Termination of Trust Agreement (a) This Trust Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) the payment to the Servicer, the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and this Trust Agreement and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not operate to terminate this Trust Agreement or the Trust, entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, stating (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Certificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall, at the written direction and expense of the Depositor, cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.
Estoppel Certificate or Subordination Agreement Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 days after a second notice requesting such document.
Termination of Lease (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.
Termination of Covenants The covenants set forth in this Section 5, except for Subsections 5.6, 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, whichever event occurs first.
Termination of Rights as Holder If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.
Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.
Termination of Trust Section 9.01
Termination of Master Lease If the Sublessor terminates their tenancy in the Premises under the Master Lease, the Sublessee agrees that if the Master Lease is terminated for any reason, this Agreement will terminate as of the same date.
Transfer of rights and obligations The Contract between You and us is binding on You and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract. For the avoidance of doubt, any such transfer, assignment, charge or other disposition will not affect your statutory rights as a consumer or cancel, reduce or otherwise limit any warranty or guarantee which may have been provided by us to You, whether express or implied.
Rights and Obligations on Termination In the event of termination of this Agreement pursuant to any part of paragraph 18.1 above, the parties shall have the following rights and obligations:
