Manager Event of Default. The following actions or events shall constitute a “Manager Event of Default” under this Agreement: (a) Manager fails to make when due any monetary payment required by this Agreement to be made by Manager, unless the failure to make such payment is caused by the failure of Owner to make funding available to Manager as required under this Agreement or to reimburse Manager as provided in the Collaboration Agreement, and such failure by Manager shall continue for more than sixty (60) days after Manager receives notice of such payment default from Owner, which notice shall be delivered to Manager at least thirty (30) days prior to the date requested for performance; (b) A material failure of Manager to comply with the requirements of Section 6.4.4 of this Agreement and fails to remedy same within thirty (30) days; (c) A material breach by Manager of any representation or warranty expressly set forth in this Agreement that has a materially adverse effect on the Operation of the Managed Facilities or the rights and obligations of Manager and that is not cured with thirty (30) days after delivery of notice of such default by Manager to Owner; provided, however, (i) if the default is not susceptible of cure within a thirty (30) day period; and, (ii) failure to cure the default within thirty (30) days would not expose Owner to an imminent and material risk of criminal liability or significant financial loss, the thirty (30) day cure period shall be extended if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure; provided, however, that in no event shall such cure period exceed ninety (90) days in the aggregate; (d) A Transfer by Manager in violation of Article 11; (i) The admitted insolvency of Manager, or Manager’s failure generally to pay its debts as such debts become due; (ii) a general assignment or similar arrangement by Manager for the benefit of its creditors; (iii) the filing by Manager of a petition for relief under applicable bankruptcy, insolvency, or similar debtor relief laws; (iv) the filing of a petition for relief under applicable bankruptcy, insolvency or similar debtor relief laws by any Person against Manager which is consented to by Manager or if not consent to by Manager, Manager’s failure to vacate any order approving an involuntary petition within ninety (90) days from the date of entry thereof; (v) the appointment or petition for appointment of a receiver, custodian, trustee or liquidator to oversee all or any substantial part of Manager’s assets or the conduct of its business; (vi) any action by Manager for dissolution of its operations; or, (vii) any other similar proceedings in any relevant jurisdiction affecting Manager; (f) A failure by Manager to perform any of the other covenants, duties or obligations set forth in this Agreement that has, or if left uncured will have, a material adverse effect on the Operation of the Managed Facilities or the rights and obligations of Owner and that is not cured within thirty (30) days after delivery of notice of such default by Owner to Manager; provided, however, if failure to cure the default within thirty (30) days would not expose Owner to an imminent and material risk of criminal liability or significant financial loss, the thirty (30) day cure period shall be extended if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure but in no event shall such cure period exceed ninety (90) days in the aggregate; (g) If Manager fails to obtain, loses or is unable to renew any gaming license or any other Approval required to operate the Casino during the term of this Agreement (excluding any such failure, loss or non-renewal that is caused by Owner) or Manager’s non-compliance with or breach of any term of this Agreement that results in any such failure, loss or non-renewal and such Approval is not reinstated within thirty (30) days; (h) From and after the Effective Date, if at any time during the Term, Manager, its Parent Companies or any Equity Owner of such Parent Companies becomes a Prohibited Person; provided, however, Manager shall have the right to cure such default within thirty (30) days after delivery of notice of such default, which shall be extended if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure; provided, however, that in no event shall such cure period exceed the period established by any Gaming Authority or ninety (90) days if no such period is established by any Gaming Authority; (i) If Manager infringes on any Intellectual Property Right of Owner and fails to remedy such infringement to the satisfaction of Owner within thirty (30) days of notice thereof; (j) A failure by Manager to comply with all Applicable Laws that has, or if left uncured will have, a material adverse effect on the Operation of the Managed Facilities or the rights and obligations of Owner, including the Investment Certificate, and that is not cured within the lesser of (i) one hundred eighty (180) days; and, (ii) any cure period established by the applicable Governmental Authority; or (k) A violation by Manager or its Affiliate of Section 20.2 of this Agreement EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.4, IN NO EVENT SHALL MANAGER BE DEEMED IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAW SOLELY BY REASON OF (I) THE FAILURE OF THE FINANCIAL PERFORMANCE OF THE MANAGED FACILITIES TO MEET OWNER’S EXPECTATIONS, INCOME PROJECTIONS OR OTHER MATTERS INCLUDED IN THE BUSINESS PLAN); (II) THE ACTS OR OMISSIONS OF PERSONNEL, UNLESS SUCH ACTS OR OMISSIONS RESULTED FROM GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT COMMITTED BY MANAGER OR ITS AFFILIATES; (III) THE INSTITUTION OF LITIGATION OR THE ENTRY OF JUDGMENTS AGAINST OWNER OR THE MANAGED FACILITIES WITH RESPECT TO THE MANAGED FACILITIES’ OPERATIONS; OR, (IV) ANY OTHER ACTS OR OMISSIONS NOT OTHERWISE CONSTITUTING A DEFAULT OF MANAGER’S OBLIGATIONS UNDER THIS AGREEMENT.
