Manager Default Sample Clauses
The "Manager Default" clause defines the circumstances under which a manager is considered to be in default under an agreement. Typically, this clause outlines specific actions or failures—such as not performing required duties, breaching material terms, or becoming insolvent—that would trigger a default status. For example, if the manager fails to provide timely financial reports or mismanages funds, these could constitute a default. The core function of this clause is to protect the interests of other parties by clearly identifying unacceptable conduct and providing a basis for remedies or termination if the manager fails to meet their obligations.
POPULAR SAMPLE Copied 2 times
Manager Default. The following shall, at the election of Owner, constitute an event of default by Manager under this Agreement (such event being referred to herein as the "Manager Default"): Failure of Manager to keep or perform any duty, obligation, covenant or agreement of Manager under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice thereof from Owner; provided, however, if such failure cannot reasonably be remedied or corrected within such thirty (30) day period, then such thirty (30) day period shall be extended for such additional period as may be reasonably required to cure such default provided that Manager promptly commences to cure such default and continues thereafter with all due diligence to complete such cure to the satisfaction of Owner. Upon the occurrence of the Manager Default, Owner shall have the right to terminate this Agreement by written notice to Manager, in addition to its right to seek damages or other remedies available to it at law or in equity.
Manager Default. Each of the following is a Manager Default:
9.1.1 The Manager shall fail to (A) make when due any deposits of Collections, Master Lease Payment, payments received under the Equipment Management Agreement, Sales Proceeds, Container Revenues or any other amounts due and payable under this Agreement or (B) deliver when due to the Indenture Trustee any Manager Report and such failure is not cured within seven (7) days.
9.1.2 The Manager shall fail to (A) deliver any report required to be delivered pursuant to the provisions of Section 4.1.1, 4.1.3, 4.1.4, 4.1.5 or 4.1.6 hereof and such failure shall continue unremedied for fifteen (15) days, or (B) perform or observe, or cause to be performed or observed, in any material respect any other covenant or agreement contained herein (which is not otherwise addressed in this Section 9.1), which failure materially and adversely affects the rights of the Noteholders, the Lead Arrangers, the Indenture Trustee or the Administrative Agent and such failure shall continue unremedied for a period of fifteen (15) days after the earlier to occur of (i) the date on which an officer of the Manager has actual knowledge of such failure and (ii) the date on which the Manager has received written notice specifying such failure from the Owner, the Indenture Trustee, any Noteholder or either Lead Arranger.
9.1.3 Any representation or warranty made by the Manager in this Agreement, or in any certificate, report or financial statement delivered by it pursuant hereto proves to have been untrue in any material respect when made.
9.1.4 There shall be a Change of Control of the Manager provided that a Change of Control occasioned by the implementation of a restructuring otherwise satisfactory to the Lead Arrangers, pursuant to which (A) the indebtedness under Manager’s public indentures in respect of the Manager’s 10¾% Senior Notes Due 2006, 7 7/8% Senior Notes Due 2008, 12½% Senior Notes Due 2009 and 10½% Senior Notes Due 2012 are converted to equity interests in the Manager, (B) equity is issued to satisfy the Manager’s pension liabilities, and/or (C) there is a transfer of voting control of Manager to existing equityholders of Manager shall not constitute a Manager Default.
9.1.5 SCL ceases to carry on the whole, or substantially the whole, of its container business.
9.1.6 The Manager shall be adjudicated or found bankrupt or insolvent by any competent court in an Insolvency Proceeding or an order shall be made by a competent court or a ...
Manager Default. This Agreement and the employment of Manager may be terminated by Owner, at its option, upon the happening of any of the following events: (a) a material breach, default, or noncompliance by Manager with any covenants contained in this Agreement; (b) operation of the Hotel by Manager in such a manner as to cause the Franchisor to require the removal of Manager as the operator of the Hotel or to give notice to the Owner of intent to terminate the Franchise Agreement (unless such termination is due to Owner’s failure to provide the funds necessary for any required capital improvements or renovations); or (c) the making by Manager of a general assignment for the benefit of creditors; or a petition of application by either party to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of all or substantially all of its business, estate or assets; or the commencement by Manager of any proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect.
