Termination of the Management Agreement. At the Effective Time, the Management Agreement shall terminate and be of no further force or effect; provided that the provisions of Paragraph 4 (Reimbursement of Expenses; Independent Contractor), Paragraph 8 (Liability), and Paragraph 9 (Indemnification of Advisors) of the Management Agreement, and the obligation of VWR Funding to pay any fees, costs and expenses incurred by either MDP or Avista in rendering services thereunder and not reimbursed or paid by VWR Funding as of the Effective Time shall survive termination of the Management Agreement.
Termination of the Management Agreement. At the Closing, the Management Agreement shall be terminated (the “Termination”) and except for Sections 13, 21, 23, 24, 25, 26 and 28 of the Management Agreement, which shall survive such Termination indefinitely, and Section 6 of the Management Agreement, which shall survive for a period of one (1) year after the Closing Date, the Management Agreement shall be void and of no further effect after the Closing (including, for the avoidance of doubt, any non-solicitation provision thereof); provided, however, that notwithstanding anything to contrary in this Agreement or the Management Agreement, Manager, CCIA and their respective Affiliates may not disclose any Confidential Information (as defined in the Management Agreement) to potential purchasers of Shares (as defined in the Stockholders Agreement) or other security interests of the Company or its Affiliates, or to any unaffiliated third party in connection with any of the types of actions described in Section 3.4 of the Stockholders Agreement, without the prior written consent of CLNC. For the avoidance of doubt, Manager, CLNC and CLNC OP hereby agree and irrevocably consent to the termination of the Management Agreement as set forth in and subject to the terms and conditions of this Section 1.01.
Termination of the Management Agreement. Effective as of December 29, 2017 (the “Effective Date”) and upon payment of the Termination Payment, the Parties agree that the Management Agreement is terminated pursuant to the terms hereof and thereof, with no further liability (of any nature) arising for Select or any of its Subsidiaries in connection with such Management Agreement.
Termination of the Management Agreement. Effective as of this date, the Management Agreement is hereby terminated with respect to the Containers. Notwithstanding such termination, except as set forth in the Purchase Agreement (including Section 3.02 thereof) all rights and liabilities related to the Containers that have accrued under the Management Agreement prior to this date shall survive this Termination Agreement. Each of the Parties, on behalf of itself and its respective officers, directors, shareholders, employees, agents, representatives, affiliates, predecessors, successors and assigns hereby releases the other Parties and its past, present and future officers, directors, shareholders, employees, agents, representatives, affiliates, predecessors, successors and assigns, and each of them, to and from any and all past or future claims, demands, causes of action of any kind, including claims for attorneys’ fees or costs, whether known or unknown, suspected or claimed, disclosed or undisclosed, matured or unmatured which each Party ever had, now has, or which may hereafter accrue or otherwise be acquired that arises from or are related in any way to the Management Agreement and all matters ancillary thereto, to the extent they relate to the Containers.
Termination of the Management Agreement. The Management Agreement is hereby terminated as of the date hereof, and, except as otherwise set forth herein, the Company and the Consultant shall have no further rights or obligations thereunder from and after the date hereof.
Termination of the Management Agreement. Except for the indemnification provision of paragraph 12 of the Management Agreement (to wit: the second two full paragraphs only of paragraph 12) which shall remain in full force and effect and shall survive the execution of this Agreement, the Management Agreement is hereby terminated as of the Execution Date and is of no further force or effect. Sports Club agrees to be responsible to Bally for the obligations of Owner (as such term is defined in the Management Agreement) under paragraph 12 of the Management Agreement. Notwithstanding the foregoing, Sports Club
Termination of the Management Agreement. Upon the terms and subject to the conditions of this Agreement, at the closing of the transactions contemplated by this Agreement, the Management Agreement shall be terminated in its entirety and shall be of no further force and effect.
Termination of the Management Agreement. In the event of a default by --------------------------------------- Operator so that Assignor, with the consent of Assignee as required herein, terminates the Management Agreement or upon any other termination thereof, all funds held in the Reserve Accounts shall be paid to Assignee except as otherwise set forth in the other Loan Documents.
Termination of the Management Agreement. Except as otherwise provided herein or in the Management Agreement, the Company may, in the event such action is in the best interests of the Company, exercise its right to terminate the Management Agreement and select a replacement Management Agent for the Company upon the prior written consent of the Managing Board and a Majority in Interest of the Members. In the event of a deadlock of the Managing Board and/or the Members, the decision of whether or not to terminate the Management Agreement shall be submitted to binding arbitration in accordance with Section 12.16 hereof.
Termination of the Management Agreement. Subject to the terms and conditions of this Termination Agreement, the Management Agreement is hereby terminated as of the date first written above (the “Termination Date”). From and after the Termination Date, the Management Agreement will be of no further force or effect with respect to the Parties, and the rights and obligations of each of the Parties there under shall terminate subject to the terms set forth herein; provided, however, that until March 31, 2018 (the “Transition Period”), BCS shall provide the Center business office, financial, accounting and other related services necessary to assist in the transition of the operation of the Center to new management (the “Transition Services”). As consideration for providing the Transition Services, the Center shall reimburse BCS for all reasonable expenses incurred in connection with the performance of the Transition Services or as otherwise may be pre-approved in writing by the Center. Invoices for reimbursable expenses shall be submitted to the CEO or CFO of First Choice Healthcare Solutions, Inc. (“FCHS”) for approval, together with all supporting documentation reasonably required by FCHS on behalf of the Center, and the Center shall pay such invoices within thirty (30) days following such approval. BCS shall maintain books and records supporting all reimbursable expenses incurred in connection with performance of the Transition Services for a period of four (4) years hereafter. The Center shall have access during BCS’s regular business hours to such books and records of BCS as required to verify any and all reimbursable costs. Notwithstanding anything to the contrary contained in this Section 1, BCS shall cooperate with FCHS and execute such instruments or documents, supply such invoices or information and take such other actions as may reasonably be requested from time to time by FCHS in order for FCHS to carry out its obligations under the rules and regulations of the Securities Exchange Act of 1934, including but not limited to the timely filing of the Form 10-K and preparing audited financials.
