Conditions to Termination Clause Samples

Conditions to Termination. As a condition to terminating the Transmedia Agreements, Network requires that, prior to the execution of this Agreement: (a) TMNE shall have delivered to Network evidence of the dissolution of La Carte, which resulted in the termination of the La Carte Sublicense. (b) TMNE and TMNA each shall have provided a complete and accurate list of all pending or threatened claims against it relating to its operation of the Business.

Conditions to Termination. The Parties hereby acknowledge and agree that a condition precedent to the termination of the Agreement shall be the closing of the Offering. If the closing of the Offering has not occurred on or prior to June 30, 2002, this Release and Termination Agreement shall be of no further force and effect.

Conditions to Termination. The termination of the SEPA at the Termination Effective Time shall be conditioned upon: (a) repayment in full in cash of the outstanding Pre-Paid Advance Obligation at the IPO closing, or such other agreed settlement (including any agreed share settlement) pursuant to Section 4.2; (b) issuance and delivery of the Termination Fee Shares to Yorkville as set forth in Section 5.2; and (c) execution and delivery of any customary termination documents, releases of liens (if any), and payoff documentation reasonably requested.

Conditions to Termination. Autonomix agrees to issue the Autonomix Warrant within 5 business days after the satisfaction of the following requirements: a. Autonomix closing a public offering of its common stock and the listing of Autonomix common stock on a national securities exchange (collectively, a “Qualified Offering”) prior to the one (1) year anniversary of the date hereof.

Conditions to Termination. If the County or its successor as Master Lessor under the Master Lease becomes the Sublessor under this Sublease due to a termination of the Master Lease, the provisions of this Section 11A.2 shall apply in lieu of the provisions of Section 11A.1, and Sublessor may exercise its right to terminate this Sublease pursuant to subsection 10.2.1 following an Uninsured Loss or pursuant to subsection 11.3.2 following a partial taking, if at the time of the election to terminate, all of the conditions set forth in subsections 11A.2.1 (a) – (c) are satisfied. This Section 11A.2 shall apply regardless of whether the partial taking or the casualty causing the Uninsured Loss occurred prior to, concurrently with or after the Master Lessor became the Sublessor hereunder.

Conditions to Termination. Lender shall, at Borrower’s expense, release or terminate any filings or other agreements that perfect Lender’s security interest in the Collateral, provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person with respect to any Indemnified Matters, upon Lender’s receipt of the following, each in form and content satisfactory to Lender: (a) cash payment in full and performance by Borrower of all Obligations; (b) evidence that the commitment of Lender to make Revolving Advances under the Facility or under any other facility with Borrower has been terminated; (c) a release of all claims against Lender by Borrower, each Guarantor and any other Person party to any Loan Document relating to Lender’s performance and obligations under the Loan Documents; and (d) an agreement by Borrower, each Guarantor, and any new lender to or purchaser of Borrower to indemnify Lender for any payments received by Lender that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason; provided that Lender may waive any such requirement in writing in its sole discretion.

Conditions to Termination. Upon termination of this Agreement, the Owner and Manager shall account to each other with respect to all matters outstanding as of the date of termination. All property of the Owner in possession of the Manager, including without limitation, books and records shall be delivered to the Owner upon termination of this Agreement. The Owner and Manager shall each have the right to set-off amounts owed by the other against amounts owed to the other. The Manager does hereby agree that any setoff rights that the Manager has against the Owner are subordinate to NOMURA's pursuant to the Managers Consent and Subordination Agreement.

Conditions to Termination. As a condition to the effectiveness of any such termination, Owner shall have (i) obtained not less than ninety (90) days prior to the effective date of any such termination either (A) a replacement Minimum Payment Guaranty (as defined in the Casino Operating Contract) and a release of HET and HOCI from any liability in connection with any Minimum Payment Guaranty previously provided by HET or HOCI and then in effect, or (B) an irrevocable letter of credit from a financial institution satisfactory to HET and HOCI for an amount not less than all contingent loss, cost, liability, expenses or claims against HET and HOCI with respect to any Minimum Payment Guaranty previously provided by HET or HOCI and then in effect, (ii) repaid to HET or HOCI any amounts paid to the State or Owner pursuant to any Minimum Payment Guaranty together with all interest due thereon, (iii) repay all amounts outstanding pursuant to any revolving line of credit provided by HET, HOCI or Manager to Owner within twelve (12) months after the effective date of any such termination, (iv) paid to HET or HOCI any deferred or unpaid fees due with respect to the Minimum Payment Guaranty, (v) repaid any other cash amount due and owing to HET, HOCI, Manager or their Affiliates, and (vi) satisfied all of Owner's obligations pursuant to Article 24.02.

Conditions to Termination. Administrative Agent shall, at Borrowers’ joint and several expense, release or terminate any filings or other agreements that perfect Administrative Agent’s security interest in the Collateral, provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person with respect to any Indemnified Matters, upon Administrative Agent’s receipt of the following, each in form and substance satisfactory to Administrative Agent: (a) cash payment in full and performance by each Borrower of all Obligations and (b) an agreement by each Borrower and each Guarantor to indemnify Administrative Agent and Lenders for any payments received by Administrative Agent that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason; provided that Administrative Agent may waive any such requirement in writing in its sole discretion.