Termination of this document. 25.1 This document will automatically terminate— (a) without notice to the Company, if the Casino Licence is— (i) surrendered; or (ii) cancelled; or (b) when the Casino Licence expires due to the effluxion of time. Such termination, however, does not affect the ability of either party to enforce a right which may have accrued to it under this document prior to such termination. 25.2 Subject to the Master Security Agreement, it shall be a contravention of a condition of the Casino Licence enabling the Authority to serve a notice on the Company pursuant to section 20(2) of the Casino Control Act if any of the following events occurs— (a) the Company commits a breach of any provision of this document and the State has given a notice ("Notice") to the Company detailing the particulars of the breach unless— (i) if the breach is capable of remedy— (A) it is remedied within the cure period allowed in the Notice (which shall not be less than 60 days) to the reasonable satisfaction of the State; or (B) the Company— (i) is diligently pursuing a course of action which could reasonably be expected to remedy the breach in a period of time reasonably acceptable to the State; and (ii) is making satisfactory progress with such course of action; or (ii) if the breach to which the Notice refers is not capable of remedy— (A) the Company is complying to the reasonable satisfaction of the State with any reasonable requirements of the State in relation to the breach or is attending to the reasonable redress of the prejudice arising from the breach, default or event in the manner specified in the Notice; or (B) the payment of damages constitutes in the reasonable opinion of the State proper redress and the required amount of damages is paid within 15 Business Days of the date for payment as specified in the Notice; (b) any of the following occurs and the Company does not within 10 Business Days of the occurrence of the event establish to the reasonable satisfaction of the State that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents— (i) a provisional liquidator or administrator is appointed to the Company; (ii) a Receiver is appointed to any of the Casino Assets; (iii) any Encumbrance becomes enforceable and the holder of the Encumbrance takes possession of any of the Casino Assets; (iv) a judgment is obtained against the Company and execution or other process of any Court or other authority is issued against or is levied or enforced upon any of the Casino Assets; (c) a liquidator is appointed to the Company; (d) prior to Completion, the Financiers terminate their obligations under the Facility Agreement, or otherwise permanently refuse to permit any further drawings under the Facility Agreement or the facilities provided or available under the Facility Agreement, and the Company does not within 20 Business Days of the occurrence of the event establish to the reasonable satisfaction of the Authority that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents; (e) a Notice of Intention pursuant to the Supplemental Development Agreement is given by the Developer under that agreement and is not withdrawn within 10 Business Days; (f) a Notice of Intention pursuant to the Contractor' s Deed is given by the Contractor under that agreement and is not withdrawn within 10 Business Days; (g) except with the prior consent in writing of the Authority the members resolve to wind up the Company; (h) the Site Lease is terminated or surrendered; (i) prior to Completion of the Melbourne Casino any one of the Temporary Casino Leases is terminated (other than by effluxion of time) or surrendered; (j) prior to the subscription by the Founding Shareholders for all the Shares for which they have agreed to subscribe under the Founding Shareholders Agreement, any of the following occurs and the Company does not within 10 Business Days after the State has given notice to the Company remedy the event or redress the prejudice arising from the event or establish to the reasonable satisfaction of the Authority that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents— (i) a Founding Shareholder fails to comply with any obligation to subscribe for Shares in accordance with the provisions of the Founding Shareholders Agreement; (ii) a Receiver, provisional liquidator, liquidator or administrator is appointed to a Sponsor; (iii) except with the prior consent in writing of the Authority the members resolve to wind up a Sponsor; (k) Shares having an aggregate subscription amount of $210 000 000 have not been subscribed for by the Licensing Date by persons other than the Founding Shareholders and within 10 Business Days of the Licensing Date the Company has not established to the reasonable satisfaction of the State that the Company will despite this be able to perform its obligations under the Transaction Documents. 25.3 The State may in its absolute discretion extend any time period referred to in clause 25.2. 