Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19. (b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value. (c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations. (d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20. (e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 4 contracts
Samples: Lease Agreement (Tower Automotive, LLC), Lease Agreement (Tower Automotive, LLC), Lease Agreement (Tower Automotive, LLC)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (aincluding, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) If either The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) all A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of any Related Premises shall be taken by a Taking the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any substantial portion final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any Related Premises events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises continuing for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in written notice by the case Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of (ii) abovethe Required Banks, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election elected to terminate this Lease as Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance Guarantor with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) written notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premisestermination; provided, -------- however, that the Basic Rent for Administrative Agent's failure to provide such notice shall ------- not affect in any manner the Remaining Premises to be paid after effectiveness of such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premisestermination.
Appears in 4 contracts
Samples: 1997 Director & Officer Loan Credit Agreement (Conseco Inc), 1997 Director & Officer Loan Credit Agreement (Conseco Inc), Loan Agreement (Conseco Inc)
Termination Events. The Issuer or the Cash Manager on its behalf:
(a) If either may (with the prior written consent of the Security Trustee) terminate this Agreement and close the Swap Collateral Account in the event that the matters specified in paragraphs (i) all to (iii) (inclusive) below occur; and
(b) shall (with the prior written consent of the Security Trustee) terminate this Agreement and close the Swap Collateral Account in the event that any of the matters specified in paragraphs (iv) to (vii) (inclusive) below occur, in each case by serving a written notice of termination on the Swap Collateral Account Bank (with a copy to, as applicable, the Cash Manager, the Issuer and the Security Trustee) (such termination to be effective on the third Business Day following service of such notice subject as provided below) in any of the following circumstances (each a Swap Collateral Account Bank Termination Event):
(i) if a deduction or withholding for or on account of any Related Premises shall Tax is imposed, or it appears likely that such a deduction or withholding will be taken by a Taking or imposed, in respect of the interest payable on the Swap Collateral Account; or
(ii) default by the Swap Collateral Account Bank in the performance of its obligations under this Agreement which continues unremedied for a period of 20 Business Days after receiving notice or becoming aware of such default; or
(iii) if the Swap Collateral Account Bank materially breaches its obligations under this Agreement, the Deed of Charge or any substantial portion other Transaction Document to which the Swap Collateral Account Bank is a party provided the Cash Manager acting reasonably and following receipt of a Ratings Confirmation from each Rating Agency determines that termination of this Agreement following such breach would not adversely affect the then ratings of the Class A Notes; or
(iv) if the Swap Collateral Account Bank fails to maintain the Swap Collateral Account Bank Rating and the Issuer does not, within 30 calendar days of such occurrence, take, or procure to be taken, any Related Premises shall be taken by a Taking of the actions referred to in Clause 9.7 (Loss of Swap Collateral Account Bank Ratings); or
(v) if the Swap Collateral Account Bank, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in paragraph (vi) below, ceases or, through an authorised action of the board of directors of the Swap Collateral Account Bank, threatens to cease to carry on all or substantially all of its business or the Swap Collateral Account Bank is unable or admits inability to pay its debts as and when they fall due within the meaning of Section 123 of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(1)(e) of the Insolvency Act) and Section 123(2) of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(2) of the Insolvency Act) (as that Section may be amended) or ceases to be an authorised institution under FSMA 2000; or
(vi) if an order is made or an effective resolution is passed for the winding-up of the Swap Collateral Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Issuer and the Security Trustee; or
(vii) if proceedings are initiated against the Swap Collateral Account Bank under any substantial portion applicable liquidation, insolvency, bankruptcy, examinership, sequestration, composition, reorganisation (other than a reorganisation where the Swap Collateral Account Bank is solvent) or other similar laws (including, but not limited to, presentation of any Related Premises shall be totally damaged or destroyed by a Casualty and, petition for an administration order) unless (except in the case of a Casualtypresentation of petition for an administration order) such proceedings are, Tenant certifies and covenants to Landlord that it will abandon operations at in the Related Premises for a period of not less than five (5) Lease Years, (any one or all reasonable opinion of the Related Premises described Issuer, being disputed in good faith with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the above clauses (i) and (ii) above being hereinafter referred Swap Collateral Account Bank or in relation to as the “Affected Premises” and each whole or any substantial part of the events described in undertaking or assets of the above clauses Swap Collateral Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Swap Collateral Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Swap Collateral Account Bank and such possession or process (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be) is not discharged or otherwise ceases to apply within 30 calendar days of its commencement, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereofSwap Collateral Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, if anyinsolvency, and any Net Awardbankruptcy, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove providedexaminership, this Lease shall remain in full force and effect as to the Remaining Premises; providedcomposition, that the Basic Rent reorganisation or other similar laws or makes a conveyance or assignment for the Remaining Premises benefit of its creditors generally or takes steps with a view to be paid after such termination shall be the Basic Rent otherwise payable hereunder with obtaining a moratorium in respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premisesany indebtedness.
Appears in 3 contracts
Samples: Swap Collateral Account Bank Agreement, Swap Collateral Bank Account Agreement, Swap Collateral Account Bank Agreement
Termination Events. Subject to Clause 17.1, this Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5thirty) Lease Years, days to the Seller;
(any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (xc) in the case event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (iseven) above, Tenant shall be obligateddays of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within thirty a period of 30 (30thirty) days after Tenant receives from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a Condemnation Notice and further written notice of 30 (ythirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the case event that the Level of Delivery falls below 30% (iithirty per cent.) aboveor the Level of Lifting falls below 30% (thirty per cent.), Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice Purchaser or thirty (30) days after the CasualtySeller, as the case may be, to give to Landlord written notice (a “Termination Notice”) in shall have the form described in Paragraph 18(b) of the Tenant’s election right to terminate this Lease as to Agreement after providing the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance other Party with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) prior written notice of Tenant’s intention not less than 30 (thirty) days. However, such notice is to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety be issued within 60 (90sixty) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board end of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Daterelevant Year; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to that the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Seller shall not have received a right to terminate the full amount Agreement pursuant to this sub- clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the Net Award payable fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; In the event the Level of Lifting falls below 30% (thirty per cent.) and the FSA is liable for termination, the Purchaser can keep their FSA alive by reason paying applicable Penalty as calculated in terms of clause 5.6 or Security Deposit(Performance Security) amount whichever is higher. The willing bidders shall have to request concerned coal companies within 30 days of completion of relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The FSAs shall be revived after receipt of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises required penal amount. No backlog quantity shall be automatically extended to admissible. There shall not be any financial liability for either parties during the first Basic Rent Payment Date after the receipt by Landlord dormant period of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.FSA
(e) In subject to Clause 5.3, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clause 3.4 and clause 3.5.4 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) subject to Clause 21.11, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(l) The Fuel Supply Agreement(FSA), executed thereof, shall be valid for the Remaining Premises entire tenure of the agreement. Any premature exit by the Consumer/Buyer except for the reasons of exigencies/force majeure/operational issues faced by supplying coal company including change in contracted grade/Govt. regulation shall attract penal provisions as mentioned in clause 17.1 ; and/ or pursuant to be paid after such termination Clause 17.2, Clause 4.3.1, Clause 4.4, Clause 5.2 (d) and Clause 21.11 or any other applicable clause.
(m) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Final Verification Agency, is less than the Minimum Quantity as per the Scheme Document, the Agreement shall be stand terminated without requirement of any further actions in this regard by the Basic Rent otherwise payable hereunder Parties;
(n) In case the Purchaser fails to submit the CCO Certificate in accordance with respect the Clause 5.2(a), then the Seller shall have the right to terminate the Agreement by giving prior written notice of 15 (fifteen) days to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesPurchaser.
Appears in 3 contracts
Samples: Fuel Supply Agreement, Fuel Supply Agreement, Fuel Supply Agreement
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in No Party will have the case of a Casualty, Tenant certifies and covenants right to Landlord that it will abandon operations at the Related Premises terminate this Agreement for a period of not less than five thirty-six (536) Lease Years, (any one or all of months after the Related Premises described in Effective Date unless the above clauses grounds for termination are:
(i) that another Party has been convicted of a violation of a Federal, state or local criminal statute and such conviction actually and materially adversely affects that Party's ability to perform its obligations under this Agreement;
(ii) above being hereinafter referred that a final judgment has been entered against another Party finding said Party in violation of a Federal, state or local statute or regulation and such final judgment actually and materially affects that Party's ability to perform its obligations under this Agreement;
(iii) that another Party has (a) filed a voluntary petition in bankruptcy or voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts, or any other relief under the Federal Bankruptcy Code or under any other insolvency act or law now or hereafter existing, (b) made a general assignment for the benefit of creditors, or (c) admitted in writing its inability to pay its debts as they mature;
(iv) that another Party has had (a) an involuntary petition filed against it seeking reorganization, arrangement, readjustment of its debts, or any other relief under the “Affected Premises” Federal Bankruptcy Code or under any other insolvency act or law now or hereafter existing (b) a receiver or trustee appointed involuntarily, and each of the events described in the above clauses such petition or action is not suspended, stayed or dismissed within sixty (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (3060) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice filing or thirty (30) days after the Casualtyappointment, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(bv) A Termination Notice shall contain that a Final Order has been issued by the Arbitrator containing a finding of a material breach of contract, representation or warranty given by a Party in this Agreement or of any other material breach of this Agreement by the Party against which termination is sought; or
(ivi) notice that a Change of Tenant’s intention Control has occurred involving a Party, other than a transaction constituting a Change of Control by one Party of another Party. With respect to terminate this Lease as a termination pursuant to subsections (i)-(iv) the Affected Premises on Party seeking termination will provide the first Basic Rent Payment Date which occurs at least ninety other Parties sixty (9060) days after written notice following the Fair Market Value Date occurrence of the event creating the grounds for termination; and, with respect to a termination pursuant to subsection (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(iivi), the certification and covenant described therein and a certified resolution Party seeking termination will provide the other Parties one hundred twenty (120) days written notice following the occurrence of the Board of Directors of Tenant authorizing event creating the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord grounds for termination; and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to a termination pursuant to subsection (v), the Affected Premises as provided above, Landlord shall not Party seeking termination will have received the full amount right to an immediate termination following receipt of the Net Award payable by reason of the applicable Termination EventFinal Order, then but in no event sooner than sixty (60) days from the date on which this Lease is to terminate with respect to a Party first notifies the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord others in writing of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligationsbreach.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 3 contracts
Samples: Master Agreement (Sprint Spectrum Finance Corp), Master Agreement (Sprint Spectrum L P), Master Agreement (Sprint Spectrum L P)
Termination Events. The Guarantor LP (or the Cash Manager on its behalf):
(a) If either may (with the prior written consent of the Bond Trustee, provided that the Bond Trustee’s consent shall only be withheld if the Bond Trustee is of the opinion that the interest of the holders of the Covered Bonds of any one or more Series would be materially prejudiced by the termination of the Standby Account Bank) in the event that the matters specified in paragraph (i) all or (vi) below occur; and
(b) shall (with the prior written consent of the Bond Trustee, provided that the Bond Trustee’s consent shall only be withheld if the Bond Trustee considers the termination of the Standby Account Bank to be materially prejudicial to the interests of the Bondholders), and the Bond Trustee may in such circumstances, terminate this Agreement in the event that any Related Premises shall be taken by a Taking or of the matters specified in paragraphs (ii) to (v) (inclusive) below occur; in each case by serving a written notice of termination on the Standby Account Bank, such notice to be delivered within two Business Day in the event of the occurrence specified in paragraph (ii) below (such termination to be effective three Business Days following service of such notice) directing the the Standby Account Bank to transfer all funds held in the Guarantor LP Accounts to replacement accounts under the terms of a new bank account agreement and a new guaranteed investment contract to be entered into by the parties hereto (excluding the Standby Account Bank) substantially on the same terms as this Agreement and the Standby GIC Agreement, respectively, with a financial institution whose ratings or assessments by the Rating Agencies are equal to or greater than the Standby Account Bank Ratings, in any substantial portion of the following circumstances:
(i) if a deduction or withholding for or on account of any Related Premises shall taxes is imposed, or it appears likely that such a deduction or withholding will be taken imposed, in respect of the interest payable on any Guarantor LP Account;
(ii) if the ratings or assessments of the Standby Account Bank by a Taking the Rating Agencies fall below the Standby Account Bank Ratings;
(iii) if the Standby Account Bank, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorized action of the board of directors of the Standby Account Bank, threatens to cease to carry on all or substantially all of its business or the Standby Account Bank;
(iv) if an order is made or an effective resolution is passed for the winding-up of the Standby Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Guarantor LP and the Bond Trustee (such approval not to be unreasonably withheld or delayed);
(v) if proceedings are initiated against the Standby Account Bank under any substantial portion applicable liquidation, insolvency, bankruptcy, sequestration, composition, reorganisation (other than a reorganisation where the Standby Account Bank is solvent) or other similar laws (including, but not limited to, presentation of any Related Premises shall be totally damaged or destroyed by a Casualty and, petition for an administration order) and (except in the case of a Casualtypresentation of petition for an administration order) such proceedings are not, Tenant certifies and covenants to Landlord that it will abandon operations at in the Related Premises for a period of not less than five (5) Lease Years, (any one or all reasonable opinion of the Related Premises described Guarantor LP, being disputed in good faith with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the above clauses (i) and (ii) above being hereinafter referred Standby Account Bank or in relation to as the “Affected Premises” and each whole or any substantial part of the events described in undertaking or assets of the above clauses Standby Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Standby Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Standby Account Bank and such possession or process (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Standby Account Bank initiates or consents to give judicial proceedings relating to Landlord written notice (itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a “Termination Notice”) in conveyance or assignment for the form described in Paragraph 18(b) benefit of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.its creditors generally; or
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iiivi) if the Termination Event is an event described Standby Account Bank breaches its obligations under this Agreement (including the representations, warranties and covenants contained in Paragraph 18(a)(iiSection 8.1), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination NoticeGuaranteed Investment Contract, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20Security Agreement.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 2 contracts
Samples: Standby Bank Account Agreement (RBC Covered Bond Guarantor Limited Partnership), Standby Bank Account Agreement
Termination Events. (a) If either In the event of a breach of a material term of (ix) all this Agreement by Change Your Life or the Xxxxxxx Group (y) of any Related Premises shall be taken Sections 3.3 and 8.5 of the Contribution and Exchange Agreement by a Taking and among Change Your Life, GHS, Inc. and certain of the stockholders of GHS, Inc. or (iiz) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion the obligations of any Related Premises shall be totally damaged or destroyed by a Casualty andGHS, in Inc. to Xxxxxxx under that certain letter agreement dated April 23, 1999 regarding reimbursement of expenses, the case of a Casualty, Tenant certifies and covenants to Landlord non-breaching party may terminate this Agreement provided that it will abandon operations at has given the Related Premises for a period breaching party written notice of such breach and the breaching party has not less than five (5) Lease Years, (any one or all within the 45 business days of the Related Premises described in receipt of such notice, corrected such breach if it is capable of correction, provided however, that if the above clauses (i) and (ii) above breaching party believes the breach is incapable of being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) cured, said question shall hereinafter be referred to as a “Termination Event”)arbitration under the terms of Section 13.5. In the event the arbitration concludes that the breach was curable but was not cured, then (x) the Agreement shall terminate upon such finding and the breaching party may be found liable for damages in the case arbitration. If, however, the arbitration finds that the breach was not capable of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Noticebeing cured, then Tenant shall rebuild or repair damages may be assessed against the Leased Premises breaching party, but the Agreement will not terminate unless the same breach occurs again, in accordance with Paragraphs 17 and 19which case, notwithstanding the fact that the subsequent breach is incapable of being cured, the Agreement will terminate.
(b) A Termination Notice The Xxxxxxx Group shall contain have the right to terminate this Agreement upon providing written notice to Change Your Life if Change Your Life:
(i) notice becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), its creditors; (ii) is the subject of a binding and irrevocable offer voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of Tenant to pay the Termination Amount and creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; (iii) becomes the subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if the Termination Event such petition or proceeding is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
not dismissed within sixty (c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (3060) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Dateof filing; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises or (collectively, “Remaining Obligations”iv) on is liquidated or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligationsdissolved.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 2 contracts
Samples: Content Provider Agreement (GHS Inc), Content Provider Agreement (Dreamlife Inc)
Termination Events. This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30thirty) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Seller;
(c) If Landlord in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall reject within 7 (seven) days of introduction of such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by change provide a written notice to Tenant (the Purchaser calling for a “Rejection”) which Rejection shall contain joint review of this Agreement. If the written consent of Lender Parties are unable to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, arrive at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate mutually agreed position with respect to the Affected Premises as provided abovesubject matter of review, Landlord shall not have received within a period of 30 (thirty) days from the full amount date of the Net Award payable by reason of above mentioned notice, the applicable Termination Event, then Seller shall have the date on which this Lease is right to terminate with respect the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.other Party without any obligation/liability whatsoever;
(d) Unless Tenant subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have received the right to terminate this Agreement after giving the Purchaser a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, due opportunity of being heard on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.matter;
(e) In in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises satisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clauses 3.4 and 3.7 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(i) subject to Clause 15, in the event that the Purchaser (or the new entity formed as hereinabove provideda result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall be entitled to terminate this Agreement for any reason whatsoever, by giving a prior written notice of 3 (three) months to the Seller;
(l) pursuant to Clause 2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3; and/ or
(m) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Verification Agency, is less than 4,200 tonnes per annum, this Lease Agreement shall remain stand terminated without requirement of any further actions in full force and effect as to this regard by the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesParties.
Appears in 2 contracts
Termination Events. (a) If either (i) all of any Related Premises The following shall be taken constitute a termination event under this Interim Order, the DIP Loan Documents and the Secured Swap Agreements unless waived in writing by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in DIP Agent and the above clauses Existing RBL Agent (i) and (ii) shall hereinafter be referred to as each, a “Termination Event”), then ):
(xa) in The occurrence of an “Event of Default” under the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the CasualtyDIP Credit Agreement, as the case may be, to give to Landlord written notice set forth therein (a “DIP Default Termination NoticeEvent”) in ), including, for avoidance of doubt, the form described in Paragraph 18(b) failure to obtain entry of the Tenant’s election to terminate this Lease as Final Order, in form and substance acceptable to the Affected Premises. If Tenant elects under clause DIP Secured Parties and the Existing RBL Agent, on or before the date that is thirty-five (y35) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair days following entry of the Leased Premises in accordance with Paragraphs 17 and 19Interim Order.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”)Any other breach, (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii)default, the certification and covenant described therein and a certified resolution or other violation by any of the Board Debtors of Directors the terms and provisions of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Valuethis Interim Order.
(c) If Landlord shall reject such offer by Tenant The Debtors’ failure to pay to Landlord (i) enter into a restructuring support agreement (the Termination Amount as “RSA”) in form and substance acceptable to the Affected Premises pursuant to Paragraph 18(b) above DIP Lenders and the Existing RBL Lenders by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which that is no later than the first Basic Rent Payment Date 45 days after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving ObligationsPetition Date, and (ii) Tenant shall immediately vacate if required as a term of such RSA and shall have no further rightnot waived, title or interest in or (x) file a motion seeking approval to any of enter into the Affected Premises and (iii) the Net Award shall be retained RSA by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which that is no later than 30 days after the first Basic Rent Payment Petition Date and (y) obtain an order from the Bankruptcy Court authorizing the entry into the RSA by the date that is no later than 60 days after such date on which Tenant has satisfied all such Remaining Obligationsthe Petition Date.
(d) Unless Tenant shall have received The Debtors’ failure to file a Rejection not later than chapter 11 plan (the thirtieth “Plan”) and a disclosure statement for the Plan (30ththe “Disclosure Statement”) day following that provides for Payment in Full of the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay DIP Obligations and the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Existing RBL Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20the RSA, or, is otherwise in form and substance reasonably acceptable to the Required DIP Lenders, or, after the DIP Obligations have been Paid in Full, the “Majority Lenders” under the Existing RBL Credit Agreement, in each case, by the date that is no later than 150 days after the Petition Date.
(e) In The Disclosure Statement not being approved by the event of Bankruptcy Court by the termination of this Lease as to date that is no later than 180 days after the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to Petition Date.
(f) The Bankruptcy Court not entering an order confirming the Remaining PremisesPlan by the date that is no later than 210 days after the Petition Date; provided, that that, the Basic Rent for DIP Agent with the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum consent of the percentages set forth on Exhibit requisite DIP Lenders, or, after Payment in Full of the DIP Obligations, the Existing RBL Agent with the consent of the requisite Existing RBL Lenders under the Existing RBL Credit Agreement, may extend the time by which the Debtors may satisfy the milestones described in provisions (c)-(f) (together, the “F” for the Remaining PremisesChapter 11 Milestones”) without further order of this Court.
Appears in 2 contracts
Samples: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair cause the Leased Premises to be repaired or rebuilt in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and Amount, (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein therein, and a certified resolution (iv) an original termination notice from UHS of UHS' intention to terminate the UHS Lease as to the Affected Premises effective as of the Board same date as Tenant's notice and containing a binding and irrevocable offer of Directors UHS to pay the applicable "Termination Amount" under the UHS Lease for the Corresponding UHS Premises and, if the Termination Event is an event described in Paragraph 18(a)(ii) of the UHS Lease, the certification and covenant described therein; it being agreed by Tenant authorizing that no Termination Notice given by Tenant hereunder shall be of any force or effect unless accompanied by a simultaneous "Termination Notice" from UHS with respect to the sameCorresponding UHS Premises. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueValue of the Affected Premises.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”") which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided thatAward. It is acknowledged and agreed by Landlord that any acceptance or Rejection of a Termination Notice from Tenant under this Paragraph 18(c) or 18(d) below shall also concurrently contain the same response (i.e. an acceptance or Rejection, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend as the date on which this Lease may terminate as case my be) of the termination Notice delivered by UHS with respect to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsCorresponding UHS Premises.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 2 contracts
Samples: Lease Agreement (Corporate Property Associates 16 Global Inc), Lease Agreement (Corporate Property Associates 15 Inc)
Termination Events. The Issuer or the Cash Manager on its behalf:
(a) If either may (with the prior written consent of the Security Trustee) terminate this Agreement and close the Collateral Accounts in the event that the matters specified in paragraphs (i) all to (iii) (inclusive) below occur; and
(b) shall (with the prior written consent of the Security Trustee) terminate this Agreement and close the Collateral Accounts in the event that any of the matters specified in paragraphs (iv) to (vii) (inclusive) below occur, in each case by serving a written notice of termination on the Collateral Account Bank (with a copy to, as applicable, the Cash Manager, the Issuer and the Security Trustee) (such termination to be effective on the third Business Day following service of such notice subject as provided below) in any of the following circumstances (each a Collateral Account Bank Termination Event):
(i) if a deduction or withholding for or on account of any Related Premises shall Tax is imposed, or it appears likely that such a deduction or withholding will be taken by imposed, in respect of the interest payable on a Taking or Collateral Account; or
(ii) default by the Collateral Account Bank in the performance of its obligations under this Agreement which continues unremedied for a period of 20 Business Days after receiving notice or becoming aware of such default (whichever is the earliest); or
(iii) if the Collateral Account Bank materially breaches its obligations under this Agreement, the Deed of Charge or any substantial portion other Transaction Document to which the Collateral Account Bank is a party provided the Cash Manager acting reasonably and following receipt of a Ratings Confirmation from each Rating Agency determines that termination of this Agreement following such breach would not adversely affect the then ratings of the Class A Notes; or
(iv) if the Collateral Account Bank fails to maintain the Collateral Account Bank Rating and the Issuer does not, within 60 calendar days of such occurrence, take, or procure to be taken, any Related Premises shall be taken by a Taking of the actions referred to in Clause 9.7 (Loss of Collateral Account Bank Ratings); or
(v) if the Collateral Account Bank, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in paragraph (vi) below, ceases or, through an authorised action of the board of directors of the Collateral Account Bank, threatens to cease to carry on all or substantially all of its business or the Collateral Account Bank is unable or admits inability to pay its debts as and when they fall due within the meaning of Section 123 of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(1)(e) of the Insolvency Act) and Section 123(2) of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(2) of the Insolvency Act) (as that Section may be amended) or ceases to be an authorised institution under FSMA 2000; or
(vi) if an order is made or an effective resolution is passed for the winding-up of the Collateral Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Issuer and the Security Trustee; or
(vii) if proceedings are initiated against the Collateral Account Bank under any substantial portion applicable liquidation, insolvency, bankruptcy, examinership, sequestration, composition, reorganisation (other than a reorganisation where the Collateral Account Bank is solvent) or other similar laws (including, but not limited to, presentation of any Related Premises shall be totally damaged or destroyed by a Casualty and, petition for an administration order) unless (except in the case of a Casualtypresentation of petition for an administration order) such proceedings are, Tenant certifies and covenants to Landlord that it will abandon operations at in the Related Premises for a period of not less than five (5) Lease Years, (any one or all reasonable opinion of the Related Premises described Issuer, being disputed in good faith with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the above clauses (i) and (ii) above being hereinafter referred Collateral Account Bank or in relation to as the “Affected Premises” and each whole or any substantial part of the events described in undertaking or assets of the above clauses Collateral Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Collateral Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Collateral Account Bank and such possession or process (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be) is not discharged or otherwise ceases to apply within 30 calendar days of its commencement, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereofCollateral Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, if anyinsolvency, and any Net Awardbankruptcy, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove providedexaminership, this Lease shall remain in full force and effect as to the Remaining Premises; providedcomposition, that the Basic Rent reorganisation or other similar laws or makes a conveyance or assignment for the Remaining Premises benefit of its creditors generally or takes steps with a view to be paid after such termination shall be the Basic Rent otherwise payable hereunder with obtaining a moratorium in respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premisesany indebtedness.
