Termination Contract Clauses (53,077)

Grouped Into 404 Collections of Similar Clauses From Business Contracts

This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, including without limitation, the payment of all Indebtedness of Debtor to Bank, and the termination of all commitments of Bank to extend credit to Debtor, existing at the time Bank receives written notice from Debtor of the termination of this Agreement.
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, Bank secured hereby, including without limitation, the payment of all Indebtedness of Debtor to Bank, Bank secured hereby, and the termination of all commitments of Bank to extend credit to Debtor, Debtor that would constitute Indebtedness to Bank secured hereby, existing at the time Bank receives written notice from Debtor of the termination of this Agreement. 2 WBD (US) 46762908v5 4. OBLIGATIONS OF BANK.... Bank has no obligation to make any loans hereunder. Any money received by Bank in respect of the Collateral may be deposited, at Bank's option, into a non-interest bearing account over which Debtor shall have no control, and the same shall, for all purposes, be deemed Collateral hereunder. Bank shall not be required to apply such money to the Indebtedness or other obligations secured hereby or to remit such money to Debtor or to any other party until the full payment of all Indebtedness of Debtor to Bank secured hereby, and the termination of all commitments to Bank to extend credit to Debtor. View More Arrow
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, Bank secured hereby, including without limitation, the payment of all Indebtedness of Debtor to Bank, Bank secured hereby, and the termination of all commitments of Bank to extend credit to Debtor, Debtor that would constitute Indebtedness to Bank secured hereby, existing at the time Bank receives written notice from Debtor of the termination of this Agreement.
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, Bank secured hereby, including without limitation, the payment of all Indebtedness of Debtor to Bank, Bank secured hereby, and the termination of all commitments of Bank to extend credit to Debtor, Debtor that would constitute Indebtedness secured hereby, existing at the time Bank receives written notice from Debtor of the termination of this Agreement.
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Termination. Except as described in Section 2, if the Grantee's employment or services are terminated for any reason, the Grantee's right to the Common Stock subject to this Award Agreement and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common Stock covered by this Award Agreement.
Termination. Except as described in Section 2, if the Grantee's employment or services are terminated for any reason, the Grantee's right to the Common Restricted Stock Units subject to this Award Agreement and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common the Restricted Stock Units covered by this Award Agreement.
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Termination. (a) The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at or prior to the Closing Date and after the execution of this Agreement (i) trading in securities... generally on the New York Stock Exchange, the NASDAQ Stock Market or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum prices shall have been established on any such exchange or market; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a banking moratorium shall have been declared by New York or United States authorities, or (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets or the international financial markets that, in the case 24 of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Preliminary Memorandum, the Offering Memorandum or the Final Memorandum, exclusive of any amendment or supplement thereto. (b) Termination of this Agreement pursuant to this Section 10 shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof. View More Arrow
Termination. (a) The Representative Representatives may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at or prior to the Closing Date and after (i) trading or quotation in any of the ... class="diff-color-red">execution of this Agreement (i) Company's securities shall have been suspended or limited by the Commission or the NYSE, (ii) trading in securities generally on either the New York Stock Exchange, the NASDAQ Nasdaq Stock Market or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such exchange stock exchanges by the Commission or market; (ii) FINRA; (iii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) (iv) a banking moratorium shall have been declared by New York York, North Carolina or United States authorities, authorities or (iv) (v) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets or the international financial markets that, in the case 24 of any event described in this clause (iv), (v), in the sole judgment of the Representative, Representatives, makes it impracticable or inadvisable to proceed with the offer, sale and or delivery of the Notes as disclosed in the Preliminary Memorandum, manner and on the Offering Memorandum terms described in the Disclosure Package or the Final Memorandum, Prospectus, exclusive of any amendment or supplement thereto. thereto, or to enforce contracts for the sale of securities. (b) Termination of this Agreement pursuant to this Section 10 8 shall be without liability of any party to any other party except as provided in Sections 5 4 and 8 6 hereof. View More Arrow
Termination. (a) The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at or prior to the Closing Date and after the execution of this Agreement (i) trading in securities... generally on the New York Stock Exchange, the NASDAQ Stock Market Market, the Irish Stock Exchange, the London Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum prices 27 shall have been established on any such exchange or market; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; States, the United Kingdom or Ireland; (iii) a banking moratorium shall have been declared by New York or United States authorities, authorities or by the competent governmental or regulatory authorities in the United Kingdom or Ireland; or (iv) there shall have been (A) an outbreak or escalation of hostilities between the European Union, any member state thereof or the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the European Union, any member state thereof or the United States, (C) the occurrence of any other calamity or crisis or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets or the international financial markets that, in the case 24 of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, offering, sale and delivery of the Notes as disclosed in the Preliminary Memorandum, the Offering Memorandum or the Final Memorandum, exclusive of any amendment or supplement thereto. (b) Termination of this Agreement pursuant to this Section 10 shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof. View More Arrow
