Common use of Default by Manager Clause in Contracts

Default by Manager. (a) The occurrence of any one of the following shall constitute a default by Manager hereunder. (i) if Manager fails to observe or perform any of its material obligations hereunder in any material respect and such failure continues uncured for a period of thirty (30) days after written notice thereof to Manager from Medical Group or, if such failure cannot be cured within such thirty (30) day period, Manager has failed to commence to cure such failure within such thirty (30) day period and diligently proceed to effect such cure; (ii) if Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) if, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacated. (b) Upon a default by Manager which has not been cured within an applicable cure period, Medical Group shall have the right to immediately terminate this Agreement.

Default by Manager. (a) The occurrence of any one of the following shall constitute a default by Manager hereunder. (i) if If Manager fails to observe or perform any of its material obligations hereunder in any material respect and such failure continues uncured for a period of thirty (30) days after written notice thereof to Manager from Medical Group or, if such failure cannot be cured within such thirty (30) day period, the Manager has failed to commence to cure such failure within such thirty (30) day period and diligently proceed to effect such cure; (ii) if If Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) ifIf, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacated. (b) Upon a default by Manager Manager, which has not been cured within an the applicable cure period, Medical Group shall have the right to immediately terminate this Agreement.

Default by Manager. Upon the happening of any Event of Default (as ------------------ hereinafter defined), the Owner shall have the absolute unconditional right to terminate this Agreement by giving written notice of such termination to the Manager. Any one or more of the following events shall constitute an "Event of Default" by the Manager under this Agreement: (a) The occurrence of any one of If the following Manager shall constitute a default by Manager hereunder. (i) if Manager fails fail to observe observe, perform or perform any of its material obligations hereunder comply in any material respect with any term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by the Manager under the provisions of this Agreement, and such failure continues shall continue uncured for a period of thirty ten (3010) days after the giving of written notice thereof by the Owner to the Manager from Medical Group orspecifying the nature of such failure, if unless such failure cannot can be cured but is not susceptible of being cured within such thirty said ten (3010) day period, in which event such a failure shall not constitute an Event of Default if the Manager has failed to commence to cure such failure commences curative action within such thirty said ten (3010) day period period, and diligently proceed thereafter prosecutes such action to effect such curecompletion with all due diligence and dispatch; (iib) if Manager: (A) makes an If the Manager or Xxxxxxxxxx shall make a general assignment for the benefit of creditors; ; (Bc) admits in writing its inability to pay its debt as they become due; (C) files a If any petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition shall be filed against it the Manager or Xxxxxxxxxx in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) if, proceedings shall not be dismissed within sixty (60) days after the commencement institution of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissedthe same, or if any such petition shall be so filed by the Manager or Xxxxxxxxxx; (d) If, in any proceeding, a receiver, trustee or liquidator be appointed for all or a substantial portion of the property and assets of the Manager or Xxxxxxxxxx, and such receiver, trustee or liquidator shall not be discharged within sixty ninety (6090) days after such appointment; (e) If the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all Manager shall assign this Agreement or any substantial part of its assets rights or propertiesobligations hereunder, without the prior written consent of the Owner; and (f) If the Manager shall intentionally or willfully fail to perform any of its duties or obligations hereunder, or if the Manager shall misappropriate any funds of the Owner in the possession or control of the Manager or shall otherwise commit an act of fraud against the Owner (except that if such misappropriation of funds or fraud by the taking is committed by an employee of the Manager other than Xxxxxxxxxx, such appointment shall not have been vacatedevent may be cured by the Manager if the Manager makes prompt restitution to the Owner and discharges such employee). (b) Upon a default by Manager which has not been cured within an applicable cure period, Medical Group shall have the right to immediately terminate this Agreement.

Default by Manager. (a) The occurrence of any one of the following shall constitute a default by Manager hereunder. (i) if If Manager fails to observe or perform any of its material obligations hereunder in any material respect and such failure continues uncured for a period of thirty forty-five (3045) days after written notice thereof to Manager from Medical Group the P.C. or, if such failure cannot be cured within such thirty forty-five (3045) day period, the Manager has failed to commence to cure such failure within such thirty forty-five (3045) day period and diligently proceed to effect such cure; (ii) if If Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) ifIf, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacated. (b) Upon a default by Manager which has not been cured within an applicable cure periodManager, Medical Group the P.C. shall have the right right, upon written notice to immediately Manager, to terminate this Agreement.

