Common use of Actions Following Termination Clause in Contracts

Actions Following Termination. In addition to any other rights and remedies afforded to a non-defaulting party following an Event of Default, should a non-defaulting party elect termination, the parties agree that the following additional provisions shall apply in order to facilitate transition in management of the Golf Course: (a) Manager shall assign, convey, transfer and set over unto Owner, pursuant to an assignment in form and content satisfactory to Owner, all of Manager’s right, title, and interest in and to all Operating Contracts then in effect and in Manager’s name with respect to the Golf Course, and Manager shall transfer to Owner possession of all Equipment and Supplies. (b) Manager shall, for a period of two (2) months following such termination, assist and cooperate with Owner to the extent necessary to ensure an orderly and efficient transfer of the operations of the Golf Course by Manager to Owner or Owner’s designee. The covenant of Manager contained herein shall survive and remain in full force and effect following any such termination of this Agreement. (c) Notwithstanding the foregoing, if at the time of termination Manager has not already been paid in full, Manager shall withdraw from the Operating Account funds necessary to cover all outstanding balances owing from Owner to Manager, plus interest, and all outstanding fees (including unpaid Management Fees) and out of pocket costs, including establishment of a Liability Escrow for any open or threatened claims; provided, however, that in the event of a termination due to a default of Manager, Manager shall not have the right to withdraw further funds to pay fees thereafter accruing. If amounts in the Operating Account are insufficient to pay all outstanding amounts owed to Manager by Owner, such amounts shall be promptly paid directly by Owner to Manager. (d) For purposes of clarification, the provisions of this Article XIII regarding termination are not intended to limit any other rights or remedies afforded to a party under applicable law as a consequence of an Event of Default in respect of the other party. For example, should an Event of Default occur in respect of Manager (e.g., failure by Manager to perform its obligations hereunder, after notice and opportunity to cure), Owner shall have a right, in addition to termination, to obtain an award for any damages suffered as a consequence of such Event of Default. Notwithstanding the foregoing, the maximum damages to which Manager may be held liable on account of Events of Default hereunder shall not exceed 100% of the aggregate Management Fees paid to Manager for the immediately preceding Budget Period; provided, however, the foregoing limitation shall not apply to, limit, or affect (i) Manager’s indemnity obligations under paragraph 12.3 above, or (ii) any claims related to or based upon Manager’s willful, criminal or fraudulent misconduct. (e) Owner acknowledges that Manager or its Affiliate may have an obligation under federal, state, or local law to give advance notice to Golf Course Personnel of any termination of their employment, and that failure to comply with any such notification obligation could give rise to civil liabilities. Therefore, notwithstanding anything to the contrary contained in this Agreement, (i) the date of termination of this Agreement, other than upon expiration of the Management Period, shall be extended so that the date of termination after notice of termination is given to or by Manager shall be on a date which is not earlier than ten (10) days plus the number of days, if any, Manager is required to give its employees advance notification of termination of employment by Manager as required by the Worker Adjustment and Retraining Act, 29 U.S.C., § 2101 et. seq., as hereafter amended (“WARN Act”), or any similar federal or state statute; (ii) Owner shall indemnify, hold harmless and defend Manager and its Affiliates from and against any such liabilities based on Owner’s actions (including terminating this Agreement) which give rise to such a notification obligation on the part of Manager or any of its Affiliates, if Owner fails to extend the date of termination as required by, and in accordance with, subparagraph (i) of this paragraph 13.4(e); and (iii) Manager shall continue to employ such Golf Course Personnel as are necessary and for so long as is necessary to not cause a “mass layoff,” “plant closing,” or other violation relating to the termination of Golf Course Personnel under the WARN Act. Owner shall have no responsibility under, nor any liability to Manager and its Affiliates with respect to, the WARN Act, or any similar federal or state statute, provided Owner has complied with its obligations under this paragraph 13.4(e).

