Termination Right and Fee Sample Clauses

Termination Right and Fee. The Borough shall have the right at any t ime during the M anagem ent Period, exercisable in its sole discretion, for its convenience and without cause, to terminate this Service Contract upon 60 days' written notice to the Company. If the Borough exercises its right to terminate the Service Contract pursuant to this Section, the Borough shall pay the Compan y a convenience termination fee equal to the sum of: (1) $3,000,000 reduced by 1/240 of such amount for each month which has elapsed following the Commencement Date to and including the month in which the Termination Date occurs; provided, however, that in the event of a "dramatic market change" as defined in the Lease Agreement the applicable amount shall be the lesser of $250,000 or the amou nt com puted hereunder; plus (2) if the Company has provided financing for any Capital Modifications pursuant to subsection 11.7(C), the unam ortized value thereof based on the financing methodology approved by the Borough at the t ime the financing was effectuated. Examples of the convenience term ination fee calculation are included in Appendix 22.
AutoNDA by SimpleDocs
Termination Right and Fee. The WPCA shall have the right at any time during the Term, exercisable in its sole discretion, for its convenience and without cause, to terminate this Service Agreement upon 90 days’ written notice to the Company (the “Convenience Termination”). If the WPCA exercises its right to terminate the Service Agreement pursuant to this Section following the Commencement Date, the WPCA shall pay the Company any outstanding amounts due to the Company pursuant to subsection (D) below, plus a Convenience Termination fee equal to $1,5 million. (A) (B)Voluntary Termination by the WPCA Following a Sale or Change of Control. In the event of (i) an assignment by the Company of this Service Agreement pursuant to a sale of all or substantially all of the business or assets of the Company or (ii) a "Change of Control" of the Company or the Guarantor (other than an internal restructuring of the Company or its Affiliates), the WPCA shall be permitted to approve such assignment or change of control, at its sole option to voluntarily such approval shall not be unreasonably withheld, conditioned, or delayed. If the WPCA does not approve such assignment or change of control, it may terminate this Service Agreement hereunder within 90 days following any such assignment or Change of Control and any , such termination by the WPCA shall be treated as a termination for convenience and, in such an instance, the WPCA shall pay the Company Five Million Dollars ($5,000,000) as a termination payment, but shall not be liable to the Company for any demobilization costs, termination fees or any other costs or expenses except for that portion of the Service Fee due to the Company pursuant to the terms of this Service Agreement through the date of termination. For purposes of this Service Agreement, a "Change of Control" of the Company or the Guarantor shall mean any transaction or series of transactions which results in a change in the ownership, subsequent to the Contract Date, of more than fifty percent (50%) of the issued and outstanding securities of the Company or the Guarantor, as applicable, entitled to vote for the election of directors.

Related to Termination Right and Fee

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

  • Additional Termination Rights In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • TERMINATION OPTION Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Effective Term and Termination Rights This Agreement becomes effective when executed by both parties and shall continue in effect until terminated. The Agreement may be terminated in accordance with the following:

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • POST EXPIRATION INTERIM SERVICE ARRANGEMENTS 6.1. No later than one-hundred sixty (160) Days prior to the End Date, CLEC will provide Embarq notice to commence negotiations pursuant to §§251 and 252 of the Act for terms, conditions and rates for a successor agreement to be effective on or before the End Date.

  • Rights and Obligations upon Termination (a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive:

Time is Money Join Law Insider Premium to draft better contracts faster.