Satisfaction and Termination Sample Clauses

Satisfaction and Termination. ▇▇▇▇▇▇▇▇▇▇▇ and the Company agree to the satisfaction and termination of the Securicor Bonus Letter and any further payments with respect thereto, in exchange for the payment to ▇▇▇▇▇▇▇▇▇▇▇ by the Company of the additional sum of Two Million Dollars ($2,000,000). The Company agrees to make such payment to ▇▇▇▇▇▇▇▇▇▇▇ at the time of the execution and delivery of this Agreement. ▇▇▇▇▇▇▇▇▇▇▇ agrees that, upon payment by the Company in accordance with this Section 1(b), the Securicor Bonus Letter shall be fully satisfied and terminated.
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Satisfaction and Termination. 3.1 Any and all principal, interest, fees, indemnities, expenses and other obligations of Aradigm or Assignor, whether now owing, future or contingent or otherwise, under the Loan Agreement, the Pledge Agreement, the Indemnity Guaranty, the Management Agreement, the Administrative Services Agreement, the Servicing Fee Subordination Agreement, any Notes, any other Security Document or any other Transaction Document and any other agreement, instrument or document executed, delivered or filed under or in connection with any of the foregoing (such amount, as to each Assignee, the “Debt”), shall be deemed irrevocably and indefeasibly paid and satisfied in full. 3.2 Each of the Loan Agreement, the Pledge Agreement, the Indemnity Guaranty, the Management Agreement, the Administrative Services Agreement, the Servicing Fee Subordination Agreement, any Notes, any other Security Document or any other Transaction Document and any other agreement, instrument or document executed, delivered or filed by, or on behalf of, Assignor or Aradigm under or in connection therewith shall automatically terminate and be of no further force or effect; provided that, for the avoidance of doubt and notwithstanding anything to the contrary in this Agreement or in any Transaction Document, neither the Transfer nor anything in this Agreement or the transactions contemplated hereby shall in any manner affect or otherwise modify either Aradigm’s rights with respect to the Retained Assets (as defined in the Purchase and Sale Agreement, dated as of June 21, 2011, by and between Assignor and Aradigm) or Aradigm’s obligations under the Zogenix Purchase Agreement (as defined in the Purchase and Sale Agreement, dated as of June 21, 2011, by and between Assignor and Aradigm), all of which were retained by Aradigm. 3.3 As promptly as reasonably practical after the date hereof, the Assignees shall, or shall cause the Agent to, execute and/or file (1) all UCC-3 termination statements to terminate all UCC financing statements in Agent’s or Assignees’ favor with respect to Assignor or Aradigm and any of the Collateral; and (2) any other documents, and take such other action, reasonably requested by Assignor or Aradigm and necessary to release or terminate any lien with respect to the Collateral.
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Satisfaction and Termination. Upon the payment in full of the Loan, as evidenced by the recording of an instrument of full satisfaction of the Deed of Trust, this Assignment shall be void and of no effect.
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Satisfaction and Termination. If the Borrower shall pay and discharge or provide, in a manner satisfactory to the Holders (as determined by Section 11.14 below), for the payment and discharge of the whole amount of the principal of and interest on the Project Notes at the time outstanding, and shall pay or cause to be paid all other Obligations, or shall make arrangements satisfactory to the Holders for such payment and discharge, then and in that case all property, rights and interest hereby or under the Loan Documents conveyed or assigned or pledged shall revert to the Borrower, and the estate, right, title and interest of the Holders therein shall thereupon cease, terminate and become void, subject, however, to any other liens or encumbrances then existing in favor of the Holders; and this Agreement and the other Loan Documents, and the covenants of the Borrower contained herein and therein, shall be discharged and the Holders in such case on demand of the Borrower and at its cost and expense, shall execute and deliver to the Borrower a proper instrument or proper instruments acknowledging the satisfaction and termination of the Loan Documents, and shall return the Project Notes (and the corresponding Project Bonds) marked paid or canceled.
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Satisfaction and Termination. Upon the payment in full of the Loan, as evidenced by the recording of a Satisfaction of the Deed To Secure Debt, this Agreement shall be void and of no effect.
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Satisfaction and Termination. (a) The Seller and the Buyer shall notify the other Party of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date promptly after it comes to its attention. (b) The Seller and the Buyer shall notify the other Party as soon as possible, and in any event within two (2) Business Days, on becoming aware that a Condition has been satisfied (to the extent capable of satisfaction). (c) The Long Stop Date shall be extended by three (3) months if, as a condition to the satisfaction of the ADM Condition or the Antitrust Condition, the ADM or any other applicable Regulatory Authority requires the divesture by a Buyer Group Company or an Acquired Entity of AWPs or VLTs. (d) If any of the Conditions are not satisfied or waived on or before the Long Stop Date (as extended by Clause 5.5(c)), the Parties shall be entitled to treat this Agreement as terminated, subject to, and on the basis set out in, Clause 12 (No Right to Rescind or Terminate).
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Satisfaction and Termination. Upon the payment in full of the Loan, as evidenced by the recording of a Satisfaction of the Deed To Secure Debt, this Agreement shall be cancelled.
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Satisfaction and Termination. If the Borrower shall pay and discharge
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Related to Satisfaction and Termination

  • Modification and Termination No agreement to modify, amend, extend, supersede, terminate, or discharge this Settlement Agreement, or any portion thereof, is valid or enforceable unless it is in writing and signed by all Parties to this Settlement Agreement.

  • Expiration and Termination This Agreement is for one academic year (August 1, 2018 through July 31, 2019) and will automatically renew for the following academic year unless terminated as indicated below by either party. a. Any party may terminate this Agreement by written notice to the other at any time if that other party: (i.) commits a breach of this Agreement and, has not yet remedied the breach within 14 days of being notified of the facts and circumstances giving rise to the breach; or

  • Liquidation and Termination On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

  • Duration and Termination This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

  • Resignation and Termination An Authenticating Agent may resign by notifying the Indenture Trustee and the Owner Trustee. The Indenture Trustee may terminate the agency of an Authenticating Agent by notifying the Authenticating Agent and the Owner Trustee.