Actions Following Termination. In addition to any other rights and remedies afforded to a non-defaulting party following an Event of Default, should a non-defaulting party elect termination, the parties agree that the following additional provisions shall apply in order to facilitate transition in management of the Golf Course: (a) Manager shall assign, convey, transfer and set over unto Owner, pursuant to an assignment in form and content satisfactory to Owner, all of Manager’s right, title, and interest in and to all Operating Contracts then in effect and in Manager’s name with a. With respect to “Life of Partnership” programs (as described in the Golf CourseC&T, and Manager shall transfer to Owner possession where applicable), in the event of all Equipment and Supplies. (b) Manager shall, for a period of two (2) months following such termination, assist and cooperate with Owner to the extent necessary to ensure an orderly and efficient transfer of the operations of the Golf Course by Manager to Owner termination or Owner’s designee. The covenant of Manager contained herein shall survive and remain in full force and effect following any such termination nonrenewal of this Agreement, GB shall, upon mutual written agreement of the Parties, continue to manage all (i) Claims that have not been closed as of the effective date of termination and (ii) Claims incurred during the term but not reported prior to the termination date (collectively, “Run-Off Claims”), provided that Client pays GB a mutually agreeable Service Fee per Claim per year open to continue handling Run-Off Claims. Should no agreement be reached regarding Service Fees for open Run-Off Claims, they will be returned to Client or transferred to another vendor as designated by Client. b. With respect to “Handle to Conclusion” programs (c) Notwithstanding as described in the foregoingC&T, if at where applicable), in the time event of termination Manager has not already been paid in fullor nonrenewal of this Agreement, Manager shall withdraw from the Operating Account funds necessary GB will continue to cover manage all outstanding balances owing from Owner Run-Off Claims (subject to Manager, plus interest, and all outstanding fees (including unpaid Management Fees) and out payment of pocket costs, including establishment of a Liability Escrow an initial Service Fee for any open or threatened claims; providedClaims accepted by GB that were incurred during the term but not reported prior to the effective date of termination), however, that except in the event of a termination due of this Agreement resulting from Client’s uncured breach (which shall relieve GB of any obligation to continue to administer Run-Off Claims) or the Parties’ agreement to the contrary. c. Client remains responsible for timely funding and payment of all payment obligations with respect to Run-Off Claims. Run-Off Claims Services, if any, will be provided at a default servicing branch selected by GB, and a reduced electronic reporting package will be provided to Client at Client’s expense. Client will remain responsible for banking, risk management information system, and administration fees while GB handles all Run-Off Claims. Should Client renew only a portion of Managerthe existing program under this Agreement (fewer states, Manager locations, coverages, etc.), all open Claims not part of the renewed portions of the program shall not be considered Run-Off Claims and Client shall pay GB as described above. d. Should Client elect to have Claim files returned and otherwise discontinue the right to withdraw further funds to pay fees thereafter accruing. If amounts in the Operating Account are insufficient Services, Client agrees to pay all outstanding amounts owed Service Fees and continue to Manager by Ownerfund its payment obligations until all Claims are closed within the risk management information system and all Claim files have been returned to Client and Client has made alternate banking arrangements. GB will return all files to Client in an orderly manner, such amounts shall be promptly paid directly by Owner at Client’s cost and after payment of all outstanding obligations due to Manager. (d) For purposes of clarificationGB. GB will provide an electronic, the provisions of this Article XIII regarding termination are not intended to limit any other rights tape or remedies afforded to a party under applicable law as a consequence of an Event of Default in respect paper copy of the other party. For example, should an Event Claim information in the risk management information system at GB’s standard rate as of Default occur in respect of Manager (e.g., failure by Manager to perform its obligations hereunder, after notice and opportunity to cure), Owner shall have a right, in addition to termination, to obtain an award for any damages suffered as a consequence of such Event of Default. Notwithstanding the foregoing, the maximum damages to which Manager may be held liable on account of Events of Default hereunder shall not exceed 100% of the aggregate Management Fees paid to Manager for the immediately preceding Budget Period; provided, however, the foregoing limitation shall not apply to, limit, or affect (i) Manager’s indemnity obligations under paragraph 12.3 above, or (ii) any claims related to or based upon Manager’s willful, criminal or fraudulent misconduct. (e) Owner acknowledges that Manager or its Affiliate may have an obligation under federal, state, or local law to give advance notice to Golf Course Personnel of any termination of their employment, and that failure to comply with any such notification obligation could give rise to civil liabilities. Therefore, notwithstanding anything to the contrary contained in this Agreement, (i) the date of termination termination. Upon delivery of this Agreementinformation to Client, other than upon expiration claim information may be deleted from GB’s systems, subject to applicable law. In the event Client does not agree to assume control of the Management Periodsuch files, shall be extended so that the date of termination after notice of termination is given GB hereby disclaims liability for failure to or by Manager shall be on a date which is not earlier than ten (10) days plus the number of days, if any, Manager is required to give its employees advance notification of termination of employment by Manager as required by the Worker Adjustment and Retraining Act, 29 U.S.C., § 2101 et. seqretain such files., as hereafter amended (“WARN Act”), or any similar federal or state statute; (ii) Owner shall indemnify, hold harmless and defend Manager and its Affiliates from and against any such liabilities based on Owner’s actions (including terminating this Agreement) which give rise to such a notification obligation on the part of Manager or any of its Affiliates, if Owner fails to extend the date of termination as required by, and in accordance with, subparagraph (i) of this paragraph 13.4(e); and (iii) Manager shall continue to employ such Golf Course Personnel as are necessary and for so long as is necessary to not cause a “mass layoff,” “plant closing,” or other violation relating to the termination of Golf Course Personnel under the WARN Act. Owner shall have no responsibility under, nor any liability to Manager and its Affiliates with respect to, the WARN Act, or any similar federal or state statute, provided Owner has complied with its obligations under this paragraph 13.4(e).

