Termination Contract Clauses (20,323)

Termination. The Company may terminate this Agreement at any time by so notifying Continental in writing. Continental may terminate this Agreement upon 60 days' prior written notice to the Company. Upon any such termination, Continental shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all Continental's outstanding fees and expenses, Continental shall forward to the Company or its designee promptly any Certificate or other document relating... to Continental's duties hereunder that Continental may receive after its appointment has so terminated. Sections 12, 13, 14, and 19 of this Agreement shall survive any termination of this Agreement. View More

Termination. In the event of the Participant's Termination, the following shall apply to the Restricted Share Units: (a) Termination by the Company without Cause; Termination by the Participant for Good Reason; Termination Upon Expiration Following Non-Renewal of the Employment Agreement by the Company. If the Participant experiences a Termination (i) by the Company without Cause (as defined in the Employment Agreement), (ii) by the Participant for Good Reason (as defined in the Employment Agreement) or (iii...) upon expiration of the Employment Term (as defined in the Employment Agreement) following non-renewal by the Company, then (x) any outstanding and unvested Time-Based Restricted Share Units shall immediately vest and no longer be subject to forfeiture as of the date of the Termination, and (y) any outstanding and unvested Performance-Based Restricted Share Units shall remain outstanding and subject to vesting based on actual performance in accordance with the terms of this Agreement, without regard to the requirement of the Participant's continued service. Any outstanding Restricted Share Units that do not become vested pursuant to this Section 4(a) or upon the Determination Date shall be immediately forfeited and cancelled as of the Determination Date, without any further action on the part of the Company or the Participant. (b) Termination as a result of the Participant's Death or Disability. If the Participant experiences a Termination as a result of the Participant's death or Disability (as defined in the Employment Agreement), then: (i) any unvested Time-Based Restricted Share Units that would have become vested within the one-year period beginning on the date of Termination and ending on the first anniversary of the date of Termination if the Participant had continued to be employed by the Company during such period shall immediately vest and no longer be subject to forfeiture as of the date of the Termination; and (ii) a pro-rata portion of the Performance-Based Restricted Share Units equal to the product of the total number of outstanding and unvested Performance-Based Restricted Share Units multiplied by a fraction (not greater than one (1)), (A) the numerator of which is the sum of (x) the number of days the Participant was employed by the Company during the Performance Period through the date of Termination, plus (y) 365, and (B) the denominator of which is the total number of days in the Performance Period, shall remain outstanding and subject to vesting based on actual performance in accordance with the terms of this Agreement. Any outstanding Restricted Share Units that do not (x) become vested or (y) remain outstanding and eligible for vesting following a Termination, in each case, pursuant to this Section 4(b), shall be forfeited and cancelled immediately as of the date of Termination, without any further action on the part of the Company or the Participant, and any outstanding Restricted Share Units that remain outstanding and eligible for vesting following a Termination and that do not become vested upon the Determination Date shall be immediately forfeited and cancelled as of the Determination Date, without any further action on the part of the Company or the Participant. (c) All Other Terminations. If the Participant experiences a Termination for any reason other than those set forth in Section 4(a) and (b), any Restricted Share Units that have not yet vested shall be immediately forfeited and cancelled as of the date of Termination, without any further action on the part of the Company or the Participant. View More

Termination. This Agreement is effective until terminated upon the earlier of (i) the Maturity Date, (ii) an event of Default, at the non-defaulting party's option exercised by sending written notice of termination to the defaulting party, or (iii) after receipt of a written notice of termination sent as outlined below. Termination will not relieve any party from any duty or obligation incurred, or right, waiver, modification, or benefit bestowed, prior to the effective date of the termination. (a) Dealershi...p may at any time and for any or no reason provide written notice of termination to the Ally Parties that Dealership will no longer request the Ally Parties to provide additional Inventory Financing under this Agreement, and within sixty (60) days of sending this notice, Dealership will pay to the Ally Parties in full the Wholesale Outstandings, accrued Interest, late charges, expenses, Other Charges and any other payment obligations under this Agreement then outstanding. Provided that the Dealership has not received notice indicating that one of the Ally Parties has assigned the Wholesale Outstandings owed by Dealership to such Ally Party and its rights, duties and obligations under this Agreement to another party ("Assignee"), Dealership's termination pursuant to this Subsection III.K.10(a) will apply to both of the Ally Parties. (b) In the event that the Dealership has received notice indicating that one of the Ally Parties has assigned the Wholesale Outstandings owed to such Ally Party and its rights, duties and obligations under this Agreement to an Assignee, then Dealership may provide written notice of termination to one of the Ally Parties or its Assignee that Dealership will no longer request such party to provide additional Inventory Financing under this Agreement, and at the time of sending this notice, Dealership will immediately pay to such party in full the Wholesale Outstandings, accrued Interest, late charges, expenses, Other Charges and any other payment obligations under this Agreement then outstanding to such party. View More

Termination. The Representatives may terminate the applicable Terms Agreement (including this Agreement, as incorporated by reference therein), immediately upon notice to the Company, at any time at or prior to the applicable Closing Time (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Disclosure Package or the Final Prospectus, any material adverse change in the condition (financial or otherwise), earnings, results of operat...ions, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not from transactions arising in the ordinary course of business, or (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis or change in general domestic or international economic, political or financial conditions either within or outside of the United States the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities, or (iii) if trading in any Securities of the Company has been suspended by the Commission or any securities exchange or in the over-the-counter market, or if trading generally on the American Stock Exchange, the New York Stock Exchange or in the over-the-counter market has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities, or (iv) there shall have been since the execution of such Terms Agreement any decrease in the ratings of any of the Company's debt securities by any of Moody's Investors Service, Inc., S&P Global Ratings, a division of S&P Global, Inc., or Fitch Ratings, Inc. or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. View More

Termination. Consultant shall each have the right to terminate this Agreement at any time by giving written notice to the Company at least thirty (30) days prior to the effective termination date ("Termination Date"). After the Initial Term, the Company shall have the right to terminate the Agreement by giving written notice to Consultant at least thirty (30) days prior to the effective Termination Date. Upon such a Termination, Consultant agrees to cease all representation on behalf of the Company, includin...g, but not limited to representations to the Company's clients that Consultant is acting on behalf of the Company in any capacity; provided, however the Consultant agrees to answer any reasonable follow-up inquiries from clients or the Company for matters on which she has previously reported or been involved. View More

Termination. If employment is terminated for any reason or no reason, each unvested Option will immediately terminate, expire and be forfeited on such termination and each vested Option will terminate, expire and be forfeited on the earlier of: (a) the expiration date in the Award Agreement, (b) thirty days after termination of employment other than due to Participant's death or Disability or Retirement, (c) one year after a Participant's death or termination due to Disability, and (d) six months after a Par...ticipant's termination due to Retirement, provided that all of the foregoing shall be administered subject to the Committee's Rules. (The Committee has sole discretion to determine whether a demotion is a "termination" of employment.) "Retirement" shall mean the Participant has attained age 55 and completed five years of continuous service to the Company. For purposes of the immediately preceding provision, "service" shall mean the time in which a Participant is employed by the Company and/or an affiliate of the Company but only while the affiliate is owned, controlled or under common control by or with the Company. View More

Termination. 7.1 This Agreement shall terminate upon the earlier of (a) the completion of the Research Project, (b) the written agreement signed by authorized representatives of the parties, or (c) three (3) years from the Effective Date.

Termination. (a) Upon the closing of a Qualified Public Offering or, at the written election of the Majority Institutional Investors (including D1), an Initial Public Offering, this Agreement shall automatically terminate except with respect to the following Sections which shall survive such termination in accordance with their terms: (i) Section 1(a) (Legends); (ii) Sections 2(a)(ii) (Post-IPO Board Seats); (iii) Section 2(c) (Committees of the Board); (iv) Section 2(d) (Warburg Pincus Observer Rights); (v)... Section 2(i) (Directors of Subsidiaries); (vi) Section 2(j) (Indemnification, Expense Reimbursement and Other Rights); (vii) Section 4 (Termination); (viii) Section 5 (Interpretation of this Agreement); and (ix) Section 6 (Miscellaneous) (except Section 6(l) (Grant of Irrevocable Proxy), which shall terminate). (b) At the written election of the Majority Institutional Investors upon a Deemed Liquidation Event that is approved in accordance with the Certificate of Incorporation this Agreement shall automatically terminate. (c) This Agreement shall terminate on the date on which the Majority Institutional Investors and the Majority Other Investors shall have agreed in writing to terminate this Agreement; provided that Section 3(b)(vi)(B) shall survive such termination unless D1 has agreed in writing to terminate this Agreement. 24 (d) Notwithstanding the foregoing, this Agreement shall automatically terminate with respect to Mutual Fund Investors immediately prior to the consummation of the Initial Public Offering. View More

Termination. This Agreement shall remain in full force and effect until (i) all Obligations outstanding, or contracted or committed for (whether or not outstanding), shall be finally and irrevocably paid in full and (ii) all Transaction Documents have been terminated by the Bank.

Termination. a. Termination Upon Consummation of Mergers. Effective upon consummation of the GCEAR Merger Transactions in accordance with the GCEAR Merger Agreement, the Advisor and the Company hereby irrevocably terminate the Advisory Agreement, without any further liability or obligation on the part of any party thereto, except as set forth herein. In the event the Advisory Agreement is terminated pursuant to this Section 1, the Company shall pay the SPF Payment and the DF Payment pursuant to Sections 3 an...d 4, respectively, hereof. b. Early Termination by the Advisor. Other than a termination because of a material breach of the Advisory Agreement (a "Breach Event") by the Company, the Advisor shall not take any action to terminate the Advisory Agreement with effect prior to the earlier to occur of the following dates (the "Advisor Outside Date") (i) the consummation of the GCEAR Merger Transactions and (ii) June 30, 2021. In the event that the Advisory Agreement is terminated by the Advisor for a Breach Event by the Company prior to the Advisor Outside Date, then the Subordinated Performance Fee due shall equal the SPF Payment and the Disposition Fee due shall equal the DF Payment, and the Company shall pay the SPF Payment and the DF Payment pursuant to Sections 3 and 4, respectively, hereof. c. Early Termination by the Company. The Company shall have the right to terminate the Advisory Agreement in accordance with its terms. In the event the Advisory Agreement is terminated by the Company prior to the Advisor Outside Date for any reason other than for a Breach Event by the Advisor, then the Subordinated Performance Fee due shall equal the SPF Payment and the Disposition Fee due shall equal the DF Payment, and the Company shall pay the SPF Payment and the DF Payment pursuant to Sections 3 and 4, respectively, hereof. View More