Common use of Termination of the ESOP; Effect Clause in Contracts

Termination of the ESOP; Effect. Notwithstanding anything to the contrary, set forth in Section 1.07(a) above, provided that all "Payment Events" (as defined in the Closing Agreement) shall have occurred, and AUGI shall have previously complied with all of its other covenants and agreements set forth in this Agreement, AUGI, Lifetime, NY Medical or any of the foregoing Persons (collectively, the "AUGI Group") shall have the right at any time following the Share Exchange to: (i) cease declaring and paying the ESOP Dividend; (ii) cause NY Medical to cease payment of the annual contribution to the ESOP; and