25.4 Subject to clause 26, on termination of this document— (a) except as otherwise provided by this document all rights of the Company to, in or under this document will cease but without prejudice to the liability of any party in respect of any antecedent breach or default under this document or in respect of any indemnity or other payment obligation under this document; (b) all moneys owing or remaining unpaid (and whether actually or contingently) to the State will (to the extent not then due) become immediately due and payable and the Company must immediately pay all those moneys to the State; and (c) except as otherwise provided in this document or the Master Security Agreement, neither the Company nor any Sponsor or any other person will have any claim against the State or both with respect to any matter or thing in or arising out of this document and in particular, but without limiting the generality of the preceding paragraphs, the Company will have no claim to the repayment of all or any part of the Licensing Payment Amounts. 25.5 Without limiting the powers of the State under the Fixed and Floating Charge, if this document is terminated prior to Completion of the Temporary Casino Complex or the Melbourne Casino Complex and a Mortgagee does not agree to or does not Complete the Temporary Casino Complex or the Melbourne Casino Complex or both (as the case may be) in accordance with the Master Security Agreement or otherwise on terms approved by the State— (a) the State may Complete or arrange for the Completion of the Temporary Casino Complex or the Melbourne Casino Complex or both at the cost of the Company; and (b) any moneys expended by the State in or in connection with Completing or attempting to Complete the Temporary Casino Complex or the Melbourne Casino Complex or both, and the amount of any loss, damages or costs suffered or incurred by the Authority or the State as a result of the termination of this document or any event giving rise to the termination of this document, will be a debt due and payable by the Company to the State and the Company indemnifies the State against all those losses, damages or costs. 25.6 In the event that the State exercises its rights under clause 25.5 or otherwise to Complete the Melbourne Casino Complex or the Temporary Casino Complex or both, the State— (a) will do so in all material respects in accordance with the Design and Construction Programme, the Temporary Casino Complex Development Proposal and the Melbourne Casino Complex Development Proposal but subject to such variations as the State and the Financiers may agree; and (b) will be responsible as if the State were doing so as chargee under the Fixed and Floating Charge. 25.7 Interest will be payable by the Company to the State on all moneys expended by the State under clause 25.5 at the rate equal to the aggregate of the Bill Rate and 2% per annum on the first Business Day of each month and will accrue daily and be calculated monthly in arrears on the basis of the actual number of days elapsed and a 365 day year and added to the amount owing by the Company to the State and may be debited to any account of the Company with the State and itself accrue interest in accordance with this clause. 25.8 All moneys payable by the Company to the State under clause 25.5 and all interest payable under clause 25.7 must be paid by the Company to the State on demand.
Appears in 4 contracts
Sources: Casino Management Agreement, Casino Management Agreement, Casino Management Agreement
Termination of this document. 25.1 31.1 This document will automatically terminate—:
(a) without notice to the Company, Company if the Casino Licence is—:
(i) surrendered; or
(ii) cancelled; or
(b) when the Casino Licence expires due to the effluxion of time. Such termination, however, termination does not affect the ability of either party to enforce a right which may have accrued to it under this document prior to such termination.
25.2 31.2 Subject to the Master Security Agreement, it shall be a contravention of a condition of the Casino Licence enabling the Authority to serve a notice on the Company pursuant to section 20(2) of the Casino Control Act if any of the following events occurs—:
(a) the Company commits a breach of any provision of this document (other than clauses 32.1 and 32.2), and the State Authority has given a notice ("'Notice"') to the Company detailing the particulars of the breach unless—:
(i) if the breach is capable of remedy—:
(A) it is remedied within the cure period allowed in the Notice (which shall not be less than 60 days) days to the reasonable satisfaction of the StateAuthority; or
(B) the Company—:
(i) is diligently pursuing a course of action which could reasonably be expected to remedy the breach in a period of time reasonably acceptable to the StateAuthority; and
(ii) is making satisfactory progress with such course of action; or
(ii) if the breach to which the Notice refers is not capable of remedy—:
(A) the Company is complying to the reasonable satisfaction of the State Authority with any reasonable requirements of the State Authority in relation to the breach or is attending to the reasonable redress of the prejudice arising from the breach, default or event in the manner specified in the Notice; or
(B) the payment of damages constitutes in the reasonable opinion of the State Authority, as the case may be, proper redress and the required amount of damages is paid within 15 Business Days of the date for payment as specified in the Notice;
