After Marriott Termination Notice Sample Clauses

After Marriott Termination Notice. Notwithstanding the provisions of Section 5.2.1, provided that and for so long as neither the Sunrise Member, SALI, SALMI, SDI, nor any of its or their Related Parties has obtained directly or indirectly any Marriott Management Rights or entered into any agreement pursuant to which it may obtain Marriott Management Rights, subject to the provisions of Sections 5.2.3, 5.2.4, 5.3 and 5.4, within twenty-five (25) days after the end of each calendar quarter from and after the date of delivery by the Sunrise Member to the AEW Member of a Marriott Termination Notice, the Manager shall distribute Distributable Cash with respect to such quarter to the Members in accordance with their respective Proportionate Shares. Notwithstanding the foregoing provisions of this Section 5.2.2, upon such time, if ever, that the Sunrise Member, SALI, SALMI, SDI or any of its or their Related Parties shall obtain directly or indirectly, any Marriott Management Rights, distributions of Distributable Cash shall again be made in accordance with and pursuant to Section 5.2.1 hereof and not this Section 5.2.2, effective as of the earlier of (i) date that the Sunrise Member, SALI, SALMI, SDI or any of its or their Related Parties executes any document, instrument, or agreement with respect to the exercise of Marriott Management Rights, or (ii) commences the performance of any services with respect to any Senior Housing Facilities which is subject to such Marriott Management Rights.
Sample 1
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After Marriott Termination Notice. Notwithstanding provisions of Section 5.3.1, provided that and for so long as neither the Sunrise Member, SALI, SALMI, SAI or any of its or their Related Parties has obtained, dixxxxxx xx indirectly, any Marriott Management Rights, subject to the provisions of Section 5.2, as soon as reasonably practicable (but in any event within thirty (30) days) after the closing of any Capital Transaction which occurs after the date that the Sunrise Member gives the AEW Member a Marriott Termination Notice, the Manager shall distribute any distributable proceeds of such Capital Transaction to the Members as follows, after paying, satisfying or funding the following (in the following order of priority): (1) paying all usual and customary closing costs in connection with the applicable Capital Transaction, (2) satisfying any outstanding Loans with respect to the Properties to which the Capital Transaction applied, (3) funding all Reserves, and (4) satisfying all outstanding Subdebt: (a) First, to the AEW Member and the Sunrise Member in accordance with their respective Proportionate Shares, until the balance of the AEW Member's Unpaid First Tier Return Amount has been reduced to zero (0) and the balance of the Sunrise Member's Unpaid First Tier Return Amount has been reduced to zero(0); (b) Second, to the AEW Member and the Sunrise Member, in accordance with their respective Proportionate Shares, until the balance of the AEW Member's Unreturned Contributions has been reduced to zero (0) and the balance of the Sunrise Member's Unreturned Contributions has been reduced to zero (0); (c) Third, to the Sunrise Member until the balance of any Operating Deficit Loans, together with a 10% per annum return thereon, has been reduced to zero (0); (d) Fourth, to the AEW Member and the Sunrise Member, in accordance with the AEW Second Tier Distribution Percentage and the Sunrise Second Tier Distribution Percentage, respectively, until the balance of the AEW Member's Unpaid Second Tier Return Amount has been reduced to zero (0); and (e) Fifth, the balance, if any, shall be distributed to the AEW Member and the Sunrise Member, in accordance with the AEW Third Tier Distribution Percentage and the Sunrise Third Tier Distribution Percentage, respectively.
Sample 1

Related to After Marriott Termination Notice

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Contents of Termination Notice A Termination Notice shall specify: (a) the nature of the relevant Event of Default; (b) a date and time, which shall be reasonable in the circumstances, at which termination is to take effect; and (c) whether the party serving the Termination Notice reasonably considers that the Event of Default is capable of remedy, and where the relevant Event of Default is capable of remedy: (i) the steps which the party serving the Termination Notice believes are reasonably required to remedy the Event of Default; and (ii) a reasonable grace period within which such steps may be taken (where the Event of Default is a failure of the Train Operator to pay Track Charges or other amounts due, seven days is a reasonable grace period).

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Contract Termination debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Contract Termination; Debarment A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

  • Duration/Termination 1. This License Agreement is concluded for an indefinite period, subject to termination in accordance with the provisions of article 6.2 and 6.

  • Termination Notices If at any time prior to 5:00 p.m. (Eastern time) on June 29, 2016 (the “Property Approval Period”), the Title Company receives a notice from Purchaser that Purchaser has exercised its termination right under Section 5.4, the Title Company, within three (3) Business Days after the receipt of such notice, will deliver the Xxxxxxx Money Deposit to Purchaser. If at any time, except as provided in the preceding sentence, the Title Company receives a certificate of either Sellers or of Purchaser (for purposes of this Section 4.6, the “Certifying Party”) stating that: (a) the Certifying Party is entitled to receive the Xxxxxxx Money Deposit pursuant to the terms of this Agreement, and (b) a copy of the certificate was delivered as provided herein to the other party (for purposes of this Section 4.6, the “Other Party”) prior to or contemporaneously with the giving of such certificate to the Title Company, then, the Title Company shall notify the Other Party in writing of the Title Company’s receipt of such certificate. Unless the Title Company has then previously received, or receives within five (5) Business Days after such written notification to the Other Party of the Title Company’s receipt of the Certifying Party’s certificate, contrary instructions from the Other Party, the Title Company, within one (1) Business Day after the expiration of the foregoing five (5) Business Day period, will deliver the Xxxxxxx Money Deposit to the Certifying Party, and thereupon the Title Company will be discharged and released from any and all liability hereunder. If the Title Company receives contrary instructions from the Other Party within five (5) Business Days following such written notification to the Other Party of the Title Company’s receipt of said certificate, the Title Company will not so deliver the Xxxxxxx Money Deposit, but will continue to hold the same pursuant hereto, subject to Section 4.7.

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

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