Common use of Default Dissolution Clause in Contracts

Default Dissolution. A Non-Defaulting Partner may give notice to a Defaulting Partner dissolving the Joint Venture upon the occurrence of any one of the following events with respect to the Defaulting Partner or its Parent Entity, as the case may be, (unless there is a Dispute with respect to whether a Default has occurred and such Dispute has not yet been resolved pursuant to the terms of this Agreement): (a) any action or proceeding is commenced by the Defaulting Partner or its Parent Entity to wind up, dissolve, cancel its incorporation or otherwise terminate its corporate existence; or (b) any action or proceeding is commenced against the Defaulting Partner or its Parent Entity which seeks or requires the winding up, dissolution, revocation or cancellation of its incorporation or other termination of its corporate existence unless the action or proceeding is defended or contested in good faith by the Defaulting Partner or its Parent Entity within 30 days of the commencement of the action or proceeding in a manner that stays the winding up, dissolution, revocation or cancellation of its incorporation or other termination of its corporate existence and is pursued diligently thereafter; or (c) the agreement of the Defaulting Partner or its Parent Entity to sell, assign, transfer or otherwise dispose of the whole or any part of its Interest in the Joint Venture in contravention of the terms of this Agreement; or (d) any Event of Default by the Defaulting Partner or its Parent Entity pursuant to Section 12.1, which has not been cured within the applicable cure period; or (e) the Defaulting Partner or its Parent Entity becomes bankrupt or seeks relief by any proceedings of any nature under any laws of the United States or any state for the relief of debtors; or (f) the appointment of a receiver, receiver-manager, trustee, custodian or like officer for all or a substantial part of the business or assets of the Defaulting Partner or its Parent Entity unless the appointment is defended or contested in good faith by the Defaulting Partner or its Parent Entity within 30 days of the commencement of the appointment in a manner that stays the appointment and is pursued diligently thereafter; or (g) the institution against the Defaulting Partner or its Parent Entity of a proceeding under the Bankruptcy Reform Act of 1978, or any law of the United States now in existence or hereafter enacted having the same general purpose unless the proceeding is defended or contested in good faith by the Defaulting Partner or its Parent Entity within 30 days of the commencement of the proceeding in a manner that stays the proceedings and is pursued diligently thereafter; or (h) the Defaulting Partner or its Parent Entity makes an assignment for the benefit of its creditors; or (i) if any execution, attachment, distress or other process of any court is made or attached to the Interest of the Defaulting Partner or its Parent Entity in the Joint Venture unless the execution, attachment, distress or other process of any court is stayed within 30 days of the commencement of the proceedings in a manner that stays attachment, distress or other proceedings and is pursued diligently thereafter; (j) a breach by Casino America, Inc. or Commodore Holdings Limited of the Guaranty, which breach is not cured within 10 days of receipt of written notice from the non-breaching party describing in reasonable detail the facts giving rise to the breach (in which event the Defaulting Partner shall be the Affiliate of the breaching Parent Entity); (k) any failure by the Defaulting Member to make any Additional Capital Contribution pursuant to Section 4.4(c) within 120 days after the final decision of the arbitrators pursuant to Article 13 that such Additional Capital Contribution is required for Seaworthiness or for items of necessity to continue the Present Operations or pursuant to Section 5.5 within the period specified therein; or (l) the failure of Commodore to purchase Casino's Interest pursuant to Section 7.7 where Commodore and Casino have followed the procedures in Section 7.7 and either Casino's Board or a Governmental Body has made a Casino Determination or a Governmental Body Determination, respectively.