Appears in 1 contract
Sources: Resort Management Agreement (Pinnacle Entertainment Inc.)
Manager Event of Default. The following actions or events With respect to Manager, it shall constitute a be an “Manager Event of Default” under this Agreementhereunder:
(a) 1. If Manager fails shall fail to make when due keep, observe or perform any monetary payment required by material agreement, term or provision of this Agreement to be made by Manager, unless the failure to make such payment is caused by the failure of Owner to make funding available to Manager as required under this Agreement or to reimburse Manager as provided in the Collaboration Agreement, and such failure by Manager default shall continue for more than sixty (60) days after Manager receives notice a period of such payment default from Owner, which notice shall be delivered to Manager at least thirty (30) days prior to the date requested for performance;
(b) A material failure of Manager to comply with the requirements of Section 6.4.4 of this Agreement and fails to remedy same within thirty (30) days;
(c) A material breach by Manager of any representation or warranty expressly set forth in this Agreement that has a materially adverse effect on the Operation of the Managed Facilities or the rights and obligations of Manager and that is not cured with thirty (30) days after delivery of notice of such default thereof shall have been given to Manager by Manager to Owner, which notice shall specify in detail the event or events constituting the default; provided, however, (i) if in the default is event such failure, other than a breach of laws or a monetary default, cannot susceptible of cure be cured within a such thirty (30) day period; and, (ii) failure to cure the default within thirty (30) days would not expose Owner to an imminent and material risk of criminal liability or significant financial loss, the thirty (30) day cure period shall be extended if but Manager commences to the cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence diligently prosecutes the same to completion, Manager shall have an additional thirty (30) days in which to complete such cure; provided, howeverfurther, that in no the event shall such cure period exceed ninety (90) days in the aggregate;
(d) A Transfer by Manager in violation of Article 11;
(i) The admitted insolvency of Manager, or Manager’s failure generally to pay its debts as such debts become due; (ii) a general assignment or similar arrangement by Manager for the benefit of its creditors; (iii) the filing breach by Manager of a petition its obligations under Section I(D)(4) Manager’s right to cure the same shall be subject to any negative regulatory proceedings being stayed pending appeal such that the continuing licensure of the Facility is not jeopardized while Manager exercises its cure rights hereunder; or
2. If Manager shall (A) apply for relief under applicable bankruptcy, insolvency, or similar debtor relief laws; (iv) the filing of a petition for relief under applicable bankruptcy, insolvency or similar debtor relief laws by any Person against Manager which is consented to by Manager or if not consent to by Managerthe appointment, Manager’s failure to vacate any order approving an involuntary petition within ninety (90) days from the date of entry thereof; (v) the appointment or petition for appointment of a receiver, custodian, trustee or liquidator to oversee of Manager of all or any a substantial part of Manager’s assets or the conduct of its business; (vi) any action by Manager for dissolution of its operations; orassets, (viiB) any other similar proceedings in any relevant jurisdiction affecting Manager;
