Termination 119 Clause Samples
The 'Termination 119' clause establishes the conditions under which a contract may be ended by one or both parties. Typically, this clause outlines specific events or breaches—such as failure to perform obligations, insolvency, or mutual agreement—that can trigger termination. It may also detail the required notice period and any obligations that survive termination, such as confidentiality or payment for services rendered. The core function of this clause is to provide a clear and structured process for ending the contractual relationship, thereby reducing uncertainty and protecting the interests of both parties in the event that continuation of the contract is no longer viable.
Termination 119. Section 9.1 Termination 119 Section 9.2 Effect of Termination 121 Section 9.3 Termination Fee 121 Section 10.1 Survival 123 Section 10.2 General Indemnification of Parent Indemnified Parties 123 Section 10.3 Indemnification of the Participating Securityholders 126 Section 10.4 Procedures for Third Party Claims 127 Section 10.5 Procedures for Inter-Party Claims 130 Section 10.6 Tax Claims 130 Section 10.7 Duty to Mitigate 130 Section 10.8 Certain Additional Agreements Related to Indemnification 131 Section 10.9 Payment of Losses 132 Section 10.10 General Escrow Release 132 Section 10.11 Treatment of Indemnity Payments 133 Section 10.12 Exclusive Remedy 133
Termination 119. Section 10.02. Termination Prior to Maturity Date; Optional Redemption 119 Section 10.03. Certain Notices upon Final Payment 120 201359 HomeBanc 2006-2 Transfer and Servicing Agreement
Termination 119. Section 10.02. Termination Prior to Maturity Date; Optional Redemption 119 Section 10.03. Certain Notices upon Final Payment 120
Termination 119. Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 119 Section 9.02 Additional Termination Requirements 122 Section 9.03 Trust Irrevocable 122
Termination 119. Section 9.2 Effect of Termination 120 Section 9.3 Buyer Termination Payment and Buyer Expense Payments 121
Termination 119. (a) The Companymay terminate this Agreement at any time prior to commencement of mobilisation of either the 120
(b) The Contractor, with the agreement of the Company, which shall not be unreasonably withh eld, may 123
(c) If permission to terminate is not given by the competent authorities, the Contractor shall be paid 129
Termination 119. Section 7.2 Effect of Termination 122 Section 7.3 Payments 122
Section 8.1 Effectiveness of Representations, Warranties and Agreements 124 Section 8.2 Notices 124 Section 8.3 Entire Agreement; No Third-Party Beneficiaries 126 Section 8.4 Assignment 126 Section 8.5 Amendment and Supplements 126 Section 8.6 Headings 127 Section 8.7 Waiver 127 Section 8.8 No Additional Representations 127 Section 8.9 Counterparts 128 Section 8.10 Applicable Law 128 Section 8.11 Jurisdiction 128 Section 8.12 Waiver of Jury Trial 129 Section 8.13 Joint Participation in Drafting this Agreement 129 Section 8.14 Enforcement of this Agreement 129 Section 8.15 Limited Liability 130 Section 8.16 Severability 130 Section 8.17 Incorporation of Exhibits 130 Section 8.18 No Joint Venture 130 Section 8.19 Special Committee Matters 131 Section 8.20 Lender Limitations 131 Exhibit A-1 — Voting Agreement in respect of the Company Exhibit A-2 — Voting Agreement in respect of Parent Exhibit B — Exchange Agreement Exhibit C — Form of Certificate of Designations Exhibit D — Form of Certificate of Merger Exhibit E — Form of Company Reorganization Tax Opinion Representation Letter Exhibit F — Form of Parent Reorganization Tax Opinion Representation Letter Exhibit G — Form of Upstream Merger Certificate Exhibit H — Form of Surviving Corporation Certificate of Incorporation Exhibit I — Form of Surviving Corporation Bylaws Exhibit J — Form of Split-Off Closing Tax Opinion This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 6, 2020, by and among Liberty Broadband Corporation, a Delaware corporation (“Parent”), Grizzly Merger Sub 1, LLC, a single member Delaware limited liability company and a direct Wholly Owned Subsidiary of Parent (“Merger LLC”), Grizzly Merger Sub 2, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Merger LLC (“Merger Sub”), and GCI Liberty, Inc., a Delaware corporation (the “Company”).