Termination Contract Clauses (20,323)

Termination. This Guaranty shall not terminate until such time, if any, as (i) all Obligations shall be finally and irrevocably paid in full in cash, (ii) no Notes shall remain outstanding, (iii) all commitments to lend under the Purchase Agreements shall have terminated and (iv) there shall exist no other outstanding payment or reimbursement obligations (other than contingent indemnification obligations for which no claims shall have been asserted) of the Borrower or the Guarantors to the Agent under any of... the Transaction Documents. Thereafter, but subject to the following, Agent, on its behalf and as agent for Purchasers, shall take such action and execute such documents as the Guarantors may request (and at the Guarantors' cost and expense) in order to evidence the termination of this Guaranty. Payment of all of the Obligations owing from time to time shall not operate as a discontinuance of this Guaranty. Each Guarantor further agrees that, to the extent that any Company makes a payment or payments to Purchasers or Agent on the Obligations, or Purchasers or Agent receive any proceeds of collateral securing the Obligations or any other payments with respect to the Obligations, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to any Company, its estate, trustee, receiver, debtor in possession or any other person or entity, including, without limitation, the Guarantors, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred, and this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by any Purchaser or Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to any Purchaser's or Agent's rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable. 8 9. Guaranty of Performance. Each Guarantor also guarantees the full, prompt and unconditional performance of all obligations and agreements of every kind owed or hereafter to be owed by the Companies and the Guarantors to Purchasers and Agent under the Purchase Agreements, the Notes, and the other Transaction Documents. Every provision for the benefit of Purchasers and Agent contained in this Guaranty shall apply to the guaranty of performance given in this paragraph. View More

Termination. 10.1 Termination of Agreement. This Agreement shall terminate and shall have no further force or effect upon the Expiration Date. 10.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 10.1, this Agreement shall become void and of no effect with no liability on the part of any party hereto; provided, however, no such termination shall relieve any party hereto from any liability for any willful breach of this Agreement occurring prior to such termination.

Termination. This Agreement may be terminated at any time prior to the Closing Date by mutual written consent of the Buyer and the Seller. In the event of a termination of this Agreement pursuant to this Section, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers, stockholders or members except that nothing herein shall relieve any party from liability for any breach hereof occurring prior to termination. Al...l fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Seller Acquisition is consummated. 10.2 Events of Default. For purposes of this Agreement, an "Event of Default" shall be additionally construed to mean the occurrence of one or more of the following events of Breach by any Party after the date hereof that remains uncured SIXTY (60) days following written notice of default (each, a "Default Notice") to the breaching Party(ies) ("Breaching Party" or "Breaching Parties") from any one or more non-breaching Party(ies) ("Non-Breaching Party" or "Non-Breaching Parties"): 10.2.1 Payment Default. If any Breaching Party shall, for any reason, fail to comply with any payment obligations as and when due; 10.2.2 Representations. If any representation or warranty made by or on behalf of any Breaching Party, whether contained in this Agreement, or in any other Transaction Document with one or more of the Non-Breaching Parties, and which the Non-Breaching Party(ies) asserting Breach has (or have) proven to have been false or incorrect in any material respect when made; 10.2.3 Voluntary Insolvency Proceedings. If Buyer shall (i) apply for or consent to or acquiesce in the appointment of or the taking of possession by a receiver, liquidator, custodian or trustee of itself or of all or any part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the bankruptcy laws of the United States of America (as now or hereafter in effect) or any similar foreign law, (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, or (vi) take any action for the purpose of effecting any of the foregoing; 20 10.2.4 Involuntary Insolvency Proceedings. A proceeding or case shall be commenced, without the application or consent of Buyer in any court of competent jurisdiction, seeking (i) liquidation, reorganization, dissolution, winding-up or composition or adjustment of debts of Buyer, (ii) the appointment of a trustee, receiver, liquidator, custodian or the like of Buyer, or of all or any part of any of their assets, (iii) similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed, for a period of forty five (45) days; or (iv) any order for relief against Buyer or Seller, shall be entered in an involuntary case under bankruptcy laws of the United States of America, or any similar foreign law, and shall continue undismissed for a period of forty five (45) days; 10.2.5 Judgments and Tax Liens. If one or more judgments, attachments, or tax liens exceeding $100,000 in the aggregate are entered against Buyer, or against Buyer's property, and remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days, or enforcement proceedings are commenced with respect to any judgment, attachment, or tax lien against Buyer; 10.2.6 Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring Buyer to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal, or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or, 10.2.7 Cross Default. The occurrence of any default or Event of Default by Buyer, Seller and/or Principal under any Transaction Document. View More

Termination. Employee agrees to bring any claims that he/she may have against the Company within three hundred (300) days of the day that Employee knew, or should have known, of the facts giving rise to the cause of action and waives any longer, but not shorter, statutory or other limitations periods. This includes, but is not limited to, the initial filing of a charge with the Equal Employment Opportunity Commission and/or state equivalent civil rights agency. However, Employee understands that he/she will ...thereafter have the right to pursue any federal claim in the manner prescribed in any right to sue letter that is issued by an agency. View More

Termination. 5.2 Termination by Company For Cause. 5.3 Termination by Company Without Cause. 5.4 Resignation by Executive.

