and restates that certain Stock and Asset Purchase Agreement, dated as of October 21, 2018 (the “Original Date”) by and between Seller and Buyer (the “Original Agreement”). Capitalized terms used herein shall have the meaning set forth in ARTICLE I.