Termination Termination Payment Sample Clauses

Termination Termination Payment. (a) If an Event of Default as described in either Section 8.1(b) hereof (payment default) pursuant to which the payment default exceeds $100,000.00 unless disputed in good faith and in accordance with Article 10, Section 8.1(f) hereof (i.e., Material Delivery Failure with respect to Contract Energy), or Section 8.1(g) hereof (i.e., Material Delivery Failure with respect to Capacity) is continuing on the sixtieth (60th) day following the receipt by the defaulting Party of written notice provided by the non-defaulting Party to the defaulting Party of such Event of Default, then the non-defaulting Party may at any time after the expiration of the sixty (60) day cure period described above during which such Event of Default remains uncured terminate this Agreement by giving written notice thereof to the defaulting Party; provided, however, that any such termination by the non-defaulting Party shall not diminish nor discharge the payment obligation of the defaulting Party which gives rise to such termination. Upon any such termination of this Agreement, NJEA shall have the right to sell or otherwise dispose of the Contract Energy or Capacity that was otherwise to be delivered to JCP&L hereunder in any manner it sees fit, free of any JCP&L interest therein. Except as provided in this Section 8.2(a), neither Party shall be entitled to terminate this Agreement due to an Event of Default by the other Party. (b) If JCP&L terminates this Agreement pursuant to Section 8.2(a) due to an Event of Default by NJEA pursuant to Section 8.1(f) hereof (i.e., Material Delivery Failure with respect to Contract Energy) or pursuant to Section 8.1(g) hereof (i.e., Material Delivery Failure with respect to Capacity), then NJEA shall pay liquidated damages to JCP&L (the "NJEA Termination Payment"), which shall consist of (A) the xxxx-to-market value, if any, of the terminated Energy Payment obligation, as determined in a commercially reasonable manner, with the reference contract price being the Energy Price hereunder, reasonably adjusted to reflect changes in the expected Facility dispatch factor caused by changes in projected market prices (which is relevant in determining the projected deliveries from the Facility for Article 4 JCP&L discount purposes) and the market consisting of a reasonable estimation of the sum of the amounts that would be payable by JCP&L for electricity and Capacity during the Replacement Period from a replacement supplier in the amounts that would have been...
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Termination Termination Payment. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or their respective affiliates, directors, officers, or stockholders, except as provided below and except for those obligations intended to survive termination. In the event that either the Buyer or Xxxxxxxx shall terminate this Agreement because of a material misrepresentation or a material breach of a material covenant by the other party (subject to the 30-day notice and cure period provided in Section 9.1(c)), the breaching party shall be liable to and shall pay to the terminating party by wire transfer the sum of $5,000,000 in full satisfaction of all claims within fifteen (15) business days after the breaching party's receipt of written notice of termination. It is agreed that the payments due hereunder are the exclusive remedy for termination of this Agreement. Notwithstanding the foregoing, in the event of a breach by Xxxxxxxx of Section 7.10, the Buyer may pursue any and all remedies available to it at law or in equity. Recovery by the Buyer of a termination payment under this Section 9.2 shall not bar any such action for breach of Section 7.10, but the amount of any monetary damages awarded to the Buyer in such action shall be reduced by the termination payment actually received by the Buyer.
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Termination Termination Payment. (a) On the first business day that is at least two days after the Closing Date (as defined in the Merger Agreement) (the “TRA Termination Date”), the Tax Receivable Agreement shall be terminated and shall have no further force and effect by mutual agreement of the Parties.
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Termination Termination Payment. 9.1 Termination 35 9.2 Effect of Termination or Breach 36 ARTICLE 10
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Termination Termination Payment. In the event of termination of this ---- -------------------------------- Agreement, this Agreement shall forthwith become void, and there shall be no liability on the part of any of the parties hereto or their respective affiliates, directors, officers, or stockholders, except as provided below and except for those obligations intended to survive termination. In the event that: (i) either Parent or NOW shall terminate this Agreement because of material misrepresentation or a breach of a material covenant by the other party; or (ii) Parent shall terminate this Agreement pursuant to Section 8.1(d); or (iii) the Merger shall not have been approved by the affirmative vote of the holders of at least 51% of the voting securities of NOW; or (iv) the number of Dissenting Shareholders exceeds 10% and NOW enters into a Competing Transaction within one year of the date hereof with any person or entity other than Parent, (A) in the case of (i) and (ii), the nonterminating party shall be liable to and shall pay to the terminating party by wire transfer the sum of $2,200,000 in full satisfaction of all claims within fifteen (15) business days after the nonterminating party's receipt of written notice of termination, and (B) in the case of (iii) and (iv), NOW shall be liable to and shall pay to the Parent by wire transfer the sum of $2,200,000 in full satisfaction of all claims within fifteen (15) business days after the Shareholders' Meeting, in the case of (iii) and the entering into of such Competing Transaction, in the case of (iv). It is agreed that the payments due hereunder are the exclusive remedy for termination of this Agreement. Notwithstanding the foregoing, in the event of a breach by NOW of Section 6.4, Parent may pursue any and all remedies available to it at law or in equity. Recovery by Parent of a termination payment under this Section 8.2 shall not bar any such action for breach of Section
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Termination Termination Payment 
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Related to Termination Termination Payment

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. Notwithstanding the foregoing, in the event of a termination by the Company under Section 6(b) or 6(e), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of the Company and Employee under this Agreement shall cease as of the effective date of termination, except that the Company's obligations under this Section 6(f) and Section 11 below and Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • Termination for Non-Payment We may terminate this Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than thirty

  • Final Termination Unless terminated at an earlier date by mutual agreement of the parties hereto, this Agreement shall terminate upon the first to occur of the following: (a) the last Serviced Appointment is terminated, matured or expired under the terms of the applicable Serviced Corporate Trust Contract and all Trust Assets in respect thereof have been fully distributed, (b) the last Serviced Appointment is Transferred to the applicable Purchaser, (c) the applicable Seller has resigned from the last Serviced Appointment if permitted under Section 7.2 below or (d) the applicable Seller is removed from appointment or the applicable Seller’s appointment is terminated with respect to the last Serviced Appointment in accordance with this Agreement, the applicable Serviced Corporate Trust Contract or any other agreement between the parties hereto entered into on or prior to the date hereof. Upon termination of this Agreement in accordance with this Section 7.1, each party’s further rights and obligations hereunder, other than the provisions of Section 8 and Section 9, shall terminate and be of no further force and effect and no party shall have any liability hereunder, except that neither the Sellers nor the Purchasers shall be relieved or released from any liabilities or damages arising out of its breach of any provision of this Agreement prior to termination.

  • 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.

  • Entire Termination Payment The compensation provided for in this Article IV for early termination of this Agreement and termination pursuant to this Article IV shall constitute Executive's sole remedy for such termination. Executive shall not be entitled to any other termination or severance payment which may be payable to Executive under any other agreement between Executive and Ceridian.

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