If No Termination Sample Clauses

If No Termination. If a Casualty occurs and Buyer either does not or elects not to exercise the right under Section 9.3.1 to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall receive, at Buyer’s election:
Sample 1See All (5)
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If No Termination. If a Casualty occurs and Buyer does not have the right or does not elect to exercise the right under Section 9.3.1 to terminate this Agreement, this Agreement shall continue in force. In such case and if the Casualty affects a material part of the Hotel, at Closing Seller shall pay over to Buyer the amount of any insurance proceeds, condemnation awards or other amounts in connection with such Casualty (“Proceeds”) which have already been received by Seller, shall assign to Buyer all of Seller’s rights to Proceeds which may then be or thereafter become payable and shall credit Buyer with the amount of any applicable insurance deductible, except that Seller shall retain the right to Proceeds payable under business interruption or rent loss insurance to the extent applicable to periods before the Closing Date, and the Proceeds of property hazard insurance to the extent Seller has incurred costs to repair or replace property damaged as a result of such Casualty). If the Casualty does not affect a material part of the Hotel, at Closing Seller shall give Buyer a credit for the lesser of (A) reasonably estimated cost to repair the Casualty or (B) the deductible under the property hazard insurance covering the Hotel (less in each case the amount expended by Seller to restore the Hotel) and Seller shall retain the right to Proceeds payable in connection with such Casualty.
Sample 1See All (4)
If No Termination. If a Casualty occurs and Buyer either does not have or elects not to exercise the right under Section 9.3.1 to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall receive: (i) a credit against the Purchase Price equal to (A) the amount, if any, of Proceeds received by Seller prior to Closing in connection with such Casualty, plus (B) the lesser of the “deductible” or self retained limit under the property hazard insurance covering the Property or the reasonably estimated cost of repairing, restoring or replacing the portion of the Property damaged or destroyed by such Casualty, minus (C) the amount (if any) actually expended by Seller to repair, restore or replace the damaged portions of the Property; and (ii) an assignment of Seller’s rights to all Proceeds which may then be or thereafter become payable. If the credit formula specified in clause (A) above results in a negative number, then Seller (rather than Buyer) shall be entitled to a credit, in the amount by which (i) the amount actually expended by Seller to repair, restore or replace the damaged portions of the Property exceeds (ii) the Proceeds received by Seller; but if such credit to Seller would exceed the amount of Proceeds assigned to Buyer at Closing (or if there are no Proceeds to assign), then Seller shall instead retain the right to receive such Proceeds (if any) and receive no credit.
Sample 1
If No Termination. (1) If, prior to Closing, any part of the Hotel Premises of any Hotel is damaged or destroyed (a "Casualty"), and Buyer either does not have or elects not to exercise the right under Section 9.3(a) to terminate this Agreement, this Agreement shall continue in force and, upon Closing:
Sample 1
If No Termination. In the event Buyer does not terminate this Agreement pursuant to Section 6.1 above or in the event of the occurrence of any casualty to the Property after the Effective Date and before the close of Escrow which shall cost Two Hundred Thousand Dollars ($200,000.00) or less, will take less than six (6) months to repair and will not allow any Tenant to terminate its Lease, or the commencement of any eminent domain or condemnation proceedings with respect to any non-material portion of the Property, the obligations of the parties hereunder shall be unaffected and the parties shall proceed to close of Escrow without reduction of the Purchase Price. In such case, Seller shall deliver to Buyer, on the Closing Date, as applicable (i) the proceeds, if any, of all insurance coverage applicable to such damage previously received by Seller and an assignment of all insurance proceeds, if any, applicable thereto, plus an amount equal to the lesser of (1) the deductible amount under Seller’s casualty insurance policy, or (2) the difference obtained by subtracting the insurance proceeds available on account of such damage from the reasonable cost to repair or restore the damaged property, or (ii) the condemnation proceeds, if any, previously received by Seller and an assignment of all condemnation proceeds, if any, applicable thereto. Seller shall not settle any insurance or condemnation claim without the prior written consent of Buyer which shall not be unreasonably withheld or delayed.
Sample 1
If No Termination. In the event that a Casualty occurs and Buyer either does not have or does not elect to exercise a right to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall be entitled to all insurance proceeds, condemnation awards or other amounts which have been paid or may thereafter be payable to FFLP or Seller by any person in connection with such Casualty ("Proceeds"), and at Closing Seller shall pay over to Buyer the amount of any Proceeds already received by FFLP or Seller and shall assign Buyer all of Seller's or FFLP's rights to Proceeds which may then be or thereafter become payable.
Sample 1
If No Termination. In the event of a Condemnation of less than a material portion of the Premises and Improvements, or a Condemnation of a material portion in which neither party exercises its right of termination under Section 10.4.1, this Agreement shall remain in force and effect as to the remaining part of the Hotel and Owner shall use the compensation paid on account of such Condemnation (the “Award”) for Restoration. The balance of any Awards shall belong to Owner.
Sample 1
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If No Termination. In the event that a Material Casualty or any other damage, destruction or taking of the Property by eminent domain occurs and neither Party has or elects to exercise a permitted right to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall be entitled to all insurance proceeds (other than proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), condemnation awards or other amounts which have been paid or may thereafter be payable to Seller by any person in connection with such Casualty ("Proceeds"), and at Closing Seller shall pay over to Buyer the amount of any Proceeds already received by Seller (except to the extent expended by Seller to repair or restore the Property), assign Buyer all of Seller's rights to Proceeds which may then be or thereafter become payable and credit Buyer with an amount equal to the least of (A) the "deductible" under the applicable property hazard insurance policy or (B) the reasonably estimated cost of repairing or restoring the Property.
Sample 1
If No Termination. If a Casualty occurs and Buyer either does not have or elects not to exercise the right under Section 12.01 to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall receive: (a) a credit against the Purchase Price equal to (A) the amount, if any, of Proceeds received by Seller prior to Closing in connection with such Casualty, plus (B) the “deductible” or self retained limit under the property hazard insurance covering the Real Property, minus (C) the amount (if any) actually expended by Seller to repair, restore or replace the damaged portions of the Real Property; and (b) an assignment of Seller’s rights to all Proceeds which may then be or thereafter become payable. Except for emergency repairs required to prevent an imminent peril to human health or safety or to avoid further material damage to the Real Property, Seller shall not begin any repair, restoration or replacement without Purchaser’s written approval, which Real Property shall not unreasonably withhold or delay. Section 12.03
Sample 1

