DROP DATE Clause Samples

DROP DATE. Notwithstanding the present effectiveness of this Agreement or any other provision in this Agreement to the contrary, this Agreement shall automatically terminate on December 31, 2015 (the “Drop Date”), without further action of either Party if the Conditions Precedent set forth in Section 1(c) of the Lease, have not been satisfied by the Company or waived by the City on or before the Drop Date in the manner provided in the Lease. Following such termination, the parties hereto shall have no further rights or obligations to one another except for the provisions of this Agreement that by their respective terms survive termination or expiration of the Lease or this Agreement. The Company acknowledges and agrees that it shall not request, and the City is under no obligation to consider, any extension of the Drop Date. This Agreement shall continue in full force and effect beyond the Drop Date if, and only if, each condition precedent set forth in Section 1(c)(1)-(4) of the Lease (each a "Condition Precedent" and collectively, the "Conditions Precedent") has been satisfied by the Company, or waived by the City in its sole discretion, on or before the Drop Date. If each of the Conditions Precedent have not been satisfied by the Company or waived by the City on or before the Drop Date, this Agreement and the Amended and Restated Transaction Documents shall automatically terminate and all rights and obligations of the parties hereunder and thereunder shall be deemed to have expired and terminated without further action by either party, and no provision of this Agreement and the Amended and Restated Transaction Documents shall be of any further force or effect, except for any provisions that by their explicit terms survive termination or expiration of this Agreement and/or the Amended and Restated Transaction Documents. Upon such termination, if any, the Company will execute and deliver to the City an acknowledgment that, for all purposes, this Agreement has terminated, and agrees to execute any other documents reasonably requested by the City to confirm such termination. Such acknowledgment shall be an exclusive obligation of the Company, but is not a condition precedent to the automatic termination of this Agreement. Upon fulfillment, if any, of all of the Conditions Precedent, the City will promptly execute and deliver to the Company, with a copy to the Company Mortgagee, an acknowledgment that, for all purposes, this Agreement shall remain effective subject to ...