(b) any of the following occurs and the Company does not within 10 Business Days of the occurrence of the event establish to the reasonable satisfaction of the State that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents—
(i) a provisional liquidator or administrator is appointed to the Company;
(ii) a Receiver is appointed to any of the Casino Assets;
(iii) any Encumbrance becomes enforceable and the holder of the Encumbrance takes possession of any of the Casino Assets;
(iv) a judgment is obtained against the Company and execution or other process of any Court or other authority is issued against or is levied or enforced upon any of the Casino Assets;
(c) a liquidator is appointed to the Company;
(d) prior to Completion, the Financiers terminate their obligations under the Facility Agreement, or otherwise permanently refuse to permit any further drawings under the Facility Agreement or the facilities provided or available under the Facility Agreement, and the Company does not within 20 Business Days of the occurrence of the event establish to the reasonable satisfaction of the Authority that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents;
(e) a Notice of Intention pursuant to the Supplemental Development Agreement is given by the Developer under that agreement and is not withdrawn within 10 Business Days;
(f) a Notice of Intention pursuant to the Contractor' s Deed is given by the Contractor under that agreement and is not withdrawn within 10 Business Days;
(g) except with the prior consent in writing of the Authority the members resolve to wind up the Company;
(h) the Site Lease is terminated or surrendered;
(i) prior to Completion of the Melbourne Casino any one of the Temporary Casino Leases is terminated (other than by effluxion of time) or surrendered;
(j) prior to the subscription by the Founding Shareholders for all the Shares for which they have agreed to subscribe under the Founding Shareholders Agreement, any of the following occurs and the Company does not within 10 Business Days after the State has given notice to the Company remedy the event or redress the prejudice arising from the event or establish to the reasonable satisfaction of the Authority that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents—
(i) a Founding Shareholder fails to comply with any obligation to subscribe for Shares in accordance with the provisions of the Founding Shareholders Agreement;
(ii) a Receiver, provisional liquidator, liquidator or administrator is appointed to a Sponsor;
(iii) except with the prior consent in writing of the Authority the members resolve to wind up a Sponsor;
(k) Shares having an aggregate subscription amount of $210 000 000 have not been subscribed for by the Licensing Date by persons other than the Founding Shareholders and within 10 Business Days of the Licensing Date the Company has not established to the reasonable satisfaction of the State that the Company will despite this be able to perform its obligations under the Transaction Documents.
25.3 The State may in its absolute discretion extend any time period referred to in clause 25.2.
25.4 Subject to clause 26, on termination of this document—
(a) except as otherwise provided by this document all rights of the Company to, in or under this document will cease but without prejudice to the liability of any party in respect of any antecedent breach or default under this document or in respect of any indemnity or other payment obligation under this document;
(b) all moneys owing or remaining unpaid (and whether actually or contingently) to the State will (to the extent not then due) become immediately due and payable and the Company must immediately pay all those moneys to the State; and
(c) except as otherwise provided in this document or the Master Security Agreement, neither the Company nor any Sponsor or any other person will have any claim against the State or both with respect to any matter or thing in or arising out of this document and in particular, but without limiting the generality of the preceding paragraphs, the Company will have no claim to the repayment of all or any part of the Licensing Payment Amounts.
25.5 Without limiting the powers of the State under the Fixed and Floating Charge, if this document is terminated prior to Completion of the Temporary Casino Complex or the Melbourne Casino Complex and a Mortgagee does not agree to or does not Complete the Temporary Casino Complex or the Melbourne Casino Complex or both (as the case may be) in accordance with the Master Security Agreement or otherwise on terms approved by the State—
(a) the State may Complete or arrange for the Completion of the Temporary Casino Complex or the Melbourne Casino Complex or both at the cost of the Company; and
(b) any moneys expended by the State in or in connection with Completing or attempting to Complete the Temporary Casino Complex or the Melbourne Casino Complex or both, and the amount of any loss, damages or costs suffered or incurred by the Authority or the State as a result of the termination of this document or any event giving rise to the termination of this document, will be a debt due and payable by the Company to the State and the Company indemnifies the State against all those losses, damages or costs.
