Termination Covenants definition

Termination Covenants means the following covenants made by the Lessee to the Lessor as a condition to the sale of the Project pursuant to Section 12 hereof: on the date of such sale (a) no Event of Loss, Taking, Event of Default, Potential Default or Termination Event shall have occurred and be continuing; (b) the Project shall not be undergoing any repairs, additions or alterations that could reasonably be expected to diminish the fair market value, utility or remaining economic useful life which the Project would have had at such time had such repair, addition or alteration not been undergoing (assuming the Project is in the condition required hereby); (c) the Project shall be in compliance with all Legal Requirements; (d) the Lessee shall, at its expense, deliver to the Lessor a Phase I environmental audit satisfactory in scope and content to the Lessor and Assignee (in each case in their reasonable discretion), to the effect that (i) no Environmental Matters exist with respect to the Project or the Premises as a result of the construction, operation and maintenance of the Project and (ii) the Project may be operated to its design capacity as of the Effective Date, subject to wear and tear attributable to ordinary use of the Project, in accordance with the Project Contracts and in compliance with Environmental Requirements; (e) the Lessee shall, at its expense, deliver to the Lessor and Assignee a report of a nationally recognized engineering firm reasonably satisfactory to the Lessor and Assignee, to the effect that the Project (i) has been maintained in accordance with the terms and conditions of Section 9 of this Lease and (ii) is capable of being operated and maintained in accordance with (1) the design specifications required by the EPC Contract as of the Effective Date, subject to wear and tear attributable to ordinary use of the Project, (2) the performance standards required under the EPC Contract as of the Effective Date (as modified or deemed modified to reflect any reduction in performance as a result of the payment of liquidated damages, according to the procedures set forth in the EPC Contract), subject to wear and tear attributable to ordinary use of the Project, (3) all Legal Requirements and (4) prudent industry practices; and (f) all Governmental Actions required for the operation of the Project shall have been obtained and shall be in full force and effect.
Sample 1
Termination Covenants shall survive the Termination Date and be effective for the periods described therein and are hereby incorporated by reference into this Agreement.
Sample 1
Termination Covenants means the following covenants made by the Lessee to the Lessor as a condition to the sale of the Facility or any other Parcel of Property or Unit of Equipment pursuant to Section 12 hereof: on the date of such sale (a) no Event of Default, Potential Default, Event of Loss or Event of Lease Termination shall have occurred and be continuing and the Lessee shall have delivered to the Lessor and the Related Assignee a certificate of a Responsible Officer to such effect, (b) the Facility, the Additional Property or such Parcel or Unit shall not be undergoing any repairs, additions or alterations that could reasonably be expected to diminish (by more than a de minimus amount) the fair market value, utility or remaining economic useful life which the Facility, the Additional Property or such Parcel or Unit would have had at such time had such repair, addition or alteration not been undergoing (assuming the Facility, the Additional Property or such Parcel or Unit is in the condition required hereby), (c) the Facility, the Additional Property or such Parcel or Unit shall be in compliance with all Legal Requirements, (d) the Lessee shall, at its expense, deliver to the Lessor an Environmental Report prepared by the Environmental Consultant satisfactory in scope and content to the Lessor and the Related Assignee in their reasonable discretion, to the effect that (i) no Environmental Matters exist with respect to the Facility, the Additional Property or such Parcel or Unit as a result of the construction, operation and maintenance of the Facility, the Additional Property or such Parcel or Unit and (ii) the Facility, the Additional Property or such Parcel or Unit may be commercially operated in compliance with Environmental Requirements and (e) the Lessee shall deliver to the Lessor and the Related Assignee a report of an independent engineer reasonably satisfactory to the Lessor and the Related Assignee, to the effect that (i) the Facility or such Parcel or Unit has been maintained in all material respects in accordance with the terms and conditions of Section 9 of this Lease, (ii) the Facility or such Parcel or Unit is capable of being operated in accordance with (A) the Capacity of the Facility or such Unit, as the case may be, taking into account ordinary wear and tear resulting from the operation of the Facility or such Unit, (B) Prudent Utility Practice and (C) all applicable Environmental Requirements, and (iii) the proposed sale of such other Parcel or Unit wil...
Sample 1

Examples of Termination Covenants in a sentence

  • In the event the Lessee is unable to satisfy the Termination Covenants, the Lessee shall not terminate this Lease pursuant to this paragraph (a) unless the Lessee has obtained the prior written consent of the Lessor and Assignee to such termination of this Lease and the sale of the Project.

