OBLIGATION TO VACATE: ORDERLY TRANSITION Sample Clauses

OBLIGATION TO VACATE: ORDERLY TRANSITION. Upon termination of this Agreement, Manager promptly will vacate any office space provided by Owner for the location of Manager's personnel, and will restore any such office space to the same condition that it was in at the time such space was first provided to Manager, or to such better condition as may have existed at any time during the term of this Agreement, reasonable wear and tear excepted. Upon termination of this Agreement, Manager will cooperate in all respects in order to effect an orderly transition of the management functions to a new manager. Manager's obligations under SECTION 12.3 and this SECTION 12.4 will survive termination of this Agreement.
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OBLIGATION TO VACATE: ORDERLY TRANSITION. Upon termination of this Agreement, Manager promptly will vacate any office space provided by Owner for the location of Manager’s personnel. Upon termination of this Agreement, Manager will cooperate in all respects in order to effect an orderly transition of the management functions to a new manager. Manager’s obligations under Section 12.04 and this Section 12.05 will survive termination of this Agreement.
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OBLIGATION TO VACATE: ORDERLY TRANSITION. Upon termination of this Agreement, Manager promptly will vacate any office space provided by City for the location of Manager’s personnel, reasonable wear and tear excepted. Upon termination of this Agreement, Manager will cooperate in all respects in order to effect an orderly transition of the management functions to a new manager. Manager’s obligations under Section 9.3 and this Section 9.4 will survive termination of this Agreement. Following termination of this Agreement, neither party shall have any rights or duties hereunder, except that there shall survive such termination: (a) all provisions hereof which expressly declare their survival; (b) those provisions hereof which are necessary to the proper interpretation and enforcement of the provisions described in clause (a), to the extent of such necessity; and (c) rights and remedies respecting pre-termination breaches hereof. Termination of this Agreement between City and Manager shall not constitute grounds for a termination of Hardball's rights under the Stadium License Agreement.
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OBLIGATION TO VACATE: ORDERLY TRANSITION. Upon termination of this Agreement, the Liquidator promptly will vacate any office space provided by the Company for the location of the Liquidator's personnel. Upon termination of this Agreement, the Company and the Liquidator will cooperate in all reasonable respects in order to effect an orderly transition of the functions hereunder to a new liquidator. The Liquidator's and the Company's obligations under Section 8.6 and this Section 8.7 shall survive termination of this Agreement.
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OBLIGATION TO VACATE: ORDERLY TRANSITION. Upon the expiration or termination of this Agreement, the SWPM promptly will vacate any office space provided by the Port Authority for the location of the SWPM’s personnel and will restore any such office space to the same condition that it was in at the time such space was first provided to the SWPM or to such better condition as may have existed at any time during the term of this Agreement. Upon the expiration or termination of this Agreement, the SWPM will cooperate in all respects and use its best efforts in order to affect an orderly transition of the employment and management functions to a new SWPM. Without limiting the generality of the foregoing, upon termination, cancellation, or expiration of this Agreement as provided above, the SWPM shall immediately surrender to the Port Authority, or its nominee, custody and possession of the Site Wide Managed Areas, as well as all keys, tools, equipment, and all security devices; deliver all funds held by the SWPM relating to the Site Wide Managed Areas to the Port Authority in accordance with the Port Authority’s instructions; and within five (5) business days following such termination or expiration deliver to the Port Authority, or its nominee all books, computer software, electronic data, documents, tenant leases, and records theretofore maintained by the SWPM with respect to the Site Wide Managed Areas, together with all inventory in its possession or control belonging to the Port Authority or received by the SWPM pursuant to the terms of this Agreement. In addition, the SWPM shall assign, transfer, or convey to the Port Authority, or its nominee, all leases, service contracts, and inventory relating to or used in the operation and maintenance of the Site Wide Managed Areas,‌ except any personal property which was paid for with the SWPM’s own funds and not reimbursed by the Port Authority. The SWPM shall render a full accounting to the Port Authority, including all statements and reports in the forms herein required, and confirmation of ending inventory for the final period ending with the termination date. The SWPM shall facilitate the hiring by the Port Authority or the Port Authority’s designee of any on-site staff at the level of building the SWPM and assistant engineer or higher as requested in writing by the Port Authority. The SWPM shall, at its sole cost and expense and within ten (10) days of such termination, expiration, or cancellation, remove all management and leasing signs on the Site W...
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Related to OBLIGATION TO VACATE: ORDERLY TRANSITION

  • Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3.p) or (y) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence of the Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or (B) the value of the Warrant as a result of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th day after the Effectiveness Deadline and 75th day thereafter, for as long as the Effectiveness Failure continues, and (iii) 12.0% thereafter for as long as the Effectiveness Failure continues.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Limitation of responsibility of Existing Lender (a) Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for the legality, validity, adequacy, accuracy, completeness or performance of:

  • Obligation to Suspend Distribution Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Condition to Company Action The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

  • Limitation of responsibility of Existing Lenders (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

  • Liability; Provisions that Survive Termination If this Agreement is terminated pursuant to this Article VII, such termination shall be without liability of any party hereto to any other party hereto except as provided in Section 9.02 and for the Company’s obligations in respect of all prior Issuance Notices, and provided further that in any case the provisions of Article VI, Article VIII and Article IX shall survive termination of this Agreement without limitation.

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