Termination and Release Sample Clauses
The 'Termination and Release' clause defines the conditions under which a contract may be ended and the parties are released from their obligations. Typically, this clause outlines the specific events or breaches that allow either party to terminate the agreement, and it may specify the procedures for providing notice or settling outstanding matters. Its core function is to provide a clear mechanism for ending the contractual relationship and to ensure that both parties understand when and how their duties and liabilities are concluded, thereby reducing the risk of future disputes.
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Termination and Release. When the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in full.
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 and Release. (a) Notwithstanding anything to the contrary in this Guarantee Agreement, the Guarantee of a Guarantor and all other obligations of such Guarantor under this Guarantee Agreement shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all such obligations:
(i) upon the sale, disposition or other transfer (including through merger or consolidation) of a majority of the equity interests (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Subsidiary of the Company) of the applicable Guarantor, provided such sale, disposition or other transfer is made in compliance with the Indenture; or
(ii) with respect to a particular series of Guaranteed Notes, upon the discharge of the Company’s obligations in respect of such series of Guaranteed Notes in accordance with the terms of the Indenture and the terms of such series of Guaranteed Notes.
(b) In connection with any termination or release pursuant to this Section 3.13, the Trustee shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release; provided that the Trustee shall not be required to take any actions under this Section 3.13 unless the Guarantor shall have delivered to the Trustee, together with such request, which may be incorporated into such request, a certificate of an Officer of the Company or such Guarantor certifying that the transaction giving rise to such termination or release is permitted hereby and was consummated in compliance with the Indenture and this Guarantee Agreement. Any execution and delivery of documents pursuant to this Section 3.13 shall be without recourse to or warranty by the Trustee.
Termination and Release. (i) This Guaranty shall automatically terminate on the Termination Date.
(ii) A Subsidiary Guarantor shall automatically be released from its obligations hereunder in accordance with Section 9.18 of the First Lien Credit Agreement.
(iii) In connection with any termination or release pursuant to this Section 5(g), the Collateral Agent shall execute and deliver to the Borrower all documents that the Borrower shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5(g) shall be made without recourse to or warranty by the Collateral Agent. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent in connection with the execution and delivery of such documents.
Termination and Release. (a) On and from the Effective Time, the Existing Noteholder and the Company irrevocably acknowledge and agree that the Existing Noteholder and the Company releases and discharges each other from all of its respective claims and liabilities arising from or in connection with each Finance Document on or after the Effective Time, including its termination under this Deed.
(b) On and from the Effective Time, the Existing Noteholder irrevocably acknowledges and agrees that:
(i) the Company is released from all of its present and future obligations, covenants, guarantees and liabilities under the Finance Documents; and
(ii) notwithstanding any notification or other requirement under a Finance Document relating to its termination or discharge, each Finance Document is terminated, other than any obligations expressly stated under a Finance Document to survive any such termination or discharge.
(c) On and from the Effective Time, the Existing Noteholder absolutely, unconditionally and irrevocably (without representation, warranty or recourse, whether express or implied):
(i) discharges and releases its right, title and interest, including the Security Interest, in and to the Released Property;
(ii) reassigns and/or retransfers to the Company any Released Property that was assigned, charged and/or transferred by way of security to the Existing Noteholder under or in connection with the General Security Deed; and
(iii) cancels, terminates and revokes each other power of attorney or proxy, or submission to enforcement granted to it by the Company under the General Security Deed.
(d) The releases in clauses 3(a), 3(b) and 3(c) operate on and from the Effective Time without the need for any further action or document and the Existing Noteholder acknowledges and irrevocably agrees that such releases may be pleaded in bar to any suit, action or legal proceeding by the Existing Noteholder against the Released Property.
(e) The Existing Noteholder agrees to:
(i) deliver to the Company any title documents and any signed transfer forms relating to such title documents delivered by the Company to it under, or in connection with, the General Security Deed, to which it is a party, that are in its possession and which relate to the Released Property on the Effective Time;
(ii) promptly following the Effective Time register financing change statements on the PPSR to reflect the releases under clause 3(c) and end all registrations made on the PPSR in favour of the Existing Notehold...
Termination and Release. The security interests constituted by this Agreement shall be released and cancelled, and this Agreement terminated: (a) by the Collateral Agent (acting on the instructions of the Applicable Representative) at the request and cost of the Grantor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties (directly or through any of their respective agents, successors or assignees) being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Grantor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the Intercreditor Arrangements (to the extent it is possible to give effect to such arrangements under Brazilian law). Upon the Grantor’s request and at the Grantor’s expense, the Collateral Agent (on written instruction from the Applicable Representative) shall promptly execute and deliver to the Grantor all documents necessary to evidence such termination and release in accordance with this Section 12.
Termination and Release. This Guaranty shall remain in full force and effect with respect to each Guarantor until payment in full of the Guarantied Obligations and the other Obligations and the termination or cancellation of all Guarantied Documents in accordance with their respective terms. At the request and sole expense of the Borrower, if any Guarantor is a Subsidiary, it shall be released from its obligations hereunder (i) in accordance with Section 8.14 of the Credit Agreement and (ii) in the event that all the Borrower’s Ownership Share of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction not prohibited by the Credit Agreement.
Termination and Release. Upon indefeasible payment in full in cash of the Obligations in accordance with the provisions of the Note and the Purchase Agreement, the Security Interest granted hereby shall terminate and all rights to the Patent Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Secured Party shall execute and deliver, and authorize the filing of, appropriate termination and release statements or other documents to terminate and release such Security Interests.
Termination and Release. Upon payment, satisfaction or extinguishment in full of the Assignor's obligations under the Letter of Offer, or if the Assignor is otherwise entitled to a release of this Assignment in accordance with the terms of the Letter of Offer, the Assignee, upon request in writing by the Assignor and at the Assignor's expense, shall execute and deliver to the Assignor such deeds or other instruments as shall be required to discharge the Security Interest and International Interest hereby constituted and to re-assign and transfer to the Assignor all of the right, title and interest of the Assignee in and to the Assigned Rights.
Termination and Release. This Agreement and the security interests granted hereby shall terminate in accordance with the Indenture and each Intercreditor Agreement (if any).