Manager Termination Event Sample Clauses

POPULAR SAMPLE Copied 1 times
Manager Termination Event. The occurrence of any of the following events shall constitute a “Manager Termination Event” under this Agreement:
View Source
Manager Termination Event. The occurrence of any of the following events shall constitute a “Manager Termination Event” under this Agreement: (a) the Manager shall fail to make when due any payment or deposit required pursuant to the terms of this Agreement and such condition continues unremedied for thirty (30) days; (b) the Manager shall fail to carry and maintain (or cause to be carried and maintained) insurance with respect to the Owner Cars in accordance with the requirements of this Agreement for a period of more than thirty (30) days from the earlier to occur of (A) an Authorized Officer of the Manager obtaining actual knowledge of such failure and (B) receipt of written notice by an officer of Manager of such failure; (c) the Manager (a) commences a voluntary case under any applicable law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such law, (b) consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of the Manager or for all or substantially all of the property and assets of the Manager or (c) effects any general assignment for the benefit of creditors, admits in writing its inability to pay its debts generally as they come due, voluntarily suspends payment of its obligations or becomes insolvent; (d) Manager shall breach any covenant (to the extent not otherwise addressed in this Section 13.1), agreement or statement made by the Manager in this Agreement or in any notice or other document, certificate or statement delivered by it pursuant hereto (including any Monthly Report) or in connection herewith or therewith, the breach or nonperformance of which is reasonably likely have a material and adverse effect on the Owner, including on the Owner’s ability to satisfy its obligations hereunder or under the Indenture, and (where capable of remedy)
View SourceView Similar (3)
Manager Termination Event. Without limiting or removing any other termination rights that Manager may have under this Agreement (other than as the result of an Event of Default), Manager shall have the right to terminate this Agreement if any of the following events occur (each, a “Manager Termination Event”): (a) Owner or any of its respective Affiliates (i) is denied, fails or is otherwise unable to obtain or fulfill the requirements of any Gaming Approvals required for the continued ownership of the Casino or (ii) directly or indirectly causes the (A) denial, (B) threatened denial, (C) loss, (D) threatened loss, and/or (E) termination of, any Gaming Approval or any other license, permit or approval of Manager with respect to the continued operation or management of the Casino or anywhere in the world or any act or omission of Owner or its Affiliate adversely affects the current status of Manager or its respective Affiliates with any gaming commission, board or similar governmental or regulatory agency and such adverse impact continues for thirty (30) days (or such shorter time as required to avoid such adverse impact) after written notice is received by Owner from Manager; (b) any act or omission by Owner or for any reason not caused by the act or omission of Manager that causes the suspension for a period in excess of thirty (30) days, or any withdrawal or revocation of any material governmental license or permit (including liquor but excluding gaming licenses) required for Owner’s or Manager’s performance of its obligations under this Agreement or the operation of the Hotel in accordance with the terms hereof; or (c) Owner (including without limitation any Mortgagee in connection with a sale in foreclosure) transfers the Resort to a Prohibited Transferee. Notwithstanding anything to the contrary in this Agreement, Manager’s right to terminate this Agreement under clauses (a) through (b) above shall in no way limit Manager’s right to exercise against Owner any rights and remedies available to Manager under this Agreement or (subject to the provisions of this Agreement) at law or in equity.
View Source
Manager Termination Event. Manager may terminate this Agreement if any of the following occurs (each, a "Manager Termination Event"): (a) if for any reason the Hotel is not ready to open to the general public under the Brand Name by September 30, 2016 subject to any extensions as a result of (a) a Force Majeure Event or (b) delays primarily caused by Manager, provided, however, that in no event shall such date be extended beyond the Outside Conversion Date unless due to delays primarily caused by Manager; (b) for any reason not caused by the act or omission of Manager or a Force Majeure Event, any required licenses for the sale of alcoholic beverages are at any time suspended, terminated or revoked for sixty or more consecutive days, or if, for any reason not caused by the act or omission of Manager or a Force Majeure Event, the right to serve alcoholic beverages in the Hotel is otherwise suspended for sixty or more consecutive days; (c) a Mortgagee acquires title to the Hotel, through a foreclosure, a deed in lieu of foreclosure, or otherwise, in a manner not permitted under the applicable subordination, non-disturbance and attornment agreement; (d) any event occurs or state of facts exist with respect to the ownership or management of the Hotel that in Manager's opinion would adversely affect any gaming license or application for gaming license of Manager or its Affiliates anywhere in the world or the current status of Manager or any of its Affiliates with any gaming commission, board or similar governmental or regulatory agency; Double Tree Resort by Hilt▇▇ ▇▇▇▇▇▇ ▇▇▇ch Oceanfront - MA (e) Manager has a termination right under Section 7.09.6; or (f) Manager has a termination right under Sections 8.02 or 8.03. A Manager Termination Event shall not constitute a breach of this Agreement.
View Source
Manager Termination Event. A Manager Termination Event (other than pursuant to clause (vi) or (vii) of Section 5.2 of the Management and Operating Agreement) shall have occurred and be continuing and an Eligible Manager shall not have been appointed within sixty (60) days of the date of the occurrence of such event.
View Source
Manager Termination Event 
View SourceView Similar (3)

Related to Manager Termination Event

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.