Common use of Termination by Owner for Cause Clause in Contracts

Termination by Owner for Cause. This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof upon written notice to Property Manager effective immediately for any of the following causes: (a) If Property Manager shall suspend or discontinue business; (b) If a court shall enter a decree or order for relief in respect of Property Manager in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Property Manager or for any substantial part of its property, or for the winding‑up, dissolution or liquidation of its affairs, and such decree or order shall continue unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoing; (c) If Property Manager shall commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Property Manager or for any substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of any of its obligations under this Agreement, unless such default is cured with thirty (30) days after written notice of such default is given to Property Manager, or, if not curable within thirty (30) days, commenced within such thirty (30) days and diligently prosecuted to completion.

Termination by Owner for Cause. This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof upon written notice to Property Manager effective immediately for any of the following causes: (a) If Property Manager shall suspend or discontinue business; (b) If a court shall enter a decree or order for relief in respect of Property Manager in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Property Manager or for any substantial part of its property, or for the winding‑upwinding-up, dissolution or liquidation of its affairs, and such decree or order shall continue unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoing; (c) If Property Manager shall commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Property Manager or for any substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of any of its obligations under this Agreement, unless such default is cured with thirty (30) days after written notice of such default is given to Property Manager, or, if not curable within thirty (30) days, commenced within such thirty (30) days and diligently prosecuted to completion.

Termination by Owner for Cause. This Agreement may be terminated by Owner (or the Property Manager Agent may be required by Owner to change its personnel assigned as Property Manager Agent for the Property) at any time during the term hereof upon written notice to Property Manager Agent effective immediately for any of the following causes: (a) If Property Manager Agent shall suspend or discontinue business; (b) If a court shall enter a decree or order for relief in respect of Property Manager Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Property Manager Agent or for any substantial part of its property, or for the winding‑upwinding-up, dissolution or liquidation of its affairs, and such decree or order shall continue unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager Agent shall consent to any of the foregoing; (c) If Property Manager Agent shall commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Property Manager Agent or for any substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager Agent is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager Agent commits any other material default in the performance of any of its obligations under this Agreement, unless such default is cured with thirty (30) days after written notice of such default is given to Property ManagerAgent, or, if not curable within thirty (30) days, commenced within such thirty (30) days and diligently prosecuted to completion.

Termination by Owner for Cause. This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager "for the Property) cause" at any time during the term hereof upon Term if the Event of Default is not cured within sixty (60) days' written notice to FCMI, or on such later date of termination as may be stated in Owner's notice. In the event of a termination for cause, Property Manager effective immediately shall be entitled, as its sole and exclusive remedy, to receive such earned and unpaid Management Fees and fees for Extraordinary Services as may remain, if any, after Owner has offset any damages or other amounts owed to Owner by FCMI. The following shall constitute an Event of the following causesDefault: (ai) If Property Manager shall suspend FCMI fails to use commercially reasonable efforts to cooperate with Owner, the Leasing Agent or discontinue businessany third party brokers in connection with Shopping Center leasing; (bii) If FCMI breaches its duty to Owner to operate, manage and promote the Shopping Center in Owner's best interest; (iii) If FCMI, subject to fire, earthquake, acts of God, and other events beyond the control of FCMI (which shall not include financial inability), and subject to the performance by tenants of their obligations under their leases, fails to maintain the operating assets of the Shopping Center in good working order or repair and to keep the Shopping Center properly clean and free of debris based upon the approved Shopping Center Budget and the operational plan; (iv) If FCMI suspends or discontinues business, or is enjoined, restrained or in any way prevented by court order from conducting all or a substantial part of its regular business activities; (v) If a court shall enter enters a decree or order for relief in respect of Property Manager FCMI in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, federal or state or foreign bankruptcy, insolvency or other similar law, or appoint appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) official of Property Manager FCMI or for any substantial part of its FCMI's property, or for the winding‑up, dissolution winding-up or liquidation of its FCMI's affairs, and such decree or order shall continue continues unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoingdays; (cvi) If Property Manager shall commence FCMI commences a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy bankruptcy, insolvency or other similar law, or consent consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator (or other similar official) official of Property Manager FCMI or for any substantial part of its FCMI's property, or make makes any assignment for the benefit of creditors, or admit in writing that it is unable, or fail fails generally to pay its debts as such debts become due, or take takes any action in furtherance of any of the foregoing; (dvii) If Property Manager is grossly negligent FCMI fails to observe or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of perform any of its material obligations under this Agreement, unless and such default is cured with thirty failure continues for sixty (3060) days after written notice thereof has been given by Owner to FCMI; provided, however, that if the breach is of such default is given to Property Managera nature which cannot be corrected, orcured or remedied, if not curable within thirty no sixty (3060) days, commenced within such thirty day cure period shall be required and Owner's termination shall be effective one hundred twenty (30120) days and diligently prosecuted upon notice (or on the later date stated in such notice); (viii) If any fraud is perpetrated by FCMI, or if any representation or warranty of FCMI made in this Agreement or in any proposal, application, financial statement or other writing delivered by FCMI at any time pursuant to completion.this Agreement proves to have been incorrect, incomplete or misleading in any adverse material respect when made; and (ix) If FCMI is at any time no longer affiliated with Forest City Enterprises, Inc.