Termination. This Agreement shall automatically terminate and be of no further force and effect in the event that the conditions in paragraph 1(b) of this Agreement have not been satisfied on or prior to January 17, 2018.

Termination. This Agreement may be terminated by either party upon thirty (30) days' written notice, in total or only with respect to any Property, provided that termination will not affect any rights or obligations accrued to either party prior to termination (subject to any offsetting claims for damages), including, but not limited to payment of property management fees earned to the date of termination. If this Agreement is terminated, then only management fees with respect to any Properties that are subj...ect to such termination and that have accrued prior to the termination date will be due to Manager. Notwithstanding anything to the contrary contained in this Agreement, if either Owner or Manager defaults in performing any of its obligations under this Agreement, or if there is any default by either Owner or Leasing Manager under the Master Services Agreement, then the other party may terminate this Agreement effective upon delivery of notice of default. The indemnification obligations of the parties survive the expiration or termination of this Agreement. Manager's obligations under this Agreement for physical property management may, at Owner's election, terminate as to any particular Property upon its sale, provided that Manager's obligations for the performance of accounting and other so-called "back office functions" shall terminate only at such time as a final tax return with respect to the applicable Property has been prepared and filed and such customary and ordinary information related to the Property or Properties has been provided to Owner. Manager shall cooperate subsequent to any termination of this Agreement as to a particular Property to provide final property reconciliations and other reports as reasonably requested by Owner, with the cost of services provided by Manager to be reimbursed by Owner through the final date of service. View More

Termination. This Agreement may be terminated at any time prior to or, at Closing, by: (a) The mutual agreement of the parties; (b) Any party if: 23 (i) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished; (ii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement; or (iii) by March 31, 2018, the Closing conditions are not satisfied. 8.2 Effect of Termination. ...In the event of termination of this Agreement pursuant to Section 8.2, this Agreement shall become void, there shall be no liability under this Agreement on the part of Grasshopper, the Shareholders or IndeLiving or any of their respective officers or directors, and all rights and obligations of each party hereto shall cease, other than as specifically set forth to the contrary herein. View More

Termination. 7.01Grounds for Termination. 7.02Cause Defined. 7.03Good Reason Defined. 7.04Surrender of Records and Property. 7.05Payments Upon Termination. 7.06Termination in Connection with a Change in Control. 7.07Mitigation. 7.08Termination of Offices Held.

Termination. The Option shall terminate upon termination of the Participant's employment with the Company and the Affiliates for any reason, and no Shares may thereafter be purchased under the Option except as provided below. Notwithstanding anything contained in this Agreement, the Option shall not be exercised after the Expiration Date. (a) Termination by Company or Affiliate without Cause or by Participant. If such termination of the Participant's employment is by the Company or an Affiliate without Cause... or by the Participant other than under circumstances described in paragraph (b), (c), (d), or (e) of this section 4, the Option, to the extent exercisable as of the date of such termination, shall thereafter be exercisable for a period of three months from the date of such termination. (b) Death and Disability. If such termination of the Participant's employment is due to the Participant's death (regardless whether Participant has accepted the Grant) or Disability, the Option, and 100% of the Shares subject to the Option, shall thereafter be exercisable until the earlier to occur of (1) the first anniversary of the date of such termination or (2) the Expiration Date. 5 (c) Retirement. If the Participant leaves the employment of the Company and the Affiliates by reason of Retirement: (i) after attaining age 60, any Options granted to the Participant pursuant to the Grant Notice, to the extent vested and exercisable at such Retirement date, shall thereafter be exercisable for all or any portion of the full number of Shares available for purchase under the Option until the earlier to occur of (A) the third anniversary of the date of such Retirement or (B) the Expiration Date and (ii) after attaining age 55 and a certain combination of age and Years of Service as set forth in the Matrix in Exhibit "A" attached hereto (A) to the extent vested and exercisable at such Retirement date, shall thereafter be exercisable, (B) to the extent not previously vested may continue to vest in a specified percentage of such unvested shares as set forth in Exhibit "A" for the combination of age and Years of Service attained by such Participant as of his or her Retirement under the Matrix set forth in Exhibit "A" following the Participant's termination of employment by reason of Retirement as if the Participant remained in the employ of the Company or the Affiliate ("Continued Vesting Period"), and (C) to the extent vested and exercisable on or after such Retirement date under (ii)(A) or (ii)(B), shall thereafter be exercisable and available for purchase until the Expiration Date of such Option; provided, in each case, that such Participant shall be entitled to continue exercising or continue vesting only if such Participant satisfies the Retirement conditions set forth in section 5 below (except in the case of death). (d) Termination for Cause. If the Participant's employment is terminated by the Company or an Affiliate for Cause, as defined in Section 11.2 of the Plan, then the portion of the Option that has not been exercised shall immediately terminate. (e) Change of Control. In the event of a Participant's Involuntary Termination or Voluntary Termination with Cause occurring on or after a Change of Control of the Company which occurs during the Vesting Period (or during the continued vesting period, if any, under section 4(c) above), the Participant shall become 100% fully vested in the unvested Options granted to the Participant pursuant to the Grant Notice as of the date of his Involuntary Termination or Voluntary Termination with Cause (or if accelerated vesting is due to the application of the continued vesting period under section 4(c) above, the date of the Change of Control), and all such newly vested Options shall thereafter be fully exercisable as of such date. View More