Restriction of Right of Termination Sample Clauses

Restriction of Right of Termination. During or in respect of the Step-in Period, the Construction Contractor confirms to the Authority that it shall continue to observe and perform its duties and obligations under the Construction Contract and shall, without prejudice to Clause 5.1 (Rights of Termination), only be entitled to exercise its rights of termination under the Construction Contract: by reference to an Event of hubco Default arising during the Step-in Period provided that no event of default by hubco under the Design & Build Development Agreement (whether resulting in termination of the Design & Build Development Agreement or otherwise, and notwithstanding that it has occurred during the Step-in Period) shall entitle the Construction Contractor to exercise such rights of termination during the Step-in Period; or if the Authority, in breach of the terms of the Construction Contract, fails to pay when due any amount owed to the Construction Contractor or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking or fails to procure such payment or performance or discharge; or if such rights of termination arise in circumstances where there is no default under the Construction Contract by the Authority or the Construction Contractor. the Authority may, at any time, give the Construction Contractor at least [ thirty (30)] days' prior written notice to terminate the Step-in Period on a date specified in the notice (the "Step-out Date");
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Restriction of Right of Termination the Construction Contractor shall not be entitled to terminate the Construction Contract during the notice period specified in a Proposed Novation Notice. If the Proposed Novation Notice specifies the Authority as the Proposed Substitute, the Construction Contractor's consent to the novation shall be deemed to have been given automatically. Where the Proposed Substitute is not the Authority, a novation in accordance with a Proposed Novation Notice shall only be effective if the Construction Contractor consents to that novation in writing in accordance with Clause 4.3 (Grant of Consent) and Clause 5.1 (Rights of Termination) and the Authority shall (as soon as practicable) supply the Construction Contractor with the following information: the name and registered address of the Proposed Substitute; the names of the shareholders in the Proposed Substitute and the share capital owned by each of them; the names of the directors and the secretary of the Proposed Substitute; details of the means by which it is proposed to finance the Proposed Substitute (including the extent to which such finance is committed and any conditions precedent as to its availability for drawing); and the resources (including contractual arrangements) which are to be available to the Proposed Substitute to enable it to perform its obligations under the Construction Contract.
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Restriction of Right of Termination. During or in respect of the Step-in Period, the Contractor confirms to the Authority that it shall continue to observe and perform its duties and obligations under the Construction Contract and shall, without prejudice to Clause 5.1 (Rights of Termination), only be entitled to exercise its rights of termination under the Construction Contract: by reference to an Event of Project Co Default arising during the Step-in Period provided that no event of default by Project Co under the Design Build Finance and Maintain Agreement (whether resulting in termination of the Design Build Finance and Maintain Agreement or otherwise, and notwithstanding that it has occurred during the Step-in Period) shall entitle the Contractor to exercise such rights of termination during the Step-in Period; or if the Authority, in breach of the terms of the Construction Contract, fails to pay when due any amount owed to the Contractor or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking or fails to procure such payment or performance or discharge; or if such rights of termination arise in circumstances where there is no default under the Construction Contract by the Authority or the Contractor. the Authority may, at any time, give the Contractor at least [thirty (30)] days' prior written notice to terminate the Step-in Period on a date specified in the notice (the "Step-out Date"); the Authority shall give the Contractor at least [thirty (30)] days' prior written notice that (subject to Clause 4.4.2) the Step-in Period will end due to the occurrence (subject to Clause 4.7 (Extension of Step-in Period) of the first anniversary of the Step-in Date; provided that the Authority has performed and discharged in full or procured the performance and discharge in full of any obligations of Project Co under the Construction Contract in relation to the maintenance of records and the provision of reports during the Step-in Period so as to permit the Contractor to monitor the performance of Project Co's other obligations under the Construction Contract; and all liability under the Step-in Undertaking pursuant to any claims made up to the date specified in either Clause 1.1.1 or Clause 1.1.2 (as the case may be) shall have been fully and unconditionally discharged, the Authority shall be released from the Step-in Undertaking on the expiry of the Step-in Period in accordance with Clauses 1.1.1 and 1.1.2. Such release shall not a...
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Restriction of Right of Termination or 4.6 (Termination after Novation); or the Authority exercises its right to Step-out under Clause 1.1.1, the Service Provider shall, on and from the Step-out Date, be entitled to: exercise all of its rights under the Service Contract and act upon any and all grounds for termination available to it in relation to the Service Contract whenever occurring; and/or pursue any and all claims and exercise any and all rights and remedies against Project Co. Until completion of a novation pursuant to Clause 4.5 (Implementation of Novation) (unless the terms of such novation expressly preserve an obligation or liability of Project Co), Project Co shall continue to be liable for all its obligations and liabilities, whenever occurring, under or arising from the Service Contract notwithstanding: the service of a Step-in Notice or the issue of a Step-in Undertaking or the expiry of the Step-in Period or the release of a Step-in Undertaking; or the service of a Proposed Novation Notice; or any other provision of this Agreement.
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Restriction of Right of Termination. 5.1 Without prejudice to clause 5.2, during the period between the issue of a Termination Notice and the Step-in Date or the date on which the Authority's rights under clause 3 expire (whichever is the earlier) the Contractor undertakes to the Authority not to exercise any of its rights of termination under the ▇▇▇▇▇▇ Construction Contract. 5.2 During the Step-in Period the Contractor shall only be entitled to exercise its rights of termination under the ▇▇▇▇▇▇ Construction Contract:- 5.2.1 by reference to an event arising during (but not before) the Step-in Period; or 5.2.2 if the Authority fails to pay when due any amount owed to the Contractor or to perform any material obligation under the Step-in Undertaking and such failure is not remedied within fifteen (15) Business Days of notice thereof by the Contractor to the Authority or, where a remedy period in respect of the relevant failure is specified under the ▇▇▇▇▇▇ Construction Contract in accordance with that remedy period (subject to the last sentence of clause 3.5). 5.3 The Contractor undertakes to the Authority that, from the date on which the Authority would, but for the terms of the Funders' Direct Agreement, have been entitled to give a Termination Notice under the Service Contract, the Contractor shall not exercise any right of termination under or in respect of the ▇▇▇▇▇▇ Construction Contract, unless and until the periods referred to in clause 2.2 have expired without the Authority having issued a written notice of its intention to exercise its rights under this Agreement.
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Restriction of Right of Termination. During or in respect of the Step-in Period, the Contractor confirms to the Authority that it shall continue to observe and perform its duties and obligations under the Construction Contract and shall, without prejudice to Clause 5.1 (Rights of Termination), only be entitled to exercise its rights of termination under the Construction Contract: by reference to an Event of DBFM Co Default arising during the Step-in Period provided that no event of default by DBFM Co under the Design Build Finance and Maintain Agreement (whether resulting in termination of the Design Build Finance and Maintain Agreement or otherwise, and notwithstanding that it has occurred during the Step-in Period) shall entitle the Contractor to exercise such rights of termination during the Step-in Period; or if the Authority, in breach of the terms of the Construction Contract, fails to pay when due any amount owed to the Contractor or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking or fails to procure such payment or performance or discharge; or if such rights of termination arise in circumstances where there is no default under the Construction Contract by the Authority or the Contractor. The Authority may, at any time, give the Contractor at least [thirty (30)] days' prior written notice to terminate the Step-in Period on a date specified in the notice (the "Step-out Date"). The Authority shall give the Contractor at least [thirty (30)] days' prior written notice that (subject to Clause 4.4.2) the Step-in Period will end due to the occurrence (subject to Clause 4.7 (Extension of Step-in Period) of the first anniversary of the Step-in Date. provided that: the Authority has performed and discharged in full or procured the performance and discharge in full of any obligations of DBFM Co under the Construction Contract in relation to the maintenance of records and the provision of reports during the Step-in Period so as to permit the Contractor to monitor the performance of DBFM Co's other obligations under the Construction Contract; and all liability under the Step-in Undertaking pursuant to any claims made up to the date specified in either Clause 3.4.1 or Clause 3.4.2 (as the case may be) shall have been fully and unconditionally discharged.
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Related to Restriction of Right of Termination

  • Termination of Rights The Right of First Refusal and the Company's right to repurchase the Shares in the event of an involuntary transfer pursuant to Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). Upon termination of the Right of First Refusal and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • Right of Termination This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.