Default Dissolution. A NonThe non-Defaulting Partner defaulting Member may give notice elect to a Defaulting Partner dissolving terminate and dissolve the Joint Venture upon in the event of a default, as specified below, by the other Member. The occurrence of any one of the following events with respect to the Defaulting Partner or its Parent Entity, as the case may be, (unless there is shall constitute a Dispute with respect to whether default by a Default has occurred and such Dispute has not yet been resolved pursuant to the terms of this Agreement):Member: (a) A Member shall have defaulted in its obligation to make any action capital contribution or proceeding is commenced by to support financial commitments as required in Articles 2 and 3 hereof and such default shall continue to exist for a period of 30 days after the Defaulting Partner or its Parent Entity to wind up, dissolve, cancel its incorporation or otherwise terminate its corporate existence; orother Member gives such defaulting Member notice of such default. (b) any action or proceeding is commenced against the Defaulting Partner A Member or its Parent Entity which seeks Affiliate shall materially default in the observance or requires performance of any material agreement, covenant, or condition contained in this Agreement or in any material agreement with or relating to the winding up, dissolution, revocation Joint Venture and such default shall continue to exist for a period of 30 days after the other Member or cancellation of its incorporation or other termination of its corporate existence unless the action or proceeding is defended or contested in good faith by the Defaulting Partner Joint Venture gives such defaulting Member or its Parent Entity within 30 days Affiliate written notice of the commencement of the action or proceeding in a manner that stays the winding up, dissolution, revocation or cancellation of its incorporation or other termination of its corporate existence and is pursued diligently thereafter; orsuch Default; (c) A representation or warranty made by the agreement of Member herein or in any Related Agreement (or in any certificate or financial or other statement furnished by such Member to the Defaulting Partner other in connection therewith) or its Parent Entity to sell, assign, transfer or otherwise dispose of by the whole Member’s Affiliate in connection with the Agreement or any part of its Interest Related Agreement shall prove to be false or misleading in the Joint Venture in contravention of the terms of this Agreement; orany material respect; (d) any Event There is an entry of Default by an order for relief or the Defaulting Partner or its Parent Entity pursuant to Section 12.1, which has not been cured within the applicable cure period; or (e) the Defaulting Partner or its Parent Entity becomes bankrupt or seeks relief by institution of any proceedings of any nature under any the laws of the United States or any state or any foreign country for the relief of debtorsdebtors wherein an Affiliated Member Corporation (or any parent thereof) is seeking relief as debtor; or (f) the there is an appointment of a receiver, receiver-manager, trustee, custodian or like officer for all or a substantial part substantially all of the business or assets of such Affiliated Member Corporation (or any parent thereof) on the Defaulting Partner grounds of insolvency and either the Affiliated Member Corporation (or its Parent Entity unless the any parent thereof) has consented to such appointment, or such Affiliated Member Corporation (or any parent thereof) has failed to vacate or otherwise cause said appointment to be set aside within 60 days; or there is defended or contested in good faith by the Defaulting Partner or its Parent Entity within 30 days of the commencement of the appointment in a manner that stays the appointment and is pursued diligently thereafter; or (g) the institution against the Defaulting Partner such Affiliated Member Corporation (or its Parent Entity any parent thereof) of a proceeding under the Bankruptcy Reform Act of 1978, Federal bankruptcy act or any law of the United States or other jurisdiction now in existence or hereafter hereinafter enacted having the same general purpose unless the which proceeding is defended not dismissed or contested in good faith by the Defaulting Partner or its Parent Entity discharged within 30 days of the commencement of the proceeding in a manner that stays the proceedings and is pursued diligently thereafter; or (h) the Defaulting Partner or its Parent Entity makes an assignment for the benefit of its creditors; or (i) if any execution, attachment, distress or other process of any court is made or attached to the Interest of the Defaulting Partner or its Parent Entity in the Joint Venture unless the execution, attachment, distress or other process of any court is stayed within 30 days of the commencement of the proceedings in a manner that stays attachment, distress or other proceedings and is pursued diligently thereafter; (j) a breach by Casino America, Inc. or Commodore Holdings Limited of the Guaranty, which breach is not cured within 10 days of receipt of written notice from the non-breaching party describing in reasonable detail the facts giving rise to the breach (in which event the Defaulting Partner shall be the Affiliate of the breaching Parent Entity); (k) any failure by the Defaulting Member to make any Additional Capital Contribution pursuant to Section 4.4(c) within 120 60 days after the final decision of the arbitrators pursuant to Article 13 that such Additional Capital Contribution is required for Seaworthiness or for items of necessity to continue the Present Operations or pursuant to Section 5.5 within the period specified therein; or (l) the failure of Commodore to purchase Casino's Interest pursuant to Section 7.7 where Commodore and Casino have followed the procedures in Section 7.7 and either Casino's Board or a Governmental Body has made a Casino Determination or a Governmental Body Determination, respectivelyinstitution thereof.