Termination. (a) The Representative This Agreement may terminate this Agreement with respect to be terminated in the Notes absolute discretion of the Representative, by notice to the Company at any time Issuers, if after the execution and delivery of this Agreement and on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or... satisfied hereunder at or prior thereto or if, at or prior to the Closing Date and after the execution of this Agreement (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or in the over-the-counter market, market shall have been suspended or minimum prices shall have been established on any such exchange or market; (ii) trading in any securities of the Company any Issuer on any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum prices shall have been established on any such exchange or market; (ii) (iii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) (iv) a banking moratorium shall have been declared by New York or United States authorities, authorities or (iv) (v) there shall have been (A) an outbreak or significant escalation of hostilities between the United States and any foreign power, (B) an outbreak or significant escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis or (D) any material and adverse change in general economic, political or financial conditions which has an effect on the U.S. financial markets or the international financial markets that, in the case 24 of any event described in this clause (iv), (v), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed on the terms and in the Preliminary Memorandum, manner contemplated by this Agreement, the Offering Memorandum Disclosure Package or the Final Memorandum, exclusive of any amendment or supplement thereto. Prospectus. (b) Termination of this Agreement pursuant to this Section 10 9 shall be without liability of any party to any other party except as provided in Sections 5 and 8 5(b) hereof. View More Arrow
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Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Purchaser and Company or (b) by either Purchaser or Company if (i) a breach of any provision of this Agreement has been committed by the other party and such breach has not been cured within 10 days following receipt by the breaching party of written notice of such breach, or (ii) the Closing does not occur by July 1, 2015. Upon termination, all further obligations of the parties under this... Agreement shall terminate without liability of any party to the other parties to this Agreement, except that no such termination shall relieve any party from liability for any fraud or willful breach of this Agreement. View More Arrow
Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Purchaser the Buyer, the Sellers and Company the Manager or (b) by either Purchaser the Buyer or Company the Sellers if (i) a breach of any provision of this Agreement has been committed by the other party and such breach has not been cured within 10 30 days following receipt by the breaching party and the Manager of written notice of such breach, or (ii) the Closing does not occur by July 1,... 2015. breach. Upon termination, all further obligations of the parties under this Agreement shall terminate without liability of any party to the other parties to this Agreement, except that no such termination shall relieve any party from liability for any fraud or willful breach of this Agreement. View More Arrow
Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Purchaser Buyer and Company the Sellers or (b) by either Purchaser Buyer or Company the Sellers if (i) a breach of any provision of this Agreement has been committed by the other party and such breach has not been cured within 10 30 days following receipt by the breaching party of written notice of such breach, or (ii) the Closing does not occur by July 1, 2015. January 30, 2017 (the "Outside... Date"). Upon termination, all further obligations of the parties under this Agreement shall terminate without liability of any party to the other parties to this Agreement, except that no such termination shall relieve any party from liability for any fraud or willful breach of this Agreement. View More Arrow
Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Purchaser Buyer and Company Seller or (b) by either Purchaser Buyer or Company Seller if (i) a breach of any provision of this Agreement has been committed by the other party Party and such breach has not been cured within 10 30 days following receipt by the breaching party Party of written notice of such breach, or (ii) the Closing does not occur by July 1, 2015. the Closing Date. Upon... termination, all further obligations of the parties Parties under this Agreement shall terminate without liability of any party Party to the other parties Parties to this Agreement, except that no such termination shall relieve any party Party from liability for any fraud or willful breach of this Agreement. 5 10. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. View More Arrow
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Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, 5 hereof, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, 5 hereof, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
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Termination. The Initial Purchaser may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) (No Material Adverse Change), 7(d) (No Hostilities) or 7(e) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial Purchaser shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable Closing Date if any condition described in... Section 7 is not fulfilled or waived in writing by the Initial Purchaser on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to the Initial Purchaser, except that the Company shall be obligated to reimburse the Initial Purchaser for all documented out-of-pocket expenses reasonably incurred, unless the termination results from any of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, or (b) the Initial Purchaser to the Company, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination. View More Arrow
