Common use of Manager Event of Default Clause in Contracts

Manager Event of Default. With respect to Manager, it shall be an “Event of Default” hereunder: 1. If Manager shall fail to keep, observe or perform any material agreement, term or provision of this Agreement, and such default shall continue for a period of thirty (30) days after notice thereof shall have been given to Manager by Owner, which notice shall specify in detail the event or events constituting the default; provided, however, in the event such failure, other than a breach of laws or a monetary default, cannot be cured within such thirty (30) day period but Manager commences the cure within such thirty (30) day period and diligently prosecutes the same to completion, Manager shall have an additional thirty (30) days in which to complete such cure; provided, further, that in the event of a breach by Manager of 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 or consent to the appointment, receiver, trustee or liquidator of Manager of all or a substantial part of its assets, (B) be the subject of an involuntary bankruptcy or receivership proceeding which is not set aside or terminated within thirty (30) days of filing, (C) file a voluntary petition in bankruptcy, or admit in writing its inability to 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 creditors or taking advantage of any insolvency law, or if an order, judgment or decree shall be entered by a court of competent jurisdiction, on the application of a creditor, adjudicating Manager a bankrupt or insolvent or approving a petition seeking reorganization of Manager, or appointing a receiver, trustee or liquidator of Manager, or of all or a substantial part of its assets or

Manager Event of Default. With respect to Manager, it The following actions or events shall be an constitute a “Manager Event of Default” hereunderunder this Agreement: 1. If (a) Manager shall fail fails to keepmake when due any monetary payment required by this Agreement to be made by Manager, observe 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 perform any material agreement, term or provision of this to reimburse Manager as provided in the Collaboration Agreement, and such default 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 period 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 thereof shall have been given of such default by Manager to Manager by Owner, which notice shall specify in detail the event or events constituting the default; provided, however, in (i) if the event such failure, other than default is not susceptible of cure within a breach of laws or a monetary default, cannot be cured within 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 but shall be extended if Manager commences to cure the cure default within such thirty (30) day period and diligently prosecutes the same to completion, Manager shall have an additional thirty (30) days in which thereafter proceeds with reasonable diligence to complete such cure; provided, furtherhowever, that in no event shall such cure period exceed ninety (90) days in the event 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 breach general assignment or similar arrangement by Manager for the benefit of its creditors; (iii) the filing by Manager of its obligations a petition for relief under Section I(D)(4applicable 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 right failure to cure vacate any order approving an involuntary petition within ninety (90) days from the same shall be subject to any negative regulatory proceedings being stayed pending appeal such that date of entry thereof; (v) the continuing licensure appointment or petition for appointment of the Facility is not jeopardized while Manager exercises its cure rights hereunder; or 2. If Manager shall (A) apply for or consent to the appointmenta receiver, receivercustodian, trustee or liquidator of Manager of to oversee all or a any substantial part of Manager’s assets or the conduct of its assetsbusiness; (vi) any action by Manager for dissolution of its operations; or, (Bvii) be any other similar proceedings in any relevant jurisdiction affecting Manager; (f) A failure by Manager to perform any of the subject 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 an involuntary bankruptcy the Managed Facilities or receivership proceeding which the rights and obligations of Owner and that is not set aside 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 terminated 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 filing, notice thereof; (Cj) file a voluntary petition in bankruptcy, or admit in writing its inability A failure by Manager to 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 comply with creditors or taking advantage of any insolvency lawall Applicable Laws that has, or if an orderleft uncured will have, judgment or decree shall be entered by a court of competent jurisdiction, material adverse effect on the application Operation of a creditorthe Managed Facilities or the rights and obligations of Owner, adjudicating 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 a bankrupt or insolvent or approving a petition seeking reorganization its Affiliate of ManagerSection 20.2 of this Agreement EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.4, or appointing a receiverIN 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, trustee or liquidator of ManagerINCOME PROJECTIONS OR OTHER MATTERS INCLUDED IN THE BUSINESS PLAN); (II) THE ACTS OR OMISSIONS OF PERSONNEL, or of all or a substantial part of its assets orUNLESS 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.