Common use of Conditions and Termination Clause in Contracts

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 accordance with the Loan Documents.

Conditions and Termination. 1.2.1 Provided that at 3.1 With the time exception of Article 9, which shall be effective as of the occurrence of the first to occur of: (a) the conveyance of the Premises by grant deed and the conveyance of all rentssigning hereof, leases, and profits this Agreement and all other portions of the Premises by assignments, bills of sale, rights and other appropriate instruments, all given by the Borrower obligations hereunder are subject 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 conditions precedent 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 Effective Date under the Borrower to convey the Premises Business Purchase Agreement with respect to the Lender or its designee (including by not objecting to the delivery European Media Business of the deed Guarantor of even date entered into between, among others, the Company, the Seller and other conveyance documents out of escrowthe Purchaser (the "Business Purchase Agreement") without the Lender having been hinderedhas occurred, impeded or delayed by a Bankruptcy Case or a Common Law Civil Action;and (b) The Lender sells the Premises Company and/or its Affiliates have (i) fulfilled their payment obligations that are to be performed at a foreclosure sale pursuant to the Deed of Trust without having been hinderedClosing under Article 7.2 lit. (a), impeded or delayed by a Bankruptcy Case or a Common Law Civil Action; (b), (c) A condemnation and (d) of all the Business Purchase Agreement and (ii) made a binding and complete offer in the sufficient form to the Purchaser and/or its Affiliates (or substantially accepted an offer from the Purchaser and/or its Affiliates, as the case may be) to agree on the transfer of the Shares and the Majority Interests in accordance with Article 7.3 lit. (a) and (f) of the Business Purchase Agreement and (iii) made a binding and complete offer to DoubleClick International TechSolutions Ltd. (or accepted an offer from DoubleClick International TechSolutions Ltd.) to enter into the DART Agreement in accordance with Article 7.3 (i) of the Business Purchase Agreement. 3.2 Should not all of the Premises occurs conditions precedent set forth in Article 3.1 be met by March 15, 2002, Seller and Purchaser shall be entitled to rescind this Agreement by written notice to the respective other party with immediate effect, provided, however, that the Business Purchase Agreement has been terminated. 3.3 In addition, this Agreement and the proceeds thereof share sale and purchase agreement mentioned in Article 1.6 are disbursed subject to the condition subsequent that the Business Purchase Agreement terminates, whether by rescission (Rucktritt or Anfechtung) or otherwise, is rescinded or otherwise reversed or is invalid and the Purchaser and/or any other seller under the Business Purchase Agreement is obligated to repay the Purchase Price under the Business Purchase Agreement in accordance with full. In this case, the Loan Documents;Put Option may not be exercised, any transfers of shares and any payments of monies made pursuant to this Agreement or the share sale and purchase agreement mentioned in Article 1.6 must be reversed and the respective transferor or payor shall have a claim for retransfer or repayment against the respective transferee or payee. If the events set out in the first sentence occur between the exercise of the Put Option and the transfer of the Shares, the Put Option shall be deemed not exercised, cease to exist and no further Exercise Notices may be issued. (d) All 3.4 The Purchaser shall be entitled to a proportional reduction of the Purchase Price under this Agreement and the share sale and purchase agreement mentioned in Article 1.6 and shall be obliged to simultaneously retransfer a proportional number of the received shares in the Company to the extent the Purchaser and/or any other seller under the Business Purchase Agreement is or substantially becomes obligated to repay parts or all of the Premises are destroyed by casualty purchase price under the Business Purchase Agreement or to otherwise make payments in this context to the Company or its minority shareholders. The repayment obligations described in Sentence 2 of Article 3.3 shall apply accordingly. Any payment obligations of the Purchaser or any other seller under the Business Purchase Agreement, expressly or implicitly, contained in the Business Purchase Agreement, such as damages claims arising out of a breach of a representation and warranty or a purchase price adjustment, shall not be considered a partial repayment of the insurance proceeds payable with respect thereto are disbursed Purchase Price under the Business Purchase Agreement for the purposes of this Article 3.4. In the event the Purchaser has disposed of the received Option Shares, so that the Purchaser does not hold the sufficient number of shares in accordance with the Loan Documents; orCompany available for purposes of retransfer pursuant to Article 3.3 or 3.4, Purchaser may instead of such retransfer make a payment to the Seller in the amount equal to the weighted average share price for the five German Banking Days prior to the time when such Purchase Price reduction is requested. (e) A sale3.5 To the extent legally permissible, conveyance except as expressly provided for in this Agreement any and all claims of the Parties for a rescission, termination or other disposition reversal of all or substantially all of the Premises and the payment and disbursement of the proceeds of such disposition in accordance with the Loan Documentsthis Agreement shall be excluded.

