Termination of the Operating Agreement Clause Samples

The 'Termination of the Operating Agreement' clause defines the conditions and procedures under which the agreement governing the operation of a business entity, such as an LLC, can be brought to an end. This clause typically outlines specific events that may trigger termination, such as unanimous member consent, the occurrence of a specified event, or insolvency. It also details the steps required to wind up the company's affairs, including settling debts and distributing remaining assets among members. The core function of this clause is to provide a clear and orderly process for dissolving the business relationship, thereby minimizing disputes and ensuring all parties understand their rights and obligations upon termination.
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Termination of the Operating Agreement. At the Closing, the Operating Agreement shall terminate in its entirety and shall have no further force and effect, and the parties' respective rights and obligations with respect to Cellemetry shall be as specified in this SECTION 4.C. At the Closing, each of Cingular, Numerex and Cellemetry shall be relieved of any obligations of any nature (including but not limited to indemnification obligations) that it had to any other party, arising under the Operating Agreement or otherwise, that accrued or were outstanding prior to the Closing Date or otherwise explicitly survive termination of the Operating Agreement; except that the limited licenses specified in Section 6 below shall survive the execution and delivery of this Agreement and the Closing and shall be maintained indefinitely, as set forth in SECTION 6 below.
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Termination of the Operating Agreement. (1) This Operating Agreement shall have an unlimited duration. It shall expire automatically after the expiry of the service periods of all Individual Contracts integrated on the basis of this Operating Agreement. (2) This Operating Agreement may be terminated by both Contractual Partners with three (3) months’ notice as of the end of the month; however, VGS shall not be permitted to terminate it prior to the expiry of 12 months after the conclusion of this Operating Agreement.
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Termination of the Operating Agreement. Yahoo and Visa International hereby agree that, pursuant to Section 9.2(iv) of the Operating Agreement, the Operating Agreement is terminated in its entirety, and that none of the parties hereto shall have any obligation or liability of any kind under the Operating Agreement, notwithstanding the provisions of Section 9.4 of the Operating Agreement.
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Termination of the Operating Agreement. Notwithstanding any provision of the JPA Agreement to the contrary, upon the User's default the Authority may , at its option, and shall, at the written direction of either Bondholder, terminate this Operating Agreement and reallocate all or any portion of the User's service capacity of the Project ; provided, that the Authority shall not terminate this Operating Agreement with respect to a User unless such termination will not materially adversely affect either Bondholder. In the event of such termination of this Operating Agreement by the Authority at its option and in the manner hereinafter provided on account of default by the User (and notwithstanding any re-allocation of the service capacity of the Project by the Authority in any manner whatsoever), the defaulting User nevertheless agrees to pay to the Authority the difference between all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of the User Payment and any amounts realized from the reallocation of such service capacity. Neither notice to pay the User Payment or notice to deliver up possession of any component of the Project given pursuant to law shall of itself operate to terminate this Operating Agreement, and no termination of this Operating Agreement on account of default by the User shall be or become effective by operation of law, or otherwise, unless and until the Authority shall have given written notice to such User of the election on the part of the Authority to terminate this Operating Agreement with regards to such User. User covenants and agrees that no surrender of the Project, or any component thereof, or any termination of this Operating Agreement shall be valid in any manner or for any purpose whatsoever unless stated and accepted by the Authority by such written notice. User hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising or occasioned in accordance with the provisions herein contained.
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Termination of the Operating Agreement. (1) WFOE hereby terminates the Operating Agreement, and Hunan Xiangmei and Shareholders hereby accept such termination (collectively the “Termination”). (2) In accordance with Section 16 of the Operating Agreement, a written notice of the Termination listed in Exhibit A shall be given 30 days prior to the date of this Agreement. (3) The Termination shall become effective after the date hereof.
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Termination of the Operating Agreement. Owner shall notify Franchisor immediately of any pending or actual termination or expiration of the Operating Agreement that is to occur or occurred prior to expiration of the Franchise Agreement, and Franchisor shall have the right to terminate this Agreement and the Franchise Agreement in connection with any such expiration or termination. If there is a dispute between Owner and Franchisee relating to the termination of the Operating Agreement, Franchisor shall have the right to permit Franchisee to operate the Hotel pursuant to the Franchise Agreement so long as Franchisee has possession of the Hotel, and all of Franchisor’s rights under this Agreement shall be reserved pending resolution of such dispute whether by final court or administrative order or negotiated settlement.
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Termination of the Operating Agreement. As of the effective date of GSS's dissolution (the "Dissolution Date"), the Parties agree and acknowledge that the Operating Agreement will be terminated, with no further obligations between the Parties except as provided herein. The Parties agree and acknowledge that the standstill provisions of Section 7.02 of the Operating Agreement do not apply to this Agreement, and are hereby mutually terminated, to the degree that they would be applicable.
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Termination of the Operating Agreement. The Operating Agreement is hereby terminated in its entirety and shall hereinafter in all respects be null and void and have no further force or effect, notwithstanding any provision of the Operating Agreement. The parties shall be discharged from their obligations under the Operating Agreement from and after the Closing Date.
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Related to Termination of the Operating Agreement

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of the Contract 1. The Contractor may terminate the contract if the Partner has inadequately discharged or failed to discharge any of the contractual obligations, insofar as this is not due to force majeure, after notification of the Partner by registered letter has remained without effect for one month. 2. The Partner shall immediately notify the Contractor, supplying all relevant information, of any event likely to prejudice the performance of this contract.

  • Termination of the Lease The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the "rejection" thereof following Bankruptcy (a) shall recognize Manager's rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inn pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of "Lessee's" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an "Approved Lessee" (as defined below) to (x) succeed to and assume Lessee's rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor in substantially the same form as the Lease, and assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee under clause (c)(ii) above shall be subject to Manager's prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of Lessor, (ii) a person or entity to whom a Sale of the Inn is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion (an "Approved Lessee").

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.