Termination of Certain Obligations. The provisions of Sections 7.1 and 7.2 shall terminate and be of no further force and effect on the date on which the Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any registration covering the Registrable Securities (as defined in the Registration Rights Agreement) shall terminate.
Termination of Certain Obligations. 1. Following the adjudication of the first application for immigration benefits filed by a class member pursuant to paragraph II.I or II.J.9, DHS’s obligations under paragraphs II.K and II.L shall be complete and shall not apply to any future application for immigration benefits filed by that class member.
2. However, DHS agrees that its obligations under the remaining paragraphs of this Agreement (including those in paragraphs II.D–II.G) shall apply to all future applications for immigration benefits filed by class members.
Termination of Certain Obligations. The obligations of each Stockholder under Sections 2 and 3 will terminate on the expiration of an Option Exercise Period during which Parent has not exercised its Purchase Options, but, except for termination on that occurrence, will continue in accordance with its terms notwithstanding any termination of the Acquisition Agreement. The obligations of each Stockholder under Section 3 will, if they have not terminated earlier in accordance with the preceding sentence, terminate at 5:00 p.m., Denver, Colorado time, on March 17, 2003.
Termination of Certain Obligations. (a) Subject to Section 11.1(b), the transactions contemplated by this Agreement may be terminated and the transactions contemplated to occur at the Closing may be abandoned at any time prior to the Closing as follows:
(i) by mutual written consent of the Parties;
(ii) by either the Investor Parties, on the one hand, or the Company Parties, on the other hand, upon written notice to the other Parties, if there is no Success at the Auction on or before ***;
(iii) by either the Investor Parties, on the one hand, or the Company Parties, on the other hand, upon written notice to the other Parties, if there is no Success at the Auction on or before ***;
(iv) by the Investor, upon written notice to the Company, ***; except, that, this termination option can only be exercised on or before the fifth Business Day ***;
(v) by the Investor Parties, upon written notice to the Company Parties, if the Company Parties have failed to discharge and fulfill any of their covenants or agreements contained in this Agreement or any of their representations or warranties contained in this Agreement are not true or accurate, such that the condition to Closing set forth in Section 2.2(a), (b) and/or (c) would not be satisfied, and such failure or failure to be true and accurate is not curable or has not been cured within 30 days after such written notice has been given by the Investor Parties;
(vi) by the Company Parties, upon written notice to the Investor Parties, if the Investor Parties have failed to discharge and fulfill any of their covenants or agreements contained in their Agreement or any of their representations or warranties contained in this Agreement are not true and accurate such that the condition to Closing set forth in Section 2.3(a), (b) and/or (c) would not be satisfied, and such failure or failure to be true and accurate is not curable or has not been cured within 30 days after such written notice has been given by the Company Parties;
(viii) by either the Investor Parties, on the one hand, or the Company Parties, on the other hand, upon written notice to the other Parties, if any Governmental Authority having competent jurisdiction has issued an Order permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and that Order has become final, binding and non-appealable;
(ix) by either the Investor Parties, on the one hand, or the Company Parties, on the other hand, upon written notice to the other Parties, i...
Termination of Certain Obligations. Except as set forth on Section 7.13 of the Disclosure Schedule (the “Continuing Affiliate Agreements”), (x) prior to the Closing, each Seller shall, and shall cause the Company, Trillium UK and Trillium Germany and any applicable Subsidiary of the Company, Trillium UK or Trillium Germany to, terminate any Contracts between the Company, Trillium UK, Trillium Germany and/or any of their Subsidiaries, on the one hand, and any Seller or any Affiliate of Seller, on the other hand (the “Affiliate Agreements”), and (y) any amounts or obligations owing by the Company, Trillium UK or Trillium Germany or any of their Subsidiaries to any Seller or any Affiliate of any Seller (the “Affiliate Obligations”) shall be canceled at such time without any payment being made in respect thereof.