Default by Manager. Upon the happening of any Event of Default (as ------------------ hereinafter defined), the Owner shall have the absolute unconditional right to terminate this Agreement by giving written notice of such termination to the Manager. Any one or more of the following events shall constitute an "Event of Default" by the Manager under this Agreement: (a) The occurrence of any one of If the following Manager shall constitute a default by Manager hereunder. (i) if Manager fails fail to observe observe, perform or perform any of its material obligations hereunder comply in any material respect with any term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by the Manager under the provisions of this Agreement, and such failure continues shall continue uncured for a period of thirty ten (3010) days after the giving of written notice thereof by the Owner to the Manager from Medical Group orspecifying the nature of such failure, if unless such failure cannot can be cured but is not susceptible of being cured within such thirty said ten (3010) day period, in which event such a failure shall not constitute an Event of Default if the Manager has failed to commence to cure such failure commences curative action within such thirty said ten (3010) day period period, and diligently proceed thereafter prosecutes such action to effect such curecompletion with all due diligence and dispatch; (iib) if Manager: (A) makes an If the Manager or Xxxxxxxxxx shall make a general assignment for the benefit of creditors; ; (Bc) admits in writing its inability to pay its debt as they become due; (C) files a If any petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition shall be filed against it the Manager or Xxxxxxxxxx in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceed ings, and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) if, proceedings shall not be dismissed within sixty (60) days after the commencement institution of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissedthe same, or if any such petition shall be so filed by the Manager or Xxxxxxxxxx; (d) If, in any proceeding, a receiver, trustee or liquidator be appointed for all or a substantial portion of the property and assets of the Manager or Xxxxxxxxxx, and such receiver, trustee or liquidator shall not be discharged within sixty ninety (6090) days after such appointment; (e) If the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all Manager shall assign this Agreement or any substantial part of its assets rights or propertiesobligations hereunder, without the prior written consent of the Owner; and (f) If the Manager shall intentionally or willfully fail to perform any of its duties or obligations hereunder, or if the Manager shall misappropriate any funds of the Owner in the possession or control of the Manager or shall otherwise commit an act of fraud against the Owner (except that if such misappropriation of funds or fraud by the taking is committed by an employee of the Manager other than Xxxxxxxxxx, such appointment shall not have been vacatedevent may be cured by the Manager if the Manager makes prompt restitution to the Owner and discharges such employee). (b) Upon a default by Manager which has not been cured within an applicable cure period, Medical Group shall have the right to immediately terminate this Agreement.

Default by Manager. (a) 32.1 The occurrence of any one of the following shall constitute a default by Manager hereunder. (ia) if If Manager fails to observe or perform any of its material obligations hereunder in any material respect and such failure continues uncured for a period of thirty (30) days after written notice thereof to Manager from Medical Group ARO or, if such failure cannot be cured within such thirty (30) day period, the Manager has failed to commence to cure such failure within such thirty (30) day period and diligently proceed to effect such cure; (iib) if If Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or; (iiic) ifIf, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacated; or (d) In the event Manager is deemed to be in breach of any of its material obligations under the terms of the Asset Purchase Agreement, and such breach remains uncured for a period of thirty (30) days after delivery of written notice thereof to Manager, or, if such breach cannot be cured within thirty (30) days, Manager has failed to commence to cure such breach within such thirty (30) days period and diligently proceeded to effect such cured. (b) 32.2 Upon a default by Manager Manager, which has not been cured within an the applicable cure period, Medical Group ARO shall have the right to immediately terminate this Agreement.

