Common use of RCI's Right of Termination Clause in Contracts

RCI's Right of Termination. Without prejudice to any other rights of termination RCI may have under this Agreement, RCI may terminate its participation in this Agreement with respect to any or all of the Resorts listed in Recital B: 7.2.1 immediately upon written notice to the Affiliate and the Association in the event the Affiliate or Association: (a) become insolvent as defined in the Uniform Commercial Code or makes an assignment for the benefit of its creditors; (b) initiates a proceeding, whether voluntarily or involuntarily, under any chapter or part of the Federal Bankruptcy Code; (c) is a ▇▇▇▇▇ to a proceeding for the reorganization or for the adjustment of any of its debts under any act or law, for the relief of debtors now or hereafter existing; (d) has a receiver or trustee appointed for it or for a substantial part of any of its assets; or (e) is a party to any proceeding seeking its dissolution or its full or partial liquidation; 7.2.2 immediately upon written notice to the Affiliate and the Association if any Reseller commits any act or omission which would constitute a breach of this Agreement if committed by Affiliate or Association which, if capable of remedy, has not been remedied within thirty (30) days of notice from RCI; 7.2.3 immediately upon written notice to the Affiliate and the Association if Affiliate or Association transfers a controlling interest in the Resort without RCI's prior written consent; 7.2.4 immediately upon written notice to the Affiliate and the Association if Affiliate or Association attempts to assign or sublicense all or any portion of its rights and duties under this Agreement without RCI's prior written approval; 7.2.5 immediately upon written notice to the Affiliate and the Association if Affiliate or Association is in fundamental or material breach of a term of this Agreement or engages in fraudulent, deceptive or dishonest conduct in connection with this Agreement (whether or not capable of remedy); 7.2.6 upon written notice to Affiliate or Association of not less than six (6) months in the event Affiliate or Association enters into any agreement or arrangement other than with RCI that provides for internal or external exchange services to Purchasers. In any event, Affiliate or Association agrees to provide RCI with ninety (90) days written notice prior to entering into such agreement or arrangement; 7.2.7 immediately upon written notice to Affiliate or Association if any representation or warranty contained herein is not true at the time it is made or considered reaffirmed; 7.2.8 immediately upon written notice to Affiliate or Association if any representation or warranty contained herein ceases to be true during the term of this Agreement and any renewals thereto; and 7.2.9 as provided for elsewhere in this Agreement.

RCI's Right of Termination. Without prejudice to any other rights of termination RCI may have under this Agreement, RCI may terminate its participation in this Agreement with respect to any or all of the Resorts listed in Recital B: 7.2.1 immediately upon written notice to the Affiliate and the Association in the event the Affiliate or Association: : (a) become becomes insolvent as defined in the Uniform Commercial Code or makes an assignment for the benefit of its creditors; (b) initiates a proceeding, whether voluntarily or involuntarily, under any chapter or part of the Federal Bankruptcy Code; (c) is a ▇▇▇▇▇ party to a proceeding for the reorganization or for the adjustment of any of its debts under any act or law, for the relief of debtors now or hereafter existing; (d) has a receiver or trustee appointed for it or for a substantial part of any of its assets; or (e) is a party to any proceeding seeking its dissolution or its full or partial liquidation; 7.2.2 immediately upon written notice to the Affiliate and the Association if any Reseller commits any act or omission which would constitute a breach of this Agreement agreement if committed by Affiliate or Association which, if capable of remedy, has not been remedied within thirty (30) days of notice from RCI; 7.2.3 immediately upon written notice to the Affiliate and the Association if Affiliate or the Association transfers a controlling interest in the Resort without RCI's prior written consent; 7.2.4 immediately upon written notice to the Affiliate and the Association if Affiliate or the Association attempts to assign or sublicense all or any portion of its rights and duties under this Agreement without RCI's prior written approval; 7.2.5 immediately upon written notice to the Affiliate and the Association if Affiliate or the Association is in fundamental or material breach of a term of this Agreement or engages in fraudulent, deceptive or dishonest conduct in connection with this Agreement (whether or not capable of remedy); 7.2.6 upon written notice to Affiliate or Association of not less than six (6) months in the event Affiliate or the Association enters into any agreement or arrangement other than with RCI that provides for internal or external exchange services to Purchasersowners of Timeshare Interests in the Resort. In any event, Affiliate or Association agrees to provide RCI with ninety (90) days written notice prior to entering into such agreement or arrangement; 7.2.7 immediately upon written notice to Affiliate or Association if any representation or warranty contained herein is not true at the time it is made or considered reaffirmed; 7.2.8 immediately upon written notice to Affiliate or Association if any representation or warranty contained herein ceases to be true during the term of this Agreement and any renewals thereto; and 7.2.9 as provided for elsewhere in this Agreement.