Commencement or notice. (or threat of commencement known to the Sellers), of any civil litigation or any governmental proceeding against or investigation of ESCO or Holdings or the affairs of either of them;
Commencement or notice Sample Clauses
Related to Commencement or notice
Notice to Tenant After notice is given to Tenant by Lender that the Landlord is in default under the Note and the Security Instrument and that the rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.
Notice to Landlord In the event Landlord’s consent is required pursuant to Section 15.1, Tenant shall first notify Landlord of its desire to do so and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment or sublet of Tenant’s interest in this Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) above.
Notice to Tenants Seller and Purchaser shall each execute, and Purchaser shall deliver to each tenant immediately after the Closing, a notice regarding the sale in substantially the form of Exhibit D attached hereto, or such other form as may be required by applicable state law. This obligation on the part of Purchaser shall survive the Closing.
Termination of the Option The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.
Termination Notice Except in the event of Executive's death, a termination under this Agreement shall be effected by means of a Termination Notice.
Termination Option Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.
Notice to Lessor LESSEE will promptly notify LESSOR in writing in the event of the requisition for use of the Aircraft under CRAF activation by the U.S.
Notice by Tenant Tenant shall give immediate notice to Landlord in case of fire or accidents in the Premises or in the building of which the Premises are a part or of defects therein or in any fixtures or equipment.
Early Termination Notice If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party a notice (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless, prior to such thirtieth calendar day, the TRA Party Representative (a) provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (b) provides a written waiver of such right of a Material Objection Notice, in which case such Schedule will become binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.
Early Termination Option Provided that (a) Tenant has not leased any Offer Space, (b) no Event of Default is outstanding at the time of the Termination Notice, and (c) no portion of the Premises has been subleased for a term extending beyond the Early Termination Date, Tenant shall have the right to terminate this Lease in its entirety effective as of December 31, 2022 (the “Early Termination Date”), on the terms and conditions set forth in this Section (the “Early Termination Right”). In order to exercise the Early Termination Right, by no later than December 31, 2021, Tenant must (i) deliver to Landlord an irrevocable written notice clearly exercising the Early Termination Right (the “Termination Notice”), and (ii) pay Landlord a fee in the amount calculated pursuant to Exhibit E (the “Termination Fee”), and (iii) if the Additional Advance is advanced under Exhibit C, pay Landlord the entire outstanding balance of the Additional Advance including all principal and interest accrued through the payment date. Upon request from Tenant any time after November 1, 2021, Landlord will provide an estimated calculation of the Termination Fee. Tenant shall pay the amount set forth in such estimate when it delivers the Termination Notice and when the actual amount of the Termination Fee is calculated, any overpayment shall be credited or refunded back to Tenant or Tenant shall make an additional payment, as applicable. Time is of the essence of this provision and neither late notice nor late payment shall be effective. If Tenant does not deliver a Termination Notice and the Termination Fee by the above deadline, Tenant’s Early Termination Right shall immediately terminate and shall be of no further force or effect. Tenant acknowledges that this provision was specifically negotiated by the parties and is a material term of this Lease and Tenant hereby waives all equitable claims and defenses that might extend the period within which Tenant may exercise the Early Termination Right or pay the Termination Fee. If Tenant does not pay all sums due under this Lease in a timely manner any time after delivering a Termination Notice, then in addition to any other remedies available to Landlord, Landlord shall, in its sole discretion, have the right to void the Termination Notice and the Early Termination Right shall not take effect. If Tenant exercises its Early Termination Right, the Extension Options and the Right of First Opportunity shall immediately terminate and shall be of no further force and effect.