25.6 In the event that the State exercises its rights under clause 25.5 or otherwise to Complete the Melbourne Casino Complex or the Temporary Casino Complex or both, the State—
(a) will do so in all material respects in accordance with the Design and Construction Programme, the Temporary Casino Complex Development Proposal and the Melbourne Casino Complex Development Proposal but subject to such variations as the State and the Financiers may agree; and
(b) will be responsible as if the State were doing so as chargee under the Fixed and Floating Charge.
25.7 Interest will be payable by the Company to the State on all moneys expended by the State under clause 25.5 at the rate equal to the aggregate of the Bill Rate and 2% per annum on the first Business Day of each month and will accrue daily and be calculated monthly in arrears on the basis of the actual number of days elapsed and a 365 day year and added to the amount owing by the Company to the State and may be debited to any account of the Company with the State and itself accrue interest in accordance with this clause.
25.8 All moneys payable by the Company to the State under clause 25.5 and all interest payable under clause 25.7 must be paid by the Company to the State on demand.
Appears in 4 contracts
Sources: Casino Agreement, Casino Agreement, Casino Agreement
Termination of this document. 25.1 31.1 This document will automatically terminate—:
(a) without notice to the Company, Company if the Casino Licence is—:
(i) surrendered; or
(ii) cancelled; or
(b) when the Casino Licence expires due to the effluxion of time. 90 Amended by clause 3.6 of the Master Security Agreement dated 30 July 1997 91 Amended by clause 3.6 of the Master Security Agreement dated 30 July 1997 Such termination, however, termination does not affect the ability of either party to enforce a right which may have accrued to it under this document prior to such termination.
25.2 31.2 Subject to the Master Security Agreement, it shall be a contravention of a condition of the Casino Licence enabling the Authority to serve a notice on the Company pursuant to section 20(2) of the Casino Control Act if any of the following events occurs—:
(a) the Company commits a breach of any provision of this document (other than clauses 32.1 and 32.2), and the State Authority has given a notice ("'Notice"') to the Company detailing the particulars of the breach unless—:
(i) if the breach is capable of remedy—:
(A) it is remedied within the cure period allowed in the Notice (which shall not be less than 60 days) days to the reasonable satisfaction of the StateAuthority; or
(B) the Company—:
(i) is diligently pursuing a course of action which could reasonably be expected to remedy the breach in a period of time reasonably acceptable to the StateAuthority; and
(ii) is making satisfactory progress with such course of action; or
(ii) if the breach to which the Notice refers is not capable of remedy—:
(A) the Company is complying to the reasonable satisfaction of the State Authority with any reasonable requirements of the State Authority in relation to the breach or is attending to the reasonable redress of the prejudice arising from the breach, default or event in the manner specified in the Notice; or
(B) the payment of damages constitutes in the reasonable opinion of the State Authority, as the case may be, proper redress and the required amount of damages is paid within 15 Business Days of the date for payment as specified in the Notice;
(b) any of the following occurs and the Company does not within 10 Business Days of the occurrence of the event establish to the reasonable satisfaction of the State that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents—
(i) a provisional liquidator or administrator is appointed to the Company;
(ii) a Receiver is appointed to any of the Casino Assets;
(iii) any Encumbrance becomes enforceable and the holder of the Encumbrance takes possession of any of the Casino Assets;
(iv) a judgment is obtained against the Company and execution or other process of any Court or other authority is issued against or is levied or enforced upon any of the Casino Assets;
(c) a liquidator is appointed to the Company;
(d) prior to Completion, the Financiers terminate their obligations under the Facility Agreement, or otherwise permanently refuse to permit any further drawings under the Facility Agreement or the facilities provided or available under the Facility Agreement, and the Company does not within 20 Business Days of the occurrence of the event establish to the reasonable satisfaction of the Authority that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents;
(e) a Notice of Intention pursuant to the Supplemental Development Agreement is given by the Developer under that agreement and is not withdrawn within 10 Business Days;
(f) a Notice of Intention pursuant to the Contractor' s Deed is given by the Contractor under that agreement and is not withdrawn within 10 Business Days;
(g) except with the prior consent in writing of the Authority the members resolve to wind up the Company;