(f) A failure by Manager to perform any be the subject of the other covenants, duties an involuntary bankruptcy or obligations set forth in this Agreement that has, or if left uncured will have, a material adverse effect on the Operation of the Managed Facilities or the rights and obligations of Owner and that receivership proceeding which is not cured within thirty (30) days after delivery of notice of such default by Owner to Manager; provided, however, if failure to cure the default within thirty (30) days would not expose Owner to an imminent and material risk of criminal liability set aside or significant financial loss, the thirty (30) day cure period shall be extended if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure but in no event shall such cure period exceed ninety (90) days in the aggregate;
(g) If Manager fails to obtain, loses or is unable to renew any gaming license or any other Approval required to operate the Casino during the term of this Agreement (excluding any such failure, loss or non-renewal that is caused by Owner) or Manager’s non-compliance with or breach of any term of this Agreement that results in any such failure, loss or non-renewal and such Approval is not reinstated within thirty (30) days;
(h) From and after the Effective Date, if at any time during the Term, Manager, its Parent Companies or any Equity Owner of such Parent Companies becomes a Prohibited Person; provided, however, Manager shall have the right to cure such default within thirty (30) days after delivery of notice of such default, which shall be extended if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure; provided, however, that in no event shall such cure period exceed the period established by any Gaming Authority or ninety (90) days if no such period is established by any Gaming Authority;
(i) If Manager infringes on any Intellectual Property Right of Owner and fails to remedy such infringement to the satisfaction of Owner terminated within thirty (30) days of notice thereof;
filing, (jC) A failure by Manager file a voluntary petition in bankruptcy, or admit in writing its inability to comply pay its debts as they become due, (D) make a general assignment for the benefit of creditors or (E) file a petition or an answer seeking reorganization or arrangement with all Applicable Laws that hascreditors or taking advantage of any insolvency law, or if left uncured will havean order, judgment or decree shall be entered by a material adverse effect court of competent jurisdiction, on the Operation application of the Managed Facilities a creditor, adjudicating Manager a bankrupt or the rights and obligations insolvent or approving a petition seeking reorganization of OwnerManager, including the Investment Certificateor appointing a receiver, and that is not cured within the lesser trustee or liquidator of (i) one hundred eighty (180) days; andManager, (ii) any cure period established by the applicable Governmental Authority; or of all or a substantial part of its assets or
(k) A violation by Manager or its Affiliate of Section 20.2 of this Agreement EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.4, IN NO EVENT SHALL MANAGER BE DEEMED IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAW SOLELY BY REASON OF (I) THE FAILURE OF THE FINANCIAL PERFORMANCE OF THE MANAGED FACILITIES TO MEET OWNER’S EXPECTATIONS, INCOME PROJECTIONS OR OTHER MATTERS INCLUDED IN THE BUSINESS PLAN); (II) THE ACTS OR OMISSIONS OF PERSONNEL, UNLESS SUCH ACTS OR OMISSIONS RESULTED FROM GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT COMMITTED BY MANAGER OR ITS AFFILIATES; (III) THE INSTITUTION OF LITIGATION OR THE ENTRY OF JUDGMENTS AGAINST OWNER OR THE MANAGED FACILITIES WITH RESPECT TO THE MANAGED FACILITIES’ OPERATIONS; OR, (IV) ANY OTHER ACTS OR OMISSIONS NOT OTHERWISE CONSTITUTING A DEFAULT OF MANAGER’S OBLIGATIONS UNDER THIS AGREEMENT.
