Common use of Defaults with No Cure Period Clause in Contracts

Defaults with No Cure Period. Vistana may terminate this Agreement immediately upon notice to Starwood, or exercise any of the remedies under Section 19.4D, in the event of any of the following Defaults: (i) Starwood or its Affiliates fail to pay any amounts due under this Agreement to Vistana or any of its Affiliates when the same becomes due and payable and the aggregate amount outstanding that Starwood has failed to pay at any time is in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator); (ii) Starwood or its Affiliates fail to pay any amount in excess of two million five hundred thousand dollars ($2,500,000) (as adjusted annually after the Effective Date by the GDP Deflator) due to Vistana or any of its Affiliates when the same becomes due and payable three (3) or more times within any thirty-six (36) month period; (iii) Vistana terminates the SPG Affiliation Agreement in accordance with the terms thereof based on Starwood’s default thereunder; (iv) Starwood or any principal, director, officer, shareholder or agent of Starwood, contrary to the provisions of this Agreement, discloses, causes, or fails to exercise commercially reasonable efforts to prevent the disclosure of, or otherwise uses in an unauthorized manner, any Vistana Confidential Information in violation of this Agreement, and an arbitration panel under Section 22.5 determines that (a) a material breach has occurred, (b) (x) Starwood has failed to exercise commercially reasonable efforts to prevent such breach or (y) such breach was intentional or resulted from Starwood’s gross negligence, and (c) such breach has or may result in the goodwill associated with the Licensed Business being so materially damaged as a result of the breach that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy; (v) a Transfer by Starwood occurs in violation of Section 18.2, and Starwood fails to notify Vistana within fourteen (14) days following a notice of Default from Vistana that Starwood intends to unwind such Transfer or fails to actually unwind such Transfer in a manner satisfactory to Vistana within ninety (90) days following the notice of Default; provided, however, that nothing herein shall restrict or limit Vistana’s ability to seek injunctive relief to stop such Transfer at any time; (vi) Starwood dissolves or liquidates, except in connection with a Transfer permitted by Section 18.2; or (vii) Starwood becomes insolvent, generally does not pay its debts as they become due, or files a voluntary petition (or consents to an involuntary petition) or an involuntary petition is filed and is not dismissed within sixty (60) days under any bankruptcy, insolvency, or similar law, and such bankruptcy or insolvency has a material adverse effect on the Licensed Business or Vistana or Vistana’s Affiliates.

Defaults with No Cure Period. Vistana Starwood may terminate this Agreement immediately upon notice to StarwoodVistana, or exercise any of the remedies under Section 19.4D19.2D, in the event of any of the following Defaults: (i) Starwood Vistana or its Affiliates fail to pay any amounts due under and in the manner required by this Agreement to Vistana Starwood or any of its Affiliates when the same becomes due and payable payable, and the aggregate amount outstanding that Starwood Vistana has failed to pay at any time is in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator); (ii) Starwood Vistana or its Affiliates fail to pay any amount in excess of two million five hundred thousand dollars ($2,500,000) (as adjusted annually after the Effective Date by the GDP Deflator) due to Vistana Starwood or any of its Affiliates when the same becomes due and payable three (3) or more times within any thirty-six (36) month period; (iii) Vistana Starwood terminates the SPG Affiliation Agreement in accordance with the terms thereof based on StarwoodVistana’s default thereunder; (iv) Starwood Vistana or any principal, director, officer, shareholder or agent of StarwoodVistana, contrary to the provisions of this Agreement, discloses, causes, or fails