Default by Manager. Manager shall be deemed to be in default under this Agreement (an "Event of Default") in the event of any of the following: (a) The occurrence the Bankruptcy of the Manager; or (b) the misappropriation of Owner's funds by the Manager or one of its Affiliates and their respective employees, unless such funds are returned within thirty (30) days after (i) any one of the following shall constitute a default General Counsel, Controller, Treasurer, Chief Financial Officer, or President of Manager have actual knowledge of such misappropriation and have quantified the amount thereof; or (ii) Owner has given written notice to Manager of such appropriation and the amount to be restored, if known by Manager hereunderOwner. (ic) if any fraudulent act by Manager fails or one of its Affiliates and their respective employees affecting the Owner or its assets or the Facility that is not promptly dealt with by Manager after receipt of written notice specifying the alleged act in a manner satisfactory to Owner. (d) the gross negligence or willful misconduct or Manager, with respect to its duties and obligations under this Agreement which remains uncured for ten (10) business days after written notice thereof. (e) Manager's failure to keep, observe or perform any material covenant, agreement, term or provision of its material obligations hereunder in any material respect this Agreement to be kept, observed or performed by Manager, and such failure continues uncured shall continue (i) for a period of twenty (20) business days after Manager receives written notice from Owner specifying the default in case of monetary defaults or (ii) for a period of thirty (30) days after Manager receives written notice thereof to Manager from Medical Group orOwner in the case of non-monetary defaults; provided, however, that if such failure non-monetary default cannot be cured within such thirty (30) day period, then Manager shall be entitled to such additional time as shall be reasonable, provided Manager is capable of curing same, has promptly proceeded to commence cure of such default within said period, and thereafter diligently prosecutes the cure to completion; provided, however, that in no event shall such additional time exceed ninety (90) days for any non-monetary default other than defaults involving licensing or regulatory matters, so long as Manager has failed to commence to cure such failure within such thirty (30) day period made all filings in connection therewith on a timely basis and diligently proceed to effect such cure; (ii) if Manager: (A) makes an assignment for the benefit no legal action brought by a governmental agency in a court of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present administrative or future; (D) files an answer admitting the material allegations other adjudicatory proceeding has been filed or is pending. The delivery of letters or notices threatening legal action or revocation of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) if, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment license shall not have been vacatedconstitute a "legal action" for purposes hereof. Any fines levied against the Facility shall not be Facility Expenses and shall be paid promptly by Manager from Manager's own funds. (bf) Upon The occurrence of an event of default under a default Mortgage caused by the acts or omissions of Manager which has not been cured within an applicable cure period, Medical Group shall have or Developer. (g) The occurrence of any of the right to immediately terminate this Agreementevents specified in Section 12.01.

Default by Manager. (a) The occurrence of any one anyone of the following shall constitute a default by Manager hereunder. (i) if If Manager fails to observe or perform materially breaches any of its material obligations hereunder in any material respect representations, warranties or covenants under this Agreement and such failure breach continues uncured for a period of thirty (30) days after written notice thereof to Manager from Medical Group or, if such failure cannot be cured within such thirty (30) day period, Manager has failed to commence to cure such failure within such thirty (30) day period and diligently proceed to effect such cure; (ii) if If Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a a: trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) ifIf, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacated. (b) Upon a default by Manager Manager, which has not been cured within an the applicable cure period, Medical Group shall have the right to immediately terminate this Agreement.

Default by Manager. (a) The occurrence of any one Each of the following events that occurs and continues past any applicable cure period shall constitute be deemed a default by “Manager hereunder.Default”: (iA) if If Manager fails to observe or perform any term, covenant or condition of its material obligations hereunder in any material respect this Agreement and such failure continues uncured for is not cured by Manager within a period of thirty (30) days after written receipt by Manager of notice thereof to Manager from Medical Group orOwner, if unless such failure cannot with due diligence be cured within such a period of thirty (30) day perioddays, in which case Manager has failed shall have an additional reasonable period of time (not to commence exceed forty-five (45) days) to cure such breach provided Manager proceeds promptly to cure the failure within such thirty (30) day period and diligently proceed to effect such cure;completes the curing thereof. (iiB) if Manager: (A) makes If Manager shall file a petition in bankruptcy or reorganization for an arrangement pursuant to any federal or state bankruptcy law or any similar federal or state law, or shall be adjudicated a bankrupt or shall make an assignment for the benefit of creditors; (B) admits creditors or a shall admit in writing its inability to pay its debt debts generally as they become due; (C) files , or if a petition seeking or answer proposing the adjudication of Manager as a bankrupt or its reorganization and arrangement, readjustment pursuant to any federal or similar arrangement under the present or future statute, state bankruptcy law or regulation, if any present similar federal or future; (D) files an answer admitting the material allegations of state law shall be filed in any court and Manager shall be adjudicated a petition filed against it bankrupt and any such proceeding; adjudication shall not be vacated or (E) consents to set aside or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) if, stayed within sixty (60) days after the commencement entry of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissedan order in respect thereof, or if a receiver of Manager or of the whole or substantially all of the assets of Manager shall be appointed in any proceedings brought by Manager or if any such receiver, trustee or liquidator shall be appointed in any proceeding brought against Manager shall not be vacated or set aside or stayed within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacatedappointment. (bC) Upon If Manager is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, if Manager in any manner, permits the sale or divestiture of substantially all of its assets. (D) If the interest of Manager in this Agreement or any part thereof or any ownership interest in Manager is voluntarily or involuntarily transferred, assigned, conveyed, levied upon, or attached in any legal proceeding, except: (i) where Manager is contesting such lien or attachment in good faith; or (ii) as otherwise expressly permitted herein. (E) If, except as a default by result of a total or substantial condemnation or casualty that renders the Hotel Unsuitable for its Primary Intended Use, Manager which has not been cured within an applicable cure period, Medical Group shall have (without the right to immediately terminate this Agreementconsent of Owner) voluntarily ceases operations of the Hotel for a period in excess of twenty-four (24) hours.