Termination. The Initial Purchaser may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) 7(d) (No Material Adverse Change), 7(d) 7(e) (No Hostilities) or 7(e) 7(f) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial Purchaser shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable Closing Date if any condition... described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to the Initial Purchaser, except that the Company shall be obligated to reimburse the Initial Purchaser for all documented out-of-pocket expenses reasonably incurred, unless incurred by the termination results from any Initial Purchaser in connection with this Agreement and proposed purchase of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), Securities, and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, Purchaser the or (b) the Initial Purchaser to the Company, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 8(f) and 10 hereof shall at all times be effective and shall survive such termination. View More Arrow
Termination. The Initial Purchaser Purchasers may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) (No Material Adverse Change), 7(d) (No Hostilities) or 7(e) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable Closing Date if any... condition described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser Purchasers on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to the Initial Purchaser, Purchasers, except that the Company shall be obligated to reimburse the Initial Purchaser Purchasers for all documented out-of-pocket expenses reasonably incurred, unless (including fees and disbursements of Latham & Watkins LLP, counsel to the termination results from any Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), Securities, and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, Purchasers or (b) the Initial Purchaser Purchasers to the Company, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination. View More Arrow
Termination. The Initial Purchaser Purchasers may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) 7(e) (No Material Adverse Change), 7(d) Effect), 7(f) (No Hostilities) or 7(e) 7(g) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable... Closing Date if any condition described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser on or prior to the applicable Closing Date. Agreement. Any termination pursuant to this Section shall be without liability on the part of (a) the Company or the Guarantors to the any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of each Initial Purchaser pursuant to Section 5(f) hereof (including reasonable fees and expenses for all documented out-of-pocket expenses reasonably incurred, unless the termination results from any of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), and upon demand the Company shall pay the full amount thereof to counsel for the Initial Purchaser, Purchasers) or (b) the each Initial Purchaser to the Company, Company or the Guarantors; except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination. View More Arrow
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Termination. The obligations of the Placement Agent and the Purchasers hereunder and under the Subscription Agreements may be terminated by the Placement Agent, in its absolute discretion by notice given to the Company prior to delivery of and payment for the Units if, prior to that time, any of the events described in Section 6(c) have occurred or if the Purchasers shall decline to purchase the Units for any reason permitted under this Agreement or the Subscription Agreements. The Company hereby... acknowledges that in the event that this Agreement is terminated by the Placement Agent pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto. View More Arrow
Termination. The obligations of the Placement Agent Agents and the Purchasers hereunder and under the Subscription Agreements may be terminated by the Placement Agent, Representative, in its absolute discretion by notice given to the Company prior to delivery of and payment for the Units Stock if, prior to that time, any of the events described in Section 6(c) Sections 7(i) and 7(k) have occurred or if the Purchasers shall decline to purchase the Units Stock for any reason permitted under this Agreement or... the Subscription Agreements. The Company hereby acknowledges that in the event that this Agreement is terminated by the Placement Agent Representative pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto. 27 10. REIMBURSEMENT OF PLACEMENT AGENTS' EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Sections 9, (b) the Company shall fail to tender the Stock for delivery to the Purchasers for any reason not permitted under this Agreement or the Subscription Agreements, (c) the Purchasers shall decline to purchase the Stock for any reason permitted under this Agreement or the Subscription Agreements or (d) the sale of the Stock is not consummated because any condition to the obligations of the Placement Agents or the Purchasers set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 6, the Company shall reimburse the Placement Agents for the fees and expenses of Placement Agents' counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by it in connection with this Agreement and the proposed purchase of the Stock, including, without limitation, travel and lodging expenses of the Placement Agents, and upon demand the Company shall pay the full amount thereof to the Representative; provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in an amount in excess of $25,000 in the aggregate. View More Arrow
Termination. The obligations of the Placement Agent and the Purchasers hereunder and under the Subscription Agreements may be terminated by the Placement Agent, in its absolute discretion by notice given to the Company prior to delivery of and payment for the Units Notes if, prior to that time, any of the events described in Section 6(c) 7 have occurred or if the Purchasers shall decline to purchase the Units Notes for any reason permitted under this Agreement or the Subscription Agreements. The Company... hereby acknowledges that in the event that this Agreement is terminated by the Placement Agent pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto. View More Arrow