to exercise commercially reasonable efforts to prevent the disclosure of, or otherwise uses in an unauthorized manner, any Vistana Starwood Confidential Information in violation of this Agreement, and an arbitration panel under Section 22.5 determines that (a) a material breach has occurred, (b) (x) Starwood Vistana has failed to exercise commercially reasonable efforts to prevent such breach or (y) such breach was intentional or resulted from StarwoodVistana’s gross negligence, and (c) such breach has or may result in the goodwill associated with the Licensed Business Marks or Applicable System (or any aspect thereof) being so materially damaged as a result of the breach that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy; (v) Twenty-five percent (25%) or more of the Licensed Vacation Ownership Units and Licensed Unbranded Vacation Ownership Units (taken collectively) are the subject of one or more Deficiencies (pursuant to the quality assurance provisions of Section 7.8), and Vistana fails to comply with its obligations after being issued a notice of breach pursuant to Section 7.8D. Notwithstanding the foregoing to the contrary, to the extent the Deficiencies are due solely to a failure of a Non-Controlled Property Owners’ Association to comply with Section 12 notwithstanding Vistana’s compliance with Section 12.5, then such Vacation Ownership Unit shall be excluded from the calculation of the percentage specified in this Section 19.2A(v); (vi) the weighted average overall composite Customer Satisfaction, Owner Satisfaction and Guest Satisfaction scores for all Licensed Vacation Ownership Properties is less than the Minimum Satisfaction Score for the Measurement Period, and Vistana fails to comply with its obligations after being issued a notice of breach pursuant to Section 7.8D; (vii) a Prohibited Transfer occurs or any other Transfer by Starwood Vistana or its Affiliates occurs in violation of Section 18.218.1, and Starwood Vistana fails to notify Vistana Starwood within fourteen (14) days following a notice of Default from Starwood that Vistana that Starwood intends to unwind such Prohibited Transfer or other Transfer or fails to actually unwind such Prohibited Transfer or other Transfer in a manner satisfactory to Vistana Starwood within ninety (90) days following the notice of Default; provided, however, that nothing herein shall restrict or limit VistanaStarwood’s ability to seek injunctive relief to stop such Prohibited Transfer or other Transfer at any time; (viviii) Starwood Vistana dissolves or liquidates, except in connection with a Transfer permitted by Section 18.2; or18.1; (viiix) Starwood Vistana becomes insolvent, generally does not pay its debts as they become due, or files a voluntary petition (or consents to an involuntary petition) or an involuntary petition is filed and is not dismissed within sixty (60) days under any bankruptcy, insolvency, or similar law, and such bankruptcy or insolvency has a material adverse effect on Vistana’s operation of the Licensed Business or Vistana Starwood or Starwood’s Affiliates; or (x) at any time, the number of Vacation Ownership Units which have been operated as Licensed Vacation Ownership Units or Licensed Unbranded Vacation Ownership Units (taken collectively) pursuant to this Agreement is reduced by thirty percent (30%), in any five (5) year period during the Term, due to Starwood having terminated Vistana’s Affiliatesrights to operate such Vacation Ownership Units as Licensed Vacation Ownership Units or Licensed Unbranded Vacation Ownership Units pursuant to Section 19.1. Notwithstanding the foregoing to the contrary, in the event Vistana’s right to operate a Vacation Ownership Unit as a Licensed Vacation Ownership Unit or Licensed Unbranded Vacation Ownership Unit is terminated in such five (5) year period due solely to a failure of a Non-Controlled Property Owners’ Association to comply with Section 12 notwithstanding Vistana’s compliance with Section 12.5, then such Vacation Ownership Unit shall be excluded from the calculation of the percentage specified in this Section 19.2A(x).

