Termination Contract Clauses (53,080)

Termination. (a) No Party may exercise any of its respective termination rights as set forth in Section 8 or Section 10 10, or Section 11 hereof, as applicable, if such Party has failed to perform or comply in all material respects with the terms and conditions of this Agreement (unless such failure to perform or comply arises as a result of another Party's actions or inactions), with such failure to perform or comply causing, or resulting in, the occurrence of the Termination Event specified herein. (b)... Upon the termination of this Agreement pursuant to Section 8, Section 9, Section 10, or Section 10 11 hereof, or the exercise of a Caesars Party's fiduciary duty pursuant to Section 21 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. Upon the termination of this Agreement pursuant to Section 34 hereof, the terminating Consenting Creditor shall be released from its commitments, undertakings, and agreements under or relating to this Agreement, and there shall be no liability or obligation on the part of such Consenting Creditor. Notwithstanding anything herein to the contrary, the termination of this Agreement by a Consenting Creditor under Section 34 hereof shall not be deemed a termination of this Agreement for purposes of the Backstop Commitment Agreement. (c) Notwithstanding Section 11(b) 12(b) 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, including but not limited to CEC's and the Company's obligations to pay the First Lien Professional Fees, 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 14 15 hereof, in which case such Termination Event so waived shall be deemed not to have occurred, 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 22 such waiver. Upon a Termination Event that releases a Consenting Second Lien Creditor from its commitments, undertakings, and agreements under or related to this Agreement (as set forth in Section 11(b)), 12(b)), unless otherwise agreed to in writing by such Consenting Second Lien Creditor, any and all votes, approvals, or consents delivered by such Consenting Second Lien Creditor and, as applicable, its Affiliates, subsidiaries, managed funds, representatives, agents, 28 and employees in connection with the Restructuring prior to such termination date shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Company. View More

Termination. This Agreement may be terminated only as follows: (a) If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 10(f), 10(g) and 10(h) hereof), creditors, this... Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person. (b) In the event that the Commencement Closing shall not have occurred on or before February 29, 2016, April 10, 2019, due to the failure to satisfy the conditions set forth in Sections 7 and 8 above with respect to the Commencement, Closing, either the Company Company, on the one hand, or any Investor, on the Investor other hand, shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any party to any other party (except as set forth below); provided, however, 25 that the right to terminate this Agreement under this Section 11(b) 10(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c) or Section 8(e), 8(d), as applicable, could not then be satisfied. 23 (c) At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a "Company Termination Notice") to the Investor electing to terminate this Agreement without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor. (d) This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). (e) If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). Except as set forth in Sections 11(a) (in respect of an Event of Default under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any Any termination of this Agreement pursuant to this Section 11 10(b) shall be effected by written notice from the Company to each of the Investor, Investors, or the any Investor to the Company, Company and each of the other Investors, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor Investors contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 10 and 12 11, shall survive the Commencement Closing and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company's or the Investor's rights or obligations under (A) this Agreement with respect to pending Regular Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the any Investor from any liability for intentional misrepresentation or willful breach by such party of any of the Transaction Documents. Documents to which it is a party. View More

Termination. This Agreement may be terminated only as follows: (a) If a. By the Buyer any time or an Event of Default exists without any liability or payment to the Company. However, if pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors creditors, (any of which would be an Event of Default as described in Sections 10(f), 10(g) 9(f), 9(g) and 10(h) hereof), 9(h)) this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person. (b) No such termination of this Agreement under this Section 10(a) shall affect the Company's or the Buyer's obligations under this Agreement with respect to pending Purchases and the Company and the Buyer shall complete their respective obligations with respect to any pending Purchases under this Agreement. b. In the event that the Commencement shall not yet have occurred, the Company shall have the option to terminate this Agreement for any reason or for no reason without any liability whatsoever of either party to the other party under this Agreement. c. In the event that the Commencement shall not have occurred on or before February 29, 2016, within thirty (30) Business Days of the effective date of the Registration Statement, due to the failure to satisfy any of the conditions set forth in Sections 6 and 7 and 8 above with respect to the Commencement, either the Company or the Investor party shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any either party to any other party (except as set forth below); party; provided, however, that the right to terminate this Agreement under this Section 11(b) 10(c) shall not be available to any either party if such party failure to satisfy any of the conditions set forth in Sections 6 and 7 is then in the result of a breach of any covenant or agreement contained in this Agreement by such party or the failure of any representation or warranty of such party contained included in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c) or Section 8(e), as applicable, could not then be satisfied. 23 (c) all material respects. d. At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a "Company Termination Notice") to the Investor Buyer electing to terminate this Agreement without any liability whatsoever of any either party to any the other party under this Agreement (except as set forth below). Agreement. The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor. (d) Buyer. e. This Agreement shall automatically terminate on the date that the Company sells sells, and the Investor Buyer purchases the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). (e) If, Agreement. f. If by the Maturity Date, for any reason or for no reason, the full Available Amount under this Agreement has not been purchased as provided for in accordance with Section 2 of this Agreement by the Maturity Date, 1, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). Agreement. Except as set forth in Sections 11(a) Section 10(a) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 10(e) and 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 10 shall be effected by written notice from the Company to the Investor, Buyer, or the Investor Buyer to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company's or the Investor's rights or obligations under (A) this Agreement with respect to pending Regular Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents. View More