Appears in 2 contracts
Samples: Collateral Account Bank Agreement, Collateral Account Bank Agreement
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”") which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 2 contracts
Samples: Lease Agreement (Corporate Property Associates 15 Inc), Lease Agreement (Corporate Property Associates 15 Inc)
Termination Events. (a) If either The Employment Term will end, and the parties will not have any rights or obligations under this Agreement (i) all except for the rights and obligations under those Sections of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in this Agreement that are continuing and will survive the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all end of the Related Premises described Employment Term, as specified in Section 9.10 of this Agreement) on the above clauses (i) and (ii) above being hereinafter referred earliest to as the “Affected Premises” and each occur of the following events described in the above clauses (i) and (ii) shall hereinafter be referred to as each a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”):
(1) the death of Employee;
(2) the termination of Employment as a result of Employee’s Disability (as defined in Section 4.1(b) of this Agreement) of Employee;
(3) the termination of Employee’s employment by Employee without Good Reason (as defined in Section 4.1(d) of this Agreement);
(4) the termination of Employee’s employment by SBG for Cause (as defined in Section 4.1(c) of this Agreement);
(5) the termination of Employee’s employment by SBG without Cause; or
(6) the termination of Employee’s employment by Employee for Good Reason within three (3) months of the inception of the event giving rise to the Good Reason; provided, (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii)however, the certification and covenant described therein and a certified resolution Employee has first given the Employer written notice of the Board Good Reason within ten (10) business days of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord its occurrence and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following such notice to correct it.
(b) Except as is provided in the Fair Market Value Datelast sentence of this Section 4.1(b), then for the purposes of this Lease Agreement, “Disability” means Employee’s inability, whether mental or physical, to perform the normal duties of Employee’s position for ninety (90) days (which need not be consecutive) during any twelve (12) consecutive month period, and the effective date of such Disability shall terminate be the day next following such ninetieth (90th) day. If SBG and Employee are unable to agree as to whether Employee is disabled, the Affected Premises question will be decided by a physician to be paid by SBG and designated by SBG, subject to the approval of Employee (which approval may not be unreasonably withheld) whose determination will be final and binding on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under parties. Notwithstanding anything in this Lease which have arisen as Section 4.1(b) or in this Agreement to the Affected Premises contrary, to the extent necessary to prevent a violation of section 409A of the Internal Revenue Code (collectivelyand any guidance issued thereunder), “Remaining Obligations”) on Disability” means a medically determinable physical or prior to mental impairment which qualifies Employee for total disability benefits under the Termination DateSocial Security Act and/or which, then Landlord may, at its option, extend in the date on which this Lease may terminate opinion of the SBG (based upon such evidence as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination it deems satisfactory): (i) all obligations of Tenant hereunder as can be expected to the Affected Premises shall terminate except for any Surviving Obligationsresult in death or to last at least twelve (12) months, and (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to will prevent Employee from performing any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligationssubstantial gainful activity.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 2 contracts
Samples: Employment Agreement (Sinclair Broadcast Group Inc), Employment Agreement (Sinclair Broadcast Group Inc)
Termination Events. (a) If either (i) all of any Related the Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord and Lender written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market ValueValue of the Leased Premises.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord purchase the Termination Amount as to the Affected Leased Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately promptly vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the date on which this Lease is Termination Date Tenant shall assign to terminate with respect Landlord all of its right, title and interest, if any, in and to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAward.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord (or Lender if the Mortgage requires or permits Lender to so require) the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant its entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 2 contracts
Samples: Lease Agreement (Etec Systems Inc), Lease Agreement (Etec Systems Inc)
Termination Events. (a) If either Upon the occurrence of a Termination Event, Purchaser may deliver written notice, prepared reasonably and in good faith (a “Termination Notice”), to Penn electing to terminate this Agreement, which Termination Notice shall include, in order to be effective, (i) all a description of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty andsuch Termination Event, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as a reasonable estimate of the Damages (if any) incurred, or which would be incurred should the Closing occur, by Purchaser in connection with such Termination Event (and all underlying events, facts, acts, conditions and circumstances that resulted in such Termination Event) (the “Affected Premises” and each of the events described in the above clauses (iTermination Event Damages”) and a description of any actions that, if taken by Penn and/or the Seller Parties, would cause such Termination Event Damages to be reduced (iiand the quantum of such reduction).
(b) Penn shall hereinafter be referred have 10 days following its receipt of a Termination Notice to as a “Termination Event”)elect, then (x) in the case of (i) above, Tenant which election shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord made by written notice (a “Termination Event Election Notice”) to Purchaser and shall be in Penn’s sole and absolute discretion, to either:
(i) require Purchaser to consummate the form Closing notwithstanding the occurrence of the Termination Event described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a such Termination Notice, then Tenant in which case, notwithstanding anything to the contrary set forth herein:
(A) Purchaser, Penn, Seller and Seller Parent shall rebuild or repair the Leased Premises proceed to Closing in accordance with Paragraphs 17 and 19.this Agreement notwithstanding the occurrence of such Termination Event; and
(bB) A it shall be an additional condition precedent to Purchaser’s obligation to consummate the Closing that, at Closing, Penn shall pay to Purchaser an amount equal to any and all Termination Notice shall contain (i) notice Event Damages; provided, however, that if Penn disputes the calculation of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described Damages identified in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Purchaser’s Termination Notice, Landlord and Tenant Penn may raise such dispute in its Termination Event Election Notice, but such dispute shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant not affect Penn’s obligation to pay to Landlord the Purchaser all such Termination Amount as Event Damages at Closing, and Purchaser and Penn shall use their commercially reasonable efforts to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than resolve such dispute for thirty (30) days following Closing, failing which (1) either Purchaser or Penn may submit such dispute for resolution to a nationally-recognized accounting firm that does not regularly perform services for Purchaser, Penn, or any Affiliate thereof (the Fair Market Value Date“Arbitrator”), then this Lease (2) each of Purchaser and Penn shall terminate as submit to the Affected Premises Arbitrator its estimate of such Termination Event Damages (each such party’s “Termination Event Damages Estimate”), (3) the decision of such Arbitrator shall be final and binding on Purchaser and Penn, absent manifest error, and enforceable by Purchaser and/or Penn in any court of competent jurisdiction, (4) the Arbitrator shall be instructed, and shall only be permitted, to resolve such dispute by choosing Penn’s or Purchaser’s Termination Date; provided thatEvent Damages Estimate, and to deliver its decision in writing as promptly as practicable following the submission thereof to the Arbitrator, but in any event within fifteen (15) days of such submission, (5) the Arbitrator shall be instructed to maintain such dispute, its decision, each party’s Termination Event Damages Estimate, and all information submitted to the Arbitrator in connection therewith and the resolution thereof confidential, and (6) the fees and costs of the Arbitrator shall be paid by Purchaser, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectivelyArbitrator selects Penn’s Termination Event Damage Estimate, “Remaining Obligations”) on or prior to Penn, if the Arbitrator selects Purchaser’s Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, Event Damage Estimate; or
(ii) Tenant shall immediately vacate and terminate this Agreement, in which case no party shall have no any further rightrights, title duties or interest in or to any obligations hereunder (except those that expressly survive termination of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAgreement).
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(ec) In the event that Penn fails to deliver a Termination Event Election Notice within 10 days following its receipt of the a Termination Notice, then Penn shall be deemed to have elected to terminate this Agreement, in which case no party shall have any further rights, duties or obligations hereunder (except those that expressly survive termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesAgreement).
Appears in 2 contracts
Samples: Purchase Agreement (Boyd Gaming Corp), Purchase Agreement (Penn National Gaming Inc)
Termination Events. This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30thirty) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Seller;
(c) If Landlord in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall reject within 7 (seven) days of introduction of such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by change provide a written notice to Tenant (the Purchaser calling for a “Rejection”) which Rejection shall contain joint review of this Agreement. If the written consent of Lender Parties are unable to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, arrive at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate mutually agreed position with respect to the Affected Premises as provided abovesubject matter of review, Landlord shall not have received within a period of 30 (thirty) days from the full amount date of the Net Award payable by reason of above mentioned notice, the applicable Termination Event, then Seller shall have the date on which this Lease is right to terminate with respect the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.other Party without any obligation/liability whatsoever;
(d) Unless Tenant subject to Clause5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have received the right to terminate this Agreement after giving the Purchaser a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, due opportunity of being heard on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.matter;
(e) In in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffersinsolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clauses3.4 and 3.5.4 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(i) subject to Clause 15, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Remaining Premises Seller shall have the right to be paid after such termination terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall be the Basic Rent otherwise payable hereunder with respect entitled to terminate this Agreement for any reason whatsoever, by giving a prior written notice of 3 (three) months to the Leased Premises multiplied by a percentage equal Seller; and/ or
(l) pursuant to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesClause2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: E Fuel Supply Agreement
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”) in the form described in Paragraph 18(b") of the Tenant’s election 's option to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay purchase the Leased Premises for a price equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises Property (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately promptly vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the date on which this Lease is Termination Date Tenant shall assign to terminate with respect Landlord all of its right, title and interest, if any, in and to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAward.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord or Lender, if the Mortgage requires or permits Lender to so require, the Termination Amount and all Remaining Obligations obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Del Monte Foods Co)
Termination Events. By notice given prior to or at the Closing, subject to Section 11.2, this Agreement may be terminated as follows:
(a) If either (i) all by Mitek if a material Breach of any Related Premises shall be taken provision of this Agreement has been committed by a Taking or (ii) any substantial portion of any Related Premises shall be taken Parascript, is not cured by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, Parascript within thirty (30) days after Tenant receives of the delivery of a Condemnation Notice written notice of such material Breach by Mitek to Parascript, and such material Breach has not been waived by Mitek;
(yb) in the case by Parascript if a material Breach of (ii) aboveany provision of this Agreement has been committed by Mitek, Tenant shall have the option, is not cured by Mitek within thirty (30) days after Tenant receives of the delivery of a Condemnation Notice written notice of such material Breach by Parascript to Mitek, and such material Breach has not been waived by Parascript;
(c) by Mitek if any condition in Article 9 is or thirty becomes impossible (30other than through the failure of Mitek to comply with its obligations under this Agreement), and Mitek has not waived such condition on or before such date;
(d) days after by Parascript if any condition in Article 10 is or becomes impossible (other than through the Casualtyfailure of Parascript to comply with its obligations under this Agreement), and Parascript has not waived such condition on or before such date;
(e) by Mitek if Mitek determines reasonably and in good faith that the Supplemental Disclosure Letter delivered by Parascript reflects any material adverse change to the business, financial condition, or results of operations of Parascript. Notwithstanding anything in Section 11.2 to the contrary, if such matter disclosed in the Supplemental Disclosure Letter of Parascript constitutes a New Matter, then termination shall be Mitek’s sole remedy;
(f) by Parascript, if Parascript determines reasonably and in good faith that the Supplemental Disclosure Letter delivered by Mitek reflects any material adverse change to the business, financial condition or results of operations of Mitek. Notwithstanding anything in Section 11.2 to the contrary, if such matter disclosed in the Supplemental Disclosure Letter of Mitek constitutes a New Matter, then termination shall be Parascript’s sole remedy;
(g) by mutual consent of Mitek and Parascript;
(h) by Mitek if the Closing has not occurred on or before March 31, 2007, or such later date as the case parties may beagree upon, to give to Landlord written notice (a “Termination Notice”) unless Mitek is in the form described in Paragraph 18(b) material Breach of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.Agreement;
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) by Parascript if the Termination Event Closing has not occurred on or before March 31, 2007, or such later date as the parties may agree upon, unless Parascript is an event described in Paragraph 18(a)(ii)material Breach of this Agreement;
(j) by either Mitek or Parascript, if the certification Contemplated Transactions shall fail to receive the requisite vote for approval and covenant described therein and a certified resolution adoption by the stockholders of Mitek or the Members;
(k) by Parascript, if (i) the Board of Directors of Tenant authorizing Mitek withdraws, modifies or changes its recommendation of the same. Promptly upon Contemplated Transactions in a manner adverse to Parascript or shall have resolved to do any of the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Dateforegoing; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and the Board of Directors of Mitek shall have no further right, title recommended to the stockholders of Mitek any Competing Transaction or interest in or shall have resolved to any of the Affected Premises and do so; (iii) a tender offer or exchange offer for 20% or more of the Net Award outstanding shares of capital stock of Mitek is commenced, and the Board of Directors of Mitek does not recommend that stockholders not tender their shares into such tender or exchange offer or; (iv) any Person (other than Parascript or an affiliate thereof, or any stockholder of Parascript as of the date of this Agreement) shall be retained have acquired beneficial ownership or the right to acquire beneficial ownership of, or any “group” (as such term is defined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), shall have been formed which beneficially owns, or has the right to acquire beneficial ownership of, 20% or more of the then outstanding shares of capital stock of Mitek;
(l) by Landlord. Notwithstanding anything Mitek, if the Manager or managing board of Parascript (or any equivalent managing body) shall have recommended to the contrary hereinabove contained, if Tenant Members of Parascript any Competing Transaction or shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect resolved to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligationsdo so.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Merger Agreement (Mitek Systems Inc)
Termination Events. The following events shall be termination events (“Termination Events”) hereunder:
(a) If either (i) the Class A Aggregate Loan Amount exceeds, for a period of two (2) Business Days or more, the sum of (x) all amounts on deposit in the Collection Account that would be available to be distributed to the Class A Lenders on such date pursuant to clause (vi) of any Related Premises shall be taken by Section 2.6(a) hereof if such date was a Taking Payment Date, and (y) the Class A Borrowing Base or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty andthe Class B Aggregate Loan Amount exceeds, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less two (2) Business Days or more, the sum of (x) all amounts on deposit in the Collection Account that would be available to be distributed to the Class B Lenders on such date pursuant to clause (vii) of Section 2.6(a) hereof if such date was a Payment Date, and (y) the Class B Borrowing Base; or
(b) a Servicer Termination Event occurs and is continuing; or
(c) (d) failure on the part of the Borrower or the Originator to make any payment or deposit required by the terms of this Agreement or any other Transaction Document when due and such failure continues unremedied for more than three (3) Business Days; or
(i) failure on the part of the Borrower or the Originator to observe or perform any of its other covenants or agreements set forth in this Agreement or any other Transaction Document and such failure continues unremedied for more than five (5) Lease YearsBusiness Days after written notice to the Borrower or the Originator; or
(e) any representation or warranty made or deemed to be made by the Borrower or the Originator under or in connection with this Agreement, (any one or all of the Related Premises described other Transaction Documents or any information required to be given by the Borrower or the Originator to the Deal Agent or the Collateral Agent to identify Loans or Contracts pursuant to any Transaction Document, shall prove to have been false or incorrect in the above clauses (i) any material respect when made, deemed made or delivered, and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or such failure continues unremedied for more than thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice earlier of (a “Termination Notice”x) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon Borrower or Credit Acceptance discovers such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises breach and (iiiy) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord Borrower or Credit Acceptance receives written notice of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premisesbreach; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.or
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Termination Events. Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing Date:
(a) If by either Seller or Buyer:
(i) all of any Related Premises shall be taken by if a Taking Governmental Authority issues a final, non-appealable ruling or Order prohibiting the transactions contemplated hereby;
(ii) any substantial portion by mutual written consent of any Related Premises Seller and Buyer;
(iii) if the Parties fail to timely agree on the protocols and procedures required by Section 8.6(b) to implement the actions contemplated by Schedules 8.6(a) and (b);
(iv) by written notice to the other Party following the Closing Deadline if the Closing shall be taken by a Taking not have occurred on or all or any substantial portion before the Closing Deadline through no fault of any Related Premises shall be totally damaged or destroyed by a Casualty and(i) Buyer, in the case of a Casualtynotice from Buyer, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”)Seller, then (x) in the case of (i) abovenotice from Seller; provided, Tenant however, that any such termination notice by either Party shall be obligatedsubject to the cure rights set forth in Article 9 or Article 10, within thirty as applicable;
(30v) days after Tenant receives a Condemnation Notice and (y) by giving written notice at any time in the case event that, on or after the Effective Date (but prior to the Closing Date), either house of the United States Congress votes to reject that certain federal tax program commonly known as the “Biodiesel Credit” or “Blender’s Credit” or if any xxxx containing such credit is vetoed by the United States President and such veto is not overridden by Congress with the result that the xxxx is not enacted into law
(iib) above, Tenant shall have by Buyer giving timely written notice to Seller on the option, within thirty (30) days after Tenant receives a Condemnation Notice or date thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Effective Date (the “Termination Due Diligence Expiration Date”) if Buyer is not satisfied in its sole discretion with the results of its due diligence regarding the Acquired Assets pursuant to Section 7.4(a), (ii) a binding and irrevocable offer of Tenant provided that if Buyer does not give such notice to pay Seller on or before the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(iiDue Diligence Expiration Date, Buyer will be deemed to have waived its right to terminate this Agreement pursuant to this Section 12.1(b), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.;
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by Buyer giving timely written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) Seller on or prior to before the Termination Date, then Landlord may, at its option, extend Unitholder Approval Deadline if the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Buyer Unitholder Approval shall not have received the full amount of the Net Award payable by reason of the applicable Termination Eventbeen obtained pursuant to Section 7.5(f), then the date provided that if Buyer does not give such notice to Seller on which this Lease is or before such Unitholder Approval Deadline, Buyer will be deemed to have waived its right to terminate with respect this Agreement pursuant to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.Section 12.1(c);
(d) Unless Tenant by Buyer giving timely written notice in the event of any breach by Seller of any of Seller’s agreements, covenants, representations or warranties contained herein (provided such breach would result in the failure of a condition set forth in Section 9.1, Section 9.2 or Section 9.3 to be satisfied) and the failure of Seller to cure such breach within fourteen (14) days after delivery of written notice from Buyer specifying particularly such breach; provided, that such breach is capable of being cured and Seller, in its sole discretion, elects to cure such breach; and provided further, however, that in the event that any breach shall have received a Rejection not later than been cured before the thirtieth expiration of the fourteen (30th14) day following cure-period, at the Fair Market Value Date, Landlord election of Buyer the Closing Date shall be conclusively presumed to have accepted extended by the number of days actually elapsed before the cure of such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.breach;
(e) In by Buyer giving timely written notice in the event that a condition set forth in Sections 9.4 – 9.13 has not been satisfied, unless such condition has been waived, and the failure of the termination Seller to cure such unsatisfied condition within twenty (20) days after delivery of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premiseswritten notice from Buyer specifying particularly such condition; provided, that such unsatisfied condition is capable of being cured and Seller, in its sole discretion, elects to cure such condition in accordance with Section 9.14; and provided further, however, that in the Basic Rent for event that any such unsatisfied condition shall have been cured before the Remaining Premises expiration of the twenty (20) day cure-period, at the election of Buyer the Closing Date shall be extended by the number of days actually elapsed before the cure of such condition;
(f) by Seller in the event of any breach by Buyer of any of Buyer’s agreements, covenants, representations or warranties contained herein (provided such breach would result in the failure of a condition set forth in Section 10.1, Section 10.2 or Section 10.3 to be paid satisfied) and the failure of Buyer to cure such breach within fourteen (14) days after delivery of notice from Seller specifying particularly such termination breach; provided, that such breach is capable of being cured and Buyer, in its sole discretion, elects to cure such breach; and provided further, however, that in the event that any breach shall have been cured before the expiration of the fourteen (14) day cure-period, at the election of Seller the Closing Date shall be extended by the Basic Rent otherwise payable hereunder with respect to number of days actually elapsed before the Leased Premises multiplied cure of such breach;
(g) by a percentage equal to the sum Seller giving written notice at any time after expiration of the percentages Unitholder Approval Deadline, pursuant to Section 7.5(f), if the Buyer does not provide written notification to Seller that the Buyer Unitholder Approval has been obtained by such applicable deadline in accordance with Section 7.5;
(h) by Seller giving written notice at any time after the Expiration Date, if either (a) the Buyer does not provide written notification to Seller by the Expiration Date that the Buyer Unitholder Approval has been obtained before expiration of the Unitholder Approval Deadline under Section 7.5(f), and/or (b) the failure of Buyer to make the Deposit as required by Section 2.7 on or before the Expiration Date;
(i) by Seller giving written notice in the event that Seller elects to terminate the Agreement in accordance with Section 9.5 after receiving any Objections from Buyer, provided that Buyer has not made a timely waiver of its Objections pursuant to Section 9.5; and
(j) by Seller giving timely written notice in the event that a condition precedent set forth on Exhibit “F” for in Sections 10.4 – 10.9 has not been satisfied, unless such condition has been waived, and the Remaining Premisesfailure of Seller to cure such condition within twenty (20) days after delivery of written notice from Buyer specifying particularly such condition; provided, that such condition is capable of being cured and Buyer, in its sole discretion, elects to cure such condition in accordance with Section 10.10; and provided further, however, that in the event that any breach shall have been cured before the expiration of the twenty (20) day cure-period, at the election of Seller the Closing Date shall be extended by the number of days actually elapsed before the cure of such breach.