Appears in 1 contract
Sources: Management Services Agreement
Manager Event of Default. The following actions or events shall constitute a an “Manager Event of Default” by Manager under this Agreement:
(a) Manager fails to make when due any monetary payment required by this Agreement to be 17.1.1 Any material misrepresentation made by Manager, unless the failure to make such payment is caused by the failure of Owner to make funding available to Manager as required under this Agreement or to reimburse Manager as provided in the Collaboration Agreement, and such failure by Manager shall continue for more than sixty (60) days after Manager receives notice of such payment default from Owner, which notice shall be delivered to Manager at least thirty (30) days prior to the date requested for performance;
(b) A material failure of Manager to comply with the requirements of Section 6.4.4 of this Agreement and fails to remedy same within thirty (30) days;
(c) A material breach by Manager of any representation or warranty expressly set forth in this Agreement that has a materially adverse effect on the Operation of the Managed Facilities or the rights and obligations of Manager and that is not cured with thirty (30) days after delivery of notice of such default by Manager to Owner; provided, however, (i) if the default is not susceptible of cure within a thirty (30) day period; and, (ii) failure to cure the default within thirty (30) days would not expose Owner to an imminent and material risk of criminal liability or significant financial loss, the thirty (30) day cure period shall be extended if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure; provided, however, that in no event shall such cure period exceed ninety (90) days in the aggregateAuthority under this Agreement;
(d) A Transfer by Manager in violation of Article 11;
(i) The admitted insolvency of Manager, or Manager’s failure generally to pay its debts as such debts become due; (ii) a general assignment or similar arrangement by Manager for the benefit of its creditors; (iii) the filing by Manager of a petition for relief under applicable bankruptcy, insolvency, or similar debtor relief laws; (iv) the filing of a petition for relief under applicable bankruptcy, insolvency or similar debtor relief laws by any Person against Manager which is consented to by Manager or if not consent to by Manager, Manager’s failure to vacate any order approving an involuntary petition within ninety (90) days from the date of entry thereof; (v) the appointment or petition for appointment of a receiver, custodian, trustee or liquidator to oversee all or any substantial part of Manager’s assets or the conduct of its business; (vi) any action by Manager for dissolution of its operations; or, (vii) any other similar proceedings in any relevant jurisdiction affecting Manager;
(f) A failure 17.1.2 Failure by Manager to perform make any of the other covenants, duties or obligations set forth payment in this Agreement that has, or if left uncured will have, a material adverse effect on the Operation of the Managed Facilities or the rights full when due hereunder and obligations of Owner and that is not cured within thirty (30) days after delivery of notice of such default by Owner to Manager; provided, however, if failure to cure the default within thirty (30) days would not expose Owner to an imminent and material risk of criminal liability or significant financial loss, the thirty (30) day cure period shall be extended if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure but in no event shall such cure period exceed ninety (90) days in the aggregate;
(g) If Manager fails to obtain, loses or is unable to renew any gaming license or any other Approval required to operate the Casino during the term of this Agreement (excluding any such failure, loss or non-renewal that is caused by Owner) or Manager’s non-compliance with or breach of any term of this Agreement that results in any such failure, loss or non-renewal and such Approval is not reinstated within thirty (30) days;
(h) From and after the Effective Date, if at any time during the Term, Manager, its Parent Companies or any Equity Owner of such Parent Companies becomes a Prohibited Person; provided, however, Manager shall have the right to cure such default within thirty (30) days Days after receipt of written notice of such non-payment by Manager;
17.1.3 A failure by the Manager to promptly and fully keep, comply with, or perform any promise, covenant, term, condition or other non-monetary obligation or duty of the Manager contained in this Agreement, other than those obligations or matters set forth in Section 17.1 that set forth different cure periods or expressly deny any right to cure, and the failure to cure such default within sixty (60) Days after delivery of written notice of such defaultfailure;
17.1.4 A failure by the Manager to promptly and fully perform any obligation or duty, or to comply with any restriction, of Manager contained in this Agreement concerning assignment or transfer, whether directly or indirectly, of the Manager’s rights or interests herein, which shall be extended if is not remedied by the Manager commences within fifteen (15) Days following receipt of notice thereof from the Authority’s Director.
