Termination Contract Clauses (20,323)

Termination. Section 9.1 of the Agreement shall be deleted in its entirety and replaced with the following: "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Merger Date: (a) by mutual written consent of MeeMee and ASM; (b) by ASM if the Merger shall not have been consummated on or before April 30. 2017 or if any of the conditions to the Closing set forth in Section 7.3 above shall have become incapable of fulfillment by April 30, 2017 and shall not have been waived in writi...ng by ASM; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to ASM if (i) ASM's or the ASM Members' action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; or (ii) the ASM Financial Statements have not been delivered to MeeMee; 1 (c) by MeeMee, if the Merger shall not have been consummated on or before April 30, 2017 or if any of the conditions to the Closing set forth in Section 7.2 above shall have become incapable of fulfillment by April 30, 2017 and shall not have been waived in writing by MeeMee; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to MeeMee if its action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; or (d) by MeeMee or ASM if any Governmental or judicial Authority shall have issued an injunction, order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting any material portion of the Merger and such injunction, order, decree, ruling or other action shall have become final and nonappealable." View More

Termination. The Forbearance Period shall terminate automatically and without notice to Borrower upon the occurrence of a Termination Event.

Termination. 5.1 Termination Upon Death or Disability. In the event of Director's death or total disability (defined as the Director's inability to perform his/her duties under this Agreement for three (3) consecutive fiscal quarters) during the Term, this Agreement shall terminate on the date of such death or disability; provided that, such termination shall not relieve the Company of its obligations to make the payments as described in Section 4 hereof accrued through the date of such termination. 5.2 Term...ination for Cause; Voluntary Termination Prior to Term-End. The Company may terminate this Agreement for "Cause" at any time and without notice. The Company shall have "Cause" to terminate this Agreement if (a) Director breaches any provision of this Agreement or (b) Director engages in conduct which is intentionally injurious to the Company as determined by the Board. If Director is terminated by the Company for Cause or if the Director voluntarily terminates his services prior to the end of the Term (other than due to the Director's death or disability), Director shall be paid only the Consulting Fee accrued through the date of such termination and Director will forfeit all right to receive any other payments from the Company unless previously earned but unpaid and any other compensation to which he would otherwise be entitled. -2- 5.3 Termination by the Company other than for Cause. If Director is terminated by the Company other than for Cause prior to the end of the Term, Director shall be entitled to payment of the total amount of the Consulting Fee which would have been paid hereunder for the balance of the Term if his services were not so terminated by the Company (less any amount of the Consulting Fee already paid). 5.4 Voluntary Termination. In the event the Director resigns from the Board of Directors, and voluntarily terminates this Agreement, the Director agrees to waive any and all remaining amounts due as a Consulting Fee, but retains the right to reimbursement of any expenses. View More

Termination. Upon the repayment in full of all Obligations, this Amended and Restated Security Agreement shall terminate, the Secured Parties shall deliver any release of the Encumbrances created under this Amended and Restated Security Agreement that Debtor may reasonably request (at the cost of the Debtor), and the Secured Parties shall return to the Debtor all Collateral then in its possession, custody, or control, and this Amended and Restated Security Agreement shall terminate without further action by ...the Party and be of no further force and effect. View More

Termination. (a) No Party may exercise any of its respective termination rights as set forth in Section 5, or Section 6 hereof, as applicable, if such Party is in material breach of this Agreement and is not obligated to terminate by any of its duties as a title 11 debtor. (b) Upon the termination of this Agreement pursuant to Section 5, Section 6, Section 7, or hereof, all Parties shall be released from their commitments, undertakings, and agreements under or related to this Agreement, and there shall be no... liability or obligation on the part of any Party; provided, however, that if a Party (or Parties) terminate(s) this Agreement due to a breach by another Party (or Parties), the non-breaching Party (or Parties) may enforce this Agreement against the breaching Party (or Parties) based on such breach. (c) Notwithstanding Section 8(b), but subject to Section 15 hereof, in no event shall any termination of this Agreement relieve a Party from (i) liability for its breach or non-performance of its obligations hereunder prior to the Termination Date and (ii) obligations under this Agreement which by their terms expressly survive a Termination Date; provided, however, that, notwithstanding anything to the contrary contained herein, any Termination Event (including any automatic termination) may be waived in accordance with the procedures established by Section 11 hereof, in which case such Termination Event so waived shall be deemed not to have occurred, and this Agreement consequently shall be deemed to continue in full force and effect, and the rights and obligations of the Parties shall be restored, subject to any modification set forth in such waiver. View More

Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by CareTrust and the Operating Partnership prior to delivery of and payment for the Firm Shares or the Optional Shares, respectively, if, prior to that time, any of the events described in Sections 6(i) or 6(j) hereof shall have occurred or if the Underwriters shall decline to purchase such Shares for any reason permitted under this Agreement other than pursuant to Section 8. In su...ch case, CareTrust shall have no liability hereunder except as provided by Sections 5, 7 and 10 hereof. View More

Termination. (a) Notwithstanding Section 1 of this Agreement, the Company may terminate the consulting relationship for Cause (as defined below). No advance notice of termination need be provided by the Company in the event of a termination for Cause, other than associated with applicable "cure" periods. (b) For purposes of this Agreement: "Cause" will mean (i) the Moores' commission of a felony or other crime involving moral turpitude or any other act or omission involving misappropriation, fraud or breach ...of fiduciary duty by the Moores, (ii) serious misconduct by the Moores with respect to the Company or any of its Affiliates in the performance of the Moores' duties hereunder, (iii) unsatisfactory performance which is not remedied by Consultant within 10 days after written notice thereof to Consultant, or (iv) any other material breach of this Agreement by Consultant which, if curable, is not cured within 10 days after written notice thereof to Consultant. View More

Termination. For purposes of this Section 4, "Termination Date" is the date the Participant's Employment is terminated under the circumstances set forth in (a) or (b) below. (a) Subject to the last sentence of this clause (a), in the event of the Participant's Disability or in the event that the Employment is terminated (i) by the Company without Cause; (ii) by the Participant for Good Reason; (iii) due to the Participant's death; or (iv) due to the Company's non-renewal of the Participant's Employment Agree...ment, then (A) all of the Time-based (defined in the Vesting Schedule) RSUs that have not become vested as of the date of Disability or the Termination Date, as applicable, shall automatically vest, and (B) the Performance-based (defined in the Vesting Schedule) RSUs shall remain outstanding and capable of vesting in the normal course subject to actual performance, provided that the Performance-based RSUs shall be prorated based on a fraction, the numerator of which is the number of full months in the Performance Period (as defined in the Vesting Schedule) during which the Participant was employed by the Company and the denominator of which is 36. Any partial month shall count as a whole calendar month if the Participant was in the employ of the Company for at least 15 calendar days during the month. Any automatic or capability of vesting shall be conditioned on the Participant (or his or her heirs) executing a general release of claims related to or arising from Participant's Employment or Termination with the Company, in a form acceptable to the Company. (b) In the event the Employment is terminated (i) by the Company for Cause or (ii) by the Participant without Good Reason, all of the RSUs (both Time-based and Performance-based) that have not become vested as of the Termination Date shall automatically be forfeited. View More

Termination. 5.1 General. The Chairman's employment hereunder may be terminated earlier than as provided in Section 1 either (a) at the option of the Company at any time with or without Cause, by written notice to the Chairman, or (b) at the option of the Chairman for any or no reason, on thirty (30) days' prior written notice to the Company (which the Company may, in its sole discretion, make effective as a resignation earlier than the termination date provided in such notice). For the avoidance of doubt, (...i) if the Effective Date does not occur, this Agreement shall 6 automatically terminate and be of no further force or effect without any further action by the Company or the Chairman and (ii) Section 3.3 shall survive any termination of the Chairman's employment hereunder in accordance with their respective terms. 5.2 Resignation as Chairman. Upon any termination of the Chairman's employment, if the Chairman is not then otherwise entitled to designate a director to serve on the Board or any Subsidiary Board pursuant to a written agreement between the Chairman and the Company or any of its Affiliates, the Chairman shall be deemed to have resigned as a member of the Board and each Subsidiary Board, to the extent applicable. View More

Termination. Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby (collectively, the "Transaction Documents"), are hereby terminated effective immediately on the date hereof (the "Termination Time") and, notwithstanding anything to the contrary in the Transaction Documents, including Section 8.2 of the Merger Agreement, the Transaction Documents are terminated in ...their entirety and shall be of no further force or effect whatsoever (the "Termination"). View More