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...
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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.
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Related to Kick-out

  • Check-Out The student must check out within 24 hours after the student’s last final exam of the Spring semester (Fall semester for those not enrolling for the Spring semester), or by noon on the last day of the semester per the SUNY ▇▇▇▇▇▇▇▇ Academic Calendar, whichever comes first. This will not extend the student’s agreement term beyond that set out above. The student is to vacate the space within 24 hours after withdrawal or dismissal from the College, unless specified differently by the ▇▇▇▇ of Student Development Services of the Executive Director. The student will be held liable for room charges beyond his/her last date of attendance. Failure to move out within the prescribed period may result in a $150 per day charge, eviction, disciplinary action, arrest, or any or all of the foregoing. In case of eviction, the SCCCDC will not be held responsible for student belongings and reserves the right to take possession of and discard such belongings, change all applicable locks, and charge the student for all necessary expenses. The student is expected to complete proper check out prior to leaving the assigned space, as outlined in the Guidebook. When one occupant in a room moves out while others remain, each is equally and jointly responsible for cleaning the room. If any of those spaces are found to be in unacceptable condition, cleaning services will be provided and all residents will be held liable for cleaning charges. The student must also complete and sign the Room Condition Report form and return all keys to the Office of Residence Life. If the student is departing prior to the end of the academic year, an Agreement Release form must be completed. Failure to comply with this process may result in additional charges.

  • NO STRIKE OR LOCK-OUT There shall be no strike or lock-out during the term of this Collective Agreement. The terms “strike” and “lock-out” shall be as defined in the Ontario Labour Relations Act.

  • NO STRIKE, NO LOCK-OUT 19.01 There will be no strike or lock-out during the term of this Agreement. The Employer has the exclusive right to determine what merchandise will be carried in its store, except that the Employer agrees that, in the event of a legal strike in the plant of a supplier, it will not handle merchandise from such plant, provided however, that merchandise that was on the premises of the Employer or in transit to the Employer's premises at the time such legal strike commenced, will be handled. In the event of strikes, lock-outs or similar problems involving suppliers of goods or service, the Employer and the Union agree to meet and discuss such situation as it involves the parties to this Agreement, to endeavor to solve such problems in the best interest of the Employer, the Union and the employees, to the best of the abilities of the parties.

  • Black-Out Period (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to Stifel and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and Stifel in the manner described above promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

  • STRIKES OR LOCK-OUTS During the term of this Collective Agreement the Union agrees that there shall be no strike and the Employer agrees that there shall be no lock-out. Subject to any Labour Relations Board (or any succeeding body) directives, if an employee employed under the terms of this Collective Agreement refuses in good conscience to cross a legal picket line, the employee shall be considered to be absent without pay, and it shall not be considered a violation of this Agreement nor shall it be grounds for disciplinary action.