Termination of Certain Obligations. In the event that the Second Closing shall not have occurred on or prior to June 30, 2001, the obligations, covenants and agreements of the parties under (a) Sections 2.4, 2.5, 2.7 and 6.4 and (b) Article V and Article VIII, but only with respect to the Second Closing and any Shares, Companies and Conveyed Properties that are the subject of the Second Closing, shall terminate and no party hereto shall have any liability to any other party hereto or its Affiliates, directors, officers, shareholders, partners, attorneys, accountants, agents or employees in connection with the aforementioned obligations, covenants and agreements.
Termination of Certain Obligations. On or before the Closing Date, Seller shall terminate all Contracts other than: (a) Leases, (b) the Assumed Contracts; (c) the HAP Contract (d) the Local Housing Assistance Contract; and (e) the PILOT. Compliance With Property Indeptedness Document . From and after the Effective Date, Seller shall pay currently all amounts due and payable under and, without the prior written consent of Buyer, will not increase, refinance, amend or modify the terms of any indebtedness secured by the Property and will otherwise not commit or allow any failure, noncompliance or default under such indebtedness. Compliance With Other Requirements . From and after the Effective Date, Seller shall: (a) comply with all governmental requirements applicable to the Property, including without limitation, the HAP Contract, the 236 Agreement, and the Local Housing Assistance Contract; and (b) make or cause to be made deposits to and maintain balances of all reserves, including the accounts containing the Transferred Reserve Account Funds, in compliance with the requirements of all lenders of indebtedness secured by the Property, HUD, Local Assistance Provider and any other governmental authorities having jurisdiction over the Property and otherwise consistent with Seller’s past practices. In such regard, Seller and Buyer agree that Seller may, from time to time, from the Effective Date, until the Closing Date, make withdrawals from accounts containing the Transferred Reserve Account Funds, provided such withdrawals are in compliance with the requirements of all lenders of indebtedness secured by the Property, HUD, Local Assistance Provider and any other governmental authorities having jurisdiction over the Property and otherwise consistent with Seller’s past practices. Environmental and Other Notices . Between the Effective Date and the Closing Date, Seller shall: (a) comply with all environmental laws applicable to the Property; (b) not manufacture, release, discharge, treat or install any Hazardous Materials (as defined in Section 5.2(q)) on, in, under or from the Property; and (c) promptly deliver to Buyer copies of written notices received by Seller of releases of Hazardous Materials or actual or threatened condemnation of the Property, or any portion thereof, given Seller on behalf of any federal, state or local agency; Bulk Sales . Promptly after the expiration of the Approval Period, Seller shall give any and all notices to governmental agencies or authorities required under tho...
Termination of Certain Obligations. Reference is made to the Series E Preferred Stock Purchase Agreement by and among the Company and the investors listed on Exhibit A thereto, dated as of May 16, 2009 (the “Series E SPA”). Pursuant to Section 6.11 of the Series E SPA, the Company and DST (which holds all of the Class B Common Stock issuable upon conversion of the Stock, as defined in the Series E SPA) hereby terminate Section 6.18 (Assignment/Waiver of Right of First Refusal) of the Series E SPA.
Termination of Certain Obligations. The obligations of the Company pursuant to Sections 4.1, 4.5, 4.6, 4.10 and 4.11 shall terminate, with respect to each Purchaser, on the earlier of (i) the time that each Purchaser beneficially owns less than twenty percent (20%) of the Shares and Pre-Funded Warrants, if any, purchased by such Purchaser hereunder, net of Short Sales and any “derivative” securities acquired by such Purchaser (the “Minimum Ownership Amount”), and (ii) the date that is ninety (90) days after the date hereof. Upon reasonable request of the Company, each Purchaser shall provide to the Company a representation, which may be by e-mail, as to whether or not such Purchaser continues to own the Minimum Ownership Amount.
Termination of Certain Obligations. Unless otherwise notified by Parent in writing, prior to the Effective Time, the Company shall (a) take all actions necessary to terminate the employment of each Company Employee, effective as of immediately preceding the Effective Time, with the Company, the Company Subsidiaries and each of their respective Affiliates, including for purposes of all Company Benefit Plans, and (b) terminate and discharge all obligations of the Company and any Company Subsidiary with respect to each lease or other agreement set forth in Section 6.10 of the Company Disclosure Letter.