Appears in 1 contract
Termination Events. This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30thirty) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Seller;
(c) If Landlord in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall reject within 7 (seven) days of introduction of such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by change provide a written notice to Tenant (the Purchaser calling for a “Rejection”) which Rejection shall contain joint review of this Agreement. If the written consent of Lender Parties are unable to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, arrive at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate mutually agreed position with respect to the Affected Premises as provided abovesubject matter of review, Landlord shall not have received within a period of 30 (thirty) days from the full amount date of the Net Award payable by reason of above mentioned notice, the applicable Termination Event, then Seller shall have the date on which this Lease is right to terminate with respect the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.other Party without any obligation/liability whatsoever;
(d) Unless Tenant subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have received the right to terminate this Agreement after giving the Purchaser a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, due opportunity of being heard on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.matter;
(e) In in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clauses 3.4 and 3.5.4 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(i) subject to Clause 15, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Remaining Premises Seller shall have the right to be paid after such termination terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall be the Basic Rent otherwise payable hereunder with respect entitled to terminate this Agreement for any reason whatsoever, by giving a prior written notice of 3 (three) months to the Leased Premises multiplied by a percentage equal Seller; and/ or
(l) pursuant to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesClause 2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. The occurrence of any one of the following events shall be a "Termination Event" under this Agreement:
(a) If a material breach by the Servicer, a Seller, the Parent or the Debtor of any representation and warranty made hereunder or the failure of the Servicer, a Seller, the Parent or the Debtor to perform or observe any material term or covenant of any Transaction Document to which it is a party;
(b) an Event of Bankruptcy with respect to the Servicer, a Seller, the Debtor, the Parent or any of their Subsidiaries;
(c) a Servicer Event of Default shall have occurred;
(d) the Servicer, a Seller, the Parent or the Debtor shall default in the performance of any payment or material covenant or undertaking under any Transaction Document to which it is a party;
(e) the Collateral Agent, on behalf of the Secured Parties, shall for any reason fail to have a valid, perfected, first priority security interest in the Receivables and the proceeds thereof;
(f) the Net Investment exceeds either (i) all the Noteholder's Percentage of any Related Premises shall be taken by a Taking the Borrowing Base for thirty (30) consecutive days, or (ii) the Net Receivables Balance plus the amounts on deposit in the Reserve Account at any substantial portion time;
(g) the Net Investment plus the Interest Component of all outstanding Related Commercial Paper exceeds the Facility Limit; 123 170
(h) the Parent, the Servicer, a Seller or the Debtor shall enter into any transaction or merger whereby it is not the surviving entity or the Debtor shall enter into any merger;
(i) any material adverse change in the operations of the Servicer, a Seller, the Debtor or any other event which materially affects the Servicer's, such Seller's or the Debtor's ability to either collect the Receivables or to perform under any Transaction Document to which it is a party;
(j) the three month rolling average Delinquency Ratio for the Parent's total serviced portfolio exceeds 12.00%;
(k) the three month rolling average Default Ratio for the Receivables included in the Collateral exceeds 3.00%;
(l) the three month rolling average Recovery Rate for the Servicer's total serviced portfolio falls below 55.00%;
(m) the weighted average static pool Cumulative Net Loss Ratio for the three most recent monthly static pools (for the Servicer's entire serviced portfolio) exceeds: for pools outstanding six months, 3.00%; for pools outstanding nine months, 5.85%; for pools outstanding twelve months, 8.75%; for pools outstanding fifteen months, 12.50%; and for pools outstanding eighteen months, 16.50%;
(n) the quarterly Funding Reviews by the Insurance Provider (or its designee) uncovers Receivables representing more than 10% of the sample (not to exceed 200 for any one quarter) which display material adverse non-compliance with the Credit and Collection Policy;
(o) the weighted average APR of the Receivables is less than 18.30%;
(p) a material event of default or potential default occurs under any agreement of the Servicer, 124 171 a Seller, the Parent the Debtor or any one of its Subsidiaries in connection with any Indebtedness of $1,000,000 or more;
(q) the weighted average remaining term to maturity on the Receivables is greater than 55 months;
(r) the Parent, a Subsidiary or any Affiliate thereof shall fail to maintain at least one uninsured line of credit in amount equal to or exceeding $75,000,000 which the Parent has the ability to access;
(s) the Parent, its Subsidiaries and Affiliates shall fail to maintain, on a consolidated basis, a combination of cash, liquid investments and/or borrowing capacity, available at the end of each month, in the amount of $20,000,000 or more on or after June 30, 1999;
(t) the Parent's Tangible Net Worth is less than the sum of (i) $115,000,000 and (ii) 75% of cumulative after tax net income since September 30, 1998, as reported on a quarterly basis in the Parent's Form 10-Q or 10-K, without taking into account any reduction for net losses during such period;
(u) the Parent shall realize a net loss, as determined in accordance with GAAP, of $15,000,000 or more in any one quarter, or $7,500,000 or more in each of any Related Premises two consecutive quarters, in each case starting with the quarter ended March 31, 1999;
(v) the Adjusted EBITDA Coverage Ratio falls below 1.5:1 on a quarterly basis;
(w) the Parent shall fail to own or control at least 80% of the voting stock of the Servicer;
(x) a final nonappealable judgment shall be taken entered against, or settlements by, any of the Servicer, a Seller, the Debtor, the Parent or any of their Subsidiaries by a Taking or all or any substantial portion court of any Related Premises shall be totally damaged or destroyed by a Casualty competent jurisdiction assessing monetary damages in excess of $1,000,000 and, 125 172 in the case of a Casualtyjudgment, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of such judgment shall not less than five (5) Lease Years, (any one have been discharged or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, stayed within thirty (30) days after Tenant receives a Condemnation Notice and 60 days;
(y) in a Take-Out does not occur at least once every twelve months;
(z) the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) term of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above Insurance Policy is not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum term of the percentages set forth on Exhibit “F” latest maturing Receivable plus 120 days);
(aa) a drawing occurs under the Insurance Policy or an Insurance Provider Default or an event of default under the Insurance Agreement occurs;
(bb) the transaction contemplated by this Agreement no longer is of investment grade risk to the Insurance Provider as determined by either of the Rating Agencies;
(cc) the Insurance Provider shall be rated below Aa or AA by either of the Rating Agencies;
(dd) the Extension Ratio for three Collection Periods preceding the Remaining Premisesdate of determination exceeds 2%; and
(ee) a third party credit enhancer other than the Insurance Provider provides credit enhancement for a securitization which includes Receivables from a Take-Out unless the Insurance Provider has declined to provide credit enhancement upon substantially similar terms as such third party credit enhancer for such securitization.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant ----------------- shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form fonn described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.------------------
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to ---------------- Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), --------- which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its --------------------- option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant elects (instead of restoring the Related Premises) to send a notice to Landlord that certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”) in the form described in Paragraph 18(b") of the Tenant’s election 's option to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety thirty (9030) days after the Fair Market Value Date date of the Termination Notice (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall must contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amountif a Lender exists, not later than thirty (30) days following the Fair Market Value Datedate Landlord receives the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date date on which Tenant has satisfied all 25 Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Landlord, through no fault of its own, shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after date of the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datedate Landlord receives the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee designee, together with the Net Award, the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”"TERMINATION EVENT"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “Termination Notice”"TERMINATION NOTICE") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “Termination Date”"TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination DateDate and, in such event the Termination Amount shall not be payable; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "REMAINING OBLIGATIONS") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Atrium Corp)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”"TERMINATION EVENT"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “Termination Notice”"TERMINATION NOTICE") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “Termination Date”"TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other Basic Rent obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligationssuch Basic Rent obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's and Lender's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination 24 Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”) in the form described in Paragraph 18(b") of the Tenant’s election 's option (A) to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty sixty (3060) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty sixty (3060) days after Tenant receives a Condemnation Notice or thirty sixty (3060) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) ), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event that (i) the Landlord enters into to a bona fide contract of sale (the “Contract of Sale”) for the purchase of the termination of this Lease as Leased Premises with a Third Party Purchaser (the “Proposed Transaction”) and (ii) consent to the Affected Proposed Transaction from the Authority, if required pursuant to the Redevelopment Contract, cannot be obtained within a time period or in a form reasonably acceptable to Landlord or if Tenant is unable to cause the Redevelopment Contract to be terminated, then, Tenant shall purchase the Minnesota Premises from Landlord under terms identical in all material respects to the Contract of Sale, including but not limited to the purchase price, date of closing and fees due Lender. In addition, if the Minnesota Premises is transferred to the Tenant pursuant to this Paragraph 18(e) and a Prepayment Premium is due Lender as hereinabove provideda result of such a transfer to Tenant that would not have been due in connection with the Proposed Transaction to the Third Party Purchaser, then said Prepayment Premium shall be paid by Tenant at the time of the transfer of the Minnesota Premises to Tenant. All sums due to Landlord or Lender from Tenant arising from the Purchase of the Minnesota Premises pursuant to this Paragraph 18(e) shall be defined as the “MN Required Purchase Amount.” Upon the transfer of the Minnesota Premises to the Tenant pursuant to this Paragraph 18(e), this Lease shall remain in full force and effect be terminated as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Minnesota Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking (a "Total Taking") or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, and Tenant has determined in good faith that the case repair or restoration of the Building or the Leased Premises in a manner suitable for the continued operation of the business of Tenant (or its Affiliates) at the Leased Premises is not economically practicable (a "Termination Trigger Event") (each of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for Total Taking or a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) Termination Trigger Event shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) abovea Total Taking, Tenant shall be obligated, within thirty one hundred twenty (30120) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) abovea Termination Trigger Event, Tenant shall have the option, within thirty one hundred twenty (30120) days after Tenant receives a Condemnation Notice or thirty one hundred twenty (30120) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises(a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
. Notwithstanding the foregoing, (bx) A Termination Notice Tenant shall contain (i) notice only be entitled to exercise any of Tenant’s intention the foregoing rights to terminate this Lease as and/or to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “deliver a Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly Notice upon the delivery to Landlord occurrence of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
Trigger Event if (c1) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to terms of Severance Lease and/or the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain Condominium Declaration do not require the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Condominium and/or Leased Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination be rebuilt, and (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii2) Tenant shall immediately vacate and shall have no further right, title or interest in or to any each of the Affected Premises other leasehold condominium unit owners under the Declaration actually exercise their collective right to purchase the Condominium and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all their respective severance leases in accordance with Paragraph 20.
(e) In the event terms of the termination of this Severance Lease as to and the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesCondominium Documents.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 17 - Global INC)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after receipt of the Fair Market Value Date Termination Notice (the “"Termination Date”), ") and (ii) a binding and irrevocable offer of Tenant to ---------------- pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueAmount.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not --------- later than thirty (30) days following the Fair Market Value Datereceipt of the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Monetary Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award (but in no event shall any such extension exceed a maximum of three months) provided that, if Tenant has not satisfied all Remaining Monetary Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Monetary Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following receipt of the Fair Market Value DateTermination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations remaining obligations (including Monetary Obligations) and, if requested by Tenant, Landlord shall convey pay to or assign to Tenant or its designee Landlord's entire interest in and to the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If any Consenting Creditor has materially breached any representation, covenant or other material provision of this Agreement, if such breach has not been duly waived by the Debtors or cured within five (5) Business Days after written notice from the Debtors to the breaching Consenting Creditor, with a copy to Milbank and Xxxxxx Xxxxx;
(b) any Debtor has materially breached any representation, covenant or other material provision of this Agreement, if such breach has not been duly waived by a Majority of the Requisite Consenting Creditors or cured within five (5) Business Days after written notice to AMR from a Majority of the Requisite Consenting Creditors;
(c) the Merger Agreement shall have been terminated or either the Debtors or US Airways publicly announce their intent to terminate the Merger Agreement;
(d) the PSA Order shall not have been entered by the Bankruptcy Court on or prior to May 15, 2013, unless such period is extended by a Majority of the Requisite Consenting Creditors;
(e) the Plan and Disclosure Statement shall not have been filed with the Bankruptcy Court on or prior to June 15, 2013, unless such period is extended by a Majority of the Requisite Consenting Creditors; This Agreement and the obligations of the Parties hereunder may be terminated by mutual written agreement of the Debtors and a Majority of the Consenting Creditors. In addition, this Agreement may be terminated on one (1) Business Day’s written notice:
(f) the Bankruptcy Court shall have failed to enter the Disclosure Statement Order on or prior to September 15, 2013, unless such date is extended by a Majority of the Requisite Consenting Creditors;
(g) the Plan Effective Date shall not have occurred on or prior to the ten (10)- month anniversary of the date of the Merger Agreement, unless such date is extended by the Debtors and a Majority of the Requisite Consenting Creditors; provided, however, that such date may not be extended beyond the twelve (12)-month anniversary of the date of the Merger Agreement;
(h) the volume weighted average price of US Airways’s common stock for the thirty (30) trading days ending on the last trading day immediately prior to the date of such termination is less than $10.40;
(i) all of any Related Premises shall be taken by a Taking the Debtors withdraw the Plan or otherwise publicly announce their intent to no longer pursue the Plan;
(iij) any substantial portion of Definitive Document is filed, amended or modified in any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty material respect that is inconsistent with this Agreement and, in the case of a Casualty, Tenant certifies the material terms and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all conditions of the Related Premises described Plan, the Confirmation Order, the PSA Order and the Surviving Company Certificate otherwise not, in form and substance, reasonably acceptable to counsel to the Ad Hoc Committee in consultation with Xxxxxx Xxxxx;
(k) the Bankruptcy Court has entered an order with respect to AMR, American Airlines, Inc. or American Eagle Airlines, Inc. in the above clauses Chapter 11 Case with respect to such Person appointing (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each a trustee under chapter 7 or chapter 11 of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”)Bankruptcy Code, (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and responsible officer or (iii) if an examiner, in each case with enlarged powers relating to the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution operation of the Board business (powers beyond those set forth in sub-clauses (3) and (4) of Directors section 1106(a) of Tenant authorizing the same. Promptly upon Bankruptcy Code) under section 1106(b) of the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Bankruptcy Code;
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iiil) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove containedChapter 11 Case of AMR, if Tenant shall have received a Rejection American Airlines, Inc. or American Eagle Airlines, Inc. is dismissed; and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(dm) Unless Tenant shall have received any court has entered a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datefinal, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant non-appealable judgment or its designee the Affected Premises order declaring this Agreement or the remaining any material portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises hereof to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premisesunenforceable.
Appears in 1 contract
Samples: Support and Settlement Agreement
Termination Events. (a) If either (i) all of any Related of the Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a CasualtyCondemnation, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligatedshall, within thirty (30) days after Tenant receives a Condemnation Notice and Notice, give to landlord written notice (ya “Termination Notice”) in of Tenant’s election to terminate this Lease with respect to such Leased Premises (the case “Affected Premises”).
(b) If a substantial portion of (ii) aboveany of the Leased Premises is taken by a Condemnation or all or a substantial portion of any of the Leased Premises is totally damaged or destroyed by a Casualty, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election Notice with respect to terminate this Lease as to the such Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall restore, rebuild or repair the Leased such Affected Premises in accordance with Paragraphs 17 and 19.
(bc) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as with respect to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), ) and (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if with respect to the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the sameAffected Premises. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueValue with respect to the Affected Premises.
(cd) If Landlord shall have the right to accept or reject such any offer by Tenant to pay to Landlord the Termination Amount as with respect to the any Affected Premises pursuant Premises. If Landlord desires to Paragraph 18(b) above by written notice reject any such offer, Landlord shall deliver to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then written notice of Landlord’s rejection of such offer (a “Rejection Notice”). Any such Rejection Notice shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount set out in the Termination Notice with respect to the Affected Premises. If Landlord rejects Tenant’s offer to pay the Termination Amount with respect to the Affected Premises, this Lease shall terminate as with respect to the such Affected Premises on the Termination Date; provided that. Upon such termination, if (i) Tenant has not satisfied shall pay to Landlord all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as allocable to the Affected Premises due on or prior to the Termination Date (collectively, “Remaining Obligations”) on or prior to the Termination Date), then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (iii) all other obligations of Tenant hereunder as under this Lease with respect to the Affected Premises shall terminate except for any Surviving Obligations, (iiiii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and Premises, (iiiiv) the Net Award shall be retained by Landlord, and (v) if the 2505 Premises are the Affected Premises, Landlord shall retain any amounts remaining in the Construction Escrow. Notwithstanding anything to the contrary hereinabove contained, (A) if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided aboveTermination Date, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises Termination Date shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided thatand (B) if on the Termination Date, if Tenant has not satisfied all Remaining Obligations on such dateallocable to the Affected Premises, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises Termination Date to a date which is no later than the first Basic Rent Payment Date after such the date on which Tenant has satisfied all such Remaining Obligations.
(de) Unless If Tenant shall not have received a Rejection not later than Notice by the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such Tenant’s offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount with respect to the Affected Premises. If Landlord accepts or is presumed to have accepted by Landlord Tenant’s offer to pay the Termination Amount with respect to the Affected Premises then, on the Termination Date, (i) Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations allocable to the Affected Premises and, (ii) Landlord shall (A) disburse to Tenant any amounts remaining in the Construction Escrow and (B) if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(ef) In the event of the termination of this Lease as to the any Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, provided that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Greenville Tube CO)
Termination Events. (a) If either (i) all a Petrobras Default occurs and is continuing and, as a result thereof, Controlling Parties representing at least 35% of any Related Premises shall be taken by a Taking the aggregate principal amount of outstanding Senior Trust Certificates declare an Acceleration Event or (ii) any substantial portion a Petrobras Finance Default has occurred and is continuing then, in each case, the Controlling Parties representing at least 35% of any Related Premises the aggregate principal amount of the outstanding Senior Trust Certificates may instruct the Trustee to notify Petrobras Finance thereof, whereupon Petrobras Finance shall notify Petrobras that this Agreement and the Master Export Contract are subject to termination, provided that this Agreement and the Master Export Contract shall be taken subject to termination automatically without any further action by a Taking or all Petrobras Finance, the Trustee or any substantial portion other Person upon the occurrence of any Related Premises a Bankruptcy Event with respect to Petrobras (other than a Bankruptcy Event solely with respect to a Material Subsidiary of Petrobras) or Petrobras Finance, and provided further, however, that no termination of this Agreement or the Master Export Contract shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to become effective until such time as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant Payment shall have been deposited into the option, within thirty Purchased Receivables Account (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, such replacement account therefore as the case Trustee may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19designate).
(b) A Termination Notice shall contain In the event that this Agreement and the Master Export Contract become subject to termination as provided in the preceding clause (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises a), on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant next succeeding Business Day Petrobras shall pay to pay Petrobras Finance the Termination Amount and (iii) if Payment directly into the Purchased Receivables Account. If the Trustee informs Petrobras that such Purchased Receivables Account has been replaced by another account, Petrobras shall deposit the Termination Event is an event described in Paragraph 18(a)(ii), Payment into such other account as designated by the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueTrustee.
(c) If Landlord shall reject such offer by Tenant The right of Petrobras Finance to pay to Landlord the payment of the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection Payment shall contain the written consent not be exclusive of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all any other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title power or interest remedy referred to herein or now or hereinafter available to Petrobras Finance and the Trustee at law, in equity, by statute or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlordotherwise. Notwithstanding anything herein to the contrary hereinabove contained(including, if Tenant shall have received a Rejection andwithout limitation, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(dproviso in Section 4.02(a) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove providedabove), this Lease Agreement and the Master Export Contract shall remain in full force and effect as to until the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied payment in full by a percentage equal to the sum Petrobras of the percentages set forth Termination Payment. Upon the payment in full of the Termination Payment, and the payment in full of the principal of and interest on Exhibit “F” for the Remaining PremisesSenior Trust Certificates and all other amounts payable as provided in Section 9.11(d) of the Trust Deed, this Agreement shall terminate.
Appears in 1 contract
Samples: Prepayment Agreement (Petrobras International Finance Co)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses following events (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”) shall occur:
(a) the average of the Dilution Ratios for the three preceding Settlement Periods shall at any time exceed 2.502.00%;
(b) the average of the Days Sales Outstanding for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 80.00 days or (ii) otherwise, 80.0090.00 days;
(c) the average of the Delinquency Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporarya Peak Period, 9.008.50% or (ii) otherwiseif the last day of such three Settlement Periods ends during a Trough Period, 7.00%;
(d) the average of the Loss Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 6.00% or (ii) otherwise, 4.755.75%;
(e) Receivables cease being sold or contributed by any Originator to the Borrower pursuant to the Purchase and Sale Agreement;
(f) any PG&E Party makes any material change in the Credit and Collection Policy without the prior written consent of the Administrative Agent and the Majority Group Agents;
(g) (i) the Collection Account Agent shall fail to perform or observe any term, covenant or agreement under the Intercreditor Agreement, and such failure, solely to the extent capable of cure, shall continue for three (3) Business Days, (ii) the Collection Account Agent shall fail to deliver a “Notice of Sole Control”, a “Notice of Exclusive Control”, a “Notice of Control” or other notice of control to each Collection Account Bank in accordance with each of the Collection Account Control Agreements within two (2) Business Days following receipt by the Collection Account Agent of a Control Direction delivered to the Collection Account Agent by the Administrative Agent or (iii) Citibank, N.A. shall resign as Collection Account Agent, and no successor Collection Account Agent reasonably satisfactory to the Administrative Agent and the Majority Group Agents shall have been appointed;
(h) the Intercreditor Agreement, at any time after its execution and delivery and for any reason other than satisfaction in full of all the Borrower Obligations, ceases to be in full force and effect; or the Collection Account Agent (or any of its Affiliates) contests in any manner in writing the validity or enforceability of the Intercreditor Agreement; or the Collection Account Agent denies in writing that it has any or further obligation under the Intercreditor Agreement, or purports in writing to revoke, terminate or rescind the Intercreditor Agreement; or
(i) if a Stop Sweeping Event has occurred and is continuing, the Remaining Transfer Amount of Collections for any Business Day is not transferred to the Borrower Accounts within five (5) Business Days of such Business Day and such failure is not remedied within ten (10) Business Days; then, and in any such event, the Administrative Agent may (or, at the direction of the Majority Group Agents shall) by notice to the Borrower declare the Termination Date to have occurred (in which case the Termination Date shall be deemed to have occurred). Form of Seasonal Commitment IncreaseChange Request [Date] [Administrative Agent] [Group Agents] Re: Seasonal Commitment IncreaseChange Request Ladies and Gentlemen: Reference is hereby made to that certain Receivables Financing Agreement, dated as of October 5, 2020 among PG&E AR Facility, LLC (the “Borrower”), then Pacific Gas and Electric Company, as Servicer (the “Servicer”), the Lenders party thereto, the Group Agents party thereto and MUFG Bank, Ltd., as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Seasonal Commitment IncreaseChange Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. This letter constitutes a Seasonal Commitment IncreaseChange Request pursuant to Section 2.02(h) of the Agreement. The Borrower hereby requests an increasea modification in the Commitment of each Committed Lender for each applicable Period to the amount set forth on Schedule I hereto with an effective date as of [ ], 2022 (the "FacilitySeasonal Limit IncreaseChange Date"). Subject to the delivery of the No-Conflict Opinion referenced in Section 2.02(h) of the Agreement, eachEach of the parties countersigning this Seasonal Commitment IncreaseChange Request hereby consents to the increasemodification in the Commitments for each applicable Period to the amounts set forth on Schedule I hereto effective as of the FacilitySeasonal Limit IncreaseChange Date. This Seasonal Commitment IncreaseChange Request shall be effective as of the FacilitySeasonal Limit IncreaseChange Date with respect to each Committed Lender that has countersigned this Seasonal Commitment IncreaseChange Request upon receipt by the Administrative Agent of counterparts hereto signed by at least one Committed Lender. In the event that one or more Committed Lenders fails to countersign this Seasonal Commitment IncreaseChange Request, this Seasonal Commitment IncreaseChange Request shall not be effective to increasemodify the Commitment for any Period of any such Committed Lender that has not countersigned this Seasonal Commitment IncreaseChange Request. The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such Commitment increasesmodifications, as follows:
i. the representations and warranties of the Borrower and the Servicer contained in Sections 6.01 and 6.02 of the Agreement (other than the representations and warranties set forth in Sections 6.01(f)(ii) and (l) and in Sections 6.02(f)(ii), (m)(i), (m)(ii) and (p), which representations and warranties are made only as of the Closing Date), that (x) does not contain a materiality qualification are true and correct in all material respects on and as of the case date of (i) abovesuch Credit Extensionthe Seasonal Limit Change Date as if made on and as of such date, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) contains a materiality qualification are true and correct on and as of the FacilitySeasonal Limit IncreaseChange Date as if made on and as of such date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in the case of (ii) aboveall material respects, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualtytrue and correct, as the case may bemaybe, as of such earlier date);
ii. no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, and no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event would result from such Commitment increasemodification;
iii. no Borrowing Base Deficit exists or would exist after giving effect to give to Landlord written notice (a “Termination Notice”) in such Commitment increasemodification;
iv. the form described in Paragraph 18(b) Aggregate Capital will not exceed the Facility Limit; and
v. the aggregate Commitment of the Tenant’s election to terminate this Lease as to Committed Lenders for each Period does not exceed $1,500,000,000;
vi. the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution aggregate Commitment of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, Committed Lenders for each Period is not later less than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date$1,000,000,000; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co)
Termination Events. Subject to Clause 17.1, this Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5thirty) Lease Years, days to the Seller;
(any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (xc) in the case event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (iseven) above, Tenant shall be obligateddays of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within thirty a period of 30 (30thirty) days after Tenant receives from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a Condemnation Notice and further written notice of 30 (ythirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the case event that the Level of Delivery falls below 30% (iithirty per cent.) aboveor the Level of Lifting falls below 30% (thirty per cent.), Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice Purchaser or thirty (30) days after the CasualtySeller, as the case may be, to give to Landlord written notice (a “Termination Notice”) in shall have the form described in Paragraph 18(b) of the Tenant’s election right to terminate this Lease as to Agreement after providing the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance other Party with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) prior written notice of Tenant’s intention not less than 30 (thirty) days. However, such notice is to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety be issued within 60 (90sixty) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board end of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Daterelevant Year; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to that the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Seller shall not have received a right to terminate the full amount Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the Net Award payable by reason fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.rake for transportation through rail mode;
(e) In subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; provided, that Seller and/ or to CIL under this Agreement and/ or the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect Scheme Document (including information or documentation provided pursuant to the Leased Premises multiplied by a percentage equal to the sum provisions of the percentages set forth on Exhibit “F” for the Remaining Premises.clause 3.4 and clause
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Subject to Clause 17.1, this Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5thirty) Lease Years, days to the Seller;
(any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (xc) in the case event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (iseven) above, Tenant shall be obligateddays of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within thirty a period of 30 (30thirty) days after Tenant receives from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a Condemnation Notice and further written notice of 30 (ythirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the case event that the Level of Delivery falls below 30% (iithirty per cent.) aboveor the Level of Lifting falls below 30% (thirty per cent.), Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice Purchaser or thirty (30) days after the CasualtySeller, as the case may be, shall have the right to give to Landlord terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year; provided that the Seller shall not have a “Termination Notice”right to terminate the Agreement pursuant to this sub- clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; In the event the Level of Lifting falls below 30% (thirty per cent.) and the FSA is liable for termination, the Purchaser can keep their FSA alive by paying applicable Penalty as calculated in terms of clause 5.6 or Security Deposit(Performance Security) amount whichever is higher. The willing bidders shall have to request concerned coal companies within 30 days of completion of relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The FSAs shall be revived after receipt of the required penal amount. No backlog quantity shall be admissible. There shall not be any financial liability for either parties during the dormant period of the FSA
(e) subject to Clause 5.3, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the form described in Paragraph 18(b) event of invocation of the Tenant’s election Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Lease as Agreement by providing prior written notice of 30 (thirty) days to the Affected Premises. If Tenant elects Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under clause this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (y“Non- Defaulting Party”) above not to give Landlord within a Termination Noticeperiod of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then Tenant the Non-Defaulting Party shall rebuild have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or repair undertakings provided by the Leased Premises Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clause 3.4 and clause 3.5.4 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) subject to Clause 21.11, in accordance the event that the Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with Paragraphs 17 any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(l) In case any member of a Consortium breaches the Joint Bidding Agreement executed by the parties to the Consortium or prematurely exits the Agreement;
(m) In case any member of the Consortium breaches of any provision of this Agreement, then the Seller shall be entitled to terminate the Agreement.