Manager Default. The occurrence of any of the events or conditions set forth in Section 10.01 of the Management Agreement after giving effect to any expressly applicable notice and grace periods contained in such Section.
Manager Default. After the occurrence and during the continuance of a Manager Default, the Manager irrevocably, and by way of security to the Issuer and the Lessor for the obligations of the Manager herein, appoints the Issuer or the Issuer’s designee (which shall be the Indenture Trustee so long as any Outstanding Obligations remain unpaid) to be its attorney-in-fact with full power of substitution on behalf of the Manager and in its name or otherwise to execute any documents contemplated by this Agreement and any Related Document, and to give any notice and to do any act or thing which the Manager is obliged to execute or do under this Agreement and any Related Document. The Manager hereby confirms and agrees to ratify and confirm whatever any such attorney shall do or propose to do in the exercise or purported exercise of all or any of the powers, authorities and discretion referred to in this paragraph.
Manager Default. The occurrence of any of the following events constitutes a Manager Default for the purposes of clause 20.1(b) of the Master Trust Deed:
Manager Default. This term shall have the meaning set forth in Clause 11.1 of the Management Agreement.
Manager Default. An event of default shall exist under this Agreement if:
(i) Manager neglects or fails to pay any installment of Owner’s Share of Ancillary Event Net Profit, Monthly Ticket Tax Payment and any other charge under this Agreement within ten (10) days after notice of default (but Owner is not required to give more than two such default notices during any one Agreement Year); or
(ii) Manager neglects or fails to perform or observe any of the other covenants, terms, provisions or conditions on its part to be performed or observed under this Agreement, within thirty (30) days after notice of default (or if more than thirty (30) days shall be reasonably required because of the nature of the default, if Manager fails to commence to cure such default within the 30 days and thereafter proceed diligently to cure such default after such notice); or
(iii) Manager fails to perform or observe any obligations pursuant to Manager's Operating Covenant hereunder; or
(iv) upon the occurrence of any default under a Related Agreement or the Guaranty or any guaranty of a Related Agreement that remains uncured after the expiration of the applicable cure period thereunder; or
(v) Manager (a) admits in writing its inability to pay its debts generally as they become due; (b) commences any case, proceeding or other action seeking to have an order for relief entered on its behalf as debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any federal, state or local law relating to bankruptcy, insolvency, reorganization or relief of debtors; (c) makes an assignment for the benefit of its creditors; (d) is generally unable to pay its debts as they mature; (e) seeks or consents to the appointment of a receiver of itself or of the whole or any substantial part of its property; or (f) files a petition or answer seeking reorganization or arrangement under an order or decree appointing, without the consent of Manager, a receiver of Manager of the whole or substantially all of its property, and such case, proceeding or other action is not dismissed within one hundred twenty (120) days after the commencement thereof; or
(vi) the estate or interest of Manager in the Premises or any part thereof is levied upon or attached in any proceeding and the same is not vacated or discharged within the later of ninety (90) days after commencement thereof or thirty
Manager Default. Any of the following events or conditions shall constitute a default of the Manager hereunder (“Manager Default”):
(a) The Manager shall fail to make any deposit to the Owner Bank Account, or deliver a report required under Clause 7.1 or Clause 7.2 hereof when due unless such failure is cured within ten (10) days after the occurrence of such failure;
(b) The Manager shall fail to perform or observe, or cause to be performed or observed, in any material respect any other covenant or agreement contained herein and such failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date an officer of the Manager has Knowledge thereof or (ii) the date the Manager receives notice thereof, unless the nature of Manager’s noncompliance is such that more than thirty (30) days is reasonably required for its cure and Manager has, in good faith, commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;
(c) Any representation or warranty made by the Manager in this Agreement, or in any certificate, report or financial statement delivered by it pursuant hereto proves to have been untrue in any material and adverse respect when made and continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date an officer of the Manager has Knowledge thereof or (ii) the date the Manager receives notice thereof, unless the nature of Manager’s noncompliance is such that more than thirty (30) days is reasonably required for its cure and Manager has, in good faith, commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;
(d) Except as permitted by Clauses 13 and 21.5, the Manager shall assign all or substantially all of its interest under this Agreement.
Manager Default. With respect to any Series, any Trust Manager Default and any Series-Specific Manager Default (as defined in the related Supplement) for such Series.