Manager Termination Sample Clauses

Manager Termination. Manager may terminate this Agreement by providing written notice to Owners in the event that: (i) Manager in good faith determines that insufficient funds have been made available to Manager or Owners (including pursuant to the Approved Budget (subject to any Permitted Variance)) to allow Manager to perform the Asset Management Services (solely for purposes of this clause (i), disregarding the application of Section 2.4(c)) in all material respects, or for any Owner to perform its obligations in all material respects under the Project Documents or the Loan Documents; provided, that Manager may not terminate this Agreement pursuant to this clause (i) unless Manager has delivered to Owners and the Administrative Agent written notice that the condition specified in this clause (i) exists, and the condition has not been cured within thirty days of delivery of such notice; provided further, however, that if the Manager in good faith determines that the condition specified in this clause (i) is reasonably likely to result in (x) an emergency threatening life, the environment, any material property of any third party, or, in any material respect, the physical assets and properties of Owners or (y) a material violation of applicable laws, regulations, codes, permits or licenses, then the thirty day cure period provided by the preceding proviso shall be reduced to three (3) Business Days; (ii) any Owner fails to perform any material obligation (other than any payment obligation) under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure within thirty (30) days after delivery by Manager to Owners and the Administrative Agent demanding such cure; (iii) any Owner fails to perform any payment obligation under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure to pay within three (3) Business Days after notice from Manager demanding such cure; or (iv) any representation or warranty of an Owner set forth in this Agreement shall prove to have been incorrect in any material respect when made and shall remain uncured or uncorrected for a period of fifteen (15) days after an officer of such Owner first obtained actual knowledge of such material inaccuracy or Owners first received a notice from Manager specifying such material inaccuracy and requiring it to be remedied; provided, however, that (x) a failure by an Owner to perform an...

Manager Termination. If (a) an Event of Default occurs and is continuing, (b) the Manager, Golf Manager or Spa Manager shall become bankrupt or insolvent or (c) a material default occurs under the Management Agreement, the Golf Management Agreement or the Spa Management Agreement beyond any applicable grace and cure periods, Issuers shall, at the request of Servicer on behalf of Trustee, terminate the Management Agreement, the Golf Management Agreement or the Spa Management Agreement and replace the Manager, Golf Manager or Spa Manager with a Qualified Manager, Qualified Golf Manager or Qualified Spa Manager pursuant to a Replacement Management Agreement, Replacement Golf Management Agreement or Replacement Spa Management Agreement, as applicable.

Manager Termination. Cedar shall have received a termination, in form reasonably satisfactory to Cedar (the "Manager Termination") of the management agreement, dated as of March 24, 1997, entered into with Tower Investments, Inc. ("Existing Property Manager"), duly executed by Existing Property Manager and the Owners to be dated as of the Closing Date.

Manager Termination. Subject to Section 7.4, if any Manager voluntarily terminates his or her employment with Acquisition for any reason or for no reason, the Company may elect, at its option, to repurchase all of the Common Stock owned by such Manager or the Manager Trust of which such Manager is the settlor or beneficiary. The Company's "call" option granted under this Section 7.3 shall be exercised by delivery of the Company Notice to such Manager within three hundred sixty (360) days from the date on which such Manager voluntarily terminated his or her employment with Acquisition. The "call" price of the Common Stock shall be an amount equal to the greater of (i) one-half of the Fair Market Value or (ii) two-thirds of the Cost; provided, however, if the Manager executes a Manager Noncompetition Agreement at the Closing, the "call" price shall be an amount equal to the Fair Market Value. The Closing for the Company's purchase of the shares of Common Stock held by a Manager or Manager Trust pursuant to this Section 7.3 shall occur no later than sixty (60) days following the date of the exercise of the "call" option by the Company.

Manager Termination. Buyer shall have received a termination (the "Manager Termination and Release") of the management agreement entered into with Calarese Development Corporation ("Existing Property Manager") duly ▇▇▇▇▇▇▇▇ by Existing Property Manager and Seller to be dated as of the Closing Date. The Manager Termination and Release shall be substantially in the form set forth in Exhibit Q annexed hereto.

Manager Termination. For each Property, written evidence of the termination of the existing property management agreement and leasing agreement with respect to such Property (other than, in the case of the OKC Properties, the existing leasing agreement, provided that the New Property Manager shall be solely responsible for all fees, commissions and other amounts to be paid under or with respect to such existing leasing agreement from and after Closing) and the release by the manager and leasing agent under such terminated agreement of all claims against the applicable Property Owner (the “Manager Terminations”).

Manager Termination. The Manager may terminate this Agreement upon 90 days written notice to the Producer.

Manager Termination. 41 Section 6.01. Manager Events of Termination......................................................... 41

Manager Termination. Manager shall have the right to terminate this Agreement prior to the end of any Term, by written notice to Company, stipulating the intended date of termination, upon the occurrence of any one of the following events: (i) in the event of a Company Default (defined herein); (ii) any grossly negligent or intentional or willful misconduct by Company; (iii) any Federal enforcement action described in Section 21 against Company; (iv) any change or revocation of State or local law, or any adverse change in the enforcement policies of the Federal government pertaining to the grow or cultivation of recreational or medicinal cannabis which shall have the effect of prohibiting the legal operation of the Grow Facilities; (v) Company’s failure to maintain its Grow License in good standing resulting in revocation of its Grow License.