(n) The Fuel Supply Agreement(FSA), executed thereof, shall be valid for the entire tenure of the agreement. Any premature exit by the Consumer/Buyer except for the reasons of exigencies/force majeure/operational issues faced by supplying coal company including change in contracted grade/Govt. regulation shall attract penal provisions as mentioned in clause 17.1 ; and/ or pursuant to Clause 17.2, Clause 4.3.1, Clause 4.4, Clause 5.2 (d) and 19Clause 21.11 or any other applicable clause.
(a) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Final Verification Agency, is less than the Minimum Quantity as per the Scheme Document, the Agreement shall stand terminated without requirement of any further actions in this regard by the Parties;
(b) A Termination Notice In case the Purchaser fails to submit the CCO Certificate in accordance with the Clause 5.2(a), then the Seller shall contain (i) have the right to terminate the Agreement by giving prior written notice of Tenant’s intention to terminate this Lease as 15 (fifteen) days to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValuePurchaser.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount In case of non fulfilment of conditions precedent as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.per Clause 2.4;
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. (a) If either (i) all of any either Related Premises shall be taken by a Taking Condemnation or (ii) any Requisition occurs which continues either for more than six (6) months or beyond the expiration of the Term (except for the Red Mountain Freeway Condemnation) or (iii) any substantial portion of any Related Premises shall be taken by a Taking Condemnation or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” ") and each of the events described in the above clauses (i), (ii) and (iiiii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) or (iii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety thirty (9030) days after Landlord's receipt of the Fair Market Value Date Termination Notice (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii) or 18(a)(iii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if and for so long as Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date thirty (30) days after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datereceipt of a Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all a Petrobras Default occurs and is continuing and, as a result thereof, Controlling Parties representing at least 35% of any Related Premises shall be taken by a Taking the aggregate principal amount of outstanding Senior Trust Certificates declare an Acceleration Event or (ii) any substantial portion a Petrobras Finance Default has occurred and is continuing then, in each case, the Controlling Parties representing at least 35% of any Related Premises the aggregate principal amount of the outstanding Senior Trust Certificates may instruct the Trustee to notify Petrobras Finance thereof, whereupon Petrobras Finance shall notify Petrobras that this Agreement and the Master Export Contract are subject to termination, provided that this Agreement and the Master Export Contract shall be taken subject to termination automatically without any further action by a Taking or all Petrobras Finance, the Trustee or any substantial portion other Person upon the occurrence of any Related Premises a Bankruptcy Event with respect to Petrobras (other than a Bankruptcy Event solely with respect to a Material Subsidiary of Petrobras) or Petrobras Finance, and provided further, however, that no termination of this Agreement or the Master Export Contract shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to become effective until such time as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant Payment shall have been deposited into the option, within thirty Purchased Receivables Account (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, such replacement account therefore as the case Trustee may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premisesdesignate). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.Prepayment Agreement <PAGE> 16
(b) A Termination Notice shall contain In the event that this Agreement and the Master Export Contract become subject to termination as provided in the preceding clause (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises a), on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant next succeeding Business Day Petrobras shall pay to pay Petrobras Finance the Termination Amount and (iii) if Payment directly into the Purchased Receivables Account. If the Trustee informs Petrobras that such Purchased Receivables Account has been replaced by another account, Petrobras shall deposit the Termination Event is an event described in Paragraph 18(a)(ii), Payment into such other account as designated by the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueTrustee.
(c) If Landlord shall reject such offer by Tenant The right of Petrobras Finance to pay to Landlord the payment of the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection Payment shall contain the written consent not be exclusive of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all any other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title power or interest remedy referred to herein or now or hereinafter available to Petrobras Finance and the Trustee at law, in equity, by statute or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlordotherwise. Notwithstanding anything herein to the contrary hereinabove contained(including, if Tenant shall have received a Rejection andwithout limitation, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(dproviso in Section 4.02(a) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove providedabove), this Lease Agreement and the Master Export Contract shall remain in full force and effect as to until the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied payment in full by a percentage equal to the sum Petrobras of the percentages set forth Termination Payment. Upon the payment in full of the Termination Payment, and the payment in full of the principal of and interest on Exhibit “F” for the Remaining Premises.Senior Trust Certificates and all other amounts payable as provided in Section 9.11(d) of the Trust Deed, this Agreement shall terminate. ARTICLE V MISCELLANEOUS Section 5.01
Appears in 1 contract
Samples: Prepayment Agreement
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Affected Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” "G" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Finisar Corp)
Termination Events. (a) If either (i) all of This Guarantee shall terminate, if any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses following events (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as each, a “Termination Event”) occurs without the Guarantor’s prior written consent (which consent shall not be unreasonably withheld and shall be deemed to have been given by the Guarantor if the Guarantor does not respond within ten (10) Business Days of its consent having being sought in writing), then (x) in and the case Guarantor sends a written notice to Gavi and the Participant confirming that it is terminating this Guarantee due to the occurrence of such event:
(i) aboveGavi makes any amendment, Tenant shall be obligated, within thirty (30) days after Tenant receives modification or waiver of any provision of the Commitment Agreement that has a Condemnation Notice and (y) in material adverse effect on the case rights or the obligations of the Guarantor under this Guarantee;
(ii) abovean Early Disbursement Event occurs, Tenant and the Guarantor has deposited the Maximum Guaranteed Amount into an escrow account nominated by, and for the benefit of, Gavi (provided that any account bank nominated by Xxxx shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as be acceptable to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises Guarantor in accordance with Paragraphs 17 its AML/CFT Framework) as provided in Clause 7(b) below; or
(iii) any assignment by Gavi of any of its rights or obligations under the Commitment Agreement or this Guarantee that affects the rights or obligations of the Guarantor under this Guarantee, provided that no consent of the Guarantor shall be required (and 19no Termination Event shall occur) as a result of an assignment to a Gavi Transferee pursuant to Clause 4.1 hereof.
(b) A Termination Notice If, in the determination of the Guarantor, an Early Disbursement Event occurs, the Guarantor shall contain (i) notice of Tenant’s intention notify Gavi and the Participant and shall then be entitled to terminate this Lease as deposit an amount equal to the Affected Premises Maximum Guaranteed Amount into an escrow account for payment to Gavi in the same amounts and subject to the same terms and conditions as are provided in this Guarantee. Upon deposit by the Guarantor of such funds in such escrow account, this Guarantee shall terminate (except as provided in the follow sentence). After the date on which all amounts have been paid by the first Basic Rent Payment Date which occurs at least ninety Participant under the Commitment Agreement, such that there are no outstanding Guaranteed Obligations, Gavi will so notify the Guarantor and the escrow agent, whereupon the escrow agent will, within three (903) days after Business Days, return to the Fair Market Value Date (Guarantor any amounts remaining on deposit in the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Valueescrow account.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises The termination of this Guarantee pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection this Clause 7 shall contain the written consent be effective as of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on set forth in an officer’s certificate delivered by the Guarantor to Gavi notifying it that a Termination Event has occurred and that this Guarantee and the Guarantor’s obligations hereunder are terminated (which this Lease may terminate as to date shall not precede the Affected Premises to a date which is no later than the first Basic Rent Payment Date occurrence of such Termination Event); from and after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) date, all obligations of Tenant the Guarantor hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have be of no further right, title force or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligationseffect.
(d) Unless Tenant shall have received a Rejection not later than Notwithstanding the thirtieth (30th) day following the Fair Market Value Dateforegoing, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount this Guarantee and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event obligations of the termination Guarantor hereunder shall automatically terminate upon the earliest to occur of: (i) the date on which Xxxx gives written notice that the Participant has paid all amounts due under Clause 2.1(ii) of this Lease Guarantee and Clauses 2.1, 2.2, 4.1 and 4.3 (as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum applicable) of the percentages set forth Commitment Agreement, such that no outstanding Guaranteed Obligations remain (or could become) payable thereunder; (ii) the date on Exhibit “F” for which the Remaining Premises.Maximum Guaranteed Amount equals zero;
Appears in 1 contract
Samples: Guarantee and Indemnity Agreement
Termination Events. Subject to Clause 17.1, this Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5thirty) Lease Years, days to the Seller;
(any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (xc) in the case event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (iseven) above, Tenant shall be obligateddays of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within thirty a period of 30 (30thirty) days after Tenant receives from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a Condemnation Notice and further written notice of 30 (ythirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the case event that the Level of Delivery falls below 30% (iithirty per cent.) aboveor the Level of Lifting falls below 30% (thirty per cent.), Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice Purchaser or thirty (30) days after the CasualtySeller, as the case may be, to give to Landlord written notice (a “Termination Notice”) in shall have the form described in Paragraph 18(b) of the Tenant’s election right to terminate this Lease as to Agreement after providing the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance other Party with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) prior written notice of Tenant’s intention not less than 30 (thirty) days. However, such notice is to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety be issued within 60 (90sixty) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board end of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Daterelevant Year; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to that the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Seller shall not have received a right to terminate the full amount Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the Net Award payable by reason fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.rake for transportation through rail mode;
(e) In subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; provided, that Seller and/ or to CIL under this Agreement and/ or the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect Scheme Document (including information or documentation provided pursuant to the Leased Premises multiplied by a percentage equal to the sum provisions of the percentages set forth on Exhibit “F” for the Remaining Premises.clause 3.4 and clause
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. (a) If either (i) substantially all of any Related the Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a CasualtyCondemnation, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligatedmay, within thirty (30) days after Tenant receives a Condemnation Notice Notice, give to Landlord written notice of Tenant’s election to terminate this Lease, and (y) in the case of (ii) aboveall of the Leased Premises shall be taken by a Condemnation, Tenant shall have the optionshall, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the CasualtyNotice, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease (either, a “Termination Notice”).
(b) If any portion of the Leased Premises shall be subject to a Condemnation and has rendered the Leased Premises inaccessible, unavailable for use, or unsuitable for restoration for continued use and occupancy in Tenant’s business, as determined by a certified structural engineer retained by Tenant and acceptable to Landlord, Tenant shall have the option of (i) restoring the Leased Premises, to the Affected Premisesextent practicable, using the Net Award payable in connection with such Condemnation, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) ten (10) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after Tenant receives such Condemnation Notice. If Tenant elects under clause (y) above not to give Landlord deliver a Termination Notice, then Tenant shall rebuild or repair restore the Leased Premises Premises, to the extent practicable, in accordance with Paragraphs 17 and 19.
(bc) If a Casualty occurs with respect to the Leased Premises which shall be determined by a certified structural engineer retained by Tenant and acceptable to Landlord to be a loss so substantial that restoration or rebuilding for any Permitted Use under Paragraph 4(a) would either take more than two hundred seventy (270) days or be economically infeasible, Tenant shall have option of (i) restoring, rebuilding or repairing the Leased Premises, using the Net Award payable in connection with such Casualty, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) ten (10) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after the date of such Casualty.
(d) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as on the later to the Affected Premises on occur of (A) the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date Date, or (B) the date on which Landlord receives the Net Award (the “Termination Date”), and (ii) a binding and irrevocable offer commitment of Tenant to pay the Termination Amount and (iii) if on the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the sameDate. Promptly upon the delivery to Landlord Landlord’s receipt of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord Value of the Termination Amount as to the Affected Leased Premises pursuant to Paragraph 18(b37.
(e) above by written notice to If Tenant (delivers a “Rejection”) which Rejection shall contain the written consent of Lender Termination Notice to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided thatthat if an Event of Default has occurred and is continuing as of the Termination Date specified in Tenant’s Termination Notice, if this Lease shall remain in full force and effect and the Termination Date shall be extended until such Event of Default has been cured by Tenant has not satisfied or waived by Landlord. On the Termination Date, (i) Tenant shall pay to Landlord all the Termination Amount and all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as due on or prior to the Affected Premises Termination Date (collectively, “Remaining Obligations”) on or prior to the Termination Date), then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (iii) all other obligations of Tenant hereunder as to the Affected Premises under this Lease shall terminate except for any Surviving Obligations, (iiiii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises Leased Premises, and (iiiiv) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Banctec Inc)
Termination Events. Subject to Clause 17.1, this Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5thirty) Lease Years, days to the Seller;
(any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (xc) in the case event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (iseven) above, Tenant shall be obligateddays of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within thirty a period of 30 (30thirty) days after Tenant receives from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a Condemnation Notice and further written notice of 30 (ythirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the case event that the Level of Delivery falls below 30% (iithirty per cent.) aboveor the Level of Lifting falls below 30% (thirty per cent.), Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice Purchaser or thirty (30) days after the CasualtySeller, as the case may be, to give to Landlord written notice (a “Termination Notice”) in shall have the form described in Paragraph 18(b) of the Tenant’s election right to terminate this Lease as to Agreement after providing the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance other Party with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) prior written notice of Tenant’s intention not less than 30 (thirty) days. However, such notice is to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety be issued within 60 (90sixty) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board end of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Daterelevant Year; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to that the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Seller shall not have received a right to terminate the full amount Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the Net Award payable fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; In the event the Level of Lifting falls below 30% (thirty per cent.) and the FSA is liable for termination, the Purchaser can keep their FSA alive by reason paying applicable Penalty as calculated in terms of clause 5.6 or Security Deposit(Performance Security) amount whichever is higher. The willing bidders shall have to request concerned coal companies within 30 days of completion of relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The FSAs shall be revived after receipt of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises required penal amount. No backlog quantity shall be automatically extended to admissible. There shall not be any financial liability for either parties during the first Basic Rent Payment Date after the receipt by Landlord dormant period of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.FSA
(e) In subject to Clause 5.3, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clause 3.4 and clause 3.5.4 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) subject to Clause 21.11, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(l) The Fuel Supply Agreement(FSA), executed thereof, shall be valid for the Remaining Premises entire tenure of the agreement. Any premature exit by the Consumer/Buyer and/or non-compliance of fulfillment of requisites for commencement of supply of coal as per declared schedule post signing of FSA, as the case may be if applicable, except for the reasons of exigencies/force majeure/operational issues faced by supplying coal company including change in contracted grade/Govt. regulation shall attract penal provisions as mentioned in clause 17.1 ; and/ or pursuant to be paid after such termination Clause 17.2, Clause 4.3.1, Clause 4.4, Clause 5.2 (d) and Clause 21.11 or any other applicable clause.
(m) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Final Verification Agency, is less than the Minimum Quantity as per the Scheme Document, the Agreement shall be stand terminated without requirement of any further actions in this regard by the Basic Rent otherwise payable hereunder Parties;
(n) (not applicable for ‘Production of syn gas leading to coal gasification’ subsector) In case the Purchaser fails to submit the CCO Certificate in accordance with respect the Clause 5.2(a), then the Seller shall have the right to terminate the Agreement by giving prior written notice of 15 (fifteen) days to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesPurchaser.
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.of
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as , and cause Lender to assign to Tenant Lender's entire interest, if any, in and to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesNet Award.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. (a) If either (i) all a Petrobras Default occurs and is continuing and, as a result thereof, Controlling Parties representing at least 35% of any Related Premises shall be taken by a Taking the aggregate principal amount of outstanding Senior Trust Certificates declare an Acceleration Event or (ii) any substantial portion a Petrobras Finance Default has occurred and is continuing then, in each case, the Controlling Parties representing at least 35% of any Related Premises the aggregate principal amount of the outstanding Senior Trust Certificates may instruct the Trustee to notify Petrobras Finance thereof, whereupon Petrobras Finance shall notify Petrobras that this Agreement and the Master Export Contract are subject to termination, provided that this Agreement and the Master Export Contract shall be taken subject to termination automatically without any further action by a Taking or all Petrobras Finance, the Trustee or any substantial portion other Person upon the occurrence of any Related Premises a Bankruptcy Event with respect to Petrobras (other than a Bankruptcy Event solely with respect to a Material Subsidiary of Petrobras) or Petrobras Finance, and provided further, however, that no termination of this Agreement or the Master Export Contract shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to become effective until such time as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant Payment shall have been deposited into the option, within thirty Purchased Receivables Account (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, such replacement account therefore as the case Trustee may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19designate).
(b) A Termination Notice shall contain In the event that this Agreement and the Master Export Contract become subject to termination as provided in the preceding clause (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises a), on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant next succeeding Business Day Petrobras shall pay to pay Petrobras Finance the Termination Amount and (iii) if Payment directly into the Purchased Receivables Account. If the Trustee informs Petrobras that such Purchased Receivables Account has been replaced by another account, Petrobras shall deposit the Termination Event is an event described in Paragraph 18(a)(ii), Payment into such other account as designated by the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueTrustee.
(c) If Landlord shall reject such offer by Tenant The right of Petrobras Finance to pay to Landlord the payment of the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection Payment shall contain the written consent not be exclusive of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all any other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title power or interest remedy referred to herein or now or hereinafter available to Petrobras Finance and the Trustee at law, in equity, by statute or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlordotherwise. Notwithstanding anything herein to the contrary hereinabove contained(including, if Tenant shall have received a Rejection andwithout limitation, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(dproviso in Section 4.02(a) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove providedabove), this Lease Agreement and the Master Export Contract shall remain in full force and effect as to until the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied payment in full by a percentage equal to the sum Petrobras of the percentages set forth Termination Payment. Upon the payment in full of the Termination Payment, and the payment in full of the principal of and interest on Exhibit “F” for the Remaining Premises.Senior Trust Certificates and all other amounts payable as provided in Section 9.11(d) of the Trust Deed, this Agreement shall terminate. ARTICLE V MISCELLANEOUS Section 5.01
Appears in 1 contract
Samples: Prepayment Agreement
Termination Events. This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ininty) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30thirty) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Seller;
(c) If Landlord in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall reject within 7 (seven) days of introduction of such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by change provide a written notice to Tenant (the Purchaser calling for a “Rejection”) which Rejection shall contain joint review of this Agreement. If the written consent of Lender Parties are unable to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, arrive at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate mutually agreed position with respect to the Affected Premises as provided abovesubject matter of review, Landlord shall not have received within a period of 30 (thirty) days from the full amount date of the Net Award payable by reason of above mentioned notice, the applicable Termination Event, then Seller shall have the date on which this Lease is right to terminate with respect the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.other Party without any obligation/liability whatsoever;
(d) Unless Tenant subject to Clause5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have received the right to terminate this Agreement after giving the Purchaser a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, due opportunity of being heard on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.matter;
(e) In in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clauses 3.4 and 3.5.4 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(i) subject to Clause 15, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Remaining Premises Seller shall have the right to be paid after such termination terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall be the Basic Rent otherwise payable hereunder with respect entitled to terminate this Agreement for any reason whatsoever, by giving a prior written notice of 3 (three) months to the Leased Premises multiplied by a percentage equal Seller; and/ or
(l) pursuant to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesClause2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: E Fuel Supply Agreement
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking Taking, or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyeither such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount Amount, and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises Leased Premises, and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date day after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have has received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey pay to or assign to Tenant or its designee Landlord's entire interest in and to the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as , and if requested by Tenant, shall convey to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to Tenant the Leased Premises multiplied by a percentage equal to or the sum of the percentages set forth on Exhibit “F” for the Remaining Premisesremaining portion, thereof, if any.
Appears in 1 contract
Samples: Lease Agreement (Input Output Inc)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will abandon be unable to return to operations at the Related Premises of Tenant’s business for a period in excess of not less than five twenty-four (524) Lease Years, months from the date of such Casualty or Taking (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty forty-five (3045) days after Tenant receives a Condemnation Notice or thirty forty-five (3045) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety thirty (9030) days after the Fair Market Value Date date of the Termination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord accept payment of the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of reject Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value DateTermination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination EventEvent through no fault of Landlord, then the date on which this Lease is to terminate with respect to the Affected Affected. Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datedate of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20, together with all of Landlord’s rights or interest in and to the Net Award.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, (i) this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesPremises and (ii) Tenant shall not have the right or option to purchase such Related Premises pursuant to Paragraph 38 hereof.
Appears in 1 contract
Samples: Lease Agreement (Pw Eagle Inc)
Termination Events. This Agreement may be terminated prior to Closing and the transactions contemplated hereby may be abandoned:
(a) If by either Comcast Subsidiary or Time Warner Cable, at any time after the earlier (i) all of any Related Premises shall be taken by a Taking or nine months after the termination of the TWC Redemption Agreement without the Closing (as defined thereunder) occurring and (ii) any substantial portion May 31, 2007 (the earlier of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19."Outside Closing Date");
(b) A Termination Notice shall contain at any time, by the mutual agreement of Comcast Subsidiary and Time Warner Cable;
(c) by either Comcast Subsidiary or Time Warner Cable, at any time upon written notice to the other, if the other is in material breach or default of its respective covenants, agreements, representations, or other obligations herein or in any Transaction Document to which such Person or its Affiliates is a party and such breach or default (i) has not been cured within 30 days after receipt of written notice of Tenant’s intention or such longer period as may be reasonably required to terminate this Lease as cure such breach or default (provided, that the breaching or defaulting party shall be using commercially reasonable efforts to cure such breach or default) or (ii) would not reasonably be expected to be cured prior to the Affected Premises on Outside Closing Date; provided, that if any covenant, agreement, representation or other obligation in this Agreement is qualified by a reference to materiality or Material Adverse Effect, such qualifier shall be taken into account without duplication;
(d) automatically without action by any party hereto if the first Basic Rent Payment Date which occurs Option shall terminate pursuant to Section 2.1(a)(iii);
(e) by Comcast Subsidiary as provided in Section 12.16;
(f) by Comcast Subsidiary, at least ninety any time after April 1, 2005, if by notice to the other parties Comcast Subsidiary irrevocably elects not to exercise the Option; or
(90g) days after automatically without action by any party hereto upon (i) the Fair Market Value Date Closing (as defined in the “Termination Date”)TWC Redemption Agreement) occurring, (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution termination of the Board of Directors of Tenant authorizing TWE Redemption Agreement without the same. Promptly upon Closing (as defined in the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(cTWE Redemption Agreement) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on occurring or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to Closing (as defined in the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsTolling Agreement) occurring.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Alternate Tolling and Optional Redemption Agreement (Time Warner Inc)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may beNotice, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days occurring after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the earlier to occur of (A) the second Basic Rent Payment Date after the scheduled Termination Date and (B) first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award Award; provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (PSC Inc)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” "AFFECTED PREMISES" and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”"TERMINATION EVENT"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b"TERMINATION NOTICE") of the Tenant’s election 's option to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “Termination Date”"TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) "REJECTION"), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination DateDate and in such event the Termination Amount shall not be payable; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”"REMAINING OBLIGATIONS") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “EXHIBIT "F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Atrium Corp)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion a Material Taking occurs, or (iii) during the last two (2) years of the Term or the last two (2) years of any Related Premises shall be taken Renewal Term, a Material Casualty occurs (which was not caused by a Taking Tenant, its Affiliates or all their respective agents, contractors or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty employees) and, in the case of a Casualtysuch case, Tenant certifies and covenants in good faith to Landlord that it will abandon is unable to conduct its operations at the Related Leased Premises for as a period of not less than five result (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) or (iii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises(a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs Paragraph 17 (Casualty and 19Condemnation) and Paragraph 19 (Restoration).
