Termination of OSSAs Sample Clauses

Termination of OSSAs. If either the Beltway OSSA or the I-95 OSSA is terminated or amended such that the Operator thereunder is no longer the Shared Facilities Operator for whatever reason, then: (a) subject to subsection (c) below, the Party whose OSSA was terminated or amended shall cause its replacement Operator to subcontract with the Shared Facilities Operator to operate the Shared Facilities and perform the Shared Services (and the Parties agree that any such subcontract shall be on an arms’ length basis and contain fair and commercially reasonable terms) unless the Party whose OSSA was not terminated or amended elects not to retain the Shared Facilities Operator, in which case a new Shared Facilities Operator shall be selected as provided in subsection (b) below; (b) if a new Shared Facilities Operator must be selected, then the Parties shall in good faith meet to select a replacement Shared Facilities Operator. Any replacement Shared Facilities Operator shall, to the extent required by a Comprehensive Agreement or the applicable Financing Documents, be subject to the approval of the Department and/or the applicable Lenders. If the Parties fail to agree on a replacement Shared Facilities Operator, then either Party may elect to proceed as provided in Section 10.3; or (c) solely if the OSSA was terminated or amended in connection with the exercise by a Party’s Lenders of their rights under the applicable Financing Documents, then if the replacement Operator elects not to retain the Shared Facilities Operator but the Party whose OSSA was not terminated or amended does desire to retain the Shared Facilities Operator, then the Parties shall proceed in accordance with Article 9 to end the Shared Services and divide the Shared Facilities, except that the entire cost of implementing such division, including modifications contemplated in Section 9.3, shall be borne by the Party whose Lenders authorized or directed the termination or amendment of the OSSA.
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Related to Termination of OSSAs

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Use These terms and Your access to Our Website may be terminated by Us (at Our sole discretion) at any time without notice or any requirement to give You a reason why. In the event of termination under this clause We shall have no liability to You whatsoever (including for any consequential or direct loss You may suffer).

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Termination of Contract for Cause 5.1.1 If A-E breaches any of the covenants or conditions of this CONTRACT, COUNTY shall have the right to terminate this CONTRACT upon ten (10) days written notice prior to the effective day of termination. 5.1.2 A-E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3 In the event the alleged breach is not cured by A-E prior to termination, all work performed by A-E pursuant to this CONTRACT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, ▇▇▇▇▇ Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of ▇▇▇▇▇ Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates. (b) If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party, except as provided in Section 11 or Section 12(c) hereof. (c) The provisions of Section 5(e) hereof regarding the payment of costs and expenses and the provisions of Sections 8 and 9 hereof shall survive the termination of this Agreement, whether such termination is pursuant to this Section 12 or otherwise.