Actions Following Termination. In addition to any other rights and remedies afforded to a non-defaulting party following an Event of Default, should a non-defaulting party elect termination, the parties agree that the following additional provisions shall apply in order to facilitate transition in management of the Golf Course: (a) Manager shall assign, convey, transfer and set over unto Owner, pursuant to an assignment in form and content satisfactory to Owner, all of Manager’s right, title, and interest in and to all Operating Contracts then in effect and in Manager’s name with a. With respect to “Life of Partnership” programs (as described in the Golf CourseC&T, and Manager shall transfer to Owner possession where applicable), in the event of all Equipment and Supplies. (b) Manager shall, for a period of two (2) months following such termination, assist and cooperate with Owner to the extent necessary to ensure an orderly and efficient transfer of the operations of the Golf Course by Manager to Owner termination or Owner’s designee. The covenant of Manager contained herein shall survive and remain in full force and effect following any such termination nonrenewal of this Agreement, GB shall, upon mutual written agreement of the Parties, continue to manage all (i) Claims that have not been closed as of the effective date of termination and (ii) Claims incurred during the term but not reported prior to the termination date (collectively, “Run-Off Claims”), provided that Client pays GB a mutually agreeable Service Fee per Claim per year open to continue handling Run-Off Claims. Should no agreement be reached regarding Service Fees for open Run-Off Claims, they will be returned to Client or transferred to another vendor as designated by Client. b. With respect to “Handle to Conclusion” programs (c) Notwithstanding as described in the foregoingC&T, if at where applicable), in the time event of termination Manager has not already been paid in fullor nonrenewal of this Agreement, Manager shall withdraw from the Operating Account funds necessary GB will continue to cover manage all outstanding balances owing from Owner Run-Off Claims (subject to Manager, plus interest, and all outstanding fees (including unpaid Management Fees) and out payment of pocket costs, including establishment of a Liability Escrow an initial Service Fee for any open or threatened claims; providedClaims accepted by GB that were incurred during the term but not reported prior to the effective date of termination), however, that except in the event of a termination due of this Agreement resulting from Client’s uncured breach (which shall relieve GB of any obligation to continue to administer Run-Off Claims), Client elects, in its sole discretion, for GB to discontinue management of Run-Off Claims, or the Parties’ agreement to the contrary. c. Client remains responsible for timely funding and payment of all payment obligations with respect to Run-Off Claims. Run-Off Claims Services, if any, will be provided at a default servicing branch selected by GB, and a reduced electronic reporting package will be provided to Client at Client’s expense. Client will remain responsible for banking, risk management information system, and administration fees while GB handles all Run-Off Claims. Should Client renew only a portion of Managerthe existing program under this Agreement (fewer states, Manager locations, coverages, etc.), all open Claims not part of the renewed portions of the program shall not be considered Run-Off Claims and Client shall pay GB as described above. d. Should Client elect to have Claim files returned and otherwise discontinue the right to withdraw further funds to pay fees thereafter accruing. If amounts in the Operating Account are insufficient Services, Client agrees to pay all outstanding amounts owed Service Fees and continue to Manager by Ownerfund its payment obligations until all Claims are closed within the risk management information system and all Claim files have been returned to Client and Client has made alternate banking arrangements. GB will return all files to Client in an orderly manner, such amounts shall be promptly paid directly by Owner at Client’s cost and after payment of all outstanding obligations due to Manager. (d) For purposes of clarificationGB. GB will provide an electronic, the provisions of this Article XIII regarding termination are not intended to limit any other rights or remedies afforded to a party under applicable law as a consequence of an Event of Default in respect tapeor paper copy of the other party. For example, should an Event Claim information in the risk management information system at GB’s standard rate as of Default occur in respect of Manager (e.g., failure by Manager to perform its obligations hereunder, after notice and opportunity to cure), Owner shall have a right, in addition to termination, to obtain an award for any damages suffered as a consequence of such Event of Default. Notwithstanding the foregoing, the