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease effective as to of the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date date of Condemnation or Casualty (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount full Net Award, and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii) or (iii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this This Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as on or prior to the Affected Premises Termination Date (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Remaining Obligations and the Surviving Obligations, (ii) Tenant shall immediately vacate the Leased Premises in accordance with this Lease on or before the Termination Date, and thereafter, Tenant shall have no further right, title or interest in or to any of the Affected Premises Leased Premises, (iii) Rent shall be prorated as of the Termination Date, and (iiiiv) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lincoln Educational Services Corp)
Termination Events. 11.1 If any of the following events (each, a “Purchaser Termination Event”) shall occur:
(a) If either Seller shall fail to make any payment or remittance of any material amounts hereunder or under any other Transaction Document as and when due or payable, and such failure shall remain unremedied for five (5) Business Days after notice thereof in writing from Purchaser to Seller;
(b) any representation or warranty made or deemed to be made by Seller under or in connection with this Agreement or any Transaction Document shall prove to have been untrue in any material respect when made or deemed to be made and such misrepresentation, solely to the extent capable of cure, shall remain unremedied for twenty (20) Business Days after knowledge thereof or notice thereof in writing from Purchaser to Seller; provided that such grace period shall be extended for an additional ten (10) Business Days if the Seller has provided the Purchaser a remediation plan that is acceptable to the Purchaser and the Seller is diligently pursuing such plan in order to cure such breach during such period;
(c) Seller shall fail to perform or observe any material term, covenant or agreement (other than those directly addressed under the foregoing clause (a) and clause (d) below) as and when required hereunder or under any other Transaction Document and such failure, solely to the extent capable of cure, shall remain unremedied for twenty (20) Business Days after knowledge thereof or notice thereof in writing from Purchaser to Seller; provided that such grace period shall be extended for an additional ten (10) Business Days if the Seller has provided the Purchaser a remediation plan that is acceptable to the Purchaser and the Seller is diligently pursuing such plan in order to cure such breach during such period;
(d) Purchaser believes, acting in good faith based on credible information, that a breach of Section 13.13 by Seller has occurred or is reasonably likely to occur and a plan for addressing such breach or potential breach reasonably acceptable to Purchaser has not been provided by Seller within 30 days after notice in writing from Purchaser to Seller;
(e) an Insolvency Event shall have occurred with respect to IBM (prior to the Spin-Off Date), Parent, Kyndryl or any other Seller;
(f) IBM (prior to the Spin-Off Date), Parent, Kyndryl or any other Seller shall default in the payment of any principal or interest when and as the same shall become due and payable (after the expiration of any applicable grace period) in respect of any indebtedness of such Person in an aggregate principal amount equal to or greater than $250,000,000 (but regardless of the amount past due under such indebtedness);
(g) one or more judgments for the payment of money which are due and payable in an aggregate amount equal to or greater than $250,000,000 (exclusive of any amount thereof covered by insurance so long as such coverage is not being disputed) shall be rendered by a court of competent jurisdiction against IBM (prior to the Spin-Off Date), Parent, Kyndryl or any other Seller and the same shall remain undischarged for a period of 60 days during which execution shall not be effectively stayed (for this purpose, a judgment shall effectively be stayed during a period when it is not yet due and payable), or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of IBM (prior to the Spin-Off Date), Parent, Kyndryl or any other Seller to enforce any such judgment;
(h) this Agreement, any Participation Agreement, any Fee Letter or any IBM Guaranty (but solely if delivered hereunder prior to the Spin-Off Date and only from such time of delivery through the Spin-Off Date) shall cease to be the valid and binding obligation enforceable against each Person listed as a party thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws affecting or relating to the enforcement of creditors’ rights generally, and subject to general principles of equity and such failure, solely to the extent capable of cure, shall remain unremedied for five (5) Business Days after knowledge thereof or notice thereof in writing from Purchaser to Seller; provided that if a Participation Agreement shall give rise to Purchaser Termination Event under this Section 11.1(h), Purchaser shall only be entitled to exercise its remedies under this Section 11.1 with respect to such Participation Agreement; provided, further, however (for the avoidance of doubt), the foregoing does not limit or modify the rights of the Purchaser against Parent arising therefrom pursuant to Section 13.19 and the guaranty by Parent under such section shall apply with equal force and effect to the obligations arising under any such Participation Agreement, whether or not it is enforceable against the applicable Seller;
(i) all Parent ceases to (A) own, directly or indirectly, free and clear of any Related Premises shall be taken Adverse Claim and on a fully diluted basis, a majority of the Capital Stock or equivalent equity interests of Kyndryl or any other Seller or (B) Control Kyndryl or any other Seller (in each case, a “Change of Control”);
(j) the Purchaser fails at any time to have a valid and perfected first priority ownership interest or first priority security interest in all the Purchased Receivables free and clear of any Adverse Claim, unless such failure was solely caused by a Taking release of (including the failure to file a continuation statement for) a financing statement, or similar filing outside the United States, by the Purchaser;
(k) any of the Performance Triggers occurs;
(i) on the Spin-Off Date, the long-term unsecured indebtedness credit rating of Parent is not at least BBB or Baa2, as applicable, by either S&P or Mxxxx’x, (ii) at any time after the Spin-Off Date, the long-term unsecured indebtedness credit rating of Parent is not at least BBB- or Baa3, as applicable, by either S&P or Mxxxx’x, or (ii) at any substantial portion of any Related Premises shall be taken time, the Parent at such time has no long-term unsecured indebtedness credit rating by a Taking either S&P or all Mxxxx’x;
(m) Parent repudiates, denies, disaffirms or purports to terminate the guaranty provided by it pursuant to Section 13.19;
(n) If IBM has delivered an IBM Guaranty prior to the Spin-Off Date, IBM repudiates or denies, disaffirms or purports to terminate such IBM Guaranty or any substantial portion of the obligations of IBM pursuant to the IBM Guaranty prior to the Spin-Off Date;
(o) the Spin-Off Date does not occur prior to December 31, 2021; or
(p) the Spin-Off Date does not occur on or prior to November 4, 2021 and IBM has not promptly delivered an IBM Guaranty to Purchaser by no later than November 8, 2021; then, unless waived in writing by the Purchaser, in any Related Premises shall such event, the Purchaser will be totally damaged or destroyed by a Casualty andentitled to stop purchasing new Receivables and the Facility may go into amortization, at the Purchaser’s sole discretion (provided in the case of the occurrence of Section 11.1(e) above the stoppage of purchasing, amortization and all other rights shall commence automatically, without any further action. In addition, upon any such occurrence, the Purchaser shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative.
11.2 If any of the following events (each, a Casualty“Seller Termination Event”) shall occur:
(a) Purchaser shall fail to make any payment or remittance of any material amounts hereunder or under any other Transaction Document as and when due or payable, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises such failure shall remain unremedied for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described Business Days after notice thereof in the above clauses (i) and (ii) above being hereinafter referred writing from Seller to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.Purchaser;
(b) A Termination Notice any representation or warranty made or deemed to be made by Purchaser under or in connection with this Agreement or any Transaction Document shall contain (i) notice of Tenant’s intention prove to terminate this Lease as have been untrue in any material respect when made or deemed to be made and such misrepresentation, solely to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety extent capable of cure, shall remain unremedied for twenty (9020) days Business Days after the Fair Market Value Date knowledge thereof or notice thereof in writing from Seller to Purchaser; provided that such grace period shall be extended for an additional ten (the “Termination Date”), (ii10) Business Days if Purchaser has provided Seller a binding remediation plan that is acceptable to Seller and irrevocable offer of Tenant Purchaser is diligently pursuing such plan in order to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.cure such breach during such period;
(c) If Landlord Purchaser shall reject fail to perform or observe any material term, covenant or agreement (other than those directly addressed under the foregoing clause (a) and clause (d) below) as and when required hereunder or under any other Transaction Document and such offer by Tenant to pay to Landlord the Termination Amount as failure, solely to the Affected Premises pursuant extent capable of cure, shall remain unremedied for twenty (20) Business Days after knowledge thereof or notice thereof in writing from Seller to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination DatePurchaser; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon that such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award grace period shall be retained by Landlord. Notwithstanding anything extended for an additional ten (10) Business Days if Purchaser has provided Seller a remediation plan that is acceptable to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect Seller and Purchaser is diligently pursuing such plan in order to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on cure such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after breach during such date on which Tenant has satisfied all such Remaining Obligations.period;
(d) Unless Tenant shall have received Seller believes, acting in good faith based on credible information, that a Rejection breach of Section 13.13 by Purchaser has occurred or is reasonably likely to occur and a plan for addressing such breach or potential breach reasonably acceptable to Seller has not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed been provided by Purchaser within 30 days after notice in writing from Seller to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.Purchaser; or
(e) In Purchaser shall fail in any material respect to act in a commercially reasonable manner in approving or not approving modifications or amendments to any Obligor Limit reasonably requested by the event of Seller or approving the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder Obligor Limit with respect to additional Eligible Obligors reasonably requested by the Leased Premises multiplied by a percentage equal Seller to be added to the sum of the percentages set forth on Exhibit “F” Obligor Schedule from time to time (for the Remaining Premisesavoidance of doubt, and among other things, any disapproval due to (i) the non-acceptance from a credit insurer with respect to such Obligor or Obligor Limit, for whatever reason or (ii) Santander’s credit risk standards or other internal policies, for whatever reason, is commercially reasonable); and such failure shall remain unremedied for twenty (20) Business Days after notice thereof in writing from Seller to Purchaser; then, unless waived in writing by the Seller, in any such event, Seller will be entitled to permanently terminate, in full, the Purchaser’s agreement to provide the Facility and permanently reduce the Purchaser’s Facility Limit to zero, at the Seller’s sole discretion.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Kyndryl Holdings, Inc.)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(cb) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, if Tenant has not satisfied all any Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination DateDate (collectively, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all "Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations"), (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(dc) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Pemstar Inc)
Termination Events. The Agreement may, by notice given prior to the Closing, be terminated as follows:
(a) If either Upon the mutual written consent of the Heritage Parties on the one hand and the Prospect Parties on the other hand, this Agreement may be terminated on such terms and conditions as agreed; or
(ib) all By written notice of the Heritage Parties to the Prospect Parties if the Prospect Parties breach in any material respect any of their representations or warranties or default in any material respect in the observance or in the due and timely performance of any Related Premises of their covenants or agreements herein contained and such breach or default shall not be taken by a Taking or (ii) any substantial portion cured prior to the later of any Related Premises shall be taken by a Taking or all or any substantial portion the Closing Date or, if such notice of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not breach is given less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in before what would otherwise be the case of (ii) aboveClosing Date, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) date of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to breach or default served by the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Heritage Parties; or
(c) If Landlord shall reject such offer by Tenant to pay to Landlord By written notice of the Termination Amount as Prospect Parties to the Affected Premises pursuant Heritage Parties if the Heritage Parties breach in any material respect any of their representations or warranties or default in any material respect in the observance or in the due and timely performance of any of their covenants or agreements herein contained, and such breach or default will have an immediate, material and adverse impact on the Prospect Parties, and such breach or default shall not be cured prior to Paragraph 18(b) above by written the later of the Closing Date or, if such notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later breach is given less than thirty (30) days following before what would otherwise be the Fair Market Value Closing Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises thirty (collectively, “Remaining Obligations”30) on or prior to the Termination Date, then Landlord may, at its option, extend days after the date on which this Lease may terminate as to of notice of breach or default served by the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.Prospect Parties; or
(d) Unless Tenant By written notice of either of the Heritage Parties or the Prospect parties to the other if the Closing shall not have received a Rejection not later than the thirtieth occurred one hundred twenty (30th120) day days following the Fair Market Value Datedate of this Agreement, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all except as otherwise provided in accordance with Paragraph 20.Section 5.4(d); or
(e) In the event By written notice of the termination Heritage Parties to the Prospect Parties or by the Prospect Parties to the Heritage Parties if any court of competent jurisdiction shall have issued any order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the contemplated transactions and such order, decree, ruling or other action is not rescinded or modified to permit the Closing on or before one hundred twenty (120) days following the date of this Lease as Agreement; or
(f) By written notice of the Heritage Parties to the Affected Premises as hereinabove provided, this Lease Prospect Parties if the Heritage Parties shall remain in full force and effect as elect not to proceed with the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum Closing following delivery of the percentages set forth on Exhibit “F” for Final Prospect Schedules as described in Section 1.6(a) hereof. Notwithstanding the Remaining Premisesforegoing, no party hereto may effect a termination hereof at such time such party is in material default or breach of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prospect Medical Holdings Inc)
Termination Events. The Second Lien Agent shall have the right (abut not the obligation) If either (i) to terminate this Agreement on behalf of all of the Lockup Parties if any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in following events occurs on or before the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each consummation of the events described in the above clauses Agreed Repayment Transaction (i) and (ii) shall hereinafter be referred to as each, a “Termination Event”):
(i) any representation or warranty of the Borrowers herein proves to be inaccurate or incorrect in any material respect as of the date made or deemed made;
(ii) the Borrowers breach any obligation under Section 3 above;
(iii) any “Event of Default” (as defined in each Credit Agreement) occurs or has occurred and is continuing under either Credit Agreement except for any Event of Default under Section 8.1(e) of either Credit Agreement that arises from a default in the performance of or compliance with any term contained in any of Sections 5.3 through 5.7, 5.9, 5.13 or 5.18 of the Second Lien Credit Agreement (and/or the substantively equivalent section of the First Lien Credit Agreement), then unless the Second Lien Agent reasonably determines that such Event of Default is reasonably likely to result in a Material Adverse Effect. For the avoidance of doubt, this Section 9(a)(iii) shall not in any way prejudice the rights and remedies available to (x) the First Lien Agent or First Lien Lenders under the First Lien Credit Documents with respect to any Default or Event of Default under (and as defined in) the First Lien Credit Agreement not disclosed in writing by the case of (i) aboveBorrowers to the First Lien Agent and waived in writing prior to the Master Agreement Effective Date, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and or (y) the Second Lien Agent or Second Lien Lenders under the Second Lien Credit Documents with respect to any Default or Event of Default under (and as defined in) the Second Lien Credit Agreement not disclosed in writing by the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as Borrowers to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises Second Lien Agent and waived in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or writing prior to the Termination Master Agreement Effective Date, then Landlord may, at its option, extend ; or
(iv) the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title Borrowers or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove containedtheir Affiliates, if Tenant shall have received a Rejection and, acting on the date when this Lease would Borrowers’ behalf, assert in writing or otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount makes a public announcement of the Net Award payable by reason of Borrowers’ intention not to consummate the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAgreed Repayment Transaction.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any either Related Premises shall be taken by a Taking or (ii) any substantial portion of any either Related Premises shall be taken by a Taking or all or any substantial portion of any either Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty sixty (3060) days after Tenant receives a Condemnation Notice or thirty sixty (3060) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”) in the form described in Paragraph 18(b") of the Tenant’s election 's option to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date date of the Termination Notice (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Datedate on which Landlord receives the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datedate of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, and Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20, and shall assign to Tenant (or pay over to Tenant) the Net Award.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a the percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. This Agreement may be terminated prior to Closing and the transactions contemplated hereby may be abandoned:
(a) If by either Comcast Subsidiary or Time Warner Cable, at any time after the 9-month anniversary of the Option Exercise Date (the "OUTSIDE CLOSING DATE") if the Closing shall not have occurred by such date; PROVIDED, that if the Closing shall not have occurred by such date by reason of the failure of one or more of the conditions set forth in Sections 8.1(s), 8.1(t), 8.2(i) or 8.2(j), then the Outside Closing Date shall be the 18-month anniversary of the Option Exercise Date; PROVIDED, FURTHER that if by such Outside Closing Date any such conditions remain unsatisfied by reason of the replacement or restoration of assets contemplated by the second proviso of Section 12.16(a) or Section 12.16(c) not being completed, then at Comcast Subsidiary's option, the Outside Closing Date can be extended until such replacement or restoration is completed;
(b) at any time, by the mutual agreement of Comcast Subsidiary and Time Warner Cable;
(c) by either Comcast Subsidiary or Time Warner Cable, at any time, if the other is in material breach or default of its respective covenants, agreements, representations, or other obligations herein or in any Transaction Document to which such Person or its Affiliates is a party and such breach or default (i) all has not been cured within 30 days after receipt of any Related Premises written notice or such longer period as may be reasonably required to cure such breach or default (PROVIDED, that the breaching or defaulting party shall be taken by a Taking using commercially reasonable efforts to cure such breach or default) or (ii) would not reasonably be expected to be cured prior to the Outside Closing Date; PROVIDED, that if any substantial portion of any Related Premises covenant, agreement, representation or other obligation in this Agreement is qualified by a reference to materiality or Material Adverse Effect, such qualifier shall be taken used without duplication;
(d) automatically without action by a Taking or all or any substantial portion of any Related Premises party hereto if the Option shall be totally damaged or destroyed terminate pursuant to Section 2.1(a)(iii);
(e) by a Casualty and, Comcast Subsidiary as provided in Section 12.16; or
(f) By Time Warner Cable upon the case occurrence of a CasualtyTime Warner Cable Adverse Tax Event, Tenant certifies and covenants provided that Time Warner Cable delivers written notice to Landlord that it will abandon operations at Comcast Subsidiary of its determination to terminate this Agreement pursuant to this Section 10.1(f) by the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case earlier of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualtyrelevant change in Tax Law (or the relevant Proposal Date, as if the case may be, to give to Landlord written notice (Comcast Adverse Tax Event is a “Termination Notice”proposed change in Tax Law) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant the Closing, provided, however, that the Agreement shall not terminate pursuant to pay the Termination Amount and (iiithis Section 10.1(f) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than within thirty (30) days following of the Fair Market Value Datereceipt of a notice of termination from Time Warner Cable (or if such notice is delivered within thirty (30) days of the Closing, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen soon as to the Affected Premises (collectively, “Remaining Obligations”) on or is reasonably possible prior to the Termination DateClosing), then Landlord may, at Comcast Subsidiary provides Time Warner Cable with a written rejection of such notice of termination and agrees to indemnify and hold harmless Time Warner Cable from and against any and all Losses suffered or incurred by Time Warner Cable or any of its option, extend the date on which this Lease may terminate as Affiliates to the Affected Premises extent attributable to such change in Tax Law as applied to the TWE Redemption and/or the Transactions (a date which is no later than "CHANGE IN LAW INDEMNITY"). The terms, conditions and procedures applicable to any such Change in Law Indemnity shall be governed by the first Basic Rent Payment Date after terms, conditions and procedures applicable to the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination indemnification obligations of Holdco under Section 9.2(a)(i) of the Tax Matters Agreement.
(g) By Comcast Subsidiary upon the occurrence of a Comcast Adverse Tax Event, provided that by the earlier of (i) all obligations of Tenant hereunder as to thirty (30) days after the Affected Premises shall terminate except for any Surviving Obligationsrelevant change in Tax Law (or the relevant Proposal Date, if the Comcast Adverse Tax Event is a proposed change in Tax Law) and (ii) Tenant shall immediately vacate and shall have no further rightthe Closing, title or interest in or Comcast Subsidiary provides written notice to any Time Warner Cable of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is its determination to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAgreement.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Tolling and Optional Redemption Agreement (Time Warner Inc)
Termination Events. (a) If either (i) all of 10.1 At any Related Premises shall be taken by time after a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty andTermination Event has occurred, in the case Funder may give written notice to the Claimant exercising its rights under this clause. Notification of a CasualtyTermination Event will not preclude notice of a different Termination Event at any time, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all including after conclusion of the Related Premises described Claim (for example, but without limitation, if it transpires that material information has been withheld from the Funder in breach of this Agreement).
10.2 Upon delivery of a notice of exercise under this clause, without prejudice to any other rights the above clauses (i) and (ii) above being hereinafter referred to as Funder may have under the “Affected Premises” and each of Transaction Documents or by law:
10.2.1 the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligatedClaimant shall, within thirty (30) days after Tenant receives a Condemnation Notice 20 business days, put in place alternative arrangements to discharge any order for security for costs that has been satisfied by the Funder;
10.2.2 the Funder will be released from all further obligations under the Transaction Documents other than its obligation to maintain confidentiality and (y) privilege in the case respect of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord Confidential Information;
10.2.3 if a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
Event is notified under sub-clause (b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as that definition the Claimant will, within 10 business days, repay to the Affected Premises Funder the Outstanding Principal Amount plus interest at the Funder’s reasonably anticipated return on equity as at the first Basic Rent Payment Date date of signing, which occurs at least ninety is [***]% per annum;
10.2.4 the Claimant will (90and will procure, that the Solicitor will) days after promptly return to the Fair Market Value Date (Funder any moneys advanced under the “Termination Date”)Funding Agreement that remain in the Solicitor’s client account or otherwise unspent; and
10.2.5 that exercise by the Funder will not affect any of its rights under the Transaction Documents, (ii) a binding and irrevocable offer of Tenant including its right to pay be paid the Termination Outstanding Principal Amount and the Profit Share (iii) if after giving credit for any amounts received by the Funder under the immediately preceding sub-clause).
10.3 If the Termination Event is an event described in Paragraph 18(a)(ii), waived by the certification and covenant described therein and a certified resolution of Funder or is cured during the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereofperiod, if any, and any Net Awardstipulated for that purpose in the definition of Termination Event, all clause 10.2 will cease to apply in accordance with Paragraph 20respect of the relevant Termination Event.
(e) In the event 10.4 No failure to exercise or any delay in exercising any right, power or remedy under a Transaction Document shall operate as a waiver of such right, power or remedy or constitute an election to affirm any of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesTransaction Documents.
Appears in 1 contract
Samples: Litigation Funding Agreement (Silver Bull Resources, Inc.)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will abandon operations has determined, in good faith, exercising its reasonable judgment, that the required restoration and continued operation of Tenant's business at the Related Leased Premises for a period of is not less than five economically practicable (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises(a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date date such Termination Notice is given to Landlord (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") as of the Termination Date, then Landlord may, at its option, extend the effective date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after last calendar day of the month subsequent to Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided aboveterminate, Landlord shall not have received the full agreed amount of the Net Award payable by reason of the applicable Termination EventEvent though no fault on the part of Landlord, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after date that is the receipt by Landlord last calendar day of the full month in which Landlord receives the agreed amount of the Net Award or the scheduled Expiration Date of this Lease, whichever is earlier; provided that, if Tenant has not satisfied all Remaining Obligations on as of such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on last calendar day of the month in which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datedelivery of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations andafter deducting therefrom (as consideration for Tenant's loss of its Leasehold rights and estate hereunder), the amount of any Net Award actually received and retained by Landlord or Lender as of the Termination Date, or if requested no Net Award shall have been received and retained by TenantLandlord or Lender as of such Termination Date, Landlord shall convey assign to Tenant or its designee (and cause Lender to assign to Tenant), each of Landlord's and Lender's respective entire interest in and to the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In . Landlord shall retain title to the event entire Leased Premises notwithstanding such acceptance of the termination Termination Amount, except that in the case of this Lease as Taking, to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to extent any portion of the Leased Premises multiplied by a percentage equal is not subject to the sum Taking, Landlord shall retain title to such remaining portion of the percentages set forth on Exhibit “F” for the Remaining Leased Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 16 Global Inc)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the 25 28 contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 14 Inc)
Termination Events. The following events shall be Termination Events (“Termination Events”) hereunder:
(a) If either as of any Determination Date, the Average Portfolio Delinquency Ratio exceeds 5.0%; or
(b) as of any Determination Date, the Average Pool Charged-Off Ratio exceeds 2.0%; or
(c) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 2.5%; or
(d) the Advances Outstanding on any day exceeds the lesser of the Facility Amount and Maximum Availability and the same continues unremedied for two Business Days; provided that during the period of time that such event remains unremedied, no additional Advances or Swingline Advances will be made under this Agreement and any payments required to be made by the Servicer on a Payment Date shall be made under Section 2.10; or
(e) a Servicer Default occurs and is continuing; or
(f) the Facility Termination Date shall have occurred; or
(g) failure on the part of the Seller or Originator to make any payment or deposit (including without limitation with respect to Collections) required by the terms of any Transaction Document on the day such payment or deposit is required to be made and the same continues unremedied for two Business Days; or
(h) the occurrence of an Insolvency Event relating to the Originator, the Seller, the Servicer or any Affiliate of the Originator which is a party to a Permitted Securitization Transaction; or
(i) all the Seller shall become required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; or
(j) a regulatory, tax or accounting body has ordered that the activities of the Seller or any Affiliate of the Seller contemplated hereby be terminated or, as a result of any Related Premises other event or circumstance, the activities of the Seller contemplated hereby may reasonably be expected to cause the Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or
(k) there shall exist any event or occurrence that has caused a Material Adverse Effect; or
(l) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Seller or the Originator and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Seller or the Originator and such lien shall not have been released within five Business Days; or
(m) any Change-in-Control shall occur; or
(i) any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be taken by a Taking effective or cease to be the legally valid, binding and enforceable obligation of the Seller, the Originator, or the Servicer,
(ii) the Seller, the Originator, the Servicer or any substantial portion other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Related Premises shall be taken by a Taking or all Transaction Document or any substantial portion of lien or security interest thereunder, or
(iii) any Related Premises shall be totally damaged or destroyed by a Casualty andsecurity interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a perfected first priority security interest; or
(o) on any date of determination, the case aggregate Hedge Notional Amount in effect for that day under all Hedge Transactions is less than the product of a Casualtythe Hedge Percentage on such day and the Hedge Amount on that day, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises same continues unremedied for a period of not less than five two Business Days; or
(5p) Lease Years, (any one or all failure on the part of the Related Premises described Seller or the Originator duly to observe or perform in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each any material respect any other covenants or agreements of the events described Seller or the Originator set forth in this Agreement or the above clauses (i) other Transaction Documents to which the Seller or the Originator is a party and (ii) shall hereinafter be referred to as the same continues unremedied for a “Termination Event”), then (x) in the case period of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualtyearlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Seller or the Originator by the Administrative Agent and (ii) the date on which the Seller or the Originator becomes aware thereof; or
(q) any representation, warranty or certification made by the Seller or the Originator in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect on the Secured Parties and which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Seller or the Originator by the Administrative Agent and (ii) the date on which the Seller or the Originator becomes aware thereof; or
(r) any failure by the Seller to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; or
(s) the failure of the Seller, the Servicer or the Originator to give make any payment due with respect to Landlord written notice (a “Termination Notice”) recourse debt or other obligations, in the form described in Paragraph 18(b) case of the Tenant’s election to terminate this Lease as to Servicer or the Affected Premises. If Tenant elects under clause Originator, in excess of $7,500,000, or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations whether or not such event or condition has been waived; or
(y1) above the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess of $7,500,000, individually or in the aggregate, against the Originator, or $2,000,000 against the Seller, individually or in the aggregate, and the Originator shall not to give Landlord a Termination Noticehave either (i) discharged or provided for the discharge of any such judgment, then Tenant shall rebuild decree or repair the Leased Premises order in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.terms or
Appears in 1 contract
Termination Events. (a) If either (i) all Subject in each case to the provisions of Section 8 hereof, this Plan Support Agreement may be terminated in accordance with Section 8 hereof upon the occurrence of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses following events (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as each, a “Termination Event”)):
a. Any of the Parties shall have breached any of its material obligations under this Plan Support Agreement as set forth herein;
b. The Debtors fail to file the Authorization Motion, then in form and substance reasonably acceptable in all material respects to the Almatis Group, the Requisite Junior Lenders (xas defined below) and DIC, in the case Bankruptcy Court by the date that is three (3) business days after the latest to occur of (i) abovethe execution and delivery of (A) the Equity Commitment Letter by DIC, Tenant and (B) the Escrow Agreement by the parties thereto and (ii) the deposit by DIC of the Equity Contribution with the Escrow Agent pursuant to the Escrow Agreement. ;
c. The Authorization Order shall not have been entered by the Bankruptcy Court within twenty-one (21) days after filing of the Authorization Motion;
d. The Debtors fail to file the Amended Plan and the Amended Disclosure Statement, which as to the Amended Disclosure Statement and any amendments or modifications thereto must be obligatedin form and substance reasonably acceptable in all material respects to the Almatis Group, the Requisite Junior Lenders (as defined below), and DIC, in the Bankruptcy Court within five (5) business days of the entry of the Authorization Order;
e. The order (i) approving the Amended Disclosure Statement and the solicitation procedures and materials, and (ii) setting a hearing to confirm the Amended Plan (the "Disclosure Statement Order") in form and substance reasonably acceptable in all material respects to the Almatis Group, those Supporting Junior Prepetition Lenders holding at least 66⅔% of the outstanding principal amount of each of the Second Lien Credit Facility, Mezzanine Credit Facility, and Junior Mezzanine Credit Facility (determined on a separate facility by facility basis) held by all Supporting Junior Prepetition Lenders who are Parties hereto (the “Requisite Junior Lenders”) and DIC, shall not have been entered by the Bankruptcy Court within sixty (60) days after filing of the Amended Disclosure Statement;
f. Solicitation pursuant to the Amended Disclosure Statement with respect to the Amended Plan has not commenced on or before the date which is five (5) business days after the Bankruptcy Court’s entry of the Disclosure Statement Order;
g. The order (the “Confirmation Order”) confirming the Amended Plan and approving all exhibits, appendices, Amended Plan supplement documents, and all related documents, each (including the Confirmation Order) in form and substance reasonably acceptable in all material respects to the Almatis Group, the Requisite Junior Lenders and DIC, shall not have been entered by the Bankruptcy Court within sixty (60) days after entry of the order approving the Amended Disclosure Statement.
