Breach by Manager Clause Samples

Breach by Manager. Prior to an internalization of management of Sponsor, Manager resigns or is removed, terminated or otherwise no longer serves or is unable to serve as the asset manager and investment advisor of Sponsor or Manager is in material breach of its duties or obligations under its asset management agreement, which breach would give rise to a right to terminate the asset management agreement pursuant to the terms thereof, beyond any applicable notice and cure period and Manager is not replaced with a successor manager acceptable to Lender in its sole discretion pursuant to a replacement asset management agreement acceptable to Lender within thirty (30) days.

Breach by Manager. (1) If at any time Manager shall default in the performance of any of its obligations under this Agreement or otherwise fails to comply in all material respects with policies and directives of the SAC Board, and such default or breach shall continue for a period of ninety (90) days after SAC has given notice to Manager specifying such default or breach and requiring it to be remedied, then SAC shall have the right to terminate this Agreement, provided that SAC has determined in its reasonable business judgment that an alternative manager could have met the performance requirements during the period of manager’s noncompliance, and further provided that the SAC Board requires similar performance requirements of the management its selects to replace Manager. (2) During the Term, Manager (or its parent or its subsidiaries or affiliates) will maintain membership in SAC and a purchase agreement relationship with SAC for volume levels outlined on Exhibit F. If such membership is discontinued or such membership requirements in SAC are not met, SAC may terminate this Agreement. If such purchase requirements for any year are not met (or if it would be clear to a reasonable business person that the same cannot or will not be met for a particular year), SAC may terminate this Agreement. (3) If the Agreement is terminated under Section 8.03(a), Manager agrees to continue to provide services pursuant to the terms described herein for a reasonable transition period following termination by SAC, if SAC so requests.

Breach by Manager. If Manager breaches any provision of this Agreement, he shall be subject to discipline, up to and including immediate discharge.

Breach by Manager. (1) If at any time Manager shall default in the performance of any of its obligations under this Agreement or otherwise fails to comply in all material respects with policies and directives of the SAC Board, and such default or breach shall continue for a period of ninety (90) days after SAC has given notice to Manager specifying such default or breach and requiring it to be remedied, then SAC shall have the right to terminate this Agreement, provided that SAC has determined in its reasonable business judgment that an alternative manager could have met the performance requirements during the period of Manager’s noncompliance, and further provided that the SAC Board requires similar performance requirements of the management it selects to replace Manager. (2) At the time this Agreement is executed, Manager will become a member of SAC and execute a membership agreement with SAC. At this time, Manager will also sign a purchase agreement with SAC. This purchase requirement will be measured based on an annual year of September 1 to August 31 each year, starting on September 1, 1994. If Manager discontinues its membership or fails to meet its membership requirements in SAC, SAC may terminate this Agreement. If Manager fails to meet its purchase requirements for any year, or it would be clear to a reasonable business person that it cannot or will not meet these requirements for a particular year, SAC may terminate this Agreement. (3) If the Agreement is terminated under Section 8.03(a), Manager agrees to continue to provide services pursuant to the terms described herein for a reasonable transition period following termination by SAC, if SAC so requests.

Breach by Manager. This agreement may be terminated upon the written consent and approval of both parties, or by the Tribe in the event that any principal, employee or agent of Manager is found guilty of theft or embezzlement of monies or assets of the Tribal Gaming Operation. For purposes of this section, a principal of Manager shall be defined as ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇.

Breach by Manager. If default be made in the payment of any sum to be paid by Manager under this Agreement, and such default shall continue for twenty (20) calendar days after written notice of default is given by City to Manager, or default shall be made in the performance of any other covenant or condition which Manager is required to observe or perform, and such default shall continue for sixty (60) calendar days after written notice of default is given by City to Manager (or if such default cannot be corrected within said sixty (60) calendar day period, and Manager fails to commence correction of such default within said sixty (60) calendar day period and diligently pursues its correction to completion), or if this Agreement shall, by act of Manager or by operation of law or otherwise, pass to any party or entity other than Manager, except with the prior written consent of City, or if Manager be declared insolvent according to law, or if a receiver or trustee is appointed for Manager or Manager's property, or if Manager abandons or vacates the Cemetery, then City may treat the occurrence of any one or more of the foregoing events as a breach of this Agreement.

Breach by Manager. This Agreement may be terminated upon the written consent and approval of both parties, or by the Tribe if any principal, employee or agent of Manager is found guilty of theft or embezzlement of monies or assets of the Tribal Gaming Operation. For purposes of this section, a principal of Manager will be defined as ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ However, upon final determination of guilt, Manager may terminate the principal, employee or agent of Manager and make restitution for the amount lost and thereby preclude Tribe’s right to terminate. This Agreement may also be terminated by a final judgment of a court of competent jurisdiction as a result of a finding of a material breach of this Agreement. Subject to Manager’s ability to cure any shortfall by restitution as provided above, it is specifically understood and agreed that this Agreement may be terminated by the Tribe if Manager fails to make any payment to the Tribe when due without good cause or reasonable explanation for the failure to make payment when due (it being understood that mistake, inadvertence or other negligent error will constitute “reasonable explanation” under this Agreement), which will be considered a material breach of this Agreement. A material breach of this Agreement will include, but not be limited to, a failure of either party to perform any material duty or obligation on its part for any 20 consecutive days. However, neither party may terminate this Agreement on grounds of material breach unless it has provided written notice to the other party of its intention to declare a default and to terminate this Agreement, and the defaulting party thereafter fails to cure or take steps to substantially cure the default within 60 days following receipt of such notice. The discontinuance or correction of the material breach will constitute a cure of that breach. In the event of any termination for cause, regardless of fault, the parties will retain all monies previously paid to them under Article 6 (Compensation and Reimbursement) of this Agreement; and the Tribe will retain title to all Gaming Operation facilities, fixtures, improvements, supplies, equipment, funds and accounts (collectively, the “Gaming Operation Assets”), subject to the rights of any third party lender under any Loan Agreements relating to the acquisition or financing of all or any portion of the Gaming Operation Assets. Notwithstanding the foregoing, to the extent Manager has, at the time of the ter...