Matters Regarding Termination and Release Sample Clauses
Matters Regarding Termination and Release
Termination and Release (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.
Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement. (ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.
Following Termination 10.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination; 10.2.2 the Broker will make all reasonable efforts to provide the Underwriting Agent with contact details for any Insured or other party with whom the Underwriting Agent has contracted in the conduct of Insurance Business where:- 10.2.2.1 the Broker has acted as the agent of the Underwriting Agent; or 10.2.2.2 where such information is reasonably required in order for the Underwriting Agent to carry out its obligations in relation to Insurance Business concluded in accordance with this Agreement. 10.2.3 Where permissible the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business subject to this Agreement until all Insurance Business has expired or has otherwise been terminated.
Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:
PROVISIONS SURVIVING TERMINATION The provisions of Sections 10, 14, 16, 21 and 29 of this Agreement shall survive termination of this Agreement for any reason.