Common use of Conditions Precedent Termination Clause in Contracts

Conditions Precedent Termination. A. Notwithstanding anything in this Agreement to the contrary, the right of the Grantee to exercise the Refusal Right and consummate any purchase pursuant thereto is contingent on each of the following being true and correct at the time of exercise of the Refusal Right and any purchase pursuant thereto: (i) the Grantee or its assignee shall be a “qualified nonprofit organization” as defined in Section 42(h)(5)(C) of the Code or another qualified purchaser described in Section 42(i)(7)(A) of the Code (collectively, each, a “Qualified Beneficiary”); and (ii) the Project continues to be a “qualified low-income housing project” within the meaning of Section 42 of the Code. B. This Agreement shall automatically terminate upon the occurrence of any of the following events and, if terminated, shall not be reinstated unless such reinstatement is agreed to in a writing signed by the Grantee and each of the Consenting Members: (i) the transfer of the Property to a lender in total or partial satisfaction of any loan; or (ii) any transfer or attempted transfer of all or any part of the Refusal Right by the Grantee, whether by operation of law or otherwise, except as otherwise permitted under Section 7 of this Agreement; or (iii) the Project ceases to be a “qualified low-income housing project” within the meaning of Section 42 of the Code; or (iv) the Grantee fails to deliver its Election Notice or consummate the purchase of the Property within the time frames set forth in Section 2 above. C. If the Investor Member removes the Managing Member from the Company for failure to cure a default under the Operating Agreement after all applicable notice and cure periods, the Investor Member may elect to exercise any rights it has under the Operating Agreement to terminate this Agreement and to exercise any rights it has under the Operating Agreement to release this Agreement as a lien against the Project, upon first obtaining the prior written consent of Virginia Housing, which consent may be granted or withheld in Virginia Housing’s sole discretion.

Conditions Precedent Termination. A. Notwithstanding anything in this (a) This Agreement to shall be effective only after the contrary, the right of the Grantee to exercise the Refusal Right and consummate any purchase pursuant thereto is contingent on each satisfaction of the following being true and correct at the time of exercise of the Refusal Right and any purchase pursuant theretoconditions precedent: (i) The issuance of the Grantee Permanent Injunction covering Entrade and the Entrade Released Parties pursuant to Section 105 of the Bankruptcy Code by Final Order; (ii) The delivery to Entrade of all of the original Entrade Promissory Notes; (iii) The delivery to Entrade of all documents evidencing, in Entrade’s judgment, a full release of any security interest held by ARTRA, the Committee or its assignee the Future Claimants Representative in the stock of Nationwide; (iv) The delivery to Entrade of a fully executed copy of this Agreement (including the Release Agreements in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Selling Shareholders, the form of which is attached hereto as Exhibit D, and an order of the Bankruptcy Court approving this Settlement Agreement; In addition to the conditions precedent, ARTRA, the Committee and the Future Claimants Representative shall be use their best efforts to obtain the following: (v) The issuance of a “qualified nonprofit organization” as defined in Channeling Injunction covering Entrade and the Entrade Released Parties pursuant to Section 42(h)(5)(C524(g) of the Code or another qualified purchaser described in Section 42(i)(7)(A) of the Code (collectively, each, a “Qualified Beneficiary”)Bankruptcy Code; and (iivi) the Project continues to be a “qualified low-income housing project” within the meaning of Section 42 The issuance of the CodeConfirmation Order by the Bankruptcy Court. B. This Agreement shall automatically terminate upon (b) The ARTRA Entities and the occurrence of any of Committee agree to use their best efforts to ensure that conditions (v) and (vi) specified above are satisfied and that both a Channeling Injunction specifically covering Entrade and the following events and, if terminated, shall not be reinstated unless such reinstatement is agreed to in a writing signed Entrade Released Parties and Confirmation Order are entered by the Grantee and each Bankruptcy Court. Entrade agrees that it will not take any affirmative action to prevent the conditions subsequent specified above from being satisfied, unless the rights of the Consenting Members: (i) the transfer of the Property to a lender in total or partial satisfaction of any loan; or (ii) any transfer or attempted transfer of all or any part of the Refusal Right by the Grantee, whether by operation of law or otherwise, except as otherwise permitted Entrade under Section 7 of this Agreement; or (iii) the Project ceases to be a “qualified low-income housing project” within the meaning of Section 42 of the Code; or (iv) the Grantee fails to deliver its Election Notice or consummate the purchase of the Property within the time frames set forth in Section 2 above. C. If the Investor Member removes the Managing Member from the Company for failure to cure a default under the Operating Agreement after all applicable notice and cure periods, the Investor Member may elect to exercise any rights it has under the Operating Agreement to terminate this Agreement and to exercise any rights it has under the Operating Agreement to release this Agreement as a lien against the Project, upon first obtaining the prior written consent of Virginia Housing, which consent may would be granted or withheld in Virginia Housing’s sole discretionmaterially affected.