Incorporation by Reference; Additional Events of Termination Clause Samples

Incorporation by Reference; Additional Events of Termination. If any of the events specified in subsection (a) or subsection (b) below ("Events of Termination") shall occur and be continuing: (a) The text set forth in Sections 7.01(a) through (q) of the Primary Purchase Agreement is incorporated herein by reference as if set forth herein in its entirety, except that each reference to the "Secondary Purchase Agreement" shall be deemed to be a reference to the "Primary Purchase Agreement", each use of the word "hereunder", "hereof" or "herein" shall be deemed to be a reference to this Agreement and any reference to a "Purchaser", the "Required
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Incorporation by Reference; Additional Events of Termination. If any of the events specified in subsection (a) or subsection (b) below ("Events of Termination") shall occur and be continuing: (a) The text set forth in Sections 7.01(a) through (q) of the Primary Purchase Agreement is incorporated herein by reference as if set forth herein in its entirety, except that each reference to the "Secondary Purchase Agreement" shall be deemed to be a reference to the "Primary Purchase Agreement", each use of the word "hereunder", "hereof" or "herein" shall be deemed to be a reference to this Agreement and any reference to a "Purchaser", the "Required Purchasers" or the "Purchasers" shall be deemed to be a reference to a "Secondary Purchaser", the "Required Secondary Purchasers" or the "Secondary Purchasers"); or
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Incorporation by Reference; Additional Events of Termination. If any of the events specified in subsection (a) or subsection (b) below (“Events of Termination”) shall occur and be continuing: (a) The text set forth in Sections 7.01(a) through (r) of the Primary Purchase Agreement is incorporated herein by reference as if set forth herein in its entirety, except that each reference to the “Secondary Purchase Agreement” shall be deemed to be a reference to the “Primary Purchase Agreement”, each use of the word “hereunder”, “hereof” or “herein” shall be deemed to be a reference to this Agreement and any reference to a “Purchaser”, the “Required Purchasers” or the “Purchasers” shall be deemed to be a reference to a “Secondary Purchaser”, the “Required Secondary Purchasers” or the “Secondary Purchasers”); or (b) the occurrence or declaration of an “Event of Termination” under the Primary Purchase Agreement, unless cured or waived; then, and in any such event, at the direction of the Required Secondary Purchasers, the Administrative Agent shall, by notice to the Seller, take either or both of the following actions: (x) declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred), and (y) designate another Person to succeed Georgia-Pacific as the Collection Agent, subject to the approval of the Secondary Purchasers; provided, that automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in subsection (i) of this Section 7.01, the Facility Termination Date shall occur. Upon any such declaration or designation or upon any such automatic termination, (i) each Receivables Pool shall be fixed as of the Business Day immediately preceding the Facility Termination Date and the Collection Agent shall prepare and forward to each Secondary Purchaser and the Administrative Agent, within one Business Day after the Facility Termination Date, an Investor Report relating to each Receivable Interest outstanding on the Business Day immediately preceding the Facility Termination Date, and (ii) the Secondary Purchasers and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.
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Related to Incorporation by Reference; Additional Events of Termination

  • Incorporation by Reference, Etc The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.

  • Definitions and Incorporation by Reference 1 Section 1.01. Definitions.......................................................................1

  • Incorporation by Reference All terms, provisions and agreements set forth in the Standard Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Trust Agreement are inconsistent with the terms of the Standard Trust Terms, the terms set forth in Article 2 herein shall apply.

  • Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.