Complete Discontinuance Sample Clauses

Complete Discontinuance. In the event that SEARHC determines that continuing to provide all or substantially all of the health care services it then provides in Sitka, Alaska (the “Sitka Health Care Operations”) is not feasible or desirable for any reason, including but not limited to a decision to sell or otherwise dispose of SEARHC’s interest in the Sitka Health Care Operations, SEARHC shall provide notice to the City of SEARHC’s intent to discontinue such services, and shall afford the City the opportunity to bid for the acquisition of the Sitka Health Care Operations. If within ninety (90) days following the notice from SEARHC, the City and SEARHC do not enter into a letter of intent with binding provisions related to (i) the financial aspects of the transaction and (ii) the structure of and closing date of the transaction pursuant to which the City will acquire the Sitka Health Care Operations from SEARHC, then the City’s right to bid to acquire the Sitka Health Care Operations under this Section 6.21(b) shall expire. On the date that SEARHC ceases to provide the Sitka Health Care Operations (the “Date Operations Are Discontinued”), SEARHC shall promptly pay the City, or the Escrow Agent, as provided herein, the discounted present value of any installment payments then remaining unpaid under Section 1.6(c)(ii)(B) calculated as follows: the value of such installment payments discounted from the date such payments would otherwise be payable by SEARHC in accordance with the terms of this Agreement back to the Date Operations Are Discontinued at a discount rate of 6.10% per annum (the “Discounted Present Value of Installment Payments”). If the Date Operations Are Discontinued occurs prior to the Payment Date, then the Discounted Present Value of Installment Payment shall be paid by SEARHC to the Escrow Agent for further deposit into the Purchase Price Escrow Account in accordance with Section 1.7. If the Date Operations Are Discontinued occurs after the Payment Date, and before the tenth anniversary of the Closing Date, then the amount payable under this Section 6.21(b) shall be paid by SEARHC to the City. In accordance with the forfeiture provisions of Section 1.7(c), notwithstanding anything herein to the contrary, no amount shall be paid to the City or deposited in the Escrow Account if the Payment Date has not occurred by the tenth anniversary of the Closing Date.
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Related to Complete Discontinuance

  • Complete Disability “Complete Disability” shall mean the inability of the Executive to perform the Executive’s duties under this Agreement because the Executive has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when the Executive becomes disabled, the term “Complete Disability” shall mean the inability of the Executive to perform the Executive’s duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based upon medical advice or an opinion provided by a licensed physician acceptable to the Board, determines to have incapacitated the Executive from satisfactorily performing all of the Executive’s usual services for the Company for a period of at least one hundred twenty (120) days during any twelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion, the determination of the Board shall be final and binding and the date such determination is made shall be the date of such Complete Disability for purposes of this Agreement.

  • Complete Work without Extra Cost Except to the extent otherwise specifically stated in this contract, the Contractor shall obtain and provide, without additional cost to the City, all labor, materials, equipment, transportation, facilities, services, permits, and licenses necessary to perform the Work.

  • Death or Complete Disability If the Executive’s employment with the Company is terminated as a result of Executive’s death or Complete Disability, the Company shall pay to Executive, and/or Executive’s heirs, the Executive’s Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, and the Company shall thereafter have no further obligations to the Executive and/or Executive’s heirs under this Agreement.

  • Incomplete IPO If the Issuer does not complete its IPO and has become a reporting issuer in one or more jurisdictions because it has obtained a receipt for its IPO prospectus, this Agreement will remain in effect until the securities regulators in those jurisdictions order that the Issuer has ceased to be a reporting issuer.

  • Material Occurrences Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Borrower as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (e) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

  • Termination Due to Force Majeure Event If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and twenty) Days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Articles 16 and 17 shall, to the extent expressly made applicable, apply.

  • Available Relief for a Force Majeure Event 11.7.1 Subject to this Article 11: (a) no Party shall be in breach of its obligations pursuant to this Agreement except to the extent that the performance of its obligations was prevented, hindered or delayed due to a Force Majeure Event; (b) every Party shall be entitled to claim relief in relation to a Force Majeure Event in regard to its obligations, including but not limited to those specified under Article 4.5; (c) For avoidance of doubt, neither Party’s obligation to make payments of money due and payable prior to occurrence of Force Majeure events under this Agreement shall be suspended or excused due to the occurrence of a Force Majeure Event in respect of such Party. (d) Provided that no payments shall be made by either Party affected by a Force Majeure Event for the period of such event on account of its inability to perform its obligations due to such Force Majeure Event.

  • Material Events any other event occurs or circumstance arises which, in the opinion of the Agent (following consultation with the Banks), is likely materially and adversely to affect either (i) the ability of any Security Party to perform all or any of its obligations under or otherwise to comply with the terms of any of the Security Documents or (ii) the security created by any of the Security Documents; or

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

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