CONTINUED OBLIGATIONS OF OWNER Sample Clauses

CONTINUED OBLIGATIONS OF OWNER. (a) Upon the termination or expiration of this Agreement for any reason, Owner shall, subject to the limitations contained in this Agreement, remain obligated to Manager for any unpaid Management Fee (as defined below) earned by Manager pursuant to SECTION 10.1 through the date of termination and for all reimbursements due to Manager pursuant to this Agreement (offset, however, by (i) the amount of any damages incurred by Owner as the result of any defaults by Manager under this Agreement, including, without limitation, the reasonable expenses of Owner and Owner incurred in curing such default, and (ii) any other amounts due to Owner from Manager). Owner agrees to defend, indemnify and hold Manager free and harmless against any and all Losses (as defined below) arising from the acts of Owner or any successor to Manager under the Contracts (as defined below) following the date of termination as provided in SECTION 7.1(m) of this Agreement. (b) In the event Owner terminates this Agreement by reason of a sale or other conveyance of any or all of the Projects as described in SECTION 3.3, the following provisions shall govern with respect to the payment of the Management Fee with respect to each Project sold or conveyed: (i) If Owner gives Manager at least thirty (30) days' prior written notice of such sale and termination of this Agreement or, without regard to whether any such prior notice is given, the transferee elects to engage Manager to lease, manage and operate the transferred Project or, in the case of the sale or conveyance of all of the Projects, to assume Owner's and Owner's obligations hereunder, Owner shall pay to Manager any unpaid portion of the Management Fee earned with respect to each Project being sold or conveyed as of the date of termination or transfer, as well as any other expenses payable to Manager hereunder as of such date, and no further sums shall be due Manager from Owner; or (ii) If Owner fails to give Manager at least thirty (30) days' prior written notice of such sale and termination and the transferee elects not to engage Manager or to assume Owner's obligations hereunder, Owner shall pay to Manager, in addition to the portion of the Management Fee earned with respect to each Project being sold or conveyed, through the date of termination, an amount equal to the Management Fee Manager would have earned with respect to such Project(s), but for the termination, during the thirty (30) days' period following such termination. Excep...
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Related to CONTINUED OBLIGATIONS OF OWNER

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • Conditions to the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:

  • Certain Obligations of Owners and Beneficial Owners of Receipts SECTION 3.01 Filing Proofs, Certificates and Other Information.

  • Certain Obligations of Owners of Receipts SECTION 3.01. Filing Proofs, Certificates and Other Information.

  • Conditions to the Obligations of Each Party The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions:

  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Payment of Leasehold Obligations Each Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agent’s request will provide evidence of having done so.

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

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