Proposed Termination and Proposed Replacement Clause Samples

Proposed Termination and Proposed Replacement. (a) The Issuer and the Existing O&M Contractor have agreed to terminate the Existing O&M Agreement and the Issuer is now seeking to: (i) terminate the Existing O&M Agreement with the Existing O&M Contractor by entering into a termination agreement (the Proposed Termination); and (ii) replace the Existing O&M Agreement (and associated credit support) with an operation and maintenance contract (and associated credit support) on terms no less favourable to the Issuer than the Existing O&M Agreement (the New O&M Agreement) to be entered into with EDS HV Management Limited as the replacement O&M Contractor (and with replacement credit support to be provided by ▇▇▇▇▇ ▇▇▇▇▇▇ and Sons plc (the Proposed Replacement) for a term equal to the unexpired term of the Existing O&M Agreement; (iii) amend the Professional Services Agreement to include terms relating to the provision of General Management services in place of those similar services currently provided under the terms of the Existing O&M Agreement). Such provisions are currently contained in the Existing O&M Agreement (the Proposed PSA Amendment); and (iv) document certain consequential changes to relevant definitions by entering into a deed of amendment to the Master Definitions Agreement (the Proposed MDA Amendment). (b) The Issuer believes that the Proposed Termination, the Proposed Replacement, the Proposed PSA Amendment and the Proposed MDA Amendment are in the best interests of the Project, and those steps would not have a materially adverse effect on the Issuer or the Project as a whole or on the Issuer’s ability to meet the Default Ratio Levels. The Issuer also certifies that, in its opinion, the New O&M Agreement is on terms no less favourable to the Issuer than the Existing O&M Agreement. (c) The Issuer is therefore seeking the consent of the Security Trustee (acting in accordance with the STID Decision Making Protocol) to the Proposed Termination, the Proposed Replacement, the Proposed PSA Amendment and the Proposed MDA Amendment (together, the O&M Consent Request).
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Related to Proposed Termination and Proposed Replacement

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

  • Prior Conduct of Proposed Transferee Notwithstanding any other provision of this Section 22, if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

  • Term Termination and Survival 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to ▇▇▇ upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) ▇▇▇ fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after ▇▇▇’s receipt of written notice of nonpayment; (b) ▇▇▇ fails to timely achieve, complete, or pass any of the ▇▇▇ Caravan STC Milestone Requirements by the applicable ▇▇▇ Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable ▇▇▇ Completion Dates shall be equitably adjusted to the extent ▇▇▇ is not able to achieve, complete or pass any ▇▇▇ Caravan STC Milestone Requirement or such ▇▇▇ Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding ▇▇▇ Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of ▇▇▇ by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by ▇▇▇ or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of ▇▇▇ by a TAI competitor, (iii) a sale of all or substantially all of the assets of ▇▇▇, (iv) a material change of ▇▇▇’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of ▇▇▇;

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • Effective Date Term Termination and Disconnection 3.1 Effective Date This Agreement shall become effective upon execution by all Parties.