Related to If No Termination

  • No Termination This is a continuing irrevocable guaranty and shall remain in full force and effect and be binding upon the undersigned, and each of the undersigned's successors and assigns, until all of the Obligations have been paid in full and Laurus' obligation to extend credit pursuant to the Documents has been irrevocably terminated. If any of the present or future Obligations are guarantied by persons, partnerships or corporations in addition to the undersigned, the death, release or discharge in whole or in part or the bankruptcy, merger, consolidation, incorporation, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of any undersigned under this Guaranty.

  • No Termination Event There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to Section 12(a).

  • No Termination or Abatement Lessee shall remain obligated under this Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting any Person or any Governmental Authority, or any action with respect to this Lease or any Operative Agreement which may be taken by any trustee, receiver or liquidator of any Person or any Governmental Authority or by any court with respect to any Person, or any Governmental Authority. Lessee hereby waives all right (a) to terminate or surrender this Lease (except as permitted under the terms of the Operative Agreements) or (b) to avail itself of any abatement, suspension, deferment, reduction, setoff, counterclaim or defense with respect to any Rent. Lessee shall remain obligated under this Lease in accordance with its terms and Lessee hereby waives any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound by all of the terms and conditions contained in this Lease.

  • No Termination, Abatement, Etc Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation, (b) the lawful or unlawful prohibition of, or restriction upon, Tenant’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Modification or Termination The Loan Documents may only be modified or terminated by a written instrument or instruments intended for that purpose and executed by the party against which enforcement of the modification or termination is asserted. Any alleged modification or termination which is not so documented shall not be effective as to any party.

  • Termination or Abandonment Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company:

  • Partial Termination The Authority is entitled to terminate all or part of this Framework Agreement pursuant to this Clause 26, provided always that the parts of this Framework Agreement not terminated can operate effectively to deliver the intended purpose of this Framework Agreement.

  • Other Termination If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

  • 1Termination This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to xxx for any breach by any other party (or parties).

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