maximum damages to which Manager may be held liable on account of Events of Default hereunder shall not exceed 100% of the aggregate Management Fees paid to Manager for the immediately preceding Budget Period; provided, however, the foregoing limitation shall not apply to, limit, or affect (i) Manager’s indemnity obligations under paragraph 12.3 above, or (ii) any claims related to or based upon Manager’s willful, criminal or fraudulent misconduct. (e) Owner acknowledges that Manager or its Affiliate may have an obligation under federal, state, or local law to give advance notice to Golf Course Personnel of any termination of their employment, and that failure to comply with any such notification obligation could give rise to civil liabilities. Therefore, notwithstanding anything to the contrary contained in this Agreement, (i) the date of termination termination. Upon delivery of this Agreementinformation to Client, other than upon expiration Claim information may be deleted from GB’s systems, subject to applicable law. In the event Client does not agree to assume control of the Management Periodsuch files, shall be extended so that the date of termination after notice of termination is given GB hereby disclaims liability for failure to or by Manager shall be on a date which is not earlier than ten (10) days plus the number of days, if any, Manager is required to give its employees advance notification of termination of employment by Manager as required by the Worker Adjustment and Retraining Act, 29 U.S.C., § 2101 et. seqretain such files., as hereafter amended (“WARN Act”), or any similar federal or state statute; (ii) Owner shall indemnify, hold harmless and defend Manager and its Affiliates from and against any such liabilities based on Owner’s actions (including terminating this Agreement) which give rise to such a notification obligation on the part of Manager or any of its Affiliates, if Owner fails to extend the date of termination as required by, and in accordance with, subparagraph (i) of this paragraph 13.4(e); and (iii) Manager shall continue to employ such Golf Course Personnel as are necessary and for so long as is necessary to not cause a “mass layoff,” “plant closing,” or other violation relating to the termination of Golf Course Personnel under the WARN Act. Owner shall have no responsibility under, nor any liability to Manager and its Affiliates with respect to, the WARN Act, or any similar federal or state statute, provided Owner has complied with its obligations under this paragraph 13.4(e).

Actions Following Termination. In addition to any other rights and remedies afforded to a non-defaulting party following an Event of Default, should a non-defaulting party elect termination, the parties agree that the following additional provisions shall apply in order to facilitate transition in management of the Golf Course: (a) Manager shall assign, convey, transfer and set over unto Owner, pursuant to an assignment in form and content satisfactory to Owner, all of Manager’s right, title, and interest in and to all Operating Contracts then in effect and in Manager’s name with a. With respect to “Life of Partnership” programs (as described in the Golf CourseC&T, and Manager shall transfer to Owner possession where applicable), in the event of all Equipment and Supplies. (b) Manager shall, for a period of two (2) months following such termination, assist and cooperate with Owner to the extent necessary to ensure an orderly and efficient transfer of the operations of the Golf Course by Manager to Owner termination or Owner’s designee. The covenant of Manager contained herein shall survive and remain in full force and effect following any such termination nonrenewal of this Agreement, GB shall, upon mutual written agreement of the Parties, continue to manage all (i) Claims that have not been closed as of the effective date of termination and (ii) Claims incurred during the term but not reported prior to the termination date (collectively, “Run-Off Claims”), provided that Client pays GB a mutually agreeable Service Fee per Claim per year open to continue handling Run-Off Claims. Should no agreement be reached regarding Service Fees for open Run-Off Claims, they will be returned to Client or transferred to another vendor as designated by Client. b. With respect to “Handle to Conclusion” programs (c) Notwithstanding as described in the foregoingC&T, if at where applicable), in the time event of termination Manager has not already been paid in fullor nonrenewal of this Agreement, Manager shall withdraw from the Operating Account funds necessary GB will continue to cover manage all outstanding balances owing from Owner Run-Off Claims (subject to Manager, plus interest, and all outstanding fees (including unpaid Management Fees) and out payment of pocket costs, including establishment of a Liability Escrow an initial Service Fee for any open or threatened claims; providedClaims accepted by GB that were incurred during the term but