17.1.5 A failure by the Manager to provide or maintain the insurance coverage required pursuant to this Agreement, including any material non-compliance with said requirements, and the failure to cure the such default within five (5) Days following receipt of written notice of such thirty failure from the Authority’s Director; or, if said noncompliance is non-material, the failure to remedy said non-compliance within twenty (3020) day period Days following the furnishing of written notice to the Manager by the Authority’s Director;
17.1.6 Manager’s failure to continuously provide Concession Operations after notice of a second instance of such failure has been given within the preceding twelve (12) months;
17.1.7 The material default of the Manager under any other agreement it may presently have or may enter into with the Authority or any Manager of the Authority with respect to ▇▇▇▇▇▇▇▇▇ Place, and thereafter proceeds with reasonable diligence the failure to complete such cure; provided, however, cure said default within any applicable cure period. Manager acknowledges and agrees that in no event shall case of an Event of Default under this Agreement the Authority also may declare a default under any future such cure period exceed the period established by any Gaming Authority or ninety (90) days if no such period is established by any Gaming Authorityagreements;
(i) If 17.1.8 Upon the Manager infringes on making a general assignment for the benefit of creditors, or if the Manager is unable to pay its debts as they become due or becomes the subject
17.1.9 By or pursuant to, or under authority of any Intellectual Property Right legislative act, resolution or rule, or any order of Owner and fails to remedy such infringement to decree of any court or governmental board, agency or officer, a receiver, trustee, custodian, liquidator or other similar official shall take possession or control of all or substantially all of the satisfaction property of Owner Manager, which is not vacated, discharged or removed within thirty (30) days of Days after notice thereofthereof from the Director;
(j) A failure by Manager to comply 17.1.10 The dissolution of the Manager;
17.1.11 Upon becoming a merged corporation in a merger or a constituent corporation in a consolidation without the prior written approval of the Authority: provided, nothing contained herein shall prohibit, limit or in any manner interfere with all Applicable Laws that hasthe public trading of the publicly traded stock of Manager;
17.1.12 Upon the filing of a lien against ▇▇▇▇▇▇▇▇▇ Place, the Authority, the Food Service Areas, or if left uncured will haveany portion thereof, a material adverse effect on the Operation because of the Managed Facilities or the rights and obligations relating to any act or omission of Owner, including the Investment Certificate, and that is not cured within the lesser of (i) one hundred eighty (180) days; and, (ii) any cure period established by the applicable Governmental Authority; or
(k) A violation by Manager or its Affiliate subcontractors, and said lien is not discharged within thirty (30) Days after receipt of Section 20.2 notice or other knowledge thereof by Manager, unless Manager shall within the aforesaid thirty (30) Days after receipt of notice post a bond or other security acceptable to the Authority’s Director, so that no lien attaches, to protect the interests of the Authority;
17.1.13 A violation of law that results in a guilty plea, a plea of nolo contendere, or conviction of a criminal offense, by Manager, or any of its directors, officers, partners or key management employees relating to this Agreement, and which may threaten, in the reasonable judgment of the Authority’s Director, the performance of this Agreement EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.4in accordance with its terms;
17.1.14 Any voluntary or involuntary sale, IN NO EVENT SHALL MANAGER BE DEEMED IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAW SOLELY BY REASON OF assignment, transfer, conveyance, pledge or encumbrance of any of the ownership interests of Manager, or the sale or creation of any additional ownership interests in Manager which does not conform to the terms of this Agreement, provided, nothing contained herein shall prohibit, limit or in any manner interfere with the public trading of the publicly traded stock of Manager;
17.1.15 Manager’s failure to maintain the quality of service, business hours, or the prices, portions or quality of food required hereunder, and such failure shall continue for more than thirty (I30) THE FAILURE OF THE FINANCIAL PERFORMANCE OF THE MANAGED FACILITIES TO MEET OWNER’S EXPECTATIONSDays after written notice from the Authority’s Director to correct such failure; and
17.1.16 Manager’s failure to comply promptly with the terms of any citation issued by the City of Chicago or other regulatory agency for violations of health, INCOME PROJECTIONS OR OTHER MATTERS INCLUDED IN THE BUSINESS PLAN); (II) THE ACTS OR OMISSIONS OF PERSONNEL, UNLESS SUCH ACTS OR OMISSIONS RESULTED FROM GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT COMMITTED BY MANAGER OR ITS AFFILIATES; (III) THE INSTITUTION OF LITIGATION OR THE ENTRY OF JUDGMENTS AGAINST OWNER OR THE MANAGED FACILITIES WITH RESPECT TO THE MANAGED FACILITIES’ OPERATIONS; OR, (IV) ANY OTHER ACTS OR OMISSIONS NOT OTHERWISE CONSTITUTING A DEFAULT OF MANAGER’S OBLIGATIONS UNDER THIS AGREEMENT.food
Appears in 1 contract