Termination by Owner for Cause. This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof Term upon written notice to Property Manager General Contractor effective immediately immediately, or on such later date of termination as may be stated in Owner's notice, for any of the causes set forth in this Section 11.2. In the event of a termination for cause, General Contractor shall be entitled, as its sole and exclusive remedy, to receive such earned and unpaid Building Management Fees and other applicable fees as may remain, if any, after Owner has offset any damages or other amounts owed to Owner by General Contractor. The following causesshall constitute grounds for termination by Owner for cause: (a) If Property General Contractor fails to cooperate with Owner, Contract Manager or any other parties in connection with leasing at the Building; b) If General Contractor commingles any funds related to the Building with any other funds of General Contractor, or uses any assets of the Building for purposes unrelated to operations of the Building; c) If General Contractor breaches its duty to Owner to operate and manage the Building in Owner's best interest; d) If General Contractor, subject to fire, earthquake, acts of God, and other events beyond the control of General Contractor (which shall suspend not include financial inability), and subject to the performance by Tenants of their obligations under their leases, fails to maintain the operating assets of the Building in good working order or discontinue repair and to keep the Building properly clean and free of debris, snow and ice; e) If General Contractor suspends or discontinues business; (bf) If a court shall enter enters a decree or order for relief in respect of Property Manager General Contractor in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, federal or state or foreign bankruptcy, insolvency or other similar law, or appoint appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) official of Property Manager General Contractor or for any substantial part of its General Contractor’s property, or for the winding‑up, dissolution winding-up or liquidation of its General Contractor’s affairs, and such decree or order shall continue continues unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoingdays; (cg) If Property Manager shall commence General Contractor commences a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy bankruptcy, insolvency or other similar law, or consent consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator (or other similar official) official of Property Manager General Contractor or for any substantial part of its General Contractor's property, or make makes any assignment for the benefit of creditors, or admit in writing that it is unable, or fail fails generally to pay its debts as such debts become due, or take takes any action in furtherance of any of the foregoing; (dh) If Property Manager is grossly negligent General Contractor fails to observe or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of perform any of its material obligations under this Agreement, unless and such default failure continues for ten (10) days after written notice thereof has been given by Owner to General Contractor; provided, however, that if the breach is of a nature which cannot be corrected, cured with or remedied, no ten (10) day cure period shall be required and Owner's termination shall be effective immediately upon notice (or on the later date stated in such notice); i) If any fraud is perpetrated by General Contractor, or if any representation or warranty of General Contractor made in this Agreement or in any proposal, application, financial statement or other writing delivered by General Contractor at any time pursuant to this Agreement proves to have been incorrect, incomplete or misleading in any material respect when made; and j) If the Property Manager departs or is removed and is not replaced within thirty (30) days after written notice of by a new person with equal or better qualifications, taking into account such default factors as expertise, overall supervisory management, experience in the area in which the Building is given located, reputation and such other factors as Owner may deem relevant, and who is otherwise acceptable to Property Manager, or, if not curable within thirty (30) days, commenced within such thirty (30) days Owner in its sole and diligently prosecuted to completionabsolute discretion.

