Cancellation of Obligations. Notwithstanding anything set forth herein to the contrary, the Owner shall have no obligation to pay the Management Fee, Out-of-Pocket Expenses and Advances (such obligations being referred to as "Payment Obligations") prior to the consummation of the purchase and sale of the Business as contemplated by the Purchase Agreement or the earlier termination of the Purchase Agreement. Upon the consummation of such purchase and sale of the Business, the Owner's Payment Obligations shall be canceled and of no further force and effect. In the event the Purchase Agreement is terminated for any reason without the purchase and sale of the Business as contemplated thereby being consummated, then the Owner shall, upon such termination, be obligated to pay the Management Fee, Out-of-Pocket Expenses and Advances owing to the Manager hereunder, together with interest on the unpaid portion thereof at the rate of nine percent per annum, until paid in full; provided, however, that if the Purchase Agreement is terminated due to the failure of Access to obtain the Access Stockholder Approval or the Access Director Approval, then the Management Fee, the Out-of-Pocket Expenses and the Advances and any interest thereon will not be due and payable until June 30, 1998.
Cancellation of Obligations. On or before the Closing Date, Sellers will cause all indebtedness, contracts, claims and other obligations, including all of the Excluded Liabilities, that any of the Acquired Companies owe to any of the Sellers, or to any of the Sellers’ Related Persons, to be canceled, terminated, and forever released without any payment being made by, or any other consideration being provided by, any of the Acquired Companies. The obligations to be canceled, terminated and release shall include obligations due Xxxxxx Xxxxxxx upon termination of his employment or upon a change in control of his employer (12 months’ salary and COBRA insurance payments and $30,000 relocation allowance). However, with respect to the deferred compensation agreement with Seller Xxxxxx Xxxxxxx dated December 11, 2013, the obligation to make additional contributions under that agreement after the Closing Date shall be terminated, but XXXXX accepts that the actual payment of Seller Xxxxxx Xxxxxxx’x vested amount shall occur after the Closing in accordance with the terms of the agreement.
Cancellation of Obligations. On the Closing Date, in consideration of the issuance of the WSI-Delaware Stock to Yenura and subject to the terms and conditions of this Agreement, Yenura shall cancel, release and discharge all of the Obligations (whether or not accrued and whenever scheduled to be due and payable).
Cancellation of Obligations. The parties hereto hereby agree that upon and contemporaneously with the consummation of the sale of the Notes to CGW as provided in Section 1.1 above, (a) Securicor waives all rights to the payment to Securicor of any accrued but unpaid interest on the Notes to and through the date of the sale of the Notes to CGW, and releases AHL from its obligation for the payment to Securicor of all such accrued but unpaid interest, (b) Securicor waives and releases AHL from the payment or performance of all obligations of any kind whatsoever, known or unknown, fixed or contingent, then or thereafter due, by AHL in favor of Securicor under or with respect to the Settlement Agreement (the “AHL Obligations”), (c) each of the AHL Parties waives and releases Securicor from the payment or performance of all obligations of any kind whatsoever, known or unknown, fixed or contingent, then or thereafter due, by Securicor in favor of the AHL Parties under or with respect to the Settlement Agreement, other than any obligations related to the fire at Seton Hall University on January 19, 2000 (the “Securicor Obligations”), and (d) Securicor terminates and forever releases all security interests and other liens in favor of Securicor in any assets of any AHL Party or other persons and entities pledged as security for any of the AHL Obligations. By its execution hereof, Securicor agrees to execute and deliver such instruments and documents as CGW or AHL shall reasonably request, at CGW’s or AHL’s sole expense, to further evidence or confirm the waivers and releases herein made and given, or to evidence termination of such security interest and liens, and authorizes CGW and the Purchaser to amend and terminate of record any financing statements filed of record under the Uniform Commercial Code of any applicable jurisdiction. CGW and AHL agree to pay Securicor’s reasonable attorneys’ fees incurred in connection with such instruments and documents. Until the earlier to occur of termination of this Agreement and consummation of the sale of the Notes contemplated in Section 1.1 above, Securicor agrees that it shall forebear from exercising any rights Securicor may have to call an event of default against the AHL Parties under any of the Notes or accelerate any of the Obligations.