(h) the Site Lease is terminated or surrendered;
(i) prior to Completion of the Melbourne Casino any one of the Temporary Casino Leases is terminated (other than by effluxion of time) or surrendered;
(j) prior to the subscription by the Founding Shareholders for all the Shares for which they have agreed to subscribe under the Founding Shareholders Agreement, any of the following occurs and the Company does not within 10 Business Days after the State has given notice to the Company remedy the event or redress the prejudice arising from the event or establish to the reasonable satisfaction of the Authority that despite the occurrence of the event the Company will be able to perform its obligations under the Transaction Documents—
(i) a Founding Shareholder fails to comply with any obligation to subscribe for Shares in accordance with the provisions of the Founding Shareholders Agreement;
(ii) a Receiver, provisional liquidator, liquidator or administrator is appointed to a Sponsor;
(iii) except with the prior consent in writing of the Authority the members resolve to wind up a Sponsor;
(k) Shares having an aggregate subscription amount of $210 000 000 have not been subscribed for by the Licensing Date by persons other than the Founding Shareholders and within 10 Business Days of the Licensing Date the Company has not established to the reasonable satisfaction of the State that the Company will despite this be able to perform its obligations under the Transaction Documents.
25.3 The State may in its absolute discretion extend any time period referred to in clause 25.2.
25.4 Subject to clause 26, on termination of this document—
(a) except as otherwise provided by this document all rights of the Company to, in or under this document will cease but without prejudice to the liability of any party in respect of any antecedent breach or default under this document or in respect of any indemnity or other payment obligation under this document;
(b) all moneys owing or remaining unpaid (and whether actually or contingently) to the State will (to the extent not then due) become immediately due and payable and the Company must immediately pay all those moneys to the State; and
(c) except as otherwise provided in this document or the Master Security Agreement, neither the Company nor any Sponsor or any other person will have any claim against the State or both with respect to any matter or thing in or arising out of this document and in particular, but without limiting the generality of the preceding paragraphs, the Company will have no claim to the repayment of all or any part of the Licensing Payment Amounts.
25.5 Without limiting the powers of the State under the Fixed and Floating Charge, if this document is terminated prior to Completion of the Temporary Casino Complex or the Melbourne Casino Complex and a Mortgagee does not agree to or does not Complete the Temporary Casino Complex or the Melbourne Casino Complex or both (as the case may be) in accordance with the Master Security Agreement or otherwise on terms approved by the State—
(a) the State may Complete or arrange for the Completion of the Temporary Casino Complex or the Melbourne Casino Complex or both at the cost of the Company; and
(b) any moneys expended by the State in or in connection with Completing or attempting to Complete the Temporary Casino Complex or the Melbourne Casino Complex or both, and the amount of any loss, damages or costs suffered or incurred by the Authority or the State as a result of the termination of this document or any event giving rise to the termination of this document, will be a debt due and payable by the Company to the State and the Company indemnifies the State against all those losses, damages or costs.
25.6 In the event that the State exercises its rights under clause 25.5 or otherwise to Complete the Melbourne Casino Complex or the Temporary Casino Complex or both, the State—
(a) will do so in all material respects in accordance with the Design and Construction Programme, the Temporary Casino Complex Development Proposal and the Melbourne Casino Complex Development Proposal but subject to such variations as the State and the Financiers may agree; and
(b) will be responsible as if the State were doing so as chargee under the Fixed and Floating Charge.
25.7 Interest will be payable by the Company to the State on all moneys expended by the State under clause 25.5 at the rate equal to the aggregate of the Bill Rate and 2% per annum on the first Business Day of each month and will accrue daily and be calculated monthly in arrears on the basis of the actual number of days elapsed and a 365 day year and added to the amount owing by the Company to the State and may be debited to any account of the Company with the State and itself accrue interest in accordance with this clause.
25.8 All moneys payable by the Company to the State under clause 25.5 and all interest payable under clause 25.7 must be paid by the Company to the State on demand.
Appears in 1 contract
Sources: Casino Agreement