Surrender and Delivery. Upon termination or cancellation of this Agreement, AIRLINE shall promptly and peaceably surrender to AUTHORITY its Airline Premises and all improvements thereon to which AUTHORITY is entitled in good and fit condition, reasonable wear and tear as well as damage or repair which is the responsibility of AUTHORITY hereunder excepted; provided, however, nothing in this Section 14.01 shall be construed to modify the obligations of the parties set forth in Article 9, Article 10, and Article 11.
Surrender and Delivery. Upon termination or cancellation of this Affiliate Agreement, Affiliated Airline shall promptly and peaceably surrender to the Airline the Affiliated Airline Premises and all improvements thereon in good and fit condition, reasonable wear and tear excepted; provided, however, nothing in this Section 7.1 shall be construed to modify the obligations of the Parties set forth in the Space Rental Agreement or Article 5 hereunder.
Surrender and Delivery. Upon termination of this Agreement by lapse of time or otherwise, as provided herein, or as otherwise agreed to by AUTHORITY and AIRLINE, AIRLINE shall restore its premises to as good and fit condition and promptly and peaceably surrender to AUTHORITY its premises and all improvements thereon to which AUTHORITY is entitled.
Surrender and Delivery. (a) Parent shall act as its own exchange agent for the purpose of exchanging certificates representing shares of Company Stock entitled to receive the Per Share Merger Consideration pursuant to Section 2.03(a) (such certificates, the “Certificates”). Simultaneous with the Effective Time, Parent shall make available, as necessary, via wire transfer as described below, the aggregate amount of the Initial Payment to be delivered in respect of the Certificates. Prior to the Effective Time, Parent shall send to each Shareholder a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to Parent’s legal counsel which legal counsel Parent shall cause to hold the Certificates in trust until the Initial Payment is delivered to the Shareholders as described herein, at which time Parent may cause such legal counsel to deliver the Certificates to Parent) for use in such exchange.
(b) Each holder of shares of Company Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive, upon surrender to Parent (as described in sub. (a), above) of such Certificates, together with a properly completed letter of transmittal, the Per Share Merger Consideration payable pursuant to Section 2.03(a) in respect of the Company Stock represented by such Certificates; provided that the aggregate amount of the Per Share Merger Consideration payable to any holder shall, in each case, be subject to holdback in an amount equal to such Shareholders’ Pro Rata Portion of the Holdback in accordance with Section 2.04. Until so surrendered or transferred, as the case may be, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Per Share Merger Consideration.
(c) If any portion of the aggregate Per Share Merger Consideration is to be delivered to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such delivery that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such delivery shall pay to Parent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not payable...
Surrender and Delivery. Immediately upon termination or the expiration of this Agreement, or upon deletion of any portion of the Premises (including TAP) and Equipment leased hereunder in accordance with Article 5 or 17, the Airline shall peaceably surrender and deliver to the Authority the Premises and Equipment that are the subject of said expiration or termination. Premises and Equipment shall be surrendered in good condition, with the exception of ordinary wear from use of the Premises and Equipment for the purpose for which they were leased. After surrender, the Airline agrees to pay to the Authority the costs, if any, incurred by the Authority to bring the Premises and Equipment up to such condition.
Surrender and Delivery. Upon termination or cancellation of this Agreement, Airline shall promptly and peaceably surrender to City its Airline Premises and all alterations, additions or improvements thereon to which City elects to retain as provided in Section 17.03 below in good and fit condition, reasonable wear and tear as well as damage or repair which is the responsibility of City excepted. In the event the Airline Premises are not so yielded or delivered to City, City shall remedy said Airline Premises and the cost thereof will be invoiced to Airline as other fees and charges under Section 10.03. The Director shall determine the condition of the Airline Premises at the termination of this Agreement by expiration or otherwise.
Surrender and Delivery. Upon termination or cancellation of this Agreement, AIRLINE shall promptly and peaceably surrender to NOAB its Airline Premises and all improvements thereon to which NOAB is entitled in good and fit condition, reasonable wear and tear as well as damage or repair which is the responsibility of NOAB hereunder excepted; provided, however, nothing in this Article 14.01 shall be construed to modify the obligations of the parties set forth in Article 9, Article 10, and Article 11.
Surrender and Delivery. (a) Parent shall act as its own paying agent. Prior to, or promptly after, the Effective Time, but in no event later than three (3) business days after the Effective Time, Parent shall send to each Shareholder a Joinder and Release Agreement (“Joinder and Release”) which shall require that each Shareholder affirm their equity holdings in the Company and provide a waiver and release of claims as to any other equity interests in the Company and agree to be bound by the indemnification provisions of this Agreement.
(b) Each holder of shares of Company Capital Stock that has been converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.03(a) shall be entitled to receive, upon delivery to Parent of the Joinder and Release in respect of the Outstanding Shares held by them, as set forth in such holder’s Joinder and Release, a cash amount equal to the Common Amount Per Share multiplied by the number of Outstanding Shares held by such Holder, rounded to the nearest xxxxx. For the sake of clarity, the aggregate amount of Merger Consideration payable to any holder pursuant to Section 2.03(a) shall, in each case, be subject to the holdback in an amount equal to such Company Stakeholders’ Pro Rata Portion of the Indemnity Holdback in accordance with Section 2.04. Upon Parent’s receipt of an executed Joinder and Release from a Shareholder, Parent shall pay the amounts owing to such Shareholder in accordance with Section 2.03(a)(i) as soon as practicable, but in any event, within three (3) business days of Parent’s receipt thereof.
(c) From and after the Allocation Date, there shall be no further registration or transfers of shares of Company Capital Stock.
(d) Neither Parent nor any of its Affiliates shall be liable to any Shareholder for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws.
(e) Any amounts remaining unclaimed by the holders of shares of Company Capital Stock two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.
Surrender and Delivery. Upon delivery to UUNET of certificates representing the number of fully paid and non-assessable Conversion Shares computed pursuant to this SECTION 6, UUNET shall surrender the Convertible Note to the Company for cancellation.
Surrender and Delivery. Upon the expiration or termination of this Agreement, whichever is earlier, Concessionaire shall surrender the Premises and promptly deliver to the Director all keys Concessionaire, its officers, agents, employees and contractors may have to the Seattle Center and the Premises.