Default Dissolution. A The Non-Defaulting Partner Members, jointly but not individually, may give notice to a Defaulting Partner Member dissolving the Joint Venture upon the occurrence of any one of the following events with respect to the Defaulting Partner or its Parent Entity, as the case may be, Member (unless there is a Dispute with respect to whether a Default has occurred and such Dispute has not yet been resolved pursuant to the terms of this Agreement): (a) any action or proceeding is commenced by the Defaulting Partner Member or its Parent Entity to wind up, dissolve, cancel its incorporation or otherwise terminate its corporate existence; or (b) any action or proceeding is commenced against the Defaulting Partner or its Parent Entity Member which seeks or requires the winding up, dissolution, revocation or cancellation of its incorporation or other termination of its corporate existence unless the action or proceeding is defended or contested in good faith by the Defaulting Partner or its Parent Entity Member within 30 days of the commencement of the action or proceeding in a manner that stays the winding up, dissolution, -------- * Marked text omitted pursuant to an application for an order for confidential treatment by Commodore Holdings Limited. revocation or cancellation of its incorporation or other termination of its corporate existence and is pursued diligently thereafter; or (c) the agreement of the Defaulting Partner or its Parent Entity Member to sell, assign, transfer or otherwise dispose of the whole or any part of its Interest in the Joint Venture in contravention of the terms of this Agreement; or (d) any Event of Default by the Defaulting Partner or its Parent Entity Member pursuant to Section Article 12.1, which has not been cured within the applicable cure period; or (e) the Defaulting Partner or its Parent Entity Member becomes bankrupt or seeks relief by any proceedings of any nature under any laws of the United States or any state for the relief of debtors; or (f) the appointment of a receiver, receiver-manager, trustee, custodian or like officer for all or a substantial part of the business or assets of the Defaulting Partner or its Parent Entity Member unless the appointment is defended or contested in good faith by the Defaulting Partner or its Parent Entity Member within 30 days of the commencement of the appointment in a manner that stays the appointment and is pursued diligently thereafter; or (g) the institution against the Defaulting Partner or its Parent Entity Member of a proceeding under the Bankruptcy Reform Act of 1978, or any law of the United States now in existence or hereafter enacted having the same general purpose unless the proceeding is defended or contested in good faith by the Defaulting Partner or its Parent Entity Member within 30 days of the commencement of the proceeding in a manner that stays the proceedings and is pursued diligently thereafter; or (h) the Defaulting Partner or its Parent Entity Member makes an assignment for the benefit of its creditors; or (i) if any execution, attachment, distress or other process of any court is made or attached to the Interest of the Defaulting Partner or its Parent Entity Member in the Joint Venture unless the execution, attachment, distress or other process of any court is stayed within 30 days of the commencement of the proceedings in a manner that stays attachment, distress or other proceedings and is pursued diligently thereafter; (j) a breach by Casino AmericaProturo, Inc. Commodore or Commodore Holdings Limited Viejas of the Guaranty, which breach is not cured within 10 days of receipt of written notice from the a non-breaching party describing in reasonable detail the facts giving rise to the breach (in which event the Defaulting Partner shall be the Affiliate of the breaching Parent Entity);breach; or (k) any failure by the Defaulting Member to make any Additional Capital Contribution pursuant to Section Article 4.4(c) within 120 days after the final decision of the arbitrators Arbitration Tribunal has rendered its award pursuant to Article 13 that such Additional Capital Contribution is required for Seaworthiness or for items of necessity to continue the Present Operations or pursuant to Section Article 5.5 within the period specified therein; or (l) provided, however, it shall not be an Event of Default by Proturo if it fails to make an *, in the failure amount of Commodore to purchase Casino's Interest pursuant to Section 7.7 where Commodore such Additional Capital Contribution, and Casino have followed the procedures in Section 7.7 and either Casino's Board or a Governmental Body Proturo has made a Casino Determination or a Governmental Body Determination, respectivelyrefused *.