Conditions and Termination. 1.2.1 Provided that at the time 17.1. Notwithstanding any other provision 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 this Guaranty to the Lender or its designee in accordance with the Modification Agreementcontrary, or (b) at the election of the Lender, the conveyance of the Premises through foreclosure of the Deed of Trust (collectively, the "Conveyance Events"), Guarantor shall have no liability under this Guaranty so long as 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 17.2. 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, Marriott (and at such time the Lender Marriott shall execute and deliver such documents and writings as Guarantor may reasonably request to confirm and evidence such termination: ) upon the satisfaction of Owner's obligations under the 2003 Omnibus Agreement, the Franchise Agreements (a) Guarantoras amended by even date hereof), within thirty and the Ground Leases (30) days after demand therefor from the Lenderas amended by even date hereof), 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 there having been hindered, impeded or delayed by filed a Bankruptcy Case or a Common Law Civil Action;. (b) The Lender sells 17.3. As used in this Guaranty, the Premises term "Bankruptcy Case" shall mean a reorganization, liquidation or other similar bankruptcy proceeding under Title 11 of the United States Code or under any other federal or state debtor relief laws or the re-opening of any bankruptcy proceeding instituted by Owner or on behalf of Owner by Guarantor or its affiliates or instituted against Owner at a foreclosure sale pursuant to the Deed instance, encouragement, or suggestion of Trust without having been hinderedOwner or Guarantor or their affiliates, impeded excluding, however, any proceeding instituted by the limited partners of Owner not instituted at the instance, encouragement, or delayed by a Bankruptcy Case suggestion of Guarantor or a its affiliates. As used in this Guaranty, the term "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 " means any suit or other disposition proceeding (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action, or otherwise) instituted or filed by Owner or on behalf of all Owner by Guarantor or substantially all their affiliates or instituted by any third party at the instance, encouragement, or suggestion of Owner or Guarantor which wrongly contests in bad faith or in any way wrongly interferes with, in bad faith, directly or indirectly, the Premises and exercise by Lender against Owner of any rights or remedies available to Lender at law, in equity, by agreement or otherwise, excluding, however, any proceeding instituted by the payment and disbursement limited partners of Owner not instituted at the proceeds instance, encouragement, or suggestion of such disposition in accordance with the Loan DocumentsGuarantor or its affiliates.

Conditions and Termination. 1.2.1 Provided Purchaser’s obligation to complete the Offer is subject to a number of conditions, including: • that there be validly tendered and not withdrawn at least 17,639,096 Shares (the “Minimum Condition”); provided however, that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to 2 Table of Contents a level not less than the sum of (x) 15,493,417 Shares plus (y) the total number of Shares, if any, issued or to be issued prior to the Expiration Date pursuant to a notice, duly and validly given after the date of the Merger Agreement and on or prior to the Expiration Date (and not subsequently withdrawn) to the Company of election to exercise an option or warrant to purchase Shares after the date of the Merger Agreement and prior to the Expiration Date (the “Lowered Minimum Condition”); • delivery of the Company’s audited financial statements for the years ended December 31, 2007 and December 31, 2006, which audited financial statements for 2007 shall be materially consistent in terms of assets and liabilities with the previously delivered unaudited financial statements for that period as specified in the Merger Agreement; • effectiveness of the final approval by the court of the Company’s previously announced settlement of securities and derivative litigation; • the expiration or termination of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and any applicable foreign competition laws; and • other customary conditions. The Offer is not conditioned on Parent or Purchaser obtaining financing to purchase the Shares. See Section 15 — “Condition to Purchaser’s Obligations” in this Offer to Purchase, which sets forth in full the conditions to the Offer. Top-Up Option • The Company granted Purchaser, subject to certain conditions and limitations, an irrevocable option (the “Top-Up Option”), to be exercised after completion of the Offer, to acquire a number of Shares (the “Top-Up Option Shares”) that, when added to the number of Shares owned by Parent, Purchaser and any of their respective wholly owned subsidiaries at the time of the occurrence exercise of the first to occur of: Top-Up Option, constitutes (ax) if the conveyance Minimum Condition is applicable, at least 90% of the Premises by grant deed number of Shares that will be issued and outstanding immediately after giving effect to the conveyance of all rents, leases, and profits and all other portions issuance of the Premises by assignments, bills of sale, shares underlying the Top-Up Option on a fully-diluted basis (including all Shares issuable under options and other appropriate instruments, all given by the Borrower warrants to the Lender or its designee in accordance with the Modification Agreementpurchase Shares), or (by) if the Lowered Minimum Condition is applicable, at the election least 90% of the Lendernumber of Shares that will be issued and outstanding upon acceptance for payment by Purchaser of Shares tendered in the Offer, including the conveyance of shares underlying the Premises through foreclosure of the Deed of Trust (collectivelyTop-Up Option, 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 in either case 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 a price per Share equal to the contraryOffer Price. The Top-Up Option is exercisable, the liability of Guarantor under this Guaranty shall cease and terminate without need for any further act in whole or agreement of the Lender upon the occurrence of any of the following eventsin part, 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 on or prior to the Lender or its designee fifth (including by not objecting 5th) business day after the Expiration Date. See Section 13 — “The Merger Agreement” in this Offer 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 accordance with the Loan DocumentsPurchase for further details.