Termination. The obligations of the Placement Agent and the Purchasers Agents hereunder and under the Subscription Agreements may be terminated by the Placement Agent, Representative, in its absolute discretion by notice given to the Company prior to delivery of and payment for the Units Securities if, prior to that time, any of the events described in Section 6(c) Sections 6(l), 6(m), or 6(n) have occurred or if the Purchasers shall decline to purchase the Units for any reason permitted under this... Agreement or the Subscription Agreements. The Company hereby acknowledges that Securities Purchase Agreement. 26 9. REIMBURSEMENT OF PLACEMENT AGENTS' EXPENSES. Notwithstanding anything to the contrary in the event that this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8, (b) the Company shall fail to tender the Units for delivery to the Purchasers for any reason not permitted under this Agreement, (c) the Purchasers shall decline to purchase the Units for any reason permitted under this Agreement or (d) the sale of the Units is terminated by not consummated because any condition to the obligations of the Placement Agent pursuant to Agents set forth herein is not satisfied or because of the terms hereof, the Subscription Agreements shall automatically terminate without any further action refusal, inability or failure on the part of the parties thereto. Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then, in addition to the payment of out-of-pocket expenses in accordance with Section 5, the Company shall reimburse the Placement Agents for the fees and expenses of the Placement Agents' counsel and for such other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Shares, and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Placement Agents. View More Arrow
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Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including the... reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank Financial or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank Financial or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank Financial and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable... out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank Financial and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank Financial and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank Financial or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank Financial or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank Financial or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank Financial and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable... out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank Financial and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank Financial and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank Financial or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank Financial or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank Financial or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank Financial and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable... out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank Financial and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank Financial and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank Financial or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
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Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Agreement is terminated in accordance with its terms prior to the Closing.
Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.
Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Agreement is terminated in accordance with its terms prior to the Closing. Closing under the Business Combination Agreement.
Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Merger Agreement is terminated in accordance with its terms prior to the Closing.
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Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days' notice, unless the breach is cured within the notice period. Either party may also terminate this Agreement at any time, with or without cause, upon five (5) days' notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such... termination. Sections 2 (subject to the limitations set forth in Section 2(c) through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. View More Arrow
Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) ten (10) days' notice, unless the breach is cured within the notice period. Either party Company also may also terminate this Agreement at any time, with or without cause, upon five (5) fifteen (15) days' notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services... completed prior to notice of such termination. Sections 2 (subject to the limitations set forth in Section 2(c) 2.c) through 8 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. Notwithstanding anything to the contrary herein or in the Separation Agreement (as defined below), if Company were to terminate this Agreement prior to November 2, 2018 for any reason other than upon a determination by Company that Consultant failed to perform his duties hereunder to Company's reasonable satisfaction, Consultant shall be permitted to seek or commence employment with another entity after such termination, provided that Consultant shall not announce such employment prior to January 1, 2019, without the Company's prior written consent. View More Arrow
Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days' notice, unless the breach is cured within the notice period. immediately. Either party may also terminate this Agreement at any time, with or without cause, upon five (5) thirty (30) days' notice, but, if (and only if) such termination is without cause, notice. Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services... completed prior to notice of such termination. Sections 2 (subject to the limitations set forth in Section 2(c) 2(c)) through 8 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. View More Arrow
Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) 10 days' notice, unless the breach is cured within the notice period. Either party Company also may also terminate this Agreement at any time, with or without cause, upon five (5) 30 days' notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to... notice of such termination. Sections 2 (subject (including without limitation the obligation to the limitations set forth in Section 2(c) preserve Company's Proprietary Information against non-use and disclosure) through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. View More Arrow
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