Termination by Owner for Cause. This The Owner may terminate this Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof upon delivery of written notice to Property Manager the Leasing Agent not less than thirty (30) days prior to the effective immediately for date of termination, in any one or more of the following causescircumstances: (ai) If Leasing Agent fails to reasonably cooperate with Owner or any brokers which are a party to a proposed transaction in connection with the leasing of space in the Property Manager shall suspend or discontinue business;the sale of the Property or in the granting of a mortgage secured by the Property; or (bii) If Leasing Agent commingles any funds derived from the leasing of the Property with any other funds of Leasing Agent or an Affiliate; or (iii) If a court having jurisdiction over Leasing Agent shall (i) enter a decree or order for relief in respect of Property Manager Leasing Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, federal or state or foreign bankruptcy, insolvency or other similar law, or (ii) appoint a receiver, liquidator, assignee, custodian, trustee, trustee or sequestrator (or similar official) of Property Manager Leasing Agent or for any substantial part of its property, or for the winding‑up, dissolution winding-up or liquidation of its affairs, and which continues to be in effect ninety (90) days after the entry of such decree or order shall continue unstayed and in effect for a period or the making of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoing;such appointment; or (civ) If Property Manager Leasing Agent shall (i) commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or (ii) consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator sequestrate (or other similar official) of Property Manager Leasing Agent or for any substantial part of its property, or (iii) make any assignment for the benefit of creditors, or admit in writing that it is unable, or (iv) fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (ev) If Property Manager commits any other material default in the performance of Leasing Agent shall fail to observe or perform any of its obligations under this Agreement, unless such default which failure is not cured with within thirty (30) days after written notice by the Owner to the Leasing Agent specifying the nature of such default is given to Property Managerthe failure, orprovided, however, if the Leasing Agent has commenced to cure the failure, but is not curable within thirty (30) days, commenced completed within such thirty (30) period, Leasing Agent shall have such additional period of time as shall be reasonably necessary for such cure to be completed; or (vi) If any fraud, crime, malfeasance or misfeasance is perpetrated by Leasing Agent or any employee, officer or agent of Leasing Agent in connection with the performance of the Management Services provided that, in the case of any such action by an employee or agent of Leasing Agent (but not by an officer of Leasing Agent), Leasing Agent shall have the right to cure said default by compensating Owner in full for all consequences of said fraud, crime, malfeasance or misfeasance within thirty (30) days and diligently prosecuted after any officer of Leasing Agent becomes aware of said occurrence; provided, however, if the Leasing Agent has commenced to completioncure the failure, but is not completed within such thirty (30) day period, Leasing Agent shall have such additional period of time as shall be reasonably necessary for such cure to be completed; or (vii) In the event of a casualty which damages all or a material portion of the Property; or (viii) In the event of a condemnation affecting all or a material portion of the Property; or (ix) If Leasing Agent’s real estate brokerage license shall be suspended or revoked. In the event of a termination of this Agreement pursuant to this Section 6.1, Leasing Agent shall be entitled to receive only the Leasing Commissions earned to the effective date of termination as set forth in 6.1 hereof, but no other consideration, compensation, payment or damages.

Termination by Owner for Cause. This Agreement may be terminated by Owner (or the Property Manager Agent may be required by Owner to change its personnel assigned as Property Manager Agent for the Property) at any time during the term hereof upon written notice to Property Manager Agent effective immediately for any of the following causes: (a) If Property Manager Agent shall suspend or discontinue business; (b) If a court shall enter a decree or order for relief in respect of Property Manager Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Property Manager Agent or for any substantial part of its property, or for the winding‑up, dissolution or liquidation of its affairs, and such decree or order shall continue unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager Agent shall consent to any of the foregoing; (c) If Property Manager Agent shall commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Property Manager Agent or for any substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager Agent is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager Agent commits any other material default in the performance of any of its obligations under this Agreement, unless such default is cured with thirty (30) days after written notice of such default is given to Property ManagerAgent, or, if not curable within thirty (30) days, commenced within such thirty (30) days and diligently prosecuted to completion.