Termination. This Agreement may be terminated only as follows: (a) If a. By the Buyer any time an Event of Default exists without any liability or payment to the Company. However, if pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors creditors,... (any of which would be an Event of Default as described in Sections 10(f), 10(g) 9(f), 9(g) and 10(h) hereof), 9(h)) this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person. (b) No such termination of this Agreement under 15 this Section 10(a) shall affect the Company's or the Buyer's obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective obligations with respect to any pending purchases under this Agreement. b. In the event that the Commencement shall not yet have occurred, the Company shall have the option to terminate this Agreement for any reason or for no reason without any liability whatsoever of either party to the other party under this Agreement. c. In the event that the Commencement shall not have occurred on or before February 29, 2016, within ten (10) Business Days of the effective date of the Registration Statement, due to the failure to satisfy any of the conditions set forth in Sections 6 and 7 and 8 above with respect to the Commencement, either the Company or the Investor party shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any either party to any other party (except as set forth below); party; provided, however, that the right to terminate this Agreement under this Section 11(b) 10(c) shall not be available to any either party if such party failure to satisfy any of the conditions set forth in Sections 6 and 7 is then in the result of a breach of any covenant or agreement contained in this Agreement by such party or the failure of any representation or warranty of such party contained included in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c) or Section 8(e), as applicable, could not then be satisfied. 23 (c) all material respects. d. At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a "Company Termination Notice") to the Investor Buyer electing to terminate this Agreement without any liability whatsoever of any either party to any the other party under this Agreement (except as set forth below). Agreement. The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor. (d) Buyer. e. This Agreement shall automatically terminate on the date that the Company sells sells, and the Investor Buyer purchases the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). (e) If, Agreement. f. If by the Maturity Date, for any reason or for no reason, the full Available Amount under this Agreement has not been purchased as provided for in accordance with Section 2 of this Agreement by the Maturity Date, 1, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). Agreement. Except as set forth in Sections 11(a) Section 10(a) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 10(e) and 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 10 shall be effected by written notice from the Company to the Investor, Buyer, or the Investor Buyer to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company's or the Investor's rights or obligations under (A) this Agreement with respect to pending Regular Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents. View More

Termination. The Employee's employment hereunder shall terminate upon the earliest to occur of any one of the following: -4- (A) The expiration of the initial term of this Agreement, or any extended term of this Agreement by written notice of termination as provided in Paragraph (4) hereof; or (B) By the Bank for cause, after thirty (30) days written notice to Employee. Cause for purposes of this Agreement shall mean as follows: (i) An act of dishonesty, willful disloyalty or fraud by the Employee that the... Bank determines is detrimental to the best interests of the Bank; or (ii) The Employee's continuing inattention to, neglect of, or inability to perform, the duties to be performed under this Agreement, or (iii) Any other breach of the Employee's covenants contained herein or of any of the other terms and provisions of this Agreement, or (iv) The deliberate and intentional engaging by the Employee in gross misconduct which is materially and demonstrably injurious to the Bank. (C) Employee shall have the right to terminate this Agreement and his active employment hereunder at any time upon ninety (90) days written notice to the Bank. (D) Upon the death of Employee, this Agreement shall automatically terminate. View More

Termination. The Executive's employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement only under the following circumstances: (a) upon the death of the Executive; (b) upon the permanent disability of the Executive if such disability renders the Executive incapable of performing his duties; (c) upon ten days' three weeks' prior written notice by the Company to the Executive; or (d) upon ten days' three weeks' prior written... notice by the Executive to the Company; or (e) upon Company. However, neither the last date of Company nor the Employee shall terminate the Agreement Term. under (c) or (d) prior to August 30, 2014. View More

Termination. The Executive's employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement only under the following circumstances: (a) upon the death of the Executive; (b) upon the permanent disability of the Executive if such disability renders the Executive incapable of performing his her duties; (c) with or without Cause, upon ten 30 days' prior written notice by the Company to the Executive; (d) upon ten 30 days' prior... written notice by the Executive to the Company; or (e) upon the last date day of the Agreement Term. View More

Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of the Company Converting Entity if, in the opinion of the Board of Directors of the Company, Converting Entity, such action would be in the best interests of the Company Converting Entity and its stockholders. In the event of termination of this Plan, this Plan shall become void and of no further force or effect.

Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of the Company Converting Entity if, in the opinion of the Board of Directors of the Company, Converting Entity, such action would be in the best interests of the Company Converting Entity and its stockholders. In the event of termination of this Plan, this Plan shall become void and of no effect. further force or effect 10. Third... Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided herein. View More

Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of the Company Converting Entity if, in the opinion of the Board of Directors of the Company, Converting Entity, such action would be in the best interests of the Company Converting Entity and its stockholders. In the event of termination of this Plan, this Plan shall become void and of no effect. further force or effect 10.... Third-Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided herein. View More

Termination. (a) At the end of the three-year term effective August 15, 2017, this Agreement shall be renewed upon the mutual agreement of the Executive and the Company by both parties agreeing in writing to such extension by no later than August 1, 2017. (b) This Agreement may be terminated by the Executive providing at least 90 days four weeks prior written notice to the Company. In the event of termination by the Executive pursuant to this subsection, the Company may immediately relieve the Executive of... all duties and immediately terminate this Agreement, or terminate the Agreement at some time during the 90 day 4 week notice period in the Company's sole discretion, provided that the Company shall pay the Executive at the then applicable Base Salary rate to the termination date included in the Executive's original termination notice. In the event of termination of this Agreement pursuant to this subsection (b), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (c) In (b) At any time after the Probationary Period, in the event that the Executive is in breach of any material obligation owed the Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, is convicted of any criminal act or engages in any act of moral turpitude, or does any act or omission which constitutes cause at common law, then the Company may summarily terminate this Agreement. In event of termination of this Agreement pursuant to this subsection (c), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (d) The (c) At any time after the Probationary Period, the Company may terminate this Agreement and the Executive's employment at any time during the term of this Agreement or any subsequent renewal thereof by providing the Executive with 90 days his entitlements pursuant to the Employment Standards Act of working notice or, in the Company's sole discretion, Base Salary in lieu of notice. During the period of British Columbia. The Executive will not be entitled to any further notice or pay in lieu or damages of notice, the Executive shall only be entitled to Base Salary and all other benefits, bonuses, incentive payments and perquisites will cease immediately upon the Executive's receipt any kind arising out of his notice of termination. The employment or the termination thereof and the Executive agrees that the Terms terms of this section satisfy all entitlements and rights that the Executive may have under contract, law or equity. (e) (d) Upon any termination of this Agreement for any reason whatsoever, the Executive shall immediately return to the Company any and all Confidential Information (as discussed in section 14 herein), books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, which are in the possession, charge, control or custody of the Executive. (f) In the event the Company is acquired, or is the non-surviving party in a merger, or sells all of or substantially all of its assets, this Agreement shall not be terminated and the Company agrees to use its best efforts to ensure that the transferee or surviving company is bound by the terms of this Agreement. View More

Termination. (a) This Agreement shall be terminated upon the happening of any of the following: (i)at the cessation of SMPR's business activities except as a result of a sale or merger; (ii)upon the mutual consent of the parties hereto; (iii)upon the death or disability of Employee; Employee, disability shall be defined as an inability to perform duties and responsibilities for One Hundred Twenty (120) consecutive days as a result of physical or mental illness or condition or loss of legal capacity; (iv)the... termination of this Agreement for any reason or no reason by the Company upon Thirty (30) days prior written notice to Employee. (v)the termination for any reason or no reason by Employee upon Thirty (30) days written notice to the Company. However, Employee cannot terminate this Agreement during a Restricted Period. (1)"Restricted "Restricted Period" shall mean the Thirty (30) day period immediately preceding the due date of a quarterly regulatory filing and the Sixty (60) day period immediately preceding the due date of an annual regulatory filing. The due date of the regulatory filing shall include any applicable extensions and extend until such quarterly or annual statement is filed. (b)Termination by Company for Cause. "Cause" for the purpose of this Agreement is defined as as: (i) an intentional act of fraud, embezzlement, theft or any other material violation of law committed by Employee; (ii) damage to Company's assets; (iii) disclosure of Company's confidential information; (iv) breach of Employee's obligations under this Agreement; (v) intentional engagement in any competitive activity which would constitute a breach of Employee's duty of loyalty or of Employee's obligations under this Agreement; (vi) breach of any of Company's policies; (vii) the willful and continued failure to substantially perform Employee's duties for Company (other than as a result of incapacity due to physical or mental illness); (viii) (vii) willful conduct by Employee that is materially injurious to Company, monetarily or otherwise, or (ix) (viii) failure to follow any reasonable written directives from the Board of Directors. Employee shall have Thirty (30) days after receipt of written notice from the Company setting forth the actions or circumstances constituting "Cause" to cure such actions or circumstances. 2 (c)If Employee is terminated under Section 6(a)(i)-(iv), Employee 6(a)(i)-(iii), Employee's options shall receive Three (3) months severance. If Employee is terminated under Section 6(a)(v) or 6(b) then Company shall pay Employee any earned but unpaid compensation as of vest, expire and be exercisable pursuant to the Date of this Termination within Thirty (30) days of such date. Stock Option Grant. "Date of Termination" shall mean the final date of Employee's employment, not the date of notice of termination. View More