  • Termination Covenants in his Employment Agreement of December 1, 1995.

  • We can call this lesser variety of normativity descriptive correctness.It does not matter for our purposes whether descriptive correctness is “real” normativity, whatever that might mean.

  • The following are not Securities:Commodities, futures and options traded on a commodities exchange, including currency futures, except that (i) options on any group or index of Securities and (ii) futures on any group or narrow-based index of Securities are Securities.

  • For clarity, where as a result of the Development of a terminated Licensed Product under this Agreement, a product (other than a Licensed Product) incorporating one or more Other Components Controlled by GSK or its Affiliates has a label that provides for its use in a Co-Administration Therapy together with the EOS-448 Sole Active Product, GSK and its Affiliates Exploiting such product incorporating such Other Components is not a breach of this Section 13.2.5 (Termination Covenants).

  • The termination of the Executive for "cause" shall entitle the Bank to enforcement of the Post Termination Covenants as found in Paragraph 6 of this Agreement.

Related to Termination Covenants

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of:

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Forbearance Termination Date means the earlier to occur of (i) the Termination Date and (ii) a Termination Event.

  • Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.

  • Restrictive Covenant Agreements is defined in the Recitals.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Post-Termination Period means a period of 12 months (subject to extension as set forth in Section 8(f)) following the effective date of the termination of Executive’s employment.

  • Covenants means the covenants set forth in Section 4 of this Agreement. To acknowledge your agreement to and acceptance of the terms and conditions of this Agreement, please sign below in the space provided within five (5) days of the date of this Agreement and return a signed copy to my attention. If the Agreement is not signed and returned within (5) days, the terms and conditions of this Agreement will be deemed withdrawn. Sincerely, MEDQUIST INC. By: Xxxxx X. Xxxxxxx President Accepted and Agreed:

  • Termination Assistance Period means the period commencing upon the expiration or termination of this Agreement and each Statement of Work and expiring six (6) months thereafter, as such period may be extended by the Parties.

  • Additional Covenant means any covenant in respect of the financial condition or financial position of the Company, including, but not limited to, covenants that specify or require the maintenance of certain financial ratios applicable to the Company, and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).

  • Termination Right have the respective meanings given in the PRA Contractual Stay Rules.

  • Termination Assistance means the activities to be performed by the Supplier pursuant to the Exit Plan, and any other assistance required by the Customer pursuant to the Termination Assistance Notice;

  • Termination of Services means Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

  • Termination With Cause means the termination of the Executive’s employment by act of the Board for any of the following reasons:

  • Standstill Termination Date means the earlier of (i) 90 days after the Board Designation Termination Date and (ii) the later of (A) the first anniversary of the date of this Agreement and (B) 90 days after the date on which all Purchaser Designated Directors have resigned or been removed from the Board and the Purchaser has permanently waived and renounced its Board designation rights under Section 1.

  • Termination for Cause" shall mean termination of the Executive's employment because of:

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Termination Charges means any compensatory charges payable by the Customer to BT on termination of this Agreement in whole or in part or a Service as set out in a Schedule or Order. “Transaction Taxes” mean VAT, GST, sales, consumption, use or other similar taxes, customs duties, excise taxes, and regulatory and other fees or surcharges relating to the provision of a Service. “UK GDPR” means the GDPR as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended), as amended or replaced. “User” means any person who is permitted by the Customer to use or access a Service.

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.

  • Termination Benefit means the benefit set forth in Article 7.