Defaults with No Cure Period. Vistana Starwood may terminate this Agreement immediately upon notice to StarwoodVistana, or exercise any of the remedies under Section 19.4D19.2D, in the event of any of the following Defaults: (i) Starwood Vistana or its Affiliates fail to pay any amounts due under and in the manner required by this Agreement to Vistana Starwood or any of its Affiliates when the same becomes due and payable payable, and the aggregate amount outstanding that Starwood Vistana has failed to pay at any time is in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator); (ii) Starwood Vistana or its Affiliates fail to pay any amount in excess of two million five hundred thousand dollars ($2,500,000) (as adjusted annually after the Effective Date by the GDP Deflator) due to Vistana Starwood or any of its Affiliates when the same becomes due and payable three (3) or more times within any thirty-six (36) month period; (iii) Vistana Starwood terminates the SPG Affiliation Agreement in accordance with the terms thereof based on StarwoodVistana’s default thereunder; (iv) Starwood Vistana or any principal, director, officer, shareholder or agent of StarwoodVistana, contrary to the provisions of this Agreement, discloses, causes, or fails to exercise commercially reasonable efforts to prevent the disclosure of, or otherwise uses in an unauthorized manner, any Vistana Starwood Confidential Information in violation of this Agreement, and an arbitration panel under Section 22.5 determines that (a) a material breach has occurred, (b) (x) Starwood Vistana has failed to exercise commercially reasonable efforts to prevent such breach or (y) such breach was intentional or resulted from StarwoodVistana’s gross negligence, and (c) such breach has or may result in the goodwill associated with the Licensed Business Marks or Applicable System (or any aspect thereof) being so materially damaged as a result of the breach that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy; (v) Twenty-five percent (25%) or more of the Licensed Vacation Ownership Units and Licensed Unbranded Vacation Ownership Units (taken collectively) are the subject of one or more Deficiencies (pursuant to the quality assurance provisions of Section 7.8), and Vistana fails to comply with its obligations after being issued a notice of breach pursuant to Section 7.8D. Notwithstanding the foregoing to the contrary, to the extent the Deficiencies are due solely to a failure of a Non-Controlled Property Owners’ Association to comply with Section 12 notwithstanding Vistana’s compliance with Section 12.5, then such Vacation Ownership Unit shall be excluded from the calculation of the percentage specified in this Section 19.2A(x); (vi) the weighted average overall composite Customer Satisfaction, Owner Satisfaction and Guest Satisfaction scores for all Licensed Vacation Ownership Properties is less than the Minimum Satisfaction Score for the Measurement Period, and Vistana fails to comply with its obligations after being issued a notice of breach pursuant to Section 7.8D; (vii) a Prohibited Transfer occurs or any other Transfer by Starwood Vistana or its Affiliates occurs in violation of Section 18.218.1, and Starwood Vistana fails to notify Vistana Starwood within fourteen (14) days following a notice of Default from Starwood that Vistana that Starwood intends to unwind such Prohibited Transfer or other Transfer or fails to actually unwind such Prohibited Transfer or other Transfer in a manner satisfactory to Vistana Starwood within ninety (90) days following the notice of Default; provided, however, that nothing herein shall restrict or limit VistanaStarwood’s ability to seek injunctive relief to stop such Prohibited Transfer or other Transfer at any time; (viviii) Starwood Vistana dissolves or liquidates, except in connection with a Transfer permitted by Section 18.2; or18.1; (viiix) Starwood Vistana becomes insolvent, generally does not pay its debts as they become due, or files a voluntary petition (or consents to an involuntary petition) or an involuntary petition is filed and is not dismissed within sixty (60) days under any bankruptcy, insolvency, or similar law, and such bankruptcy or insolvency has a material adverse effect on Vistana’s operation of the Licensed Business or Vistana Starwood or Starwood’s Affiliates; or (x) at any time, the number of Vacation Ownership Units which have been operated as Licensed Vacation Ownership Units or Licensed Unbranded Vacation Ownership Units (taken collectively) pursuant to this Agreement is reduced by thirty percent (30%), in any five (5) year period during the Term, due to Starwood having terminated Vistana’s Affiliatesrights to operate such Vacation Ownership Units as Licensed Vacation Ownership Units or Licensed Unbranded Vacation Ownership Units pursuant to Section 19.1. Notwithstanding the foregoing to the contrary, in the event Vistana’s right to operate a Vacation Ownership Unit as a Licensed Vacation Ownership Unit or Licensed Unbranded Vacation Ownership Unit is terminated in such five (5) year period due solely to a failure of a Non-Controlled Property Owners’ Association to comply with Section 12 notwithstanding Vistana’s compliance with Section 12.5, then such Vacation Ownership Unit shall be excluded from the calculation of the percentage specified in this Section 19.2A(x).