Default by Manager. (a) The occurrence following events shall be a Default of any one of the following shall constitute a default by Manager hereunder. : (i) if the event of Manager's fraud, gross negligence or willful misconduct in the performance of its obligations hereunder; (ii) the event of a breach by Manager fails to observe or perform of any of its material monetary obligations hereunder in hereunder, if such breach is not cured within five (5) days after written notice to Manager; (iii) the event of a breach by Manager of any material respect and of its nonmonetary obligations hereunder, if such failure continues uncured for a period of breach is not cured within such thirty (30) days after written notice thereof to Manager from Medical Group orprovided, if such failure breach cannot reasonably be cured within such thirty (30) day perioddays, if Manager has failed fails to commence to the cure such failure thereof within such said thirty (30) day period and thereafter fails to diligently proceed pursue said cure or if Manager fails to effect complete said cure within ninety (90) days of such cure; breach; and (iiiv) if Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files Manager shall file a petition seeking reorganization and adjudication as a bankrupt or shall be adjudicated bankrupt or insolvent, or shall become a party to any proceedings involving bankruptcy, insolvency, arrangement, readjustment reorganization, receivership or similar arrangement relief against or with respect to Manager or any substantial portion of its property under the any present or future statutelaw, law whether voluntary or regulationinvoluntary, and, if any present involuntary, such proceedings shall not be stayed, dismissed or future; (D) files an answer admitting the material allegations of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) if, vacated within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacatedtheir inception. (b) Upon a default by Manager which has not been cured within an applicable cure period, Medical Group shall have the right to immediately terminate this Agreement.

Default by Manager. (a) The occurrence of any one of the following shall constitute a default by Manager hereunder. (i) if Manager fails to observe or perform any of its material obligations hereunder in any material respect and such failure continues uncured for a period of thirty forty-five (3045) days after written notice thereof to Manager from Medical Group the P.C. or, if such failure cannot be cured within such thirty forty-five (3045) day period, the Manager has failed to commence to cure such failure within such thirty forty-five (3045) day period and diligently proceed to effect such cure; (ii) if Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) if, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacated. (b) Upon a default by Manager which has not been cured within an applicable cure periodManager, Medical Group the P.C. shall have the right right, upon written notice to immediately Manager, to terminate this Agreement.

Default by Manager. (a) The occurrence of any one of the following shall constitute a default by Manager hereunder. (i) if If Manager fails to observe or perform materially breaches any of its material obligations hereunder in any material respect representations, warranties or covenants under this Agreement and such failure breach continues uncured for a period of thirty (30) days after written notice thereof to Manager from Medical Group or, if such failure cannot be cured within such thirty (30) day period, Manager has failed to commence to cure such failure within such thirty (30) day period and diligently proceed to effect such cure; (ii) if If Manager: (A) makes an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangement, readjustment or similar arrangement under the present or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of a petition filed against it and any such such-proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) ifIf, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization or similar relief under any present or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator of all or any substantial part of its assets or properties, such appointment shall not have been vacated. (b) Upon a default by Manager Manager, which has not been cured within an the applicable cure period, Medical Group shall have the right to immediately terminate this Agreement.

