TERMINATION 82 Sample Clauses

TERMINATION 82. 9.1 Termination 82
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TERMINATION 82. Section 7.1 Termination 82 Section 7.2 Effect of Termination 84 ARTICLE VIII. MISCELLANEOUS 84 Section 8.1 Expenses and Other Fees 84 Section 8.2 Non-Survival 85 Section 8.3 Amendment, Extension and Waiver 85 Section 8.4 Entire Agreement 85 Section 8.5 Binding Agreement 86 Section 8.6 Notices 86 Section 8.7 Disclosure Schedules 87 Section 8.8 Tax Disclosure 87 Section 8.9 No Assignment 87 Section 8.10 Captions; Interpretation 88 Section 8.11 Counterparts; Electronic Signatures 88 Section 8.12 Severability 88 Section 8.13 Governing Law; Venue; No Jury Trial 88 Section 8.14 Time of Essence 89 Section 8.15 Specific Performance 89 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of March 6, 2020, is made by and among Farmers and Merchants Bancshares, Inc., a Maryland corporation (“Purchaser”), Anthem Acquisition Corp., a Maryland corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), and Xxxxxxx Bancorp, Inc., a Maryland corporation (“Xxxxxxx”).
Sample 1
TERMINATION 82. Section 9.1 Termination 82 Section 9.2 Effect of Termination 84 Section 9.3 Termination Fee 84 ARTICLE X MISCELLANEOUS 85 Section 10.1 Survival 85 Section 10.2 Interpretation 85 Section 10.3 Amendment; Waiver 86 Section 10.4 Counterparts 86 Section 10.5 Governing Law 86 Section 10.6 Expenses 86 Section 10.7 Notices 86 Section 10.8 Entire Agreement; Third Party Beneficiaries 87 Section 10.9 Severability 87 Section 10.10 Assignment 87 Section 10.11 Attorneys’ Fees 87 Section 10.12 Submission to Jurisdiction; Service of Process 88 Section 10.13 Jury Trial Waiver 88 EXHIBIT A FORM OF DIRECTOR SUPPORT AGREEMENT FOR BANCSHARES DIRECTORS EXHIBIT B FORM OF DIRECTOR SUPPORT AGREEMENT FOR SMARTFINANCIAL DIRECTORS Schedule 1.1(e)(e) Stipulated Financing Transaction Terms Schedule 7.12 Individuals to Execute and Deliver Employment Agreements Schedule 7.17(a) Directors of Surviving Corporation AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 5th day of December, 2014, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation (“SmartFinancial”), SmartBank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of SmartFinancial (“SmartBank”), Cornerstone Bancshares, Inc., a Tennessee corporation (“Bancshares”), and Cornerstone Community Bank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of Bancshares (“Cornerstone”), under authority of resolutions of their respective boards of directors duly adopted.
Sample 1
TERMINATION 82. 16.1 Termination for Contractor Default 82
Sample 1
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TERMINATION 82. (a) The Company may terminate this Agreement at any time prior to commencement of mobilisation of either the Personnel or 83 the Craft or the Equipment identified in Annex I, w hichever may be the first, upon payment of the Cancellation Fee set out in 84 Box 12. 85
Sample 1

Related to TERMINATION 82

  • Expiration/Termination The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). The Company may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to the Company. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor the Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by the Company, unless the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to the Company all Work Product made through expiration or termination; (c) the Company will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to the Company all Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3 (last sentence), 4, 5, 6, 7, 8, 9, and 10 and the EU Data Privacy Exhibit will survive expiration or termination of this Agreement.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Termination With Cause The Master Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the Mortgage Loans, as provided in Section 4.01 of this Agreement upon the occurrence of a Primary Servicer Termination Event. Any notice of termination shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of this Agreement.

  • Termination in General If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive: (i) any unpaid Salary through the date of employment termination, (ii) any unpaid Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs (payable at the time the bonuses are paid to employees generally), (iii) any accrued but unused vacation or paid time off in accordance with the Company’s policy, (iv) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (v) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Cross-Termination Notwithstanding any other provision of this Agreement, (1) BNY Mellon may terminate this Agreement by written notice to Voya if the accounting agreement between the Voya Funds and The Bank of New York Mellon is terminated by either the Voya Funds or The Bank of New York Mellon, effective on the date of termination of such accounting agreement, and (2) Voya may terminate this Agreement if the Voya Funds terminate their accounting agreement with The Bank of New York Mellon for cause, effective on the date of termination of such accounting agreement.

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • Termination for Cause" shall mean

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