Conditions to Termination. As a condition to terminating the Transmedia Agreements, Network requires that, prior to the execution of this Agreement:
(a) TMNE shall have delivered to Network evidence of the dissolution of La Carte, which resulted in the termination of the La Carte Sublicense.
(b) TMNE and TMNA each shall have provided a complete and accurate list of all pending or threatened claims against it relating to its operation of the Business.
Conditions to Termination. The Parties hereby acknowledge and agree that a condition precedent to the termination of the Agreement shall be the closing of the Offering. If the closing of the Offering has not occurred on or prior to June 30, 2002, this Release and Termination Agreement shall be of no further force and effect.
Conditions to Termination. The termination of the Lease pursuant to this Agreement shall be subject to the satisfaction of all of the following conditions on or before the Termination Date ("Termination Conditions"):
Conditions to Termination. Upon termination of this Agreement, the Owner and Manager shall account to each other with respect to all matters outstanding as of the date of termination. All property of the Owner in possession of the Manager, including without limitation, books and records shall be delivered to the Owner upon termination of this Agreement. The Owner and Manager shall each have the right to set-off amounts owed by the other against amounts owed to the other. The Manager does hereby agree that any setoff rights that the Manager has against the Owner are subordinate to NOMURA's pursuant to the Managers Consent and Subordination Agreement.
Conditions to Termination. As a condition precedent to Tenant's right to terminate the Lease upon the occurrence of either of the events set forth in Section 12.4(a) above, Tenant shall do all of the following:
(i) Tenant in its election to terminate described in Section 12.4(a) shall provide Landlord with a statement of the cost of Restoration, and the amount by which the cost of Restoration plus the amount of any applicable policy deductible (subject to the limitations on the policy deductible for damage or destruction caused by earthquake or flood as set forth in Section 12.4(a)(i) above) exceeds insurance proceeds payable (or those insurance proceeds which would have been payable but for Tenant's default in its obligation to maintain insurance required to be maintained hereunder), accompanied by supporting evidence reasonably acceptable to Landlord, such as at least two (2) bids from experienced general contractors, and supporting documentation from Tenant's insurer as to the amount of the policy deductible, and the coverage available for the event of damage and destruction; and
(ii) Tenant shall pay or cause to be paid the following amounts from casualty insurance proceeds upon the later of making the election to terminate or promptly following receipt of such proceeds in the following order of priority:
(A) first, to Landlord (or Tenant, if such work is performed by, or on account of, Tenant at its cost) for the actual costs incurred for any work required to alleviate any threat to the public safety and welfare or damage to the environment, including without limitation, any demolition or hauling of rubble or debris;
(B) second, to each Non-Affiliate Mortgagee demanding payment thereof in accordance with its Non-Affiliate Mortgage and applicable Law (in order of lien priority and not pro rata), that portion of the remaining casualty insurance proceeds arising out of or in connection with the casualty causing such Major Damage or Destruction in an amount not to exceed the aggregate amounts then owed to the Non-Affiliate Mortgagee and secured by all Non-Affiliate Mortgages under the loan documents therefor;
(C) third, to Landlord in the amount equal to all accrued and unpaid amounts owed by Tenant to Landlord under this Lease as of the date of the occurrence of the event of damage or destruction; and
(D) fourth, the balance of the casualty insurance proceeds shall be distributed to Tenant.
Conditions to Termination. As a condition to the effectiveness of any such termination, Owner shall have (i) obtained not less than ninety (90) days prior to the effective date of any such termination either (A) a replacement Minimum Payment Guaranty (as defined in the Casino Operating Contract) and a release of HET and HOCI from any liability in connection with any Minimum Payment Guaranty previously provided by HET or HOCI and then in effect, or (B) an irrevocable letter of credit from a financial institution satisfactory to HET and HOCI for an amount not less than all contingent loss, cost, liability, expenses or claims against HET and HOCI with respect to any Minimum Payment Guaranty previously provided by HET or HOCI and then in effect, (ii) repaid to HET or HOCI any amounts paid to the State or Owner pursuant to any Minimum Payment Guaranty together with all interest due thereon, (iii) repay all amounts outstanding pursuant to any revolving line of credit provided by HET, HOCI or Manager to Owner within twelve (12) months after the effective date of any such termination, (iv) paid to HET or HOCI any deferred or unpaid fees due with respect to the Minimum Payment Guaranty, (v) repaid any other cash amount due and owing to HET, HOCI, Manager or their Affiliates, and (vi) satisfied all of Owner's obligations pursuant to Article 24.02.
Conditions to Termination. Lender shall, at Borrower’s expense, release or terminate any filings or other agreements that perfect Lender’s security interest in the Collateral, provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person with respect to any Indemnified Matters, upon Lender’s receipt of the following, each in form and content satisfactory to Lender: (a) cash payment in full and performance by Borrower of all Obligations; (b) evidence that the commitment of Lender to make Revolving Advances under the Facility or under any other facility with Borrower has been terminated; (c) a release of all claims against Lender by Borrower, each Guarantor and any other Person party to any Loan Document relating to Lender’s performance and obligations under the Loan Documents; and (d) an agreement by Borrower, each Guarantor, and any new lender to or purchaser of Borrower to indemnify Lender for any payments received by Lender that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason; provided that Lender may waive any such requirement in writing in its sole discretion.
Conditions to Termination. Autonomix agrees to issue the Autonomix Warrant within 5 business days after the satisfaction of the following requirements:
a. Autonomix closing a public offering of its common stock and the listing of Autonomix common stock on a national securities exchange (collectively, a “Qualified Offering”) prior to the one (1) year anniversary of the date hereof.
Conditions to Termination. This termination is conditioned on all of ------------------------- the following:
i) Landlord has received a signed Lease Agreement from SmartPatents, Inc., for 0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx on or before June 24, 1996, and
ii) That Landlord has received a check on or before June 24, 1996 in the amount of $11,565.85 from SmartPatents, Inc., for the remaining unamortized commissions, and
iii) Tenant vacates the Premises no later than 5:00 pm, Saturday July 30, 1996 and leaves same in a clean and undamaged
Conditions to Termination. Except as otherwise provided in Section 11A.2, Sublessor may exercise its right to terminate this Sublease pursuant to subsection 10.2.1 following an Uninsured Loss or pursuant to subsection 11.3.2 following a partial taking if, at the time of the election to terminate, all of the conditions set forth in subsection 11A.1.1 (a) – (c) are satisfied.
(a) No Assignment to MDP, First Encumbrance Holder or Designated Assignee. There has not been an effective assignment following the Uninsured Loss or partial taking of the Sublessor’s interests in the Master Lease to (i) MDP, Ltd., (ii) the “First Encumbrance Holder” (as defined in Section 18.03 of the Master Lease) on the Master Lease, or (iii) the “Designated Assignee” (as defined in Section 9B1(b)(ii) of the Prepaid Sublease) under the Prepaid Subleases within the time provided in Articles 14 and 18 of the Master Lease.
