Common use of Termination and Nonrenewal Clause in Contracts

Termination and Nonrenewal. 17.1 Triggering Events for Termination or Nonrenewal. In addition to ----------------------------------------------- any other ground ARCO may have under the PMPA, and subject only to any necessary restrictions under applicable law, ARCO may terminate or nonrenew this Agreement upon any of the following triggering events: (a) Buyer's failure to exert good faith efforts to carry out the provisions of this Agreement following written notice to Buyer from ARCO of such failure and fifteen calendar days to cure such failure. (b) Unlawful, fraudulent or deceptive acts or practices or criminal misconduct by Buyer relevant to the operation of the Premises. (c) Declaration of bankruptcy by Buyer or judicial determination of insolvency of Buyer. (d) Subject to Paragraph 18.3 hereof the death or the prolonged severe physical or mental disability or disablement of Buyer (if Buyer is an individual). Buyer's majority shareholder (if Buyer is a corporation) or any of Buyer's general partners (if Buyer is a partnership) for at least three (3) months which renders Buyer unable to provide for the continued proper operation of the Premises. (e) The loss of Buyer's right to possess the Premises. (f) The condemnation or other taking, in whole or in part, of the Premises pursuant to the power of eminent domain. (g) The destruction of all or a substantial part of the Premises. (h) Buyer's failure to timely pay ARCO all sums to which ARCO is legally entitled. (i) Buyer's failure to operate the Premises for seven (7) consecutive calendar days, or any lesser period which constitutes an unreasonable period of time. (j) The willful adulteration, commingling, mislabeling or misbranding of Product or other violations by Buyer of the Marks. (k) Buyer's knowing failure to comply with federal, state or local laws or regulations relevant to the use or operation of the Premises. (1) The conviction of any felony involving moral turpitude or indictment for any criminal misconduct relevant to the operation of the Premises, of Buyer (if Buyer is an individual), Buyer's majority shareholder (if Buyer is a corporation) or any of Buyer's general partners (if Buyer is a partnership). (m) The determination by ARCO, made in good faith and in the normal course of business, to withdraw from the marketing of motor fuel through retail outlets in the relevant geographic market area in which the Premises are located. (n) The occurrence of any other event relevant to the relationship between the parties which makes termination or nonrenewal reasonable, including without limitation those set forth in Paragraph 17.2 below. (o) The breach by Buyer of any material provision of this Agreement, which Buyer hereby agrees includes (without limitation) (i) Buyer's failure to order and make available for sale quantities of each grade of Product which are sufficient to satisfy foreseeable customer demand, (ii) Buyer's failure to keep a detailed record of each delivery of Product to Buyer or make those records available to ARCO as provided in ▇▇▇▇▇▇▇▇▇ ▇, (▇▇▇) Buyer's failure to take any of the leak prevention and detection measures outlined in Paragraph 11, or (iv) any attempt by Buyer to assign any interest in this Agreement without ARCO's prior written consent. (p) If Buyer is a party with ARCO to a Loan Agreement or a Loan Agreement and Security Agreement and Related Promissory Note, and Buyer fails to cure any default under the foregoing Loan Agreement, Loan Agreement and Security Agreement and Promissory Note as requested, ARCO may terminate this Agreement.

Termination and Nonrenewal. 17.1 Triggering Events for Termination or Nonrenewal. In addition to ----------------------------------------------- any other ground ARCO may have under the PMPA, and subject only to any necessary restrictions under applicable law, ARCO may terminate or nonrenew this Agreement upon any of the following triggering events: (a) Buyer's failure to exert good faith efforts to carry out the provisions of this Agreement following written notice to Buyer from ARCO of such failure and fifteen calendar days to cure such failure. (b) Unlawful, fraudulent or deceptive acts or practices or criminal misconduct by Buyer relevant to the operation of the Premises. (c) Declaration of bankruptcy by Buyer or judicial determination of insolvency of Buyer. (d) Subject to Paragraph 18.3 hereof the death or the prolonged severe physical or mental disability or disablement of Buyer (if Buyer is an individual). Buyer's majority shareholder (if Buyer is a corporation) or any of Buyer's general partners (if Buyer is a partnership) for at least three (3) months which renders Buyer unable to provide for the continued proper operation of the Premises. (e) The loss of Buyer's right to possess the Premises. (f) The condemnation or other taking, in whole or in part, of the Premises pursuant to the power of eminent domain. (g) The destruction of all or a substantial part of the Premises. (h) Buyer's failure to timely pay ARCO all sums to which ARCO is legally entitled. (i) Buyer's failure to operate the Premises for seven (7) consecutive calendar days, or any lesser period which constitutes an unreasonable period of time. (j) The willful adulteration, commingling, mislabeling or misbranding of Product or other violations by Buyer of the Marks. (k) Buyer's knowing failure to comply with federal, state or local laws or regulations relevant to the use or operation of the Premises. (1l) The conviction of any felony involving moral turpitude or indictment for any criminal misconduct relevant to the operation of the Premises, of Buyer (if Buyer is an individual), Buyer's majority shareholder (if Buyer is a corporation) or any of Buyer's general partners (if Buyer is a partnership). (m) The determination by ARCO, made in good faith and in the normal course of business, to withdraw from the marketing of motor fuel through retail outlets in the relevant geographic market area in which the Premises are located. (n) The occurrence of any other event relevant to the relationship between the parties which makes termination or nonrenewal reasonable, including without limitation those set forth in Paragraph 17.2 below. (o) The breach by Buyer of any material provision of this Agreement, which Buyer hereby agrees includes (without limitation) (i) Buyer's failure to order and make available for sale quantities of each grade of Product which are sufficient to satisfy foreseeable customer demand, (ii) Buyer's failure to keep a detailed record of each delivery of Product to Buyer or make those records available to ARCO as provided in ▇▇▇▇▇▇▇▇▇ ▇, (▇▇▇) Buyer's failure to take any of the leak prevention and detection measures outlined in Paragraph 11, or (iv) any attempt by Buyer to assign any interest in this Agreement without ARCO's prior written consent. (p) If Buyer is a party with ARCO to a Loan Agreement or a Loan Agreement and Security Agreement and Related Promissory Note, and Buyer fails to cure any default under the foregoing Loan Agreement, Loan Agreement and Security Agreement and Promissory Note as requested, ARCO may terminate this Agreement.