Kick-out Sample Clauses
A Kick-out clause allows one party to terminate or modify an agreement under specific conditions, often when a better opportunity arises or certain criteria are met. In practice, this clause is commonly used in real estate or business contracts, where a seller may continue to market a property even after accepting an offer, and can "kick out" the initial buyer if a more favorable offer is received, provided the first buyer cannot match the new terms within a set timeframe. The core function of a Kick-out clause is to provide flexibility and protect the interests of the party seeking better terms, while also encouraging prompt decision-making from the other party.
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Kick-out. 1.5.1. Notwithstanding anything contained herein, if Tenant fails to achieve annual Gross Sales from the Premises of at least Three Million Dollars ($3,000,000) (the "SALES THRESHOLD") during the third (3rd) full Lease Year, Tenant shall have the one-time right to terminate this Lease upon ninety (90) days prior written notice to Landlord. To be effective, such right must be exercised by Tenant within ninety (90) days following the end of the third (3rd) full Lease Year. Such termination right shall lapse and be of no farther force and effect if notice of termination is not served in a timely manner. Such notice of termination shall be accompanied by evidence, satisfactory to Landlord of the amount of Gross Sales for the third (3rd) full Lease Year. If for any reason Tenant is not open for business 365 days during such third (3rd) full Lease Year, then the Sales Threshold shall be prorated for the number of days Tenant is actually open for business during such time. If Tenant elects to terminate the Lease pursuant to this Subsection 1.5.1, Tenant shall remain open and operating in accordance with the terms and provisions of this Lease until the date that is ninety (90) days from the date Landlord receives Tenant's notice. On or before such date of termination, Tenant shall reimburse Landlord for the unamortized portion of the Tenant Improvement Allowance (amortized on a straight-line basis over eleven (11) years).
1.5.2. Notwithstanding anything contained herein, if Tenant fails to achieve the Sales Threshold during the third (3rd) full Lease Year, Landlord shall have the one-time right to terminate this Lease upon at least one hundred twenty (120) days prior written notice to Tenant. To be effective, such right must be exercised by Landlord within one hundred twenty (120) days following the end of the third (3rd) full Lease Year. Such termination right shall lapse and be of no further force and effect if notice of termination is not served in a timely manner. If for any reason Tenant is not open for business 365 days during such third (3rd) full Lease Year, then the Sales Threshold shall be prorated for the number of days Tenant is actually open for business during such time. If Landlord elects to terminate the Lease pursuant to this Subsection 1.5.2, Tenant shall remain open and operating in accordance with the terms and provisions of this Lease until the date that is specified in Landlord's notice to Tenant, which date shall not be earlier than one hund...
Kick-out. Buyer and Buyer Related Parties jointly and severally agree to pay to the Escrow Agent, as of the Kick Out Time (as defined hereafter), an amount equal to the estimated rent liability for the term from the Kick Out Time through the expiration of a lease (based on the then current base rent and additional rent) for each Non-Assigned Lease and each Lease under which Finish Line has provided a guaranty for the period after Closing and which guaranty has not been released, with respect to which (i) Buyer does not exercise its early termination option within the time frame permitted under the terms of such Lease (the “Kick Out Time”) or (ii) which Seller and the Finish Line has not been unconditionally released from liability to the Landlord. The Kick Out Time will be determined as of the latest date the Leases can be terminated (for the earliest kickout period, if applicable), without respect to the store’s actual sales, it being the intention of the Parties that the Kick Out Time will be deemed to have occurred even if (as a result of actual stores sales being greater than any kick out thresholds or otherwise) the Buyer is not permitted to terminate under the terms of the Lease. Seller and Finish Line agree to direct the Escrow Agent to release any amounts under this Section 6.8 with respect to which Seller and Finish Line are released from any guaranty and continuing Liability by the landlord as of the date of said release.