h. The Confirmation Order, once entered, shall have been modified, amended, reversed, or vacated in any material respect without the prior written consent of the Requisite Junior Lenders and DIC;
i. Any of the Chapter 11 Cases shall have been dismissed or converted to a case under chapter 7 of the Bankruptcy Code;
j. An order shall have been entered and become a final, nonappealable order (the “Final Order”) declaring this Plan Support Agreement to be unenforceable;
k. Entry of an order by the Bankruptcy Court denying confirmation of the Amended Plan;
l. The Effective Date of the Amended Plan shall not have occurred within thirty (30) days after the Confirmation Order becomes final and nonappealable or, if earlier, one hundred eighty (180) days after entry of the Confirmation Order
m. Any Affiliate files, propounds, or otherwise supports any plan of reorganization in the Chapter 11 Cases other than the Amended Plan or files any motion or pleading with the Bankruptcy Court that is not consistent in any material respect with this Plan Support Agreement or the Amended Plan;
n. The Almatis Group withdraws the Amended Plan or publicly announces its intention not to support the Amended Plan;
o. The Almatis Group (acting by their respective boards of directors (or equivalent) or otherwise), or any member thereof, has determined in good faith, after consultation with its outside legal counsel, that continued performance of its obligations under this Plan Support Agreement or any actions contemplated thereby, including, the filing and prosecution of the Amended Plan as provided herein, would or would be reasonably likely to cause a breach of any applicable law (including any actions that would or would be reasonably likely to be contrary to the duties (including, without limitation, the fiduciary duties) of the directors, managers, or officers (or their equivalent)) or any order or direction of any court or any governmental body would or would be reasonably likely to result in a significant risk of liability (whether criminal, civil, or otherwise) to any director, manager, or officer (or its equivalent) of any such member;
p. Except as contemplated by this Plan Support Agreement or the Amended Plan, insolvency or similar proceedings are commenced by or against any Affiliate in a jurisdiction other than the United States of America unless such insolvency or similar proceedings are discharged, stayed, or dismissed or a plan that supports the Amended Plan is filed in the respective proceeding, within thirty (30) days of commencement, and with respect to any member of the Almatis Group organized under the laws of the Federal Republic of Germany (each, a “German Company”) only, an insolvency plan (Insolvenzplan) has been filed that supports the Amended Plan by the relevant German Company with the formal support (expressed in writing) by the preliminary insolvency trustee (vorlaeufiger Insolvenzverwalter) and the preliminary creditors committee (vorlaeufiger Glaeubigerausschuss) within sixty (60) days of the filing of the insolvency petition; or
q. There shall occur an event which, alone or together with other events, has, or could reasonably be expected to have, a Material Adverse Effect (defined below) on the business, assets, or operations of the Almatis Group. For purposes of this Plan Support Agreement, “Material Adverse Effect” means a material adverse effect occurring after Tenant receives a Condemnation Notice and the date of execution of this Plan Support Agreement on (yi) in the case business or condition (financial or otherwise) of the Almatis Group, taken as whole, or (ii) abovethe ability of the Almatis Group to consummate the transactions contemplated herein or to perform its obligations hereunder; provided, Tenant however, that none of the following shall have be deemed to constitute, and none of the optionfollowing (or the effects thereof) shall be taken into account in determining whether there has been a Material Adverse Effect: (A) events leading up to the Petition Date, within thirty (30B) days after Tenant receives a Condemnation Notice changes in general economic, financial market, business, or thirty geopolitical conditions (30other than in China) days after to the Casualty, extent that such changes do not disproportionately affect the Almatis Group as the case may be, compared to give other similarly- situated companies (including as to Landlord written notice (a “Termination Notice”jurisdiction) in the form described its industry, (C) general changes or developments in Paragraph 18(b) any of the Tenant’s election industries in which the Almatis Group operates to terminate this Lease the extent that such changes do not disproportionately affect the Almatis Group as compared to other similarly-situated companies (including as to jurisdiction) in its industry, (D) changes in any applicable laws or applicable accounting regulations or principles or interpretations thereof to the Affected Premises. If Tenant elects under clause extent that such changes do not disproportionately affect the Almatis Group as compared to other similarly-situated companies in its industry (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease including as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”jurisdiction), (iiE) national or international political or social conditions, including the engagement by the United States of America in hostilities, whether or not pursuant to the declaration of a binding national emergency or war, or the occurrence of any military or terrorist attack upon the United States of America, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment, or personnel of the United States of America, (F) the announcement or pendency of this Plan Support Agreement and irrevocable offer the transactions contemplated hereby, (G) the taking of Tenant any action contemplated by this Plan Support Agreement and the other agreements contemplated hereby, (H) except to pay the Termination Amount and extent provided in paragraph (iiio) if the Termination Event is an event described in Paragraph 18(a)(ii)of this Section 7, the certification filing and covenant described therein and consequences of a certified resolution filing, by or against the Almatis Group or any member thereof of an insolvency or similar proceeding in Germany or The Netherlands, (I) changes in general economic, financial market, business, or geopolitical conditions in China that do not materially adversely affect the business or prospects of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueAlmatis Group in China or (J) any existing circumstance.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Plan Support Agreement
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses following events (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a each, an “Termination Event”)) shall occur and be continuing:
(i) the occurrence of any Event of Default; or
(ii) the occurrence of any Key Person Event; or
(iii) on any Determination Date, then the Portfolio Yield does not equal or exceed 8.0% and such failure continues on the next succeeding Determination Date; or
(iv) the Rolling Three-Month Default Ratio shall exceed 7.5%; or
(v) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or
(vi) on any Determination Date, the Interest Coverage Ratio does not equal or exceed 150%; or
(vii) on any Determination Date, the Asset Coverage Ratio does not equal or exceed 200%; or
(viii) the Tangible Net Worth of the Originator at the end of any of the Originator’s fiscal quarters shall be less than $235,000,000; or
(ix) the Originator ceases to be an “investment company” that has elected to be regulated as a “business development company” within the meaning of the 1940 Act or to be qualified as a “regulated investment company” for purposes of the Code; or
(x) on any date prior to the Effective Date, the portion of the Prefunding Deposit remaining on deposit in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, Collection Account has been reduced to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.zero; or
(bxi) A Termination Notice the Effective Date shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) occurred on or prior to June 6, 2008, then, and in any such event, the Termination DateAdministrative Agent shall, then Landlord at the request of the Required Lenders, or may, at in its optiondiscretion, extend the date on which this Lease may terminate as by notice to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after Borrower declare the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord thenoccurred, on the Termination Datewithout demand, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant protest or its designee the Affected Premises or the remaining portion thereof, if any, and future notice of any Net Awardkind, all in accordance with Paragraph 20.
(e) In of which are hereby expressly waived by the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining PremisesBorrower; provided, that in the Basic Rent for event that the Remaining Premises to be paid after such termination Termination Event described in subsection (i) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon its receipt of written notice thereof, the Administrative Agent shall promptly notify each Lender of the occurrence of any Termination Event. Notwithstanding the foregoing, clauses (iii) through (vi) above shall be the Basic Rent otherwise payable hereunder with respect inapplicable prior to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesEffective Date.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Termination Events. (a) If either This Amended Agreement may be terminated prior to the Initial Closing:
(i) all by the mutual written consent of any Related Premises shall be taken by a Taking or the parties;
(ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided thatPurchaser, if Tenant any condition set forth in Article VII hereof to be performed by the Company or FOHP-NJ has not been satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to or waived by the Affected Premises (collectively, “Remaining Obligations”) Purchaser on or prior to before the Termination Date, then Landlord may, at its option, extend Initial Closing or if there has been a material breach on or before the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations Initial Closing of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises representations and warranties of the Company or FOHP-NJ (iiias such representations and warranties may be amended by this Section 11.1(a)(ii)) or covenants contained in this Amended Agreement, except that the Net Award execution and delivery of this Amended Agreement (and the execution and delivery of all exhibits hereto) shall not be retained deemed to constitute a breach of any such representation, warranty or covenant; provided, however, that the Purchaser shall, during the 20-day period following receipt of any written update furnished by Landlord. Notwithstanding anything the Company to the contrary hereinabove containedPurchaser pursuant to Section 4.6 hereof, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to Material Contracts similar to those described in Section 2.10 hereof and entered into in the Affected Premises as provided above, Landlord shall not have received the full amount ordinary course of the Net Award payable by reason of the applicable Termination Event, then business subsequent to the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if anyhereof, and any Net Awardchanges in representations and warranties of the Company relating to regulatory compliance resulting from regulatory action occurring after the date hereof, all consider in accordance good faith whether it will ultimately in any case be willing to proceed with Paragraph 20.
(e) the transactions contemplated by this Amended Agreement in light of the information provided in such written update, in which case the Purchaser may inform the Company in writing that such written update is not satisfactory. In the event of written notice from the termination of this Lease as Purchaser that the written update is not satisfactory and the failure by the Company to cure such written update to the Affected Premises as hereinabove providedPurchaser's satisfaction within two business days after such delivery of written notice, this Lease Amended Agreement shall remain terminate. The failure of the Purchaser to notify the Company within such 20-day period shall be deemed to constitute acceptance by the Purchaser of a modification to this Amended Agreement;
(iii) by the Company if any condition set forth in full force Article VIII hereof to be performed by the Purchaser has not been satisfied or waived by the Company on or before the Initial Closing or if there has been a material breach on or before the Initial Closing of any of the Purchaser's representations or warranties (as such representations and effect as to the Remaining Premiseswarranties may have been amended in accordance with Section 11.1(a)(iii) hereof) or covenants contained in this Amended Agreement; provided, however, that the Basic Rent for Company shall, during the Remaining Premises 20-day period following receipt of any written update furnished by the Purchaser to the Company pursuant to Section 5.5 hereof, consider in good faith whether it will ultimately in any case be paid willing to proceed with the transactions contemplated by this Amended Agreement in light of the information provided in such written update, in which case the Company shall inform the Purchaser in writing that such written update is not satisfactory. In the event of written notice from the Company that the written update is not satisfactory and the failure by the Purchaser to cure such written update to the Company's satisfaction within two business days after such termination delivery of written notice, this Amended Agreement shall terminate. The failure of the Company to notify the Purchaser within such 20-day period shall be deemed to constitute acceptance by the Basic Rent otherwise payable hereunder with respect Company of a modification to this Amended Agreement; or
(iv) by either party if the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesInitial Closing shall not have occurred before July 31, 1997.
Appears in 1 contract
Samples: Securities Purchase Agreement (Health Systems International Inc)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”"TERMINATION EVENT"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty ninety (3090) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty ninety (3090) days after Tenant receives a Condemnation Notice or thirty ninety (3090) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises(a "TERMINATION NOTICE"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “Termination Date”"TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) "REJECTION"), which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "REMAINING OBLIGATIONS") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided aboveterminate, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Foster Wheeler LTD)
Termination Events. (a) If either (i) all or substantially all of any Related the Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a CasualtyCondemnation, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligatedshall, within thirty (30) days after Tenant receives a Condemnation Notice Notice, give to Landlord written notice of Tenant’s election to terminate this Lease (a “Termination Notice”).
(b) If any portion of the Leased Premises shall be subject to a Condemnation and (y) has rendered the Leased Premises inaccessible, unavailable for use, or unsuitable for restoration for continued use and occupancy in the case of (ii) aboveTenant’s business, as determined by a certified structural engineer retained by Tenant and reasonably acceptable to Landlord, Tenant shall have the optionoption of (i) restoring the Leased Premises, within to the extent practicable, using the Net Award payable in connection with such Condemnation in accordance with the conditions and requirements set forth in this Lease, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) thirty (30) days after Tenant receives the report of such certified structural engineer, a Condemnation Notice or thirty copy of which report shall be delivered to Landlord with the Termination Notice, and (30y) sixty (60) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Tenant receives such Condemnation Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord deliver a Termination Notice, then Tenant shall rebuild or repair restore the Leased Premises Premises, to the extent practicable, in accordance with Paragraphs 17 and 19.
(bc) If a Casualty occurs with respect to the Leased Premises which shall be determined by a certified structural engineer retained by Tenant and reasonably acceptable to Landlord to be a loss so substantial that restoration or rebuilding for any Permitted Use under Paragraph 4(a) would either take more than two hundred seventy (270) days or be economically infeasible, Tenant shall have option of (i) restoring, rebuilding or repairing the Leased Premises, using the Net Award payable in connection with such Casualty in accordance with the conditions and requirements set forth in this Lease, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) thirty (30) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after the date of such Casualty.
(d) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date date on which occurs at least ninety (90) days after Landlord receives the Fair Market Value Date Net Award (the “Termination Date”), and (ii) a binding and irrevocable offer commitment of Tenant to pay the Termination Amount and (iii) if on the Termination Date.
(e) If Tenant delivers a Termination Notice to Landlord, this Lease shall terminate on the Termination Date; provided that if an Event of Default has occurred and is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution continuing as of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Date specified in Tenant’s Termination Notice, Landlord this Lease shall remain in full force and effect and the Termination Date shall be extended until such Event of Default has been cured by Tenant or waived by Landlord. On the Termination Date, (i) Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied and all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as due on or prior to the Affected Premises Termination Date (collectively, “Remaining Obligations”) on or prior to the Termination Date), then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (iii) all other obligations of Tenant hereunder as to the Affected Premises under this Lease shall terminate except for any Surviving Obligations, (iiiii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises Leased Premises, and (iiiiv) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided aboveTermination Date, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such dateObligations, then Landlord may, at its option, extend the date on which this Lease may terminate as Termination Date to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(df) Unless If Condemnation and/or Casualty occurs only at the Improved Parcel or the Vacant Parcel, as applicable, the terms, requirements and conditions of Paragraph 17 and Paragraph 18 of this Lease shall apply only to the parcel subject to the Condemnation and/or Casualty, as applicable. If Tenant delivers a Termination Notice with respect to the Vacant Parcel, this Lease shall continue, without modification, with respect to the Improved Parcel upon all the terms and conditions set forth in this Lease and, for purposes of clarity, Tenant agrees that there shall be no reduction or change in the Basic Rent upon any termination of this Lease with respect to the Vacant Parcel. If Tenant delivers a Termination Notice with respect to the Improved Parcel, (x) Tenant shall have received be required to deliver a Rejection not later than Termination Notice with respect to the thirtieth Vacant Parcel, (30thy) day following the Fair Market Value Date, Landlord Termination Date for the Vacant Parcel shall be conclusively presumed to have accepted such offer from Tenant to pay the same date as the Termination Amount. If such offer from Tenant to pay Date for the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if anyImproved Parcel, and any Net Award, (z) all in accordance with Paragraph 20.
(e) In the event of other terms and conditions related to the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum Vacant Parcel (including payment of the percentages set forth Termination Amount on Exhibit “F” for the Remaining PremisesTermination Date) shall be as otherwise provided in this Paragraph 18.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking (a “Total Taking”) or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, and Tenant has determined in good faith that the case repair or restoration of the Building or the Leased Premises in a manner suitable for the continued operation of the business of Tenant (or its Affiliates) at the Leased Premises is not economically practicable (a “Termination Trigger Event”) (each of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for Total Taking or a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) Termination Trigger Event shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) abovea Total Taking, Tenant shall be obligated, within thirty one hundred twenty (30120) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) abovea Termination Trigger Event, Tenant shall have the option, within thirty one hundred twenty (30120) days after Tenant receives a Condemnation Notice or thirty one hundred twenty (30120) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises(a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19. Notwithstanding the foregoing, (x) Tenant shall only be entitled to exercise any of the foregoing rights to terminate this Lease and/or to deliver a Termination Notice upon the occurrence of a Termination Trigger Event if (1) the terms of Severance Lease and/or the Condominium Declaration do not require the Condominium and/or Leased Premises to be rebuilt, and (2) Tenant and each of the other leasehold condominium unit owners under the Declaration actually exercise their collective right to purchase the Condominium and terminate their respective severance leases in accordance with the terms of the Severance Lease and the Condominium Documents.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date Termination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount Option Price and (iii) if in the case of a Termination Trigger Event is an event described a certification of Tenant to the effect of the facts set forth in clause (i) of Paragraph 18(a)(ii), the certification 18(a) above and covenant described therein and (iv) a certified resolution of the Board of Directors or Board of Managers, as the case may be, of Tenant authorizing the same. Promptly upon termination of the delivery Lease pursuant to Landlord the terms of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Valuethis Paragraph 18.
(c) If Only with respect to any Termination Notice received after the Option Lapse Date, Landlord shall may reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises Option Price pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”). Unless Tenant shall have received a Rejection not later than the forty-fifth (45th) which day following the date the Termination Notice is given to Landlord, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Option Price and the provisions of Paragraph 18(e) below shall apply. Any Rejection shall advise Tenant as to whether Landlord requires that Tenant rebuild the Leased Premises and to continue this Lease (a “Rebuild Demand”) or that Landlord elects to reject Tenant’s offer to pay the Option Price and to terminate this Lease as provided in Paragraph 18(d) below. In the case of a Termination Trigger Event occurring after the Option Lapse Date, if Landlord’s Rejection shall require Tenant to rebuild the Leased Premises, then, if at the time in question Tenant has the ability through voting control of the Condominium Board, as-of-right under the Governing Documents or otherwise, to direct the determination as to whether or not the Building and/or the Leased Premises, as the case may be, shall be restored or rebuilt, Tenant shall take such affirmative actions as are necessary or appropriate (including casting all affirmative votes required) to cause same to be rebuilt and restored and Tenant shall not be entitled to Terminate this Lease under this Paragraph 18. Notwithstanding anything to the contrary contained herein, if a Termination Trigger Event occurs at any time during the last two (2) Lease Years of the initial fifteen (15) year Term or during last two (2) Lease Years of any Renewal Term, then Landlord’s Rejection shall not be permitted to be a Rebuild Demand, and Landlord’s only options shall be to either accept Tenant’s offer to Terminate the Lease and pay the Option Price or to reject such offer and terminate this Lease as provided in Paragraph 18(d) below.
(d) If a Rejection sets forth Landlord’s election to reject Tenant’s offer to pay the Option Price but not to rebuild and instead to terminate this Lease, then such Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amountsuch Rejection. In such event, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as on or prior to the Affected Premises Termination Date (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations; provided that, notwithstanding the foregoing, if Tenant has satisfied all Monetary Obligations Landlord shall not be entitled to so extend the termination date as aforesaid if Guarantor provides an indemnification, defense and hold harmless agreement reasonably satisfactory to Landlord from and against such other obligations and liabilities of Tenant under the Lease. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(de) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on On the Termination Date, (unless a Rejection is permitted and is delivered by Landlord) Tenant shall pay to Landlord the Termination Amount Option Price and all Remaining Obligations Obligations, if any, and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant or its designee Landlord’s entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (New York Times Co)
Termination Events. (a) If either (i) all of any Related the Leased Premises shall be taken in its entirety by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that the continued operation of Tenant's business at the Leased Premises is no longer practicable and that it will abandon discontinue such operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives received a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”") of Tenant's option to terminate this Lease in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii18 (a) (ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market ValueValue of the Leased Premises.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty sixty (3060) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate the Leased Premises as promptly as is practicable and shall thereafter have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth sixtieth (30th60th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant its entire interest in and to the Net Award, free and clear of any claim or right of Lender, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. (a) If either (i) all of any Related the Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord and Lender written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market ValueValue of the Leased Premises.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord purchase the Termination Amount as to the Affected Leased Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent 38 Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately promptly vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the date on which this Lease is Termination Date Tenant shall assign to terminate with respect Landlord all of its right, title and interest, if any, in and to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAward.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord (or Lender if the Mortgage requires or permits Lender to so require) the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant its entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. (10.1. CREDITOR may terminate, at its own discretion, this Agreement and exercise any and all remedies under this Agreement and applicable laws, including but not limited to acceleration of the principal amount of the Loan, including accrued interests, as applicable, on the occurrence of any events hereunder, each of which are events of defaults hereunder:
a) Any breach of the obligations undertaken by BORROWER herein;
b) If either any governmental license, consent, authorization, permission, or concession is required by BORROWER for the fulfillment of the obligations herein is revoked or withheld or materially modified or is not totally and effectively valid.
c) If any order is issued by a qualified court or a resolution is addressed to BORROWER requesting BORROWER to appoint a liquidator, trustee or any similar administrator for a substantial part of the BORROWER’s assets, except for a merger or reorganization (other than insolvency), such provisions shall be approved in writing by CREDITOR.
d) If BORROWER fails to pay or is unable to fulfill thereof, or admits to being unable to pay the debts on maturity date, or is bankrupt or insolvent, or takes part in any CREDITORS’ composition.
e) If BORROWER terminates or threatens to terminate the business development or a substantial part of the ore business involving ORE PROPERTIES, or BORROWER’s assets were subject to seizure or appropriation, or
f) If any reproduction, guarantee or statement by BORROWER herein, or in writing hereof is not complied with or proves to be false on the date it was produced or repeated.
g) Petition of bankruptcy against the BORROWER.
h) Request of judicial or extrajudicial recovery made by BORROWER.
i) Extinction, liquidation, dissolution, voluntary bankruptcy request, adjudication of bankruptcy, or any analogue procedure that become to be created by law, of the BORROWER that is not dully elided by the BORROWER within 15 (fifteen) days.
j) If the BORROWER assigns, totally or partially, its obligations under this Agreement, without previous and express consent of the CREDITOR.
k) If BORROWER assigns, leases or transfers any assets that may cause a material adverse impact on the Loan, at the discretion of the CREDITOR.
l) Spin-off, incorporation, merger or any other form of corporate reorganization of the BORROWER, without the prior and written consent of the CREDITOR.
m) If any event of articles 333 and 1.425 of the Civil Code occurs.
n) Lawful protest of bills against the BORROWER and/or its controlled which the individual or aggregate amount exceeds US$10,000.00 (ten thousand US dollars).
o) Early termination of any of its financial obligations undertaken in other agreements which individual or aggregate amount exceeds US$10,000.00 (ten thousand US dollars).
p) Failure of CREDITOR to enter into the Finance Agreement or default of any CREDITOR’s obligations under the Finance Agreement or any of CREDITOR’S or BORROWER’S obligations under any document relating to the Finance Agreement;
q) If BORROWER disobeys any administrative decision or final and unappeallable court decision.
r) Reduction in the capital stock of BORROWER (unless previously authorized by the CREDITOR).
s) Any change in the financial condition of BORROWER that impacts the compliance of its obligations set forth in this Agreement.
t) If the representations made by BORROWER in this Agreement are false or deceptive, or, in addition, in relevant way, are incorrect, inconsistent or incomplete.
u) if the BORROWER does not renew or cancel, revoke or suspend its authorizations, concessions and licenses, required to the exercise of its activities.
v) any governmental authority act with the purpose of seizure, nationalization, expropriation or in any circumstances acquire, compulsorily, entirety or substantial part of the assets, properties, of the shares of the capital stock of the BORROWER that may substantially affect the payment of its obligations related to this Agreement.
x) If the cameras which monitor the ORE PROPERTIES, the Equipment and/or the GPS installed in it suffer damages, are broken or are not working in an appropriate manner, and the BORROWER does not repair them within 4 (four) business days after written notice of such malfunctioning is given by West Ventures to CREDITOR and BORROWER.
