Common use of Duties Upon Termination Clause in Contracts

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligations.

Duties Upon Termination. Upon any terminationtermination of this Agreement, Manager shall forthwith the parties hereto agree that: (a) surrender and Property Manager shall deliver up to the Owner, or to any Person or agent designated by the Project Owner: (i) Cash and investments in the Operating Accounts and other accounts hereunder including any security deposits or other payments of tenants in the Property held by Property Manager; (ii) An assignment of any escrow accounts in a form approved by the depositories or holder thereof; (iii) All executed copies of leases related to the Property and all rents related files; (iv) All architectural, mechanical and income electrical plans and specifications used in connection with the Property to the extent in the possession of the Project and other monies Property Manager, as well as all sets of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers all books and records pertaining to this Agreementthe Property in Property Manager’s possession; (v) All permits issued by appropriate governmental authorities and utilities relative to the Property, as Owner shall request; if held by Property Manager; (dvi) assign such existing contracts All extra promotional brochures, forms, leases, posters, signs and stationery relating to the operations Property, and maintenance all engraved plates and art work used for such promotional items that do not contain references to Property Manager’s name, address or telephone number; and (vii) Any other papers or items of any kind, including, without limitation, computation tables and disks, held by Property Manager relating to the Project as Owner Property. Property Manager shall require, provided Owner shall agree be entitled to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard retain copies of all Project related information records, documents and other agreements which were in the on-site computer systems (as the Manager will retain all software); Property Manager’s possession relating to a Property, and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager an Owner shall execute and deliver to Property Manager a receipt evidencing delivery by Property Manager to such Owner of all papers or items delivered in accordance with the written report required provisions hereof. Additionally, each Owner hereby agrees to indemnify and hold Property Manager harmless from and against any and all costs, damages or expenses (including reasonable attorneys’ fees and disbursements) arising out of any claims made or threatened by SECTION 4.12 third parties for any period not covered by return of security deposits so delivered to such a report at time of termination, and within sixty Owner. (60b) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof Anything contained herein to the contrarycontrary notwithstanding, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No no termination of this Agreement shall release either party from any obligations or liabilities arising under the terms and provisions hereof prior to the date of such termination or pursuant to continuing contracts or other commitments approved, pursuant to the terms and provisions hereof, prior to the date of such termination. It is expressly agreed that continue beyond no such termination shall affect or modify in any respect the term compensation due and payable, or to become due and payable, prior to the date of such termination by an Owner to Property Manager hereunder and that Property Manager may utilize any funds of such Owner in its possession or in any Operating Account of such Owner to pay any such compensation. Without limiting the foregoing, within fifteen (15) days after the termination of this Agreement and delivery of final reports from Property Manager required pursuant to Section 4.5(c) of this Agreement, the Owner shall pay to Property Manager all fees and commissions theretofore earned, and all reimbursements to which Property Manager is entitled, under the provisions of this Agreement with respect to that Owner’s Property. In connection with any termination of this Agreement, includingProperty Manager shall assign to an Owner, without limitationif assignable, indemnity obligationsall contracts and other agreements, if any, executed in the name of Property Manager on behalf of that Owner, relating to the operation and maintenance of the Properties, provided that at the option of such Owner all such contracts with Affiliates of Property Manager shall be terminated. Each Owner shall expressly assume and agree to pay all obligations arising under such contracts or other agreements arising from and after the date of termination relating to such Owner, provided such contracts are made in accordance with the express provisions of this Agreement. (c) Within thirty (30) days after the termination with respect to a Property, Property Manager shall deliver to the applicable Owner the written reports required by Section 2.5(b) hereof with respect to such terminated Property for any periods not covered by prior reports submitted pursuant to such Section and shall, within thirty (30) days after any such termination, deliver to Owner a profit and loss statement for the calendar year with respect to such terminated Property, or portion thereof, ending on the date of termination, and a balance sheet of the terminated Property as of the date of termination.