not reported prior to the effective date of termination), however, that except in the event of a termination due of this Agreement resulting from Client’s uncured breach (which shall relieve GB of any obligation to continue to administer Run-Off Claims) or the Parties’ agreement to the contrary. c. Client remains responsible for timely funding and payment of all payment obligations with respect to Run-Off Claims. Run-Off Claims Services, if any, will be provided at a default servicing branch selected by GB, and a reduced electronic reporting package will be provided to Client at Client’s expense. Client will remain responsible for banking, risk management information system, and administration fees while GB handles all Run-Off Claims. Should Client renew only a portion of Managerthe existing program under this Agreement (fewer states, Manager locations, coverages, etc.), all open Claims not part of the renewed portions of the program shall not be considered Run-Off Claims and Client shall pay GB as described above. d. Should Client elect to have Claim files returned and otherwise discontinue the right to withdraw further funds to pay fees thereafter accruing. If amounts in the Operating Account are insufficient Services, Client agrees to pay all outstanding amounts owed Service Fees and continue to Manager by Ownerfund its payment obligations until all Claims are closed within the risk management information system and all Claim files have been returned to Client and Client has made alternate banking arrangements. GB will return all files to Client in an orderly manner, such amounts shall be promptly paid directly by Owner at Client’s cost and after payment of all outstanding obligations due to Manager. (d) For purposes of clarificationGB. GB will provide an electronic, the provisions of this Article XIII regarding termination are not intended to limit any other rights tape or remedies afforded to a party under applicable law as a consequence of an Event of Default in respect paper copy of the other party. For example, should an Event Claim information in the risk management information system at GB’s standard rate as of Default occur in respect of Manager (e.g., failure by Manager to perform its obligations hereunder, after notice and opportunity to cure), Owner shall have a right, in addition to termination, to obtain an award for any damages suffered as a consequence of such Event of Default. Notwithstanding the foregoing, the maximum damages to which Manager may be held liable on account of Events of Default hereunder shall not exceed 100% of the aggregate Management Fees paid to Manager for the immediately preceding Budget Period; provided, however, the foregoing limitation shall not apply to, limit, or affect (i) Manager’s indemnity obligations under paragraph 12.3 above, or (ii) any claims related to or based upon Manager’s willful, criminal or fraudulent misconduct. (e) Owner acknowledges that Manager or its Affiliate may have an obligation under federal, state, or local law to give advance notice to Golf Course Personnel of any termination of their employment, and that failure to comply with any such notification obligation could give rise to civil liabilities. Therefore, notwithstanding anything to the contrary contained in this Agreement, (i) the date of termination termination. Upon delivery of this Agreementinformation to Client, other than upon expiration Claim information may be deleted from GB’s systems, subject to applicable law. In the event Client does not agree to assume control of the Management Periodsuch files, shall be extended so that the date of termination after notice of termination is given GB hereby disclaims liability for failure to or by Manager shall be on a date which is not earlier than ten (10) days plus the number of days, if any, Manager is required to give its employees advance notification of termination of employment by Manager as required by the Worker Adjustment and Retraining Act, 29 U.S.C., § 2101 et. seqretain such files., as hereafter amended (“WARN Act”), or any similar federal or state statute; (ii) Owner shall indemnify, hold harmless and defend Manager and its Affiliates from and against any such liabilities based on Owner’s actions (including terminating this Agreement) which give rise to such a notification obligation on the part of Manager or any of its Affiliates, if Owner fails to extend the date of termination as required by, and in accordance with, subparagraph (i) of this paragraph 13.4(e); and (iii) Manager shall continue to employ such Golf Course Personnel as are necessary and for so long as is necessary to not cause a “mass layoff,” “plant closing,” or other violation relating to the termination of Golf Course Personnel under the WARN Act. Owner shall have no responsibility under, nor any liability to Manager and its Affiliates with respect to, the WARN Act, or any similar federal or state statute, provided Owner has complied with its obligations under this paragraph 13.4(e).