Termination. The Company may, without prejudice to Consultant may terminate Agreement for any right or remedy it may have due to any failure of the Consultant to perform his obligations under this Agreement, terminate the Consultation Period reason upon 30 days' days prior written notice to the Consultant. Company. The Company may terminate Agreement if Consultant is not able to perform due to other full-time employment, death or disability. In the event of such termination, the Consultant shall be entitled... to payment for services Services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 3.2. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period, effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach this Agreement or the agreements referenced in any provision of Section 6. 7. View More

Termination. The Company or the Consultant may, without prejudice to any right or remedy it the Company may have due to any failure of the Consultant to perform his obligations under this Agreement, terminate the Consultation Period upon 30 days' prior written notice to the Consultant. other party. In the event of such termination, the Consultant shall be entitled to payment for services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on... reimbursement of expenses set forth in Section 3.2. 4. Notwithstanding the foregoing, the Company may terminate the Consultation Period, effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach this Agreement or the agreements referenced in Section 6. 8. View More

Termination. This Agreement and the security interest interests in the Collateral Escrowed Property evidenced by this Agreement shall terminate automatically and be of no further force or effect upon the distribution of all Escrowed Property in accordance with Section 3 hereof; provided, however, that the obligations of the Issuers under Section 2(c) and Section 5 (and any existing claims thereunder) shall survive termination of this Agreement and the resignation or removal of the Escrow Agent. At such... time, upon the written request of either Issuer (or, the Issuer, Company following the Finance I Merger or the Finance II Merger, as applicable), the Escrow Agent shall deliver to the Issuers or the Company all of the Escrowed Property hereunder that has not been disbursed or applied by the Escrow Agent in accordance with the terms of this Agreement and the applicable Indenture. Such delivery shall be without warranty by or recourse to the Escrow Agent in its capacity as such, except as to the absence of any liens on the Escrowed Property created by the Escrow Agent, and shall be at the sole expense of the Issuers. Notwithstanding any other provision of this Agreement, upon the merger of an Issuer into the Company, with the Company as the surviving corporation, any joint obligations of the Issuers hereunder 21 shall thereafter be several (and not joint) obligations of the Company and the remaining Issuer. View More

Termination. This Agreement and the security interest in the Collateral Escrowed Property evidenced by this Agreement shall terminate automatically and be of no further force or effect upon the distribution of all Escrowed Property in accordance with Section 3 hereof; provided, however, that the obligations of the Issuers Borrower under Section 2(c) and Section 5 (and any existing claims thereunder) shall survive termination of this Agreement and the resignation or removal of the Escrow Agent. At such time,... upon the written request of the Issuer, Borrower, the Escrow Agent shall deliver to the Issuers Borrower all of the Escrowed Property hereunder that has not been disbursed or applied by the Escrow Agent in accordance with the terms of this Agreement and the Indenture. Credit Agreement. Such delivery shall be without warranty by or recourse to the Escrow Agent in its capacity as such, except as to the absence of any liens on the Escrowed Property created by the Escrow Agent, and shall be at the sole expense of the Issuers. Borrower. View More

Termination. This Agreement shall terminate as of the later of (i) (a) ten (10) years after Indemnitee ceases to serve as a director and/or officer officer, as applicable, of the Company, Corporation, or (ii) (b) one (1) year after the final adjudication by a court of competent jurisdiction evidenced by a final non-appealable order with respect to any Proceeding or any claim, issue or matter involved in any Proceeding in respect of which Indemnitee is granted rights of indemnification of Indemnifiable... Amounts or advancement of expenses hereunder. Expenses under this Agreement. View More

Termination. This Agreement shall terminate as of the later of (i) (a) ten (10) years after Indemnitee ceases to serve as a director and/or or officer of the Company, or (ii) (b) one (1) year after the final adjudication by a court of competent jurisdiction evidenced by a final non-appealable order with respect to any Proceeding or any claim, issue or matter involved in any Proceeding in respect of which Indemnitee is granted rights of indemnification or advancement of expenses hereunder.