Default by Manager. Manager shall be deemed to be in default under this Agreement (an “Event of Default”) upon the occurrence of one or more of the following events: (a) The occurrence of any one of the following Manager shall constitute a default by Manager hereunder. (i) if Manager fails fail to keep, observe or perform any material covenant, agreement, term or provision of its material obligations hereunder in any material respect this Agreement to be kept, observed or performed by Manager, and such failure continues uncured shall continue (i) for a period of ten (10) days after Manager receives written notice from Tenant specifying the default in case of monetary defaults or (ii) for a period of thirty (30) days after Manager receives written notice thereof to Manager from Medical Group orTenant in the case of non-monetary defaults; provided, however, that, if such failure non-monetary default cannot be cured within such thirty (30) day period, then Manager shall be entitled to such additional time as shall be reasonable, provided Manager is capable of curing same, has promptly proceeded to commence cure of such default within said period, and thereafter diligently prosecutes the cure to completion; provided, however, that in no event shall such additional time exceed ninety (90) days for any non-monetary default other than defaults involving licensing or regulatory matters, so long as (x) Manager has failed to commence to cure such failure within such thirty made all filings in connection therewith on a timely basis, (30y) day period no legal action brought by a governmental agency in a court of law or any administrative or other adjudicatory proceeding has been filed or is pending, and diligently proceed to effect such cure;(z) the regulatory or licensing default does not create a material threat that Facility operations will be halted or a material threat of third party liability for Tenant. The delivery of letters or notices threatening legal action or revocation of a license shall not constitute a “legal action” for purposes hereof. (iib) if Manager: (A) makes The entry by a court of competent jurisdiction of a decree or order for relief in respect of Manager or MSM, in an assignment for the benefit of creditors; (B) admits in writing its inability to pay its debt as they become due; (C) files a petition seeking reorganization and arrangementinvoluntary case or proceeding under any bankruptcy, readjustment insolvency or similar arrangement under the present law, or future statute, law or regulation, if any present or future; (D) files an answer admitting the material allegations of appointing a petition filed against it and any such proceeding; or (E) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any part of its assets or properties; or (iii) ifliquidator, within sixty (60) days after the commencement of any proceedings against Manager seeking reorganization trustee or similar relief under any present official of Manager or future statute, law or regulation, such proceedings shall have not been dismissed, or if within sixty (60) days after the appointment (without Manager’s consent or acquiescence) of any trustee, receiver or liquidator MSM of all or any substantial part of the property of Manager or MSM, or ordering the reorganization of Manager or MSM, the winding up of Manager or MSM of its assets affairs or propertiesliquidation of its property, and such appointment decree or order shall not have been vacatedcontinue unstayed and in effect for a period of thirty (30) days. (bc) Upon a default The consent or acquiescence by Manager which has or MSM to the entry of any decree or order described in Section 13.01(b) hereof, the commencement by Manager or MSM of a voluntary case or proceeding under any bankruptcy, insolvency or similar law, the making by Manager or MSM of any general assignment for the benefit of creditors, or Manager’s or MSM’s failure or admission in writing of its inability to pay its debts as they become due. (d) [INTENTIONALLY OMITTED]. (e) The state regulatory body governing the Facility issues a stop-placement, limiting or ceasing admission of new residents. Notwithstanding other Events of Default, for this section 14.01(e) Manager shall have ninety (90) days from the date of the issuance of such stop-placement to cure; provided, however, that if such stop-placement default cannot been be cured within an applicable cure such ninety (90) day period, Medical Group then Manager shall be entitled to such additional time as shall be reasonable and dictated by the state regulatory body governing the Facility, provided Manager is capable of curing same, has promptly proceeded to commence cure of such default within said period, and thereafter diligently prosecutes the cure to completion. Upon the occurrence of any Termination Event, Tenant shall have the right thirty (30) days to immediately provide written notice to Manager of its election to terminate this Agreement. If such election to terminate is not provided to Manager within such thirty (30) days, Tenant shall be deemed to have waived its right to terminate in connection with such occurrence. (f) An “Event of Default” by “Manager” under an Affiliated Agreement (as such terms are defined in the applicable Affiliated Agreement).