Conditions and Termination. 1.2.1 Provided that at the time of the occurrence of the first to occur of: (a) the conveyance of the Premises by grant deed and the conveyance of all rents, leases, and profits and all other portions of the Premises by assignments, bills of sale, and other appropriate instruments, all given by the Borrower to the Lender or its designee in accordance with the Modification Agreement, or (b) at the election of the Lender, the conveyance of the Premises through foreclosure of the Deed of Trust (collectively, the "Conveyance Events"), no "Bankruptcy Case" (as hereinafter defined) or "Common Law Civil Action" (as hereinafter defined) has been filed or instituted, then the liability of Guarantor under this Guaranty shall cease and terminate without need for any further act or agreement of the Lender, and at such time the Lender shall execute and deliver such documents and writings as Guarantor may reasonably request to confirm and evidence such termination.
1.2.2 For the avoidance of doubt, it is the intention of the parties that, notwithstanding any other provisions of this Guaranty to the contrary, the liability of Guarantor under this Guaranty shall cease and terminate without need for any further act or agreement of the Lender upon the occurrence of any of the following events, and at such time the Lender shall execute and deliver such documents and writings as Guarantor may reasonably request to confirm and evidence such termination:
(a) Guarantor, within thirty (30) days after demand therefor from the Lender, causes the Borrower to convey the Premises to the Lender or its designee (including by not objecting to the delivery of the deed and other conveyance documents out of escrow) without the Lender having been hindered, impeded or delayed by a Bankruptcy Case or a Common Law Civil Action;
(b) The Lender sells the Premises at a foreclosure sale pursuant to the Deed of Trust without having been hindered, impeded or delayed by a Bankruptcy Case or a Common Law Civil Action;
(c) A condemnation of all or substantially all of the Premises occurs and the proceeds thereof are disbursed in accordance with the Loan Documents;
(d) All or substantially all of the Premises are destroyed by casualty and the insurance proceeds payable with respect thereto are disbursed in accordance with the Loan Documents; or
(e) A sale, conveyance or other disposition of all or substantially all of the Premises and the payment and disbursement of the proceeds of such disposition in ac...
Conditions and Termination. Fees and Expenses are estimates strictly for the scope of work outlined. Any Addenda to Scope of Work, if approved and directed by Client, are subject to billing at standard hourly fee schedule (above). Either party may terminate this agreement at any time upon thirty (30) days written notice.
Conditions and Termination. With exception to the Phase I notice as provided in section 7, and notice costs and administrative expenses related to Phase I notice as provided at section 16, and subject to Sections 39 and 41, unless the Plaintiffs and the Defendants agree otherwise in writing, this Settlement Agreement shall be automatically terminated and shall become null and void, and no obligation on the part of any of the Parties will accrue, if the Court declines to issue the Notice Approval Order without amendment, if the Court declines to issue the Approval Order without amendment, or if the Approval Order does not become a Final Order.
Conditions and Termination. Section 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS UNDER THIS AGREEMENT. The respective obligations of each party to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions:
(a) Any waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; and
(b) Neither Cendant nor Liberty Digital shall be subject to any order, decree or injunction of a court of competent jurisdiction, and no statute, rule or regulation shall have been enacted, promulgated or issued, which enjoins or prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions and Termination. (a) All payments to you under this Agreement are subject to and conditioned upon your continued employment with the Company (or its successor) through the payment date set forth in this Agreement. This Agreement will terminate and be of no further force or effect on the termination of your employment with the Company for any reason.
(b) Your acceptance of this Agreement constitutes your agreement to the immediate termination of any and all of your rights and/or outstanding awards under the Xxxx Holdings Corporation Executive Phantom Equity Appreciation Plan.
(c) All payments under this Agreement are subject to your execution of a general release of claims in favor of the Company, in a form to be provided by the Company. The release must be executed by you, become effective and not be revoked by you prior to 60 days following each respective Payment Date.
Conditions and Termination. Without prejudice to any accrued rights, obligations or liabilities, my obligations under this Irrevocable Undertaking shall terminate and be of no further force and effect if:
6.1 the Offer Announcement is not released by 22 March 2016 (or such later date as DBAG and the Bidder may agree);
6.2 the Bidder announces that it does not intend to proceed with the Offer and no new, revised or replacement Offer is announced by the Bidder;
6.3 the Offer does not become unconditional, is withdrawn or lapses in accordance with its terms;
6.4 the board of directors of LSEG withdraws, adversely modifies or qualifies its recommendation (or any statement regarding its intention to recommend) to the LSEG shareholders to vote in favour of the resolutions in respect of the Scheme; or
6.5 either the supervisory board or the management board of DBAG withdraws, adversely modifies or qualifies its recommendation (or any statement regarding its intention to recommend) that shareholders of DBAG accept the offer made by the Bidder and tender their shares in DBAG to NewCo under the Offer.
Conditions and Termination. Section 5.1 Conditions to Each Party's Obligations to Consummate the Transactions Under this Agreement. The respective obligations of each party to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions:
(a) Any waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; and
(b) Neither Cendant nor Liberty shall be subject to any order, decree or injunction of a court of competent jurisdiction, and no statute, rule or regulation shall have been enacted, promulgated or issued, which enjoins or prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrants.
Section 5.2 Conditions to Cendant's Obligations to Consummate the Transactions Under this Agreement. The obligation of Cendant to consummate the transactions contemplated hereby are further subject to the satisfaction or waiver of the following conditions:
(a) The representations and warranties of Liberty contained in this Agreement shall be true and correct at and as of the Closing Date in all material respects as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date);
(b) Liberty shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing; and
(c) Liberty shall have delivered to Cendant an officer's certificate to the effect that each of the conditions specified above in Sections 5.2(a) and (b) is satisfied.
Section 5.3 Conditions to Liberty's Obligations to Consummate the Transactions Under this Agreement. The obligation of Liberty to consummate the transactions contemplated hereby are further subject to satisfaction or waiver of the following conditions:
(a) The representations and warranties of Cendant contained in this Agreement shall be true and correct at and as of the Closing Date in all material respects as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date);
(b) Cendant shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing;
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Conditions and Termination. Conditions
4.1 Completion of the sale and purchase of the Shares is subject to and conditional on the following Conditions being fulfilled:
(a) the waiting period applicable to the transaction contemplated by this Deed under the HSR Act shall have expired or been terminated; and
(b) receipt of NSI Act Clearance, (together, the “Conditions”).
Conditions and Termination. (a) At Landlord's option this Lease shall become void and all parties shall be relieved of all obligations imposed hereunder if Landlord has not completed construction of the improvements within thirty (30) days of the current tenant vacating the Leased Premises (the "Completion Date").
(b) If this Lease is terminated by Landlord pursuant to this Section 15.4, Landlord shall refund to Tenant the amount of all security deposits and advance Rent made by Tenant to Landlord under this Lease.
Conditions and Termination. 12 MISCELLANEOUS............................................................................
