Actions To Be Taken on Termination. The Parties shall take the following actions upon the expiration or termination of this Agreement pursuant to this Section 16 or otherwise pursuant to this Agreement (in addition to the rights of the non-defaulting Party to pursue all other remedies available to it under this Agreement if such termination is due to an Event of Default):
Actions To Be Taken on Termination. Upon termination of this Agreement for any reason, the parties covenant and agree to comply with the provisions of this Section 4.5, which shall expressly survive termination of this Agreement. The provisions set forth in this Section 4.5 shall not be deemed to impair the rights of the nondefaulting party to pursue any other remedies available under applicable law.
4.5.1 Except in connection with a termination of this Agreement based upon an Event of Default by Westin, any and all reasonably and actually incurred out of pocket expenses arising as a result of such termination or as a result of the cessation of Resort operations shall be for the sole account of Owner, and Owner shall reimburse Westin within thirty (30) days after receipt of any invoice or invoices from Westin, for any reasonably and actually incurred expenses, including those arising from or in connection with the termination of those Resort Personnel employed by Westin with severance benefits calculated according to Westin’s policies applicable to employees of Westin and according to Westin’s policies applicable generally to employees of Westin Managed Hotels, reasonably and actually incurred by Westin in the course of effecting the termination of this Agreement or the cessation of Resort operations; provided that such terminated Resort Personnel are not otherwise employed by Westin or an Affiliate of Westin.
4.5.2 Within thirty (30) days after termination, Owner shall pay Westin the then-unpaid portion of the Marketing Fee for the balance of the Operating Year in which the termination occurs (except in connection with a termination of this Agreement based upon an Event of Default by Westin, in which event only the portion of the Marketing Fee accrued through the date of termination shall be payable), and all then-unpaid Management Fees (including any accrued but unpaid portion of the Base Fee) and Central Reservations Fees accrued through the date of termination and all outstanding unpaid Reimbursable Expenses due Westin under the terms of this Agreement. Owner shall not have or exercise any rights of setoff with respect to such payment or payments.
4.5.3 Westin shall peacefully vacate and surrender the Resort to Owner promptly upon Owner’s written request that Westin do so.
4.5.4 Westin shall purchase from Owner in cash, at the cost paid by the Resort for such supplies, all unbroken cases of hotel equipment and operating supplies bearing only the identification of Westin then on hand at t...
Actions To Be Taken on Termination. Upon a Termination of this Agreement with respect to any one or more of the Inns, the following shall be applicable:
A. Management Company shall prepare a final accounting statement with respect to such Inn or Inns, as more particularly described in Section 9.01 hereof, dated as of the date of Termination. Within thirty (30) days of the receipt by Owner of such final accounting statement, the parties will make whatever cash adjustments are necessary pursuant to such final statement. The cost of preparing such final accounting statement shall be a Deduction, unless the Termination occurs as a result of a default by either party, in which case the defaulting party shall pay such cost.
B. Management Company shall release and transfer to Owner any of Owner's funds which are held or controlled by Management Company with respect to such Inn or Inns.
C. Management Company shall make available to Owner such books, records and other documents respecting such Inn or Inns (including those from prior years, subject to Management Company's reasonable records retention policies) as will be needed by Owner to prepare the accounting statements, in accordance with the Uniform System of Accounts, for such Inn or Inns for the year in which the Termination occurs and for any subsequent year.
D. Management Company shall (to the extent permitted by law) assign to Owner or to the new manager all operating licenses and permits for such Inn or Inns which have been issued in Management Company's name; provided that if Management Company has expended any of its own funds in the acquisition of any of such licenses or permits, Owner shall reimburse Management Company therefor if it has not done so already.
E. Appropriate adjustments shall be made regarding the application of this Agreement to any remaining Inns, such as, but not limited to, those adjustments described in Section 19.
Actions To Be Taken on Termination. Upon any termination of this Agreement pursuant to this Article IV, the following shall be applicable:
a. The Financial Statements required pursuant to Section 2.4(c) shall be prepared as of the date of such Termination, with all costs and expenses thereof to be borne by the defaulting Party.
b. Within thirty (30) days after the delivery of the Financial Statements referred to in Section 4.3(a), Westboy shall pay Manager all fees and other payments earned or due under the terms and provisions of this Agreement.
c. Manager shall peacefully vacate and surrender the Hotels to Westboy.
