Common use of Standstill Termination Clause in Contracts

Standstill Termination. As used in this Agreement, "STANDSTILL TERMINATION" means the occurrence of the Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Event of Default occurs other than the Existing Defaults; (b) any failure (other than any failure constituting an Existing Default) by the Borrower or any Subsidiary for any reason to comply with any term, condition, or provision contained in this Agreement or any other Credit Document executed by it; (c) any holder of the Teachers' Notes or any other holder of Debt of the Borrower or any Subsidiary shall commence any action to accelerate such Debt or begin any enforcement action for the collection of such Debt; (d) any forbearance or similar arrangements TIAA enters into with the Borrower shall terminate; (e) any representation made by or on behalf of the Borrower or any Subsidiary in this Agreement or any other Credit Document executed by it or in any other document delivered by it pursuant thereto proves to be incorrect or misleading in any material respect when made (other than any such misrepresentation constituting an Existing Default); or (f) the refinancing and payment or other satisfaction of the Teachers' Notes without a corresponding refinancing or satisfaction of the Obligations. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Bank Group is then permitted and entitled, among other things, to enforce collection of the Obligations, to enforce its liens on the Collateral, and to exercise any and all other rights and remedies that may be available under the Loan Documents or applicable law.

Standstill Termination. As used (a) The agreements of PaineWebber set forth in Sections 2 and 3 of this AgreementAmendment shall terminate and have no further force or effect, "STANDSTILL TERMINATION" means and the occurrence of Initial Standstill Period or the Extended Standstill Expiration DatePeriod, oras the case may be, if earliershall terminate, upon the occurrence of any one or more of the following eventsfollowing: (ai) the Closing Price on the Relevant Exchange of the Paired Shares for any Event of Default occurs Exchange Trading Day during the Initial Standstill Period or the Extended Standstill Period, as the case may be, is equal to or less than $4.50, or (ii) the counterparty to any other than "forward equity" transaction similar to the Existing Defaults; (b) any failure (other than any failure constituting an Existing Default) transaction governed by the Borrower Agreement to which the Companies are party (any such counterparty, a "FET Counterparty" including without limitation affiliates of NationsBank and UBS) shall settle, sell, transfer or otherwise dispose of any economic interest in any Paired Shares held by such FET Counterparty in connection with such transaction or sell, transfer or assign any interest in any agreement relating to any such "forward equity" transaction to any entity that is not an affiliate of such FET counterparty, or (iii) a Cross-Default or a material default under the Agreement (as amended by this Amendment) which remains uncured five days after notice thereof, or (iv) an Acceptable Transaction Agreement entered into by the Companies shall be terminated or the Companies or any Subsidiary for any reason Other Parties shall have publicly announced an intention not to comply proceed with any termthe transactions contemplated by an Acceptable Transaction Agreement unless, conditionat or prior to the time of such termination or announcement, the Companies shall have entered into another Acceptable Transaction Agreement, or provision (v) PaineWebber terminates the Asset Purchase Agreement (the "Bay Xxxxxxx Agreement") relating to Bay Xxxxxxx Racecourse (A) prior to the end of the Due Diligence Period in accordance with subsection 9.1(a)(i) of the Bay Xxxxxxx Agreement, (B) as a result of the Companies' failure to perform any of their material obligations under the Bay Xxxxxxx Agreement or a material breach or inaccuracy of the Companies' representations and warranties contained in this the Bay Xxxxxxx Agreement or any other Credit Document executed by it; (cin accordance with Section 9.1(b) any holder of the Teachers' Notes Bay Xxxxxxx Agreement, except in the case of a material breach or any other holder of Debt inaccuracy of the Borrower Companies' representations and warranties that results from facts or any Subsidiary shall commence any action circumstances occurring after the Bay Xxxxxxx Agreement is signed and unknown to accelerate such Debt or begin any enforcement action for the collection of such Debt; (d) any forbearance or similar arrangements TIAA enters into with Companies at the Borrower shall terminate; (e) any representation made by or on behalf of time the Borrower or any Subsidiary in this Bay Xxxxxxx Agreement or any other Credit Document executed by it or in any other document delivered by it pursuant thereto proves to be incorrect or misleading in any material respect when made (other than any such misrepresentation constituting an Existing Default); is signed, or (fC) as a result of litigation that prohibits the refinancing and payment or other satisfaction of Companies from consummating the Teachers' Notes without a corresponding refinancing or satisfaction of transactions contemplated by the Obligations. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Bay Xxxxxxx Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Bank Group is then permitted and entitled, among other things, to enforce collection of the Obligations, to enforce its liens on the Collateral, and to exercise any and all other rights and remedies that may be available under the Loan Documents or applicable law.

Standstill Termination. As used in this Agreement, "STANDSTILL TERMINATION" means the occurrence of the Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Event of Default occurs other than the Existing Defaults; (b) any failure (other than any failure constituting an Existing Default) by the Borrower or any Subsidiary for any reason to comply with any term, condition, or provision contained in this Agreement or any other Credit Document executed by it; (c) any holder of the Teachers' Notes or any other holder of Debt of the Borrower or any Subsidiary shall commence any action to accelerate such Debt or begin any enforcement action for the collection of such Debt; (d) any forbearance or similar arrangements TIAA enters into with the Borrower shall terminate; (e) any representation made by or on behalf of the Borrower or any Subsidiary in this Agreement or any other Credit Document executed by it or in any other document delivered by it pursuant thereto proves to be incorrect or misleading in any material respect when made (other than any such misrepresentation constituting an Existing Default); or (f) the refinancing and payment or other satisfaction of the Teachers' Notes without a corresponding refinancing or satisfaction of the Obligations; (g) Xxxxxxxx Casting UK Limited shall fail to repay no later than the second Business Day after the effectiveness of this Agreement at least $5,000,000 to the Borrower as a repayment on the intercompany note that is pledged to the Collateral Agent; or (h) Xxxxxxxx Casting UK Limited shall fail to provide by October 12, 2001 all necessary letters of credit or other indemnity arrangements (estimated to be about $4,000,000) in support of the workers' compensation liabilities of the Borrower and its Subsidiaries. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Bank Group is then permitted and entitled, among other things, to enforce collection of the Obligations, to enforce its liens on the Collateral, and to exercise any and all other rights and remedies that may be available under the Loan Documents or applicable law.