Termination of Certain Obligations. The provisions of Sections 7.1 and 7.2 shall terminate and be of no further force and effect on the date on which the Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any registration covering the Registrable Securities (as defined in the Registration Rights Agreement) shall terminate.
Termination of Certain Obligations. The obligations of each Stockholder under Sections 2 and 3 will terminate on the expiration of an Option Exercise Period during which Parent has not exercised its Purchase Options, but, except for termination on that occurrence, will continue in accordance with its terms notwithstanding any termination of the Acquisition Agreement. The obligations of each Stockholder under Section 3 will, if they have not terminated earlier in accordance with the preceding sentence, terminate at 5:00 p.m., Denver, Colorado time, on March 17, 2003.
Termination of Certain Obligations. The obligations of the Company pursuant to Sections 4.1, 4.5, 4.6, 4.10 and 4.11 shall terminate, with respect to each Purchaser, on the earlier of (i) the time that each Purchaser beneficially owns less than twenty percent (20%) of the Shares and Pre-Funded Warrants, if any, purchased by such Purchaser hereunder, net of Short Sales and any “derivative” securities acquired by such Purchaser (the “Minimum Ownership Amount”), and (ii) the date that is ninety (90) days after the date hereof. Upon reasonable request of the Company, each Purchaser shall provide to the Company a representation, which may be by e-mail, as to whether or not such Purchaser continues to own the Minimum Ownership Amount.
Termination of Certain Obligations. Unless otherwise notified by Parent in writing, prior to the Effective Time, the Company shall take all actions necessary to terminate all Company Benefit Plans intended to qualify under Section 401(a) of the Code that include a cash or deferred arrangement intended to satisfy the provisions of Section 401(k) of the Code (the “Company 401(k) Plans”), in each case effective immediately prior to the Closing. If a Company 401(k) Plan is terminated, the Company shall provide Parent with evidence of such termination pursuant to resolutions of the Company Board (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Closing Date. In the event of any such termination, Parent shall cause each Company Employee who is eligible to participate in the Company 401(k) Plans and following the Closing continues as an employee of the Surviving Entity or becomes an employee of Parent’s advisor, AR Capital, LLC ( “Advisor”) (collectively, the “Continuing Employees”) to be eligible to participate as of the date immediately following the Closing Date in a plan of the Parent or one of its Affiliates or of Advisor, as applicable, intended to qualify under Section 401(a) of the Code that includes a cash or deferred arrangement intended to satisfy the provisions of Section 401(k) of the Code (a “Continuing 401(k) Plan”) and the Continuing Employees’ service with the Company and any predecessor shall be recognized for eligibility and vesting purposes under the applicable Continuing 401(k) Plan to the same extent as recognized under the Company 401(k) Plans solely to the extent such recognition of service for eligibility or vesting does not have a negative impact on the applicable Continuing 401(k) Plan’s tax qualified status. Further, in the event of any such termination, Parent shall use commercially reasonable efforts to cause the applicable Continuing 401(k) Plan to accept direct rollovers from a Company 401(k) Plan with respect to accounts of the applicable Continuing Employees, which rollover may consist of cash, a promissory note (as described below) or any combination thereof from such Company 401(k) Plan. The Company shall ensure that the Company 401(k) Plans do not permit any new loans on or after the termination date and do not place any then existing loans of any Continuing Employees under the Company 401(k) Plans in default solely by reason of the termination of such plan so long as such partici...
Termination of Certain Obligations. (a) Subject to Section 11.1(b), the transactions contemplated by this Agreement may be terminated and the transactions contemplated to occur at the Closing may be abandoned at any time prior to the Closing as follows:
Termination of Certain Obligations. In the event that the Second Closing shall not have occurred on or prior to June 30, 2001, the obligations, covenants and agreements of the parties under (a) Sections 2.4, 2.5, 2.7 and 6.4 and (b) Article V and Article VIII, but only with respect to the Second Closing and any Shares, Companies and Conveyed Properties that are the subject of the Second Closing, shall terminate and no party hereto shall have any liability to any other party hereto or its Affiliates, directors, officers, shareholders, partners, attorneys, accountants, agents or employees in connection with the aforementioned obligations, covenants and agreements.
Termination of Certain Obligations. On or before the Closing Date, Seller shall terminate all Contracts other than: (a) Leases, (b) the Assumed Contracts; (c) the HAP Contract (d) the Local Housing Assistance Contract; and (e) the PILOT. Compliance With Property Indeptedness Document . From and after the Effective Date, Seller shall pay currently all amounts due and payable under and, without the prior written consent of Buyer, will not increase, refinance, amend or modify the terms of any indebtedness secured by the Property and will otherwise not commit or allow any failure, noncompliance or default under such indebtedness. Compliance With Other Requirements . From and after the Effective Date, Seller shall: (a) comply with all governmental requirements applicable to the Property, including without limitation, the HAP Contract, the 236 Agreement, and the Local Housing Assistance Contract; and (b) make or cause to be made deposits to and maintain balances of all reserves, including the accounts containing the Transferred Reserve Account Funds, in compliance with the requirements of all lenders of indebtedness secured by the Property, HUD, Local Assistance Provider and any other governmental authorities having jurisdiction over the Property and otherwise consistent with Seller’s past practices. In such regard, Seller and Buyer agree that Seller may, from time to time, from the Effective Date, until the Closing Date, make withdrawals from accounts containing the Transferred Reserve Account Funds, provided such withdrawals are in compliance with the requirements of all lenders of indebtedness secured by the Property, HUD, Local Assistance Provider and any other governmental authorities having jurisdiction over the Property and otherwise consistent with Seller’s past practices. Environmental and Other Notices . Between the Effective Date and the Closing Date, Seller shall: (a) comply with all environmental laws applicable to the Property; (b) not manufacture, release, discharge, treat or install any Hazardous Materials (as defined in Section 5.2(q)) on, in, under or from the Property; and (c) promptly deliver to Buyer copies of written notices received by Seller of releases of Hazardous Materials or actual or threatened condemnation of the Property, or any portion thereof, given Seller on behalf of any federal, state or local agency; Bulk Sales . Promptly after the expiration of the Approval Period, Seller shall give any and all notices to governmental agencies or authorities required under tho...
Termination of Certain Obligations. Unless otherwise notified by Parent in writing, prior to the Effective Time, the Company shall (a) take all actions necessary to terminate the employment of each Company Employee, effective as of immediately preceding the Effective Time, with the Company, the Company Subsidiaries and each of their respective Affiliates, including for purposes of all Company Benefit Plans, and (b) terminate and discharge all obligations of the Company and any Company Subsidiary with respect to each lease or other agreement set forth in Section 6.10 of the Company Disclosure Letter.
Termination of Certain Obligations. 1. Following the adjudication of the first application for immigration benefits filed by a class member pursuant to paragraph II.I or II.J.9, DHS’s obligations under paragraphs II.K and II.L shall be complete and shall not apply to any future application for immigration benefits filed by that class member.
Termination of Certain Obligations. Company’s obligations under paragraph 3 and paragraph 6 will immediately terminate upon the earliest of: (a) the Xxxx Xxx Group no longer beneficially owning shares of Company’s common stock (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least three percent of Company’s then-outstanding common stock; (b) any Restricted Person (as defined below) breaching this Agreement and such breach is not cured (if capable of being cured) within 15 days after receipt by Xxxx Xxx from Company of written notice specifying the breach; or (c) the submission by any Restricted Person of any director nominations in connection with any meeting of Company’s stockholders.