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to Owner, In the Project and all rents and income event of the Project expiration or termination of this Agreement pursuant to this Article VIII for any reason whatsoever: (i) CYTOGEN shall cease, as soon as is practicable from acting as distributor of the Product and abstain from making further sales of the Product; (ii) Both parties shall cooperate with each other monies in completing all outstanding obligations to the other, including the fulfillment of Owner on hand each warranty term and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner condition under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunderAgreement; and (ciii) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance Upon expiration of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring three (3) month period after the termination of this Agreement; , CYTOGEN shall not dispose of any Product purchased from MATRITECH except to MATRITECH or to a company appointed by MATRITECH. (eb) provide to Owner hard copies No termination or expiration of this Agreement shall relieve either party of any then-accrued payment, offset or obligation. Any and all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such terminationpayments, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year offsets or portion thereof ending on the day of termination and the balance sheet of Project other obligations accrued hereunder as of the date of termination. termination or expiration shall remain due and payable in accordance with the terms hereof. (c) Notwithstanding any provisions hereof termination or expiration of this Agreement, the obligations of the parties contained in Articles V, VI, VII, IX and X and in Sections 3.1, 4.13, and 8.4, and this Section 8.3 with respect to events occurring prior to the contraryeffective date of such termination or expiration, shall survive and continue to be enforceable. (d) Upon any termination of this Agreement each party shall promptly return to the other party all written Confidential Information, and all copies thereof, of the other party or at the discretion of the requested party, certify that all such Confidential Information has been destroyed. In addition, if MATRITECH terminates this Agreement due to a material breach by CYTOGEN, pursuant to the terms in Section 8.2(b), or in the event Owner hereafter notifies Manager of any default termination due to failure by Manager hereunderthe parties to consent pursuant to Section 10.2, CYTOGEN shall deliver to MATRITECH a list of its customers complete with full addresses and contact information who have purchased the Product within the preceding 24 months and the quantities purchased by them by no later than ten (10) working days from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligationstermination.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up If the Company terminates this Agreement for any reason before the Expiration Date, other than specified above in subsection 5(a) for Cause, 5(c)(l), for the death of the employee, or 5(C)(2) for disability, or if the Employee terminates this Agreement for Cause which has not been cured by the Company within thirty (30) days of receipt of written notice of the alleged breach pursuant to OwnerParagraph 5(b), the Project and all rents and income Employee shall receive the following severance pay (the “Severance Pay”): (i) An amount equal to Base Salary through expiration of the Project term of this Agreement or one months Base Salary (as defined below) for each completed year of service with the Company, whichever is greater but in no event less than twelve (12) months, within thirty (30) days of the effective date of the termination. The payment amount shall be subject to normal payroll deductions at Employee’s then elected rate. Employee agrees to pay any federal or state taxes, which are required to be paid by Employee beyond the amount of any withholding by the Company; (ii) Short term bonus amounts from the Executive Bonus Plan, pro-rated for the period of the calendar year in which the Employee last performed services for the Company, in accordance with the Bonus Plan in effect on the date of the termination; (iii) Long term bonus amounts from the Executive Bonus Plan, if applicable, either in a lump sum payment made within thirty (30) days of the effective date of the termination or, in accordance with the payment schedule in the Bonus Plan in effect on the date of the termination, such election to be made at the option of the Company; and, (iv) Continuation of the insurance coverage in effect on the date of the termination, for a period of 18 (eighteen) months with the Company paying the employer portion of the premium and other monies the Employee paying the employee portion, including dependents if applicable, of Owner the premium during the eighteen (18) month period, provided Employee elects to continue such insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Employee is solely responsible for taking the actions necessary to exercise his rights under COBRA for the insurance coverage Employee has in effect, including dependents if applicable, on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; the date of termination. (b) deliver to Owner as received any monies due Owner under The parties agree, in the event of a breach of this Agreement but received after such termination after deducting reimbursable expenses by the Company that is not cured in accordance with this Agreement, that actual damages are speculative and fees due Manager hereunder; that the amount of the Severance Pay set forth herein is liquidated damages and is a reasonable estimate of what damages would be for a breach of this Agreement. (c) deliver Employee agrees and acknowledges that the following must be satisfied by the Employee before he is entitled to Owner the Severance Pay called for herein: (i) That Employee return