Common use of Grounds of Termination Clause in Contracts

Grounds of Termination. This Agreement shall terminate automatically upon delivery of notice of termination to Franchisee, if Franchisee or its owners (or any shareholder, member or partner, if Franchisee is a corporation, limited liability company or partnership): A) Abandons or fails to actively operate the Residence licensed under this Agreement; B) Surrenders or transfers control of the operation of the Residence licensed under this Agreement; C) Has made any material misrepresentation or omission in its application for the Franchise; D) (or any shareholder, manager, member or partner, if Franchisee is a corporation, limited liability company, or partnership, and if Franchisee fails to terminate such owner's interest in Franchisee, as the case may be, within ninety (90) days thereof) is convicted of or pleads nolo contendere or the equivalent thereof to a felony or other crime or offense or is subject to any administrative injunction, order, or decree that is likely to adversely affect the System, the Marks, the goodwill associated therewith, Company's interest therein, or the reputation of Franchisee or the Residence licensed under this Agreement; E) Makes a general assignment for the benefit of its creditors, applies for or consents to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, has an involuntary petition in bankruptcy filed against it (which is not released within ninety (90) days), or fails to pay its debts and obligations as they mature in accordance with normal business practices; F) Makes an unauthorized assignment or transfer of this Agreement, the Franchise, the Premises, the Residence licensed under this Agreement, or an ownership interest in Franchisee; G) Is a party to any other franchise agreement with Company for which Company has delivered to Franchisee a notice of termination in accordance with its terms and conditions for cause (except for a termination based upon a failure to satisfy an area development quota); H) Makes any unauthorized use of the Marks or unauthorized use or disclosure of the Confidential Information or any portion thereof; I) Fails or refuses to comply with any mandatory specification, standard, or operating policy or procedure prescribed by Company relating to the operation of the Residence licensed under this Agreement, violates any health, safety, housing or sanitation law, ordinance, or regulation and does not correct such failure or refusal after written notice thereof is delivered to Franchisee within thirty (30) days if the first such failure or violation, ten (10) days for any subsequent failure or violation, or in any event no later than the cure time required by any regulatory oradministrative authority claiming such violation, or fails to notify Company in writing within five (5) days of the commencement of any action, suit or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, which may adversely affect the operation or financial condition of Franchise or the Residence or of any notice of violation of any law, ordinance, or regulation relating to unfair or deceptive trade practice, housing or care for the elderly, or health or sanitation at or in conjunction with the Residence; J) Employs or attempts to employ, either directly or indirectly, in violation of Section 3.04, any person who Franchisee knows or should have known was employed or at such time is employed by Company or any other franchisee of Company without first obtaining the written consent of Company or other franchisee of Company; or K) Fails on three (3) or more separate occasions, within any period of twelve (12) consecutive months, to submit when due any reports or other data, information or supporting records; to pay when due the Continuing Royalties, marketing contributions, or other payments due hereunder to Company or its affiliates; or otherwise fails to comply with this Agreement, whether or not such failures to comply are corrected after notice thereof is delivered to Franchisee. This Agreement shall terminate without further action by Company or notice to Franchisee, if Franchisee or its owner: A) Fails to accurately report the Net Revenues of the Residence licensed under this Agreement or fails to remit payments of any amounts due Company for Continuing Royalties, marketing contributions, or any other amounts due to Company or its affiliates hereunder, and does not correct such failure within ten (10) days after written notice of such failure is delivered to Franchisee; or B) Fails to timely meet any of the development, construction and/or pre-opening obligations set forth in Schedule "1" (hereinafter referred to as a "Development Default") or to comply with any other provision of this Agreement or mandatory specification, standard, or operating policy or procedure prescribed by Company and does not: 1) correct such failure within fifteen (15) days after written notice of such failure to comply is delivered to Franchisee; or