Contingency Regarding Termination Fee Sample Clauses

Contingency Regarding Termination Fee. If any payment, or any part thereof, made in connection with this Agreement or the Existing Lease is subsequently invalidated, declared to be fraudulent or preferential, set aside or avoided and/or required to be rescinded or returned by the Landlord for any reason whatsoever (including, but not limited to, the insolvency, bankruptcy or reorganization of Tenant) then the release of Tenant by Landlord will, at the election of Landlord, be voided as if never made, and the liability of Tenant to Landlord for loss of Rent and other damages caused by Tenant’s default under the Existing Lease shall not be limited or released by this Agreement and shall be revived, reinstated and restored, and shall exist as if this Agreement had not compromised and limited such liability, and in such event the Existing Lease and Tenant’s right to possession of the Existing Premises shall remain terminated as of the Effective Date and then Landlord’s claims and remedies against Tenant shall be for the full amount of monetary damages caused by Tenant’s default under the Existing Lease as would be recoverable under Section 1951.2 of the California Civil Code upon abandonment of the Existing Premises by Tenant as of the Effective Date and/or termination of the Existing Lease as of the Effective Date because of Tenant’s default.
Sample 1
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Contingency Regarding Termination Fee. If any payment, or any part thereof, made in connection with this Agreement or the Lease is subsequently invalidated, declared to be fraudulent or preferential, set aside or avoided and/or required to be rescinded or returned by the Landlord for any reason whatsoever (including, but not limited to, the insolvency, bankruptcy or reorganization of Tenant) then the release of Tenant by Landlord will, at the election of Landlord, be voided as if never made, and the liability of Tenant to Landlord for loss of Rent and other damages caused by Tenant's default under the Lease shall not be limited or released by this Agreement and shall be revived, reinstated and restored, and shall exist as if this Agreement had not compromised and limited such liability, and in such event the Lease and Tenant's right to possession of the Premises shall remain terminated pursuant to this Agreement, with such transfer effective on the date of execution of this Agreement and the last day of the Term of the Lease (and Tenant's right to possession) advanced to and ending upon the Termination Date, and in such event Landlord's claims and remedies against Tenant shall be for the full amount of monetary damages caused by Tenant's default under the Lease as would be recoverable under Section 1951.2 of the California Civil Code upon abandonment of the Premises by Tenant as of the Termination Date and/or termination of the Lease as of the Termination Date because of Tenant's default.
Sample 1

Related to Contingency Regarding Termination Fee

  • Closing Termination The closing of the Transaction (the “Closing”) shall be effective between the Parties as of 12:00 p.m. Eastern Daylight Time on January 6, 2006 (the “Closing Date”). However, in the event that the Parties have not satisfied all of the conditions necessary to Close by the Closing Date including, without limitation, the completion, review and approval of the Disclosure Schedule (hereinafter the “Closing Conditions”) then, in such event, either Party may extend the time period for satisfying such Closing Conditions until 4:00 p.m. Eastern Daylight Time, February 28, 2006 (hereinafter the “Extended Time”) with the understanding and agreement that if the Closing Conditions are completed to the mutual satisfaction of the Parties by the Extended Time that this Transaction shall be effective as of the Closing Date. In the event that the Closing Conditions have not been completed to the mutual satisfaction of the Parties by the Extended Time, this Agreement may be terminated by either Party unless the Parties through their respective legal counsel otherwise agree in writing to an additional extension of time not to exceed ten (10) consecutive days beginning on the day immediately following the Extended Time for satisfying such Closing Conditions. The Closing shall be conducted remotely through the exchange of documents via fax or email with original documents exchanged via overnight, next day delivery by a reputable national courier on the Closing Date or, if the time for satisfying the Closing Conditions has been extended to the Extended Time, on the date on which the Extended Time ends. All deliveries made at the Closing shall be deemed to have been made simultaneously except as one delivery must logically be deemed to precede or follow another.

  • Payments Following Termination (a) If the Employment is terminated for any reason, either by the Company or by the Executive’s resignation, then the Company shall pay the Executive the following amounts as part of the Company’s next regular payroll cycle but in no event later than thirty (30) days after the Termination Date, to the extent that the same have not already been paid;

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • CIC Qualifying Termination If the Executive is subject to a CIC Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

  • Conditions to Closing Termination 34 6.1 Conditions Precedent to Obligations of Purchaser........................... 34 6.2 Conditions Precedent to the Obligations of the Shareholders................ 37 6.3 Termination................................................................ 38

  • Amendment Termination Etc This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be amended, modified or extended, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Shareholders that hold a majority of the Registrable Securities held by all the Shareholders; provided, however, that any amendment, modification, extension or waiver (an “Amendment”) shall also require the consent of any Shareholder who would be disproportionately and adversely affected thereby. Each such Amendment shall be binding upon each of the Parties and each Holder subject hereto. In addition, each of the Parties and each Holder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. This Agreement may be terminated only by an agreement in writing signed by the Company and each of the Shareholders who then hold Registrable Securities. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each person entitled to indemnification or contribution under this Agreement shall retain such indemnification and contribution rights respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Qualifying Terminations The occurrence of any one of the following events within twenty-four calendar months after a Change in Control of the Company will trigger the payment of Severance Benefits under this Agreement:

  • Event of Termination As soon as reasonably practicable and in any event within two (2) Business Days after any Responsible Officer of the Borrower obtains knowledge of the occurrence of each Event of Termination or Incipient Event of Termination (if such Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Borrower setting forth the details of such Event of Termination or Incipient Event of Termination and the action which the Borrower is taking or proposes to take with respect thereto.

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