Termination by Owner for Cause. This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof Term upon written notice to Property Manager effective immediately immediately, or on such later date of termination as may be stated that in Owner’s notice, for any of the following causes“Events of Default”: (a) 10.2.1 If Property Manager shall suspend suspends or discontinue permanently discontinues business; (b) 10.2.2 If a court shall enter enters a decree or order for relief in respect of Property Manager in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, federal or state or foreign bankruptcy, insolvency or other similar law, law or appoint appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) official of Property Manager or for any substantial part of its Property Manager’s property, or for the winding‑up, dissolution winding-up or liquidation of its Property Manager’s affairs, and such decree or order shall continue continues unstayed and in effect for a period of sixty (60) 90 consecutive days or if Property Manager shall consent to any of the foregoingdays; (c) 10.2.3 If Property Manager shall commence commences a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy bankruptcy, insolvency or other similar law, or consent consents to the appointment of or taking possession by a receiver, liquidator, assigneecustodian, trustee, custodian, sequestrator (or other similar official) official of Property Manager or for any substantial part of its Property Manager’s property, or make makes any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) 10.2.4 If Property Manager is grossly negligent fails to observe or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of perform any of its material obligations under this Agreement, unless and such default failure continues for 30 days after written notice thereof has been given by Owner to Property Manager; provided, however, that if the breach is of a nature which cannot reasonably be corrected, cured with or remedied within such 30 day period, no Event of Default shall be deemed to have occurred if Property Manager commences cure within such 30 day period and thereafter diligently pursues such cure to completion; or 10.2.5 If any intentional fraud is perpetrated by Property Manager or if any representation or warranty of Property Manager made in this Agreement or in any proposal, application, financial statement or other writing delivered by Property Manager at any time pursuant to this Agreement proves to have been incorrect, incomplete or misleading in any material respect when made; 10.2.6 If any of the following occurs: (a) The departure of the person primarily responsible for supervising the day-to-day operations of Property Manager if not replaced within thirty (30) days after written notice of by a new person with equal or better qualifications, taking into account such default factors as expertise, overall supervisory management experience in the market in which the Property is given located, reputation and such other factors as Owner may deem relevant, and who is otherwise acceptable to Owner in its sole and absolute discretion; or 10.2.7 If Property Manager fails to cooperate with Owner, Manager, Broker or any third party brokers in connection with Property leasing; 10.2.8 If Property Manager, without the prior written consent of Owner, directs a prospective tenant for the Property to another building owned, managed or leased by Property Manager or an Affiliate of Property Manager without first (a) providing Owner with the name of the prospect, (b) showing the prospect the Property and (c) making a specific lease proposal to the prospect with respect to leasing space in the Property, whether or not the prospect becomes a tenant of such other building; 10.2.9 If Property Manager, without the prior written consent of Owner, discusses with an existing tenant of the Property (a) the possibility of the tenant leasing space in another building owned, managed or leased by Property Manager or an Affiliate of Property Manager or (b) makes a specific lease proposal to such existing tenant with respect to leasing space in any such other building without providing Owner with a reasonable prior opportunity to make a competing proposal to the tenant with respect to keeping the tenant in the Property, whether or not the tenant becomes a tenant of such other building; 10.2.10 If Property Manager commingles any Property-related funds with any other funds of Property Manager, or uses any Property assets for purposes unrelated to Property operations; or 10.2.11 If Property Manager breaches its duty to Owner to operate and manage the Property in Owner’s reasonable interest. In the event Owner terminates this Agreement pursuant to the provisions of Sections 10.2.1 through 10.2.11, if not curable within thirty (30) daysinclusive, commenced within such thirty (30) days Property Manager shall be entitled, as its sole and diligently prosecuted exclusive remedy, to completionreceive all Management Fees earned and unpaid as of the date of termination.