Default Dissolution. A Non-Defaulting Partner Member may give notice to a Defaulting Partner Member dissolving the Joint Venture upon the occurrence of any one of the following events with respect to the Defaulting Partner or its Parent Entity, as the case may be, Member (unless there is a Dispute with respect to whether a Default has occurred and such Dispute has not yet been resolved pursuant to the terms of this Agreement): (a) any action or proceeding is commenced by the Defaulting Partner Member or its Parent Entity to wind up, dissolve, cancel its incorporation or otherwise terminate its corporate existence; or (b) any action or proceeding is commenced against the Defaulting Partner or its Parent Entity Member which seeks or requires the winding up, dissolution, revocation or cancellation of its incorporation or ------------ * Marked text omitted pursuant to an application for an order for confidential treatment by Commodore Holdings Limited. other termination of its corporate existence unless the action or proceeding is defended or contested in good faith by the Defaulting Partner or its Parent Entity Member within 30 days of the commencement of the action or proceeding in a manner that stays the winding up, dissolution, revocation or cancellation of its incorporation or other termination of its corporate existence and is pursued diligently thereafter; or (c) the agreement of the Defaulting Partner or its Parent Entity Member to sell, assign, transfer or otherwise dispose of the whole or any part of its Interest in the Joint Venture in contravention of the terms of this Agreement; or (d) any Event of Default by the Defaulting Partner or its Parent Entity Member pursuant to Section Article 12.1, which has not been cured within the applicable cure period; or (e) the Defaulting Partner or its Parent Entity Member becomes bankrupt or seeks relief by any proceedings of any nature under any laws of the United States or any state for the relief of debtors; or (f) the appointment of a receiver, receiver-manager, trustee, custodian or like officer for all or a substantial part of the business or assets of the Defaulting Partner or its Parent Entity Member unless the appointment is defended or contested in good faith by the Defaulting Partner or its Parent Entity Member within 30 days of the commencement of the appointment in a manner that stays the appointment and is pursued diligently thereafter; or (g) the institution against the Defaulting Partner or its Parent Entity Member of a proceeding under the Bankruptcy Reform Act of 1978, or any law of the United States now in existence or hereafter enacted having the same general purpose unless the proceeding is defended or contested in good faith by the Defaulting Partner or its Parent Entity Member within 30 days of the commencement of the proceeding in a manner that stays the proceedings and is pursued diligently thereafter; or (h) the Defaulting Partner or its Parent Entity Member makes an assignment for the benefit of its creditors; or (i) if any execution, attachment, distress or other process of any court is made or attached to the Interest of the Defaulting Partner or its Parent Entity Member in the Joint Venture unless the execution, attachment, distress or other process of any court is stayed within 30 days of the commencement of the proceedings in a manner that stays attachment, distress or other proceedings and is pursued diligently thereafter; (j) a breach by Casino America, Inc. Proturo or Commodore Holdings Limited of the Guaranty, which breach is not cured within 10 days of receipt of written notice from the non-breaching party describing in reasonable detail the facts giving rise to the breach (in which event the Defaulting Partner shall be the Affiliate of the breaching Parent Entity);breach; or (k) any failure by the Defaulting Member to make any Additional Capital Contribution pursuant to Section Article 4.4(c) within 120 days after the final decision of the arbitrators pursuant to Article 13 that such Additional Capital Contribution is required for Seaworthiness or for items of necessity to continue the Present Operations or pursuant to Section Article 5.5 within the period specified therein; or (l) provided, however, it shall not be an Event of Default by Proturo if it fails to make an Additional Capital Contribution required within two years of the failure date hereof, unless Commodore has offered to make a Capital Call Loan to Proturo, in the amount of Commodore to purchase Casino's Interest pursuant to Section 7.7 where Commodore such Additional Capital Contribution, and Casino have followed the procedures in Section 7.7 and either Casino's Board or a Governmental Body Proturo has made a Casino Determination or a Governmental Body Determination, respectivelyrefused such loan.