Common use of Manager Termination Event Clause in Contracts

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)

Manager Termination Event. The occurrence of any Each of the following events shall constitute a “Manager Termination Event” under this Agreement”, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or non-governmental body or otherwise: (a) the Manager shall fail fail, (i) within two (2) Business Days after the date the same is due, to make when due deliver a Manager’s Report to Supply, any payment Back-up Manager and the Agent or deposit required pursuant (ii) within two (2) Business Days after receipt thereof, to remit or cause to be remitted to the terms related Co-Issuer Collection Account, or such other account as directed by Supply (with the consent of this Agreement and such condition continues unremedied for thirty (30) daysthe Agent), any License Income or other Collections received by the Manager; (b) default in the performance, or breach, of any covenant of the Manager shall fail to carry in this Supply Management Agreement (not referenced in clause (a) above), and maintain (continuance of such default or cause to be carried and maintained) insurance with respect to the Owner Cars in accordance with the requirements of this Agreement breach for a period of more than five (5) Business Days; (c) a failure of any representation or warranty of the Manager in this Supply Management Agreement to be complete, true and correct as and when made; (d) either (i) the filing of an involuntary case in respect of the Manager under the federal bankruptcy laws, as not or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, with no dismissal of such filing for a period of thirty (30) days from or (ii) the earlier to occur entry of (A) an Authorized Officer a decree or order for relief by a court having jurisdiction in respect of the Manager obtaining actual knowledge of such failure and (B) receipt of written notice by in an officer of Manager of such failure; (c) the Manager (a) commences a voluntary involuntary case under any applicable law relating to bankruptcythe federal bankruptcy laws, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law as now or hereafter in effect, or consents any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Manager or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Manager or any assignee or successor to the entry Manager or substantially all of an order for relief in any involuntary the business of the Manager; (e) the commencement by the Manager of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any such other present or future federal or state bankruptcy, insolvency or similar law, (b) consents or the consent by the Manager to the appointment of or taking possession by a receiver, liquidator, examinerassignee, assigneetrustee, custodian, trustee, sequestrator or other similar official of the Manager or for all any substantial part of its property or substantially all of the property and assets of making by the Manager or (c) effects any general of an assignment for the benefit of creditors, admits in writing its inability creditors or the failure by the Manager generally to pay its debts generally as they come due, voluntarily suspends payment such debts become due or the taking 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 action by the Manager in this Agreement furtherance of any of the foregoing; (f) (i) either (A) a final non-appealable judgment shall be entered by any court against the Manager for the payment of money the uninsured portion of which, together with the uninsured portion of all other outstanding final non-appealable judgments against the Manager, exceeds $250,000 in the aggregate, or (B) a warrant of attachment or execution or similar process shall be issued or levied against any of the Manager’s $250,000 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 Indentureaggregate, and (where capable ii) if, within thirty (30) days after the entry, issue or levy thereof, such judgment, warrant or process shall not have been paid or discharged or a bond satisfactory to the related court shall not have been posted; (g) the Manager shall cease to carry on, or be enjoined, restrained or in way prevented by the order of remedy)any Governmental Authority from conducting, any material part of the business of the Manager; (h) the occurrence of an Event of Default under, and as defined in, the Security Agreement; (i) any report of material adverse findings from the SEC, any other regulatory body or Governmental Authority, or independent counsel in connection with an investigation, that either (i) may materially impair, or has materially impaired, the value of Assets or (ii) results, directly or indirectly in the delisting of NexCen Brand’s stock from the NASDAQ stock market;

Manager Termination Event. The occurrence of any Each of the following events shall constitute a “Manager Termination Event” under this Agreement”, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or non-governmental body or otherwise: (a) the Manager shall fail fail, (i) within two (2) Business Days after the date the same is due, to make when due deliver a Manager’s Report to Manufacturing, any payment Back-up Manager and the Agent or deposit required pursuant (ii) within two (2) Business Days after receipt thereof, to remit or cause to be remitted to the terms related Co-Issuer Collection Account, or such other account as directed by Manufacturing (with the consent of this Agreement and such condition continues unremedied for thirty (30) daysthe Agent), any License Income or other Collections received by the Manager; (b) default in the performance, or breach, of any covenant of the Manager shall fail to carry in this Supply Management Agreement (not referenced in clause (a) above), and maintain (continuance of such default or cause to be carried and maintained) insurance with respect to the Owner Cars in accordance with the requirements of this Agreement breach for a period of more than thirty five (305) 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 failureBusiness Days; (c) a failure of any representation or warranty of the Manager in this Supply Management Agreement to be complete, true and correct as and when made; (ad) commences either (i) the filing of an involuntary case in respect of the Manager under the federal bankruptcy laws, as not or hereafter in effect, or any other present or future period of thirty (30) consecutive days or (ii) the entry of a voluntary decree or order for relief by a court having jurisdiction in respect of the Manager in an involuntary case under any applicable law relating to bankruptcythe federal bankruptcy laws, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law as now or hereafter in effect, or consents any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Manager or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Manager or any assignee or successor to the entry Manager or substantially all of an order for relief in any involuntary the business of the Manager; (e) the commencement by the Manager of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any such other present or future federal or state bankruptcy, insolvency or similar law, (b) consents or the consent by the Manager to the appointment of or taking possession by a receiver, liquidator, examinerassignee, assigneetrustee, custodian, trustee, sequestrator or other similar official of the Manager or for all any substantial part of its property or substantially all of the property and assets of making by the Manager or (c) effects any general of an assignment for the benefit of creditors, admits in writing its inability creditors or the failure by the Manager generally to pay its debts generally as they come due, voluntarily suspends payment such debts become due or the taking 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 action by the Manager in this Agreement furtherance of any of the foregoing; (f) (i) either (A) a final non-appealable judgment shall be entered by any court against the Manager for the payment of money the uninsured portion of which, together with the uninsured portion of all other outstanding final non-appealable judgments against the Manager, exceeds $250,000 in the aggregate, or (B) a warrant of attachment or execution or similar process shall be issued or levied against any of the Manager’s $250,000 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 Indentureaggregate, and (where capable ii) if, within thirty (30) days after the entry, issue or levy thereof, such judgment, warrant or process shall not have been paid or discharged or a bond satisfactory to the related court shall not have been posted; (g) the Manager shall cease to carry on, or be enjoined, restrained or in way prevented by the order of remedy)any Governmental Authority from conducting, any material part of the business of the Manager; (h) the occurrence of an Event of Default under, and as defined in, the Security Agreement; (i) any report of material adverse findings from the SEC, any other regulatory body or Governmental Authority, or independent counsel in connection with an investigation, that either (i) may materially impair, or has materially impaired, the value of Assets or (ii) results, directly or indirectly in the delisting of NexCen Brand’s stock from the NASDAQ stock market;