or otherwise Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Xxxxx'x or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.
Options or Other Rights There is no outstanding right, subscription, warrant, call, unsatisfied preemptive right, option or other agreement of any kind to purchase or otherwise to receive from the Company or any Seller any of the outstanding, authorized but unissued, unauthorized or treasury shares of the capital stock or any other security of the Company, and there is no outstanding security of any kind convertible into such capital stock.
Warranty or Other Claims There are no existing or threatened product ------------------------ liability, warranty or other similar claims, or any facts upon which a material claim of such nature could be based, against either Company or any of its Subsidiaries for products or services which are defective or fail to meet any product or service warranties except as disclosed in Schedule 2.22 hereto. No ------------- claim has been asserted against either Company or any of its Subsidiaries for renegotiation or price redetermination of any business transaction, and there are no facts upon which any such claim could be based.
No Employment or Other Rights The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.
Fire or Other Casualty (a) Subject to the terms and conditions of any mortgage having priority over this Lease, if the Building and Premises are damaged by fire or any other cause to such extent that the same cannot be restored, as reasonably estimated by Xxxxxxxx, within one hundred fifty (150) days after the date of such damage or destruction, then Landlord shall, no later than the sixtieth (60th) day following the damage, give Tenant notice of Landlord’s election either to (a) restore the Building and Premises (including the Landlord’s Work, but expressly excluding the Upgraded Work), or (b) terminate this Lease. In the event Landlord elects to terminate this Lease, the Lease shall terminate on the earlier of the date of such notice or the date upon which Xxxxxx surrenders possession of the Premises. In such event, the Rent and other charges due hereunder shall be apportioned as of the day following the casualty, and any Rent paid for any period beyond said date shall be repaid to Tenant. If the time of restoration as estimated by Landlord shall be less than one hundred fifty (150) days, or if Landlord does not elect to terminate this Lease, as hereinabove provided, Landlord shall restore the Building and the Premises (including the Landlord’s Work, but expressly excluding the Upgraded Work) within said one hundred fifty (150) day period, subject to Force Majeure and delays in making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as herein provided. Tenant shall, in such event, restore fixtures and improvements (including without limitation, the Upgraded Work) made by or for Tenant to the condition required by Tenant for its operations in the Premises. In the event the Building and Premises are damaged by fire or any other cause to such extent that the same cannot be restored, as reasonably estimated by Landlord, within one hundred fifty (150) days after the date of such damage or destruction, then Tenant may, provided that the such casualty was not caused by the willful misconduct or negligence of Tenant, its agents or employees, terminate this Lease and Tenant shall vacate the Premises and surrender the same to Landlord and Tenant’s liability for Rent shall cease as of the day following the casualty. If this Lease is not terminated in accordance with this Section 20, and Xxxxxxxx fails to restore the Premises and the Building such that Tenant can use and occupy the Premises for its intended purposes within one hundred eighty (180) days following such casualty event, Tenant shall have the right to terminate this Lease at any time prior to Landlord’s completion of such restoration.
No Unlawful Contributions or Other Payments Neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus.