any and all materials and suppliesCompany equipment, keys and documentssoftware, and such other accountingsdata or Company property or information, papers including documents and records pertaining or copies thereof relating in any way to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance any proprietary information of the Project as Owner Company, its parent, subsidiaries or affiliates whether prepared by the Employee or any other person or entity. That Employee further agrees that he shall requirenot retain any proprietary information of the Company, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring its parent, subsidiaries or affiliates after the termination of his employment; (ii) That Employee execute a Global Release of Liability, in a form substantially similar to the sample attached hereto, which releases liability for any and all claims, whether based in law or equity, arising from or associated with Employee’s employment or with this Agreement. That Employee further acknowledges and agrees that he has not made and will not make any assignment of any claim, cause or right of action, or any right of any kind whatsoever, arising from or associated with the employment of Employee by the Company; and, (eiii) provide to Owner hard copies of all Project related information That Employee reaffirm the covenants contained herein, in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such terminationwriting, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period including but not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof limited to the contraryfollowing: non-disclosure, non-competition and non-solicitation covenants. (d) The Employee may terminate this Agreement for reasons other than those identified in Paragraph 5(b) upon not less than 60 days prior written notice. If the event Owner hereafter notifies Manager of any default by Manager hereunderEmployee terminates this Agreement pursuant to this paragraph, from and after he shall only be entitled to the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending following: (i) written consent by Owner, Any unpaid salary through the effective date of Employee’s resignation from the Company; and (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligationsAny accrued and unused vacation pay.

Duties Upon Termination. Upon the termination of this Agreement or the removal of any terminationparticular BAM Service provided by BAM hereunder, Manager shall forthwith the Company shall: (a) surrender and deliver up assume all contracts entered into by BAM on the Company’s behalf to Owner, the Project and extent relating to all rents and income of the Project BAM Services provided hereunder, or the particular BAM Service so removed, as the case may be, if such contracts have been entered into in accordance with the provisions of this Agreement, and other monies indemnify BAM from and after the effective date of Owner on hand and in termination of this Agreement or the removal of BAM Services hereunder against any bank account after deducting reimbursable expenses and fees due Manager liability by reason of anything done or required to be done under any such contracts unless such liability results from the fraud, unlawful conduct or negligence of BAM, any act or omission of BAM which constitutes a breach of this Agreement, or any matter that is not directly related to the BAM Services provided hereunder; ; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses pay for and fees due Manager hereunder; (c) deliver to Owner indemnify BAM against the costs of all services, materials and supplies, keys and documentsif any, and such other accountings, papers and records pertaining to which may have been ordered by the Company in accordance with this Agreement, or the BAM Services so removed, as Owner shall request; the case may be, but which may not have been paid by the Company and reimbursed under this Agreement at the time of termination if such services, materials and supplies have been ordered in accordance with the provisions of this Agreement; (dc) assign such existing contracts relating pay to BAM all unpaid Services Fees earned and accrued prior to the operations and maintenance effective date of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; and (ed) provide pay to Owner hard copies BAM all reasonable transition costs in connection with the transition of all Project related information in the on-site computer systems (BAM Services from BAM to the Company or a third party service provider, which transition costs shall include IP licensing costs, data migration costs, records transfer costs, and costs associated with the transfer and use of hardware or software required for the provision of the BAM Services. Notwithstanding anything contained herein to the contrary, the Parties agree that the Company shall be permitted to solicit employees of BAM as part of and following any termination of this Agreement but shall not be obligated to do so, nor shall the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 Company be responsible for any period not covered costs or expenses of employees of BAM terminated by such BAM as a report at time result of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligationsincluding severance costs.

Duties Upon Termination. Upon In the event of any termination, Manager other than a termination by either party as a result of a material breach by the other, Cardinal Health shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income complete delivery of the Project and other monies of Owner on hand and any Packaged Product in accordance with any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project Purchase Order open as of