10.1.1 If any of the events listed in section 10.1 above occurs, CREDITOR may not demand the early termination of this Agreement without the prior and written consent of West Ventures.
10.2. If BORROWER is not in breach the obligations herein, at CREDITOR discretion, and CREDITOR fails to perform the disbursements related to the LOAN installments within the terms set forth in Sections 2.3 and 2.4 without cause (“CREDITOR DEFAULT”), then, subject to the penalty in Section 2.4.2 in any disbursement in Section 2.4, BORROWER shall provide written notice to West Ventures of such CREDITOR DEFAULT and West Ventures shall have the right exercisable within 30 days of such notice, to (i) all of any Related Premises shall be taken by a Taking or cure the CREDITOR DEFAULT directly to BORROWER; (ii) assume the LOAN obligations directly under this Agreement; or (iii) terminate or amend this Agreement (with BORROWER’s consent), at its sole discretion. For the avoidance of doubt, “cause” as used in this Section 10.2 shall include lack of approval for any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty anddisbursement from West Ventures.
10.2.1 Notwithstanding the foregoing, in the case event that the BORROWER is not able to early terminate the Agreement, BORROWER reserves the right to carry out any judicial or extrajudicial measures against the CREDITOR seeking the full fulfillment of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other its obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAgreement.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related Premises shall Subject to Clause 17.1, this Agreement may be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, terminated in the case following events and in the manner specified hereunder:
17.2.1 in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Casualty, Tenant certifies Force Majeure Act and covenants such inability to Landlord that it will abandon operations at the Related Premises perform lasts for a period of not less than five a total of ninety (590) Lease Yearsdays in any continuous period of one hundred and eighty (180) days, (any one or all and in the considered assessment of the Related Premises described other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the above clauses (i) and (ii) above being hereinafter referred to as near future, the “Non-Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant Party shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election right to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs Agreement by giving at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as prior written notice to the Affected Premises pursuant Party of its intention to Paragraph 18(bso terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or ninety (90) above days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
17.2.2 in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later less than thirty (30) days following to the Fair Market Value Seller;
17.2.3 in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Execution Date, then this Lease the Seller shall terminate as within seven (7) days of introduction of such change provide a written notice to the Affected Premises on Purchaser calling for a joint review of this Agreement. If the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as Parties are unable to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, arrive at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate mutually agreed position with respect to the Affected Premises subject matter of review, within a period of thirty (30) days from the date of the above-mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of thirty (30) days being given in writing to the other Party without any obligation/liability whatsoever;
17.2.4 in the event that the Level of Delivery falls below thirty percent (30%) or the Level of Lifting falls below thirty percent (30%), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than thirty (30) days. However, such notice is to be issued within sixty (60) days of the end of the relevant Year; provided above, Landlord that the Seller shall not have received a right to terminate the full amount Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below thirty percent (30%) solely on account of the Net Award payable fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; and in the event the Level of Lifting falls below thirty percent (30%) and this Agreement is liable for termination, the Purchaser can keep the Agreement alive by reason paying applicable Penalty as calculated in terms of Clause 6.6 or Performance Security/security deposit amount whichever is higher. The Purchaser shall have to request the Seller within thirty (30) days of completion of the relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable Termination Eventpenal amount. The Agreement shall be revived after receipt of the requisite penal amount. No backlog quantity shall be admissible. There shall not be any financial liability for either Party during the dormant period of the Agreement.
17.2.5 subject to Clause 6.3 , in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
17.2.6 in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 15, the Seller shall have the right to terminate this Agreement by providing prior written notice of thirty (30) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid notice period of thirty (30) days;
17.2.7 in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within sixty (60) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of thirty (30) days to first Party;
17.2.8 in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the RFP and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of ninety (90) days of receipt of a notice in this regard from the Non- Defaulting Party, then the date on which this Lease is Non-Defaulting Party shall have the right to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord this Agreement forthwith on expiry of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
said ninety (d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th90) day following period;
17.2.9 In case the Fair Market Value Date, Landlord shall be conclusively presumed Purchaser fails to have accepted such offer from Tenant to pay submit the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all CCO Certificate in accordance with Paragraph 20the Clause
6.2.1 then the Seller shall have the right to terminate the Agreement by giving prior written notice of 15 (fifteen) days to the Purchaser.
(e) In 17.2.10 in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the RFP (including information or documentation provided pursuant to the provisions to the RFP) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of thirty (30) days to the Purchaser;
17.2.11 Subject to Clause 21.11, in the event that the Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of thirty (30) days to the Purchaser;
17.2.12 pursuant to Clause 21.11;
17.2.13 in case of termination of the WDO Agreement;
17.2.14 pursuant to Clause 2.3, Clause 3.2.3 Clause 5.3.3, Clause 5.4.2, Clause 6.2.1, Clause 6.2.4 and/or Clause 6.3.2;
17.2.15 termination of this Lease as Agreement by the Seller pursuant to breach of any provisions of this Agreement by the Purchaser or termination of this Agreement by the Seller in accordance with any other provision of this Agreement;
17.2.16 in the event that the Specified End Use Plant ceases to remain operational for a continuous period of twelve (12) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of thirty (30) days to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesPurchaser.
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion (Casualty on a replacement cost basis is greater than 90% of any Related value) of the Leased Premises shall be taken by a Taking or all or any substantial portion substantially all of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty ninety (3090) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty ninety (3090) days after Tenant receives a Condemnation Notice or thirty ninety (3090) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises(a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date date of the Termination Notice (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall not later than thirty (30) days following the receipt of a Termination Notice reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) which "), and said Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, Amount then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datereceipt of a Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty ninety (3090) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty ninety (3090) days after Tenant receives a Condemnation Notice or thirty ninety (3090) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises(a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided aboveterminate, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 15 Inc)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's exercise of its option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.event
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 14 Inc)
Termination Events. Subject to Clause 17.1, this Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5thirty) Lease Years, days to the Seller;
(any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (xc) in the case event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (iseven) above, Tenant shall be obligateddays of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within thirty a period of 30 (30thirty) days after Tenant receives from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a Condemnation Notice and further written notice of 30 (ythirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the case event that the Level of Delivery falls below 30% (iithirty per cent.) aboveor the Level of Lifting falls below 30% (thirty per cent.), Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice Purchaser or thirty (30) days after the CasualtySeller, as the case may be, to give to Landlord written notice (a “Termination Notice”) in shall have the form described in Paragraph 18(b) of the Tenant’s election right to terminate this Lease as to Agreement after providing the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance other Party with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) prior written notice of Tenant’s intention not less than 30 (thirty) days. However, such notice is to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety be issued within 60 (90sixty) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board end of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Daterelevant Year; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to that the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Seller shall not have received a right to terminate the full amount Agreement pursuant to this sub- clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the Net Award payable fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; In the event the Level of Lifting falls below 30% (thirty per cent.) and the FSA is liable for termination, the Purchaser can keep their FSA alive by reason paying applicable Penalty as calculated in terms of clause 5.6 or Security Deposit(Performance Security) amount whichever is higher. The willing bidders shall have to request concerned coal companies within 30 days of completion of relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The FSAs shall be revived after receipt of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises required penal amount. No backlog quantity shall be automatically extended to admissible. There shall not be any financial liability for either parties during the first Basic Rent Payment Date after the receipt by Landlord dormant period of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.FSA
(e) In subject to Clause 5.3, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clause 3.4 and clause 3.5.4 of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) subject to Clause 21.11, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(l) The Fuel Supply Agreement(FSA), executed thereof, shall be valid for the Remaining Premises entire tenure of the agreement. Any premature exit by the Consumer/Buyer except for the reasons of exigencies/force majeure/operational issues faced by supplying coal company including change in contracted grade/Govt. regulation shall attract penal provisions as mentioned in clause 17.1 ; and/ or pursuant to be paid after such termination Clause 17.2, Clause 4.3.1, Clause 4.4, Clause 5.2 (d) and Clause 21.11 or any other applicable clause.
(m) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Final Verification Agency, is less than the Minimum Quantity as per the Scheme Document, the Agreement shall be stand terminated without requirement of any further actions in this regard by the Basic Rent otherwise payable hereunder Parties;
(n) In case the Purchaser fails to submit the CCO Certificate in accordance with respect the Clause 5.2(a), then the Seller shall have the right to terminate the Agreement by giving prior written notice of 15 (fifteen) days to the Leased Premises multiplied by a percentage equal to Purchaser.
(o) In case the sum of coking coal washery, if applicable, is not commissioned within maximum 5 years from the percentages set forth on Exhibit “F” for the Remaining PremisesSignature Date.
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the such Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Affected Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety thirty (9030) days after delivery of the Fair Market Value Date Termination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of any amounts prepaid by Tenant and attributable to pay the Affected Premises for any period after the Termination Amount and Date shall be refunded to Tenant no later than fifteen (iii15) if days following the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market ValueDate.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this This Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if . If Tenant has not satisfied all Monetary Obligations Basic Rent and Impositions due to the Termination Date and all other non-contingent obligations and liabilities under Paragraphs 10, 12, 13 and 17 of this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate Termination Date as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date thirty (30) days after the Termination Date date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and Premises, (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Landlord and (iv) any amounts paid by Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect and attributed to the Affected Premises for any period after the Termination Date shall be prorated between Landlord and Tenant on a per diem basis. Notwithstanding the foregoing, if a dispute exists as provided aboveto whether Tenant has satisfied any Monetary Obligation on or before the Termination Date, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is right to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate Termination Date as to the Affected Premises if Tenant shall pay the amount (the “Disputed Amount”) of the disputed Monetary Obligation to Landlord. Landlord shall deposit the Disputed Amount into an escrow account of an escrow agent mutually acceptable to Landlord and Tenant, in each parties’ reasonable discretion (the “Termination Escrow Account”), as security for the payment of the Disputed Amount. All amounts in the Termination Escrow Account shall be invested in a date which is no later than money market account and any interest that accrues thereon shall be for the first Basic Rent Payment Date after benefit of the eventual recipient thereof. If Landlord and Tenant despite a good faith effort are unable to reach agreement regarding the disputed Monetary Obligation, then the matter shall be determined by arbitration in accordance with the rules of the American Arbitration Association then prevailing in New York City and the amounts in the Termination Escrow Account shall be paid in accordance with such date on which determination. Any decision or award resulting from such arbitration shall be final and binding upon Landlord and Tenant has satisfied all such Remaining Obligationsand judgment thereon may be entered in any court of competent jurisdiction.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” Premises Percentage Allocation for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 17 - Global INC)
Termination Events. (a) If either (i) all of any Related the Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's option to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market ValueValue of the Leased Premises.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord purchase the Termination Amount as to the Affected Leased Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately promptly vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the date on which this Lease is Termination Date Tenant shall assign to terminate with respect Landlord all of its right, title and interest, if any, in and to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAward.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord (or Lender if the Mortgage requires or permits Lender to so require) the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant its entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Etec Systems Inc)
Termination Events. (a) If either Executive’s employment hereunder and the Agreement Term may be terminated at any time (i) all of any Related Premises shall be taken by a Taking or Xxxxxxx-Xxxxxxxx with Cause (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”defined herein), (ii) a binding and irrevocable offer of Tenant by Xxxxxxx-Xxxxxxxx without Cause on 30 days written notice to pay the Termination Amount and Executive, (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery by Xxxxxxx-Xxxxxxxx due to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
Executive’s Disability (cas defined herein) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by on 30 days written notice to Tenant Executive, (a “Rejection”iv) by Executive for Good Reason (as defined herein), (v) by Executive without Good Reason on 30 days written notice to Xxxxxxx-Xxxxxxxx (which Rejection notice may be waived by Xxxxxxx-Xxxxxxxx in its discretion, in which case, such termination shall contain the written consent be effective immediately upon Xxxxxxx-Xxxxxxxx’ receipt of Lender to Landlordnotice from Executive), or (vi) without action by Xxxxxxx-Xxxxxxxx, Executive or any other person or entity, immediately upon Executive’s rejection of Tenantdeath. If Executive’s offer employment is terminated for any reason under this Section 6, Xxxxxxx-Xxxxxxxx shall be obligated to pay the Termination Amountor provide Executive (or his estate, not later than thirty (30as applicable) in a lump sum within 30 days following the Fair Market Value Datesuch termination, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination time prescribed by any applicable plan: (i) all obligations any base salary payable to Executive pursuant to this Agreement, accrued up to and including the Date of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving ObligationsTermination, (ii) Tenant shall immediately vacate any employee benefits and shall have no further rightannual bonus compensation to which Executive is entitled, title and has been determined to be due and payable by the Company’s Board of Directors (or interest a committee thereof), upon termination of his employment with Xxxxxxx-Xxxxxxxx in or to any accordance with the terms and conditions of the Affected Premises and applicable plans of Xxxxxxx-Xxxxxxxx, (iii) the Net Award shall be retained reimbursement of any unreimbursed business expenses incurred by Landlord. Notwithstanding anything Executive prior to the contrary hereinabove containedhis Date of Termination pursuant to Section 5 hereof, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises and (iv) payment for accrued but unused vacation time as provided above, Landlord shall not have received the full amount of the Net Award payable by reason Date of the applicable Termination EventTermination, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20Xxxxxxx-Xxxxxxxx’ vacation policy ((i)-(iv) collectively, the “Accrued Amounts”).
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, any such case. Tenant certifies and covenants convenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and i)and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (iii) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Affected Premises in accordance with Paragraphs 17 and 19.. Notwithstanding any of the foregoing to the contrary, in the event that (i) the Affected Premises is either the 390 Lafayette Factory Premises or the 00 Xxxxxxx Xxxxx Premises, and (ii) the Leased Premises shall not have been converted to a condominium form of ownership prior to the occurrence of the Termination Event, then upon delivery of a Termination Notice to Landlord, Tenant shall be deemed to have irrevocably waived its rights hereunder to develop (or request Landlord to develop) the Excess Land and/or convert the Leased Premises to a condominium form of ownership as contemplated and provided for in Paragraphs 35 through 38 herein. In the event that (i) Tenant shall deliver to Landlord a Termination Notice, (ii) the Affected Premises is either the 390 Lafayette Factory Premises or the 00 Xxxxxxx Xxxxx Premises, and (iii) the Leased Premises has been converted to a condominium prior to the occurrence of the Termination Event, then, at Landlord's option, Landlord may either (i) accept such Termination Notice (subject to the requirements provided herein), or (ii) require that Tenant rescind such Termination Notice, in which event Tenant shall
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value. In the event that (i) the Affected Premises is either the 390 Lafayelte Factory Premises or the 00 Xxxxxxx Xxxxx Premies, and (ii) the Leased Premises shall not have been converted to a condominium form of ownership prior to the occurrence of the Termination Event, in addition to the foregoing, the Termination Notice shall contain an express irrevocable waiver by Tenant of its rights hereunder to develop (or request landlord to develop) the Excess Land and/or convert the Leased Premises to a condominium form of ownership as contemplated and provided for in Paragraphs 35 through 38 herein.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”") which Rejection shall contain the written consent of Lender to Landlord’s 's rejection of Tenant’s 's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount; provided that, both Tenant and Landlord expressly acknowledge and agree that no acceptance or deemed acceptance by Landlord of an irrevocable offer of Tenant to pay a Termination Amount shall be binding or effective upon Landlord or Lender unless the prior written consent of Lender shall have been obtained in the event (i) the Termination Amount is less than the "allocated loan amount" for such Related Premises established by Lender in connection with the Loan, or (ii) Lender's consent to Landlord's acceptance is otherwise required under the Mortgage. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 16 Global Inc)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant elects (instead of restoring the Related Premises) to send a notice to Landlord that certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” "AFFECTED PREMISES" and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”"TERMINATION EVENT"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b"TERMINATION NOTICE") of the Tenant’s election 's option to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety thirty (9030) days after the Fair Market Value Date date of the Termination Notice (the “Termination Date”"TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) "REJECTION"), which Rejection shall must contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amountif a Lender exists, not later than thirty (30) days following the Fair Market Value Datedate Landlord receives the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”"REMAINING OBLIGATIONS") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord Landlord, through no fault of its own, shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after date of the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datedate Landlord receives the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee designee, together with the Net Award, the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “EXHIBIT "F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Perry-Judds Inc)
Termination Events. (a) If either (i) all of any Related the Leased Premises shall be taken by a Taking Condemnation or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking Condemnation or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the such case of a Casualtydescribed in clause (ii), Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsLeased Premises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (ya “Termination Notice”) above not to give Landlord provided that if a Termination Notice, then Tenant Notice is not sent this Lease shall rebuild or repair the Leased Premises remain in full force and effect in accordance with Paragraphs 17 and 19its terms.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date date of the Termination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) ), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Datereceipt by Landlord of the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as on or prior to the Affected Premises Termination Date (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided aboveterminate, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Datereceipt by Landlord of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted or presumed accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and any (ii) pay to or assign to Tenant Landlord’s entire interest in and to the Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either Wilton Re may terminate this Agreement or a Service (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, thereof) if Wilton Re has notified CNO in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all writing of the Related Premises described in proposed date on which it desires the above clauses Agreement or such Service (ior portion thereof) and to terminate (ii) above being hereinafter referred such proposed date or such date as this Agreement is terminated pursuant to Section 6.02(b), as applicable, the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination EventDate”), then at least six (x6) months prior to such proposed date. If CNO is unable to perform a certain Service (an “Affected Service”) as a direct result of the termination of another Service (or portion thereof) (the “Terminated Service”), CNO shall provide Wilton Re notice in the case writing of (i) above, Tenant shall be obligated, such Affected Service within thirty (30) days after Tenant receives a Condemnation Notice and receiving notice from Wilton Re of the Terminated Service; provided that, if providing Wilton Re notice in such thirty (y30) in the case of (ii) aboveday time period is not reasonably practicable using its good faith efforts, Tenant shall have the option, within CNO may by prior written notice to Wilton Re extend such period for up to another thirty (30) days after Tenant receives a Condemnation Notice as may be necessary or thirty (30) days after the Casualty, as the case may be, appropriate in its view to give to Landlord written notice (a “Termination Notice”) effect such termination in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premisesan efficient and well-planned fashion. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord Wilton Re may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date within ten (10) Business Days after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations receipt of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any notice of the Affected Premises and (iii) Service, choose not to terminate the Net Award Terminated Service. Upon the termination of any Terminated Service, any Affected Service shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, also terminate on the date when this Lease would otherwise terminate with respect to the Termination Date. The termination of a portion of a Service or Affected Premises as provided above, Landlord Service shall not have received change the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination AmountFees. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, Effective on the Termination Date, Tenant the Terminated Service and any Affected Service shall pay be discontinued and, thereafter, this Agreement shall be of no further force and effect with respect to Landlord such Terminated Service (or portion thereof) or Affected Service, except as to obligations accrued prior to the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20Date.
(eb) In the event of the termination of Wilton Re may immediately terminate this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain Agreement in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder its entirety or with respect to affected Services if CNO commits a material breach of this Agreement (including a material failure or delay in the Leased Premises multiplied by a percentage equal performance of any Service) and fails to the sum of the percentages set forth on Exhibit “F” for the Remaining Premisescure such breach within thirty (30) days.
Appears in 1 contract
Samples: Transition Services Agreement (CNO Financial Group, Inc.)
Termination Events. This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30thirty) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Seller;
(c) If Landlord in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall reject within 7 (seven) days of introduction of such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by change provide a written notice to Tenant (the Purchaser calling for a “Rejection”) which Rejection shall contain joint review of this Agreement. If the written consent of Lender Parties are unable to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, arrive at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate mutually agreed position with respect to the Affected Premises as provided abovesubject matter of review, Landlord shall not have received within a period of 30 (thirty) days from the full amount date of the Net Award payable by reason of above mentioned notice, the applicable Termination Event, then Seller shall have the date on which this Lease is right to terminate with respect the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.other Party without any obligation/liability whatsoever;
(d) Unless Tenant subject to Clause5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have received the right to terminate this Agreement after giving the Purchaser a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, due opportunity of being heard on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.matter;
(e) In in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffersinsolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clauses3.4 and 3.5.4of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(i) subject to Clause 15, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Remaining Premises Seller shall have the right to be paid after such termination terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall be the Basic Rent otherwise payable hereunder with respect entitled to terminate this Agreement for any reason whatsoever, by giving a prior written notice of 3 (three) months to the Leased Premises multiplied by a percentage equal Seller; and/ or
(l) pursuant to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesClause2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: E Fuel Supply Agreement
Termination Events. The Guarantor (or the Cash Manager on its behalf):
(a) If either may (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders) terminate this Agreement in the event that the matters specified in paragraph (i), (vi) all or (vii) below occur;
(b) will (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders), and the Bond Trustee may in such circumstances, terminate this Agreement in the event that any Related Premises shall be taken by a Taking or of the matters specified in paragraphs (iii) to (v) (inclusive) below occur; and
(c) in the event that any of the matters specified in paragraph (ii) any substantial portion below occur, the Guarantor will (or will cause the Cash Manager to) take the actions described in Section 7.6 and the Guarantor will terminate this Agreement, in each case by serving a written notice of any Related Premises shall termination on the Standby Account Bank in accordance with Article 12 (Notices) (such termination to be taken by a Taking or all or any substantial portion effective three Business Days following service of any Related Premises shall be totally damaged or destroyed by a Casualty such notice and, in the case of a Casualty(c), Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less no later than five (5) Lease Years, (Business Days following the occurrence of any one or all of the Related Premises described matters specified therein) which will direct the Standby Account Bank to transfer all funds held in the above clauses Guarantor Accounts to replacement accounts under the terms of a new bank account agreement (the “New Standby Bank Account Agreement”) and a new guaranteed deposit account contract (the “New Standby GDA Agreement”) to be entered into by the parties hereto (excluding the Standby Account Bank) substantially on the same terms as this Agreement and the Standby GDA Agreement, respectively, in any of the following circumstances:
(i) and if a deduction or withholding for or on account of any taxes is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any Guarantor Account;
(ii) above being hereinafter if one or more Rating Agencies downgrades the rating of the unsecured, unsubordinated and unguaranteed debt obligations of the Standby Account Bank or the Standby Account Bank’s issuer default rating, as applicable, below the Standby Account Bank Required Ratings;
(iii) if the Standby Account Bank, otherwise than for the purposes of the amalgamation or reconstruction as is referred to as the “Affected Premises” and each in paragraph (iv) below, ceases or, through an authorized action of the events described board of directors of the Standby Account Bank, threatens to cease to carry on all or substantially all of its business or the Standby Account Bank;
(iv) if an order is made or an effective resolution is passed for the winding-up of the Standby Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the above clauses Guarantor and the Bond Trustee (isuch approval not to be unreasonably withheld or delayed);
(v) if proceedings are initiated against the Standby Account Bank under any applicable liquidation, insolvency, bankruptcy, sequestration, composition, reorganisation (other than a reorganisation where the Standby Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) except in the case of (ipresentation of petition for an administration order) abovesuch proceedings are not, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case reasonable opinion of the Guarantor, being disputed in good faith with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Standby Account Bank or in relation to the whole or any substantial part of the undertaking or assets of the Standby Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Standby Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Standby Account Bank and such possession or process (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Standby Account Bank initiates or consents to give judicial proceedings relating to Landlord written notice itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of its creditors generally;
(a “Termination Notice”vi) default is made by the Standby Account Bank in the form described in Paragraph 18(bperformance or observance of any of its covenants and obligations, or a breach by the Standby Account Bank is made of any of its representations and warranties, respectively, under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g), 8.1(h) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.8.1(i); or
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iiivii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all Standby Account Bank materially breaches its other obligations and liabilities under this Lease which have arisen as to Agreement or the Affected Premises (collectivelyStandby Guaranteed Deposit Account Contract, “Remaining Obligations”) on or prior to provided that the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant Rating Agency Condition has been satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after Agreement following such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premisesbreach.
Appears in 1 contract
Samples: Standby Bank Account Agreement (Bank of Nova Scotia /)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.Market
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of the any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the applicable Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected PremisesPremises (a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased affected Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) ), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises on or prior to the Termination Date (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided aboveterminate, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination EventEvent for any reason other than any failure or delay on the part of or caused by Landlord or its agents, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related the Leased Premises shall be taken by a Taking Condemnation or (ii) any substantial portion (as mutually and reasonably determined by Landlord and Tenant) of any Related the Leased Premises shall be taken (either permanently or for a period at least equal to the remainder of the Term) by a Taking Condemnation or (iii) all or any substantial portion (as mutually and reasonably determined by Landlord and Tenant) of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) ), (ii), and (iiiii) shall hereinafter be referred to as a “Termination Event”), then Tenant at Tenant’s election may terminate this Lease by so advising Landlord in a written notice (x“Termination Notice”) in the case of (i) above, Tenant shall be obligated, delivered within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) occurrence of the Tenant’s election to terminate this Lease as to the Affected PremisesCondemnation or Casualty in question. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an In such event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate of the pertinent Casualty or Condemnation, and Rent shall be appropriately prorated as of such termination date. In the event of such termination all proceeds and awards with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Leased Premises shall be automatically extended payable to Landlord, provided that in the first Basic Rent Payment Date after the receipt by Landlord event of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Dateself-insurance, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations proceeds of insurance which would have been paid if there had not been self-insurance, and, if requested by Tenant, Landlord shall convey to Tenant or its designee notwithstanding any date set forth in the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove providedTermination Notice, this Lease shall remain not terminate (nor shall there be any abatement of Tenant’s obligation to pay Rent) until Landlord receives such payment, in full force and effect as to full. Upon such termination of the Remaining Premises; providedLease, that Tenant shall have no further obligations under the Basic Rent Lease except for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesSurviving Obligations.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rockwell Automation Inc)
Termination Events. This Agreement may be terminated, without liability to the Party terminating:
(a) If By either (i) all of Party, upon [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]' Notice to the other, at any Related Premises shall be taken by a Taking time upon or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, Parties cease to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19be Affiliates.
(b) A Termination By a Party, immediately upon Notice shall contain to the other Party, if:
(i) notice that other Party makes a general assignment of Tenant’s intention to terminate this Lease as to all or substantially all of its assets for the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), benefit of its creditors;
(ii) that other Party applies for, consents to, or acquiesces in the appointment of a binding and irrevocable offer receiver, trustee, custodian, or liquidator for its business or all or substantially all of Tenant to pay the Termination Amount and its assets;
(iii) if the Termination Event that other Party files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or
(iv) a petition seeking relief or reorganization under any bankruptcy or insolvency laws is an event described in Paragraph 18(a)(ii), the certification filed against that other Party and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Valueis not dismissed within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after it was filed.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as By a Party, immediately upon Notice to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided thatother Party, if Tenant that other Party's material breach of this Agreement continues uncured or uncorrected for [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after both the nature of that breach and the necessary cure or correction has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to been agreed upon by the Affected Premises (collectively, “Remaining Obligations”) on Parties or prior to otherwise determined by the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining ObligationsDispute Resolution Procedure. Upon such termination But if:
(i) all obligations the Parties agree or it is determined by the Dispute Resolution Procedure that the material breach is not capable of Tenant hereunder as to being cured or corrected, the Affected Premises termination shall terminate except for be effective immediately upon Notice, without any Surviving Obligations, cure period; or
(ii) Tenant shall immediately vacate the breaching Party (A) reasonably requires longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- such as when the applicable Service Subcontract permits the Subcontractor longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- and shall have no further right, title or interest in or to any (B) Notifies the non-breaching Party of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Eventcircumstances, then the date on which cure period shall be extended for the reasonable time so required, so long as during that time the breaching Party diligently acts to effect that cure or correction; provided, however, that in no event shall this Lease is SECTION 10.1(c)(ii) apply to terminate with respect TCY's obligation to make payments to Sabre under this Agreement. A non-breaching Party's exercise of the remedy described in this SECTION 10.1(c) shall be conditioned upon its giving a Breach Notice to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligationsother Party.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value DateBy Sabre, Landlord shall be conclusively presumed immediately upon Notice to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations andTCY, if requested TCY has not paid the amount described in a Nonpayment Notice by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after that Nonpayment Notice was given. A Party may not terminate this Agreement if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination or circumstance described above in this SECTION 10.1, upon which that Party would rely in so terminating, was caused by that Party's breach of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesAgreement.
Appears in 1 contract
Samples: Administrative Services Agreement (Travelocity Com Inc)
Termination Events. (a) If either (i) all the entire Leased Premises shall be taken by a Taking, (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking and Tenant certifies and covenants to Landlord that, in its prudent business judgment, the remaining portion of the Leased Premises cannot be effectively used for the conduct of business by Tenant at the Leased Premises or (iiiii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion substantially all of any Related the Leased Premises shall be totally are damaged or destroyed by a Casualty and, in and Tenant obtains a report from an independent third-party consultant that the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Leased Premises for a period of cannot less than five be restored within one year following such Casualty (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i), (ii) and (iiiii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s 's election to terminate this Lease as to the Affected Premises(a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, Notice then Tenant Landlord shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19Paragraph 17(c).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety thirty (9030) days after receipt by Landlord of the Fair Market Value Date Termination Notice (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and 18(a)(iii) a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject In any such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amountcase, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant Notwithstanding any provisions of Paragraph 17 and 18 hereof to the contrary, if greater than forty (40%) of the Leased Premises is damaged or destroyed by any Casualty or taken by Condemnation during the last twelve (12) months of the Term, and if such Casualty or Condemnation cannot be fully repaired and restored within one hundred twenty (120) days, either party shall have received a Rejection not later than the thirtieth right to terminate this Lease by giving written notice to the other within thirty (30th30) day following days after the Fair Market Value Datedate of such Casualty or Condemnation, in which event Landlord shall be conclusively presumed entitled to have accepted such offer from Tenant to pay retain the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and amount of any Net Award, all in accordance with Paragraph 20.
(e) In the event ; provided that any such notice given by Landlord shall be void and of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full no force and effect as if Tenant exercises an available option to extend the Remaining Premises; provided, that the Basic Rent Term for the Remaining Premises to be paid after a Renewal Term within thirty (30) days following receipt of such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premisesnotice from Landlord.
Appears in 1 contract
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses following events (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then ) shall occur:
(xa) in the case of (i) abovethe aggregate Net Principal Balance of the Eligible Medallion Loans that are Class A Medallions Loans, Tenant shall at any time be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of less than (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) 80% of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.Pledged Receivables Balance; or
(b) A Termination Notice shall contain (i) notice the sum of Tenant’s intention to terminate this Lease as to (A) the Affected Premises on aggregate Net Principal Balance of the first Basic Rent Payment Date which occurs Eligible Medallion Loans that are Class A Medallions Loans and (B) the aggregate Net Principal Balance of the Eligible Medallion Loans that are Class B Medallions Loans, shall at least ninety any time be less than (90ii) days after 85% of the Fair Market Value Date Pledged Receivables Balance; or
(c) any Event of Default; or
(d) the “Termination Date”); or
(e) as at the end of any Monthly Period, the average of the Delinquency Rates for such Monthly Period and the immediately preceding three Monthly Periods shall exceed 6.0%; or
(f) as at the end of any Monthly Period, the average of the Default Rates for such Monthly Period and the immediately preceding three Monthly Periods shall exceed 4.5%; or
(g) a Governmental Authority shall direct that the activities of the Agent or the Lender, or any Affiliate of the Lender or the Agent, contemplated hereby be terminated (whether or not such direction has the force of law) or any other law, rule or regulation or other action by any Governmental Authority shall occur or be in effect that shall make it unlawful for Medallion Funding, the Borrower, the Lender or the Agent to enter into or perform or exercise any of their respective rights or obligations under this Agreement or any other Loan Document; or
(h) the Lockbox Collection Percentage shall be less than (i) 60% for any Monthly Period from and including the June 2009 through the August 2009, (ii) a binding and irrevocable offer of Tenant to pay 85% for the Termination Amount and September 2009 Monthly Period or (iii) if the Termination Event is an event described 90% for any Monthly Period after September 2009; then, and in Paragraph 18(a)(ii)any such event, the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer Agent may by Tenant to pay to Landlord the Termination Amount as notice to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain Borrower, declare the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Revolving Period Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to have occurred, whereupon the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and Lender shall have no further right, title or interest in or obligation to make any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining ObligationsAdvances hereunder.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Loan and Security Agreement (Medallion Financial Corp)
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking Taking, or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, and Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) ), and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice Notice, and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected PremisesPremises (a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (iA) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety thirty (9030) days after delivery of the Fair Market Value Date Condemnation Termination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iiiB) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Valuetherein.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the delivers a Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value DateNotice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided thatprovided, that if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises Premises, and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal exclusive of the Basic Rent allocated to the sum Affected Premises under Paragraph I of the percentages set forth on Exhibit “F” for the Remaining PremisesD”.
Appears in 1 contract
Termination Events. The occurrence of any of the following events shall ------------------ constitute a "TERMINATION EVENT" within the meaning of this Agreement:
a. The failure by the Borrower or any Guarantor to satisfy all of the terms and conditions of this Agreement as and when due.
b. The occurrence of any Event of Default (other than Existing Defaults and after taking into account the provisions of Paragraph 5(h)(i) hereof).
c. There shall occur any material adverse change in the business, financial condition, assets or operations of the Borrower and its Subsidiaries, taken as a whole, after the date hereof, as determined by the Agent and the Banks acting in good faith and in a commercially reasonable manner. The occurrence of a Termination Event shall also constitute an immediate Event of Default under the Loan Agreement, without additional notice or grace. Upon the occurrence of a Termination Event, the Majority Banks may, at their option, terminate the Forbearance Period and may exercise any or all of their rights and remedies on default to which the Agent or any Bank is, or to which the Agent or any Bank would be entitled against the Borrower or any Guarantor. Without limiting the foregoing, at the election of the Majority Banks, (a) If either (i) all of any Related Premises the Commitments may be terminated and the Banks shall be taken by a Taking or relieved of all obligations to make Loans and of all further obligations to cause Letters of Credit to be issued, and (iib) any substantial portion of any Related Premises the Agent and the Banks may exercise all rights and remedies against the Collateral and the Guarantors' Collateral, provided that ------------- the foregoing shall not be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in deemed to modify the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all automatic termination of the Related Premises described in Commitments and acceleration of the above clauses Obligations upon the occurrence of an Event of Default under (iS)(S)7.1(g) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(bh) of the Tenant’s election to terminate Loan Agreement. Any notice required by this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant provision shall rebuild or repair the Leased Premises be given in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution Section 9.1 of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord Loan Agreement and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have deemed received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligationsfor in said provision.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) and in the event any one or more of the following events shall occur:
a. Without the prior approval of the Lessor, the interest of the Lessee under this Lease Agreement shall be transferred to, passed to, or devolved upon any other person, firm, corporation, agency or entity, with the express approval of Lessor as set forth in Paragraph 12; or,
b. By or pursuant to or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer, a receiver, trustee or liquidator shall take possession of all or substantially all of any Related Premises the property of the Lessee, and such possession or control shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, continue in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises effect for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days; or,
c. The Lessee shall voluntarily abandon, desert or vacate the Premises, or after exhausting or abandoning any right or further appeal, the Lessee shall be prevented for a period of ninety (90) days after Tenant receives a Condemnation Notice by action of any governmental agency from using the Premises, regardless of the fault of the Lessee; or,
d. Any enforceable lien shall be filed against the leased Premises because of any act or omission of the Lessee and (y) shall not be discharged, or contested by the Lessee in the case of (ii) above, Tenant shall have the optiongood faith by proper legal proceeding, within thirty one hundred twenty (30120) days after Tenant receives a Condemnation Notice days; or,
e. The Lessee shall cease, fail or thirty (30) days after refuse to use the Casualty, leased Premises as and for the case may be, to give to Landlord written notice (a “Termination Notice”) in the form purposes described in Paragraph 18(b) of the Tenant’s election 5; or,
f. The Lessee shall fail to terminate keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease as Agreement on its part to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Noticebe kept, then Tenant shall rebuild performed, or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least observed, within ninety (90) days after its receipt of written notice of default thereunder from the Fair Market Value Date Lessor, except where fulfillment of its obligation requires activity over a period of time, and the Lessee shall have commenced in good faith to perform whatever may be required to fulfillment within ninety (90) days after receipt of notice and continues such performance without interruption; then Lessor shall, upon giving ten (10) days written notice thereof to Lessee, have the “Termination Date”), (ii) a binding option to terminate this Lease Agreement and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution all of the Board rights of Directors of Tenant authorizing the sameLessee hereunder. Promptly The Lessor shall, as an additional remedy upon the delivery giving of notice of termination as provided in this section, have the right to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected re-enter said leased Premises and (iii) every part thereof upon the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the effective date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason termination without further notice of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if anyany kind, and may regain and resume possession either with or without the institution of summary or any Net Award, all in accordance with Paragraph 20other legal proceedings or otherwise.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement
Termination Events. (a) If either The following shall constitute Termination Events, except where solely caused directly and specifically by
(i) all of the City withholding without lawful cause any Related Premises shall be taken amount due and payable under this Agreement except to the extent disputed by a Taking the City in good faith; or (ii) any substantial portion Legal Fault of the City or City Person:
(a) if Design-Builder is declared or adjudged a bankrupt, makes a general assignment for the benefit of creditors, or takes the benefit of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, legislation in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises force for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and protection against creditors, (ii) above being hereinafter referred to as the “Affected Premises” and each orderly payment of the events described in the above clauses debts, or (iiii) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice winding up or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.liquidation;
(b) A Termination Notice shall contain (i) notice if a receiver or receiver-manager is appointed for the business of Tenant’s intention to terminate this Lease as to Design-Builder, unless the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event appointment is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.canceled within 21 days;
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any material part of the Affected Premises property of Design-Builder is seized or attached and (iii) the Net Award shall be retained such seizure or attachment is not successfully contested by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.Design-Builder within 21 days;
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.Design-Builder ceases active business operations;
(e) In if, during the event Term, Design-Builder abandons the Design or Construction;
(f) if it is determined by the City (subject to Design-Builder’s right to refer a Dispute in respect of such determination for resolution pursuant to the Dispute Resolution Procedure) that, by the Percent Completion Default Date, the Percent Completion is less than 20%;
(g) if Design-Builder fails to achieve Construction Completion by the Long Stop Date;
(h) if at any time after the date that is one year prior to the Long Stop Date it is finally determined pursuant to the Dispute Resolution Procedure that Construction Completion is not reasonably expected to occur on or before the Long Stop Date;
(i) if Design-Builder, upon receiving a Notice of Default from the City where the specified Default has a Material Adverse Effect, fails to:
(i) cure the Default within 21 days;
(ii) where the Default cannot by reasonable commercial efforts be cured within 21 days, communicate to the City and initiate within that 21 days a commercially reasonable course of action designed to cure the Default, and thereafter diligently pursue that course of action until the Default is cured; or
(iii) where the Default is an Incurable Default, within 21 days communicate to the City and initiate a commercially reasonable course of action designed to mitigate the consequences of the termination Incurable Default to the maximum extent practicable, and thereafter diligently pursue that course of action until the consequences of the Incurable Default have been so mitigated.
(j) if Design-Builder, a Subcontractor or Key Individual is identified by the City in accordance with Section 13.7 [City’s Remedial Rights] to be a Restricted Person or has committed a Prohibited Act that is not appropriately managed or remedied by Design-Builder to the City’s satisfaction, acting reasonably, as provided for in Section 13.7 [City’s Remedial Rights];
(k) if Design-Builder is assigned a total of four or more Default Points; or
(l) where any provision of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain Agreement expressly provides for a right of termination in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum favour of the percentages set forth on Exhibit “F” for the Remaining PremisesCity by reason of Design-Builder Default.
Appears in 1 contract
Samples: Design Build Agreement
Termination Events. (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses following events (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then ) shall occur:
(xa) in the case average of the Dilution Ratios for the three preceding Settlement Periods shall at any time exceed (i) abovesolely if the last day of such three Settlement Periods ends during the Temporary Period, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of 3.00% or (ii) aboveotherwise, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.2.00%;
(b) A Termination Notice the average of the Days Sales Outstanding for the three preceding Settlement Periods shall contain at any time exceed (i) notice solely if the last day of Tenant’s intention to terminate this Lease as such three Settlement Periods ends during the Temporary Period, 70.00 days or (ii) otherwise, 65.00 days;
(c) the average of the Delinquency Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 9.00% or (ii) otherwise, 5.00%;
(d) the average of the Loss Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 6.00% or (ii) otherwise, 4.00%;
(e) Receivables cease being sold or contributed by any Originator to the Affected Premises on Borrower pursuant to the first Basic Rent Payment Date which occurs at least ninety Purchase and Sale Agreement;
(90f) days after any PG&E Party makes any material change in the Fair Market Value Date Credit and Collection Policy without the prior written consent of the Administrative Agent and the Majority Group Agents;
(g) (i) the “Termination Date”)Collection Account Agent shall fail to perform or observe any term, covenant or agreement under the Intercreditor Agreement, and such failure, solely to the extent capable of cure, shall continue for three (3) Business Days, (ii) the Collection Account Agent shall fail to deliver a binding and irrevocable offer “Notice of Tenant Sole Control”, a “Notice of Exclusive Control”, a “Notice of Control” or other notice of control to pay each Collection Account Bank in accordance with each of the Termination Amount and Collection Account Control Agreements within two (2) Business Days following receipt by the Collection Account Agent of a Control Direction delivered to the Collection Account Agent by the Administrative Agent or (iii) if Citibank, N.A. shall resign as Collection Account Agent, and no successor Collection Account Agent reasonably satisfactory to the Termination Event is an event described in Paragraph 18(a)(ii), Administrative Agent and the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant Majority Group Agents shall commence to determine Fair Market Value.have been appointed;
(ch) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord mayIntercreditor Agreement, at any time after its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except execution and delivery and for any Surviving reason other than satisfaction in full of all the Borrower Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or ceases to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as effect; or the Collection Account Agent (or any of its Affiliates) contests in any manner in writing the validity or enforceability of the Intercreditor Agreement; or the Collection Account Agent denies in writing that it has any or further obligation under the Intercreditor Agreement, or purports in writing to revoke, terminate or rescind the Intercreditor Agreement; or
(i) if a Stop Sweeping Event has occurred and is continuing, the Remaining Transfer Amount of Collections for any Business Day is not transferred to the Remaining PremisesBorrower Accounts within five (5) Business Days of such Business Day and such failure is not remedied within ten (10) Business Days; providedthen, that and in any such event, the Basic Rent for Administrative Agent may (or, at the Remaining Premises direction of the Majority Group Agents shall) by notice to be paid after such termination the Borrower declare the Termination Date to have occurred (in which case the Termination Date shall be the Basic Rent otherwise payable hereunder with respect deemed to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premiseshave occurred).
Appears in 1 contract
Termination Events. (a) If either (i) all of any either Related Premises shall be taken by a Taking or (ii) any substantial portion of any either Related Premises shall be taken by a Taking or all or any substantial portion of any either Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty forty-five (3045) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty forty-five (3045) days after Tenant receives a Condemnation Notice or thirty forty-five (3045) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”) in the form described in Paragraph 18(b") of the Tenant’s election 's option to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen any Basic Rent or Impositions remain unpaid as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to of the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligationspast due Basic Rent and Impositions are paid. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 2020 and in such event Landlord shall have no further rights in and to the Net Award and shall cooperate with Tenant to cause the Net Award to be delivered to Tenant. This obligation of Landlord shall survive termination of this Lease.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the percentage of the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. (a) If either (i) all of any Related the entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Related the Leased Premises shall be taken by a Taking or all or any substantial portion of any Related the Leased Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualtysuch case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Leased Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's intention to terminate this Lease (a “"Termination Notice”") in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above terminate this Lease by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as any Basic Rent or real estate taxes payable with respect to the Affected Leased Premises which remain due and unpaid on the Termination Date (collectively, “"Remaining Obligations”) on or prior to the Termination Date"), then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord or Lender, as the case may be, shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord or Lender, as the case may be, of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord or Lender, as the case may be, may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant or its designee Landlord's entire interest in and to the Net Award (including any Net Awardportion payable to Lender), all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. (a) If either (i) all of any either Related Premises shall be taken by a Taking or (iiii)(A) any substantial portion of any either Related Premises shall be taken by a Taking or (B) all or any substantial portion of any either Related Premises shall be totally damaged or destroyed by a Casualty and (1) as to such Casualty Tenant shall provide evidence satisfactory to Landlord and Lender that it shall be unable to rebuild such Related Premises by the beginning of the ninth (9th) calendar month following the date of such Casualty or (2) the Casualty was an earthquake or the insurer is insolvent so that proceeds (exclusive of the required deductible) sufficient to rebuild such Related Premises are not available and, in the case of a Casualtyany such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises for a period of not less than five (5) Lease YearsPremises, (any either one or all both of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “"Affected Premises” " and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “"Termination Event”"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “"Termination Notice”) in the form described in Paragraph 18(b") of the Tenant’s 's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant’s 's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety sixty (9060) days after the Fair Market Value Date date of the Termination Notice (the “"Termination Date”"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “"Rejection”) "), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination AmountLender, not later than thirty forty-five (3045) days following the Fair Market Value Datereceipt of the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises Property (collectively, “"Remaining Obligations”") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations; provided, however, the parties acknowledge that if the Lease is terminated pursuant to this Paragraph 18(c) the Tenant has no obligation to repair or restore any damage to the Leased Premises. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises automatically shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award Award; provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may shall terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth forty-fifth (30th45th) day following the Fair Market Value Datereceipt of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amountoffer. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages percentage set forth on Exhibit “"F” " for the Remaining Premises.
Appears in 1 contract
Termination Events. This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) If either in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ininety) all days in any continuous period of any Related Premises 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be taken by a Taking or absolved of all rights/obligations under this Agreement, save those that had
(iib) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period prior written notice of not less than five 30 (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30thirty) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.Seller;
(c) If Landlord in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall reject within 7 (seven) days of introduction of such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by change provide a written notice to Tenant (the Purchaser calling for a “Rejection”) which Rejection shall contain joint review of this Agreement. If the written consent of Lender Parties are unable to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, arrive at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate mutually agreed position with respect to the Affected Premises as provided abovesubject matter of review, Landlord shall not have received within a period of 30 (thirty) days from the full amount date of the Net Award payable by reason of above mentioned notice, the applicable Termination Event, then Seller shall have the date on which this Lease is right to terminate with respect the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.other Party without any obligation/liability whatsoever;
(d) Unless Tenant subject to Clause5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have received the right to terminate this Agreement after giving the Purchaser a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, due opportunity of being heard on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20.matter;
(e) In in the event of invocation of the termination Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffersinsolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Lease as Agreement not otherwise specified under this Clause 17.2or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the Affected Premises as hereinabove providedsatisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Lease shall remain Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in full force and effect as the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Remaining Premises; providedSeller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of clauses3.4 and 3.5.4of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(i) subject to Clause 15, in the event that the Basic Rent Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Remaining Premises Seller shall have the right to be paid after such termination terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall be the Basic Rent otherwise payable hereunder with respect entitled to terminate this Agreement for any reason whatsoever, by giving a prior written notice of 3 (three) months to the Leased Premises multiplied by a percentage equal Seller; and/ or
(l) pursuant to the sum of the percentages set forth on Exhibit “F” for the Remaining PremisesClause2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: E Fuel Supply Agreement