d. Manager shall purchase from Westboy, for a purchase price equal to fair market value, but not exceeding cost, all unbroken cases of Operating Supplies then on hand at the Hotels or ordered or purchased and which bear the identification of Manager. Notwithstanding the provisions of Section 10.2(b), Westboy may continue to use in connection with the Hotels any and all items of Operating Supplies or other products or items then on hand bearing the identification of Manager which are not repurchased by Manager or Westboy, but shall not reorder any such items.
e. Manager shall assign and transfer to Westboy:
(i) all Westboy's books and records respecting the Hotels in the custody and control of Manager, including but not limited to those provided for in Section 2.4; and
(ii) all Manager's right, title and interest in and to all liquor, restaurant and other licenses and permits, if any, used by Manager in the operation of the Hotels; provided, however, that if Manager has expended any of its own funds in the acquisition of such licenses or permits, Westboy shall reimburse Manager therefor if Westboy requests such assignment and transfer of such licenses and permits.
f. Manager shall release and transfer to Westboy any of Westboy's funds held or controlled by Manager, including any funds in any Hotel bank accounts.
Actions To Be Taken on Termination. Upon a Termination of this Agreement with respect to any one or more of the Inns, the following shall be applicable:
A. Manager shall prepare a final accounting statement with respect to such Inn or Inns, as more particularly described in Section 8.01 hereof, dated as of the date of Termination. Within thirty (30) days of the receipt by Lessee of such final accounting statement, the parties will make whatever cash adjustments are necessary pursuant to such final statement. The cost of preparing such final accounting statement shall be a Deduction, unless the Termination occurs as a result of a default by either party, in which case the defaulting party shall pay such cost.
B. Manager shall release and transfer to Lessee any of Lessee's funds which are held or controlled by Manager with respect to such Inn or Inns.
C. Manager shall make available to Lessee such books and records respecting such Inn or Inns (including those from prior years, subject to Manager's reasonable records retention
Actions To Be Taken on Termination. Upon termination of this Agreement for any reason, the following shall be applicable (in addition to and without limitation of, the rights of the non-defaulting Party to pursue all other remedies available to it under applicable law): Upon termination of this Agreement, each Party shall pay to the other all amounts owed under this Agreement. Reference is made to Article 7 hereof relating to the obligations of the parties with respect to the severing of shared technology services.
Actions To Be Taken on Termination. On any termination of this Agreement, the following shall be applicable:
(i) Within thirty (30) days after the termination of this Agreement, WPCS shall reimburse WWC for all payments due to it under the terms of this Agreement;
(ii) WWC shall promptly deliver to WPCS all of the books and records of WPCS and its Subsidiaries and Joint Ventures in the custody and control of WWC; and
(iii) WWC shall enter into any license requested by WPCS under Section 6(b) hereof. Any termination of this Agreement will be without prejudice to or limitation of any right or obligation of WWC or WPCS accrued prior to the effective date of such termination or, subject
Actions To Be Taken on Termination. Upon Termination of this Agreement for any reason, the following shall be applicable (in addition to and without limitation of, the rights of the non-defaulting Party to pursue all other remedies available to it under Legal Requirement):
Actions To Be Taken on Termination. Upon termination of this Agreement for any reason, the Agent shall deliver the following to the Owner's duly appointed agent on or before ten (10) days following the termination date:
a. A final accounting, reflecting the balance of income, expenses, assets and liabilities for the Facility as of the date of termination;
b. Any balance or moneys due to the Owner or tenant security deposits, or both, held by the Agent with respect to the Facility; and
c. Originals of the records, contracts, drawings, leases, correspondence, receipts for deposits, unpaid bills, summary of all leases in existence at the time of termination, and other papers or documents which pertain to the Facility. Such data and information and all such documents shall at all times be the property of the Owner, subject to the right of the Agent to photocopy same. Any fees and amounts due the Agent at termination shall be paid simultaneously with delivery of items set forth in Sections (a), (b) and (c) immediately above together with a termination expense fee of $1,000.00.
Actions To Be Taken on Termination. Upon the expiration or termination of this Agreement for any reason, Manager and Owner shall cooperate with each other to effect an orderly transition of management and supervisory functions for the Venues from Manager to Owner or to any successor manager designated by Owner (including, without limitation, executing all documents and instruments reasonably necessary to transfer, subject to Applicable Law, to Owner or its nominee all governmental permits and licenses held by Manager necessary to operate the Venues). No termination of this Agreement (or election not to terminate this Agreement) shall be deemed a waiver of any claim or right to any payment, the obligation for which shall have accrued prior to termination, nor any claim or remedy arising out of the circumstances giving rise to termination right hereunder. The Parties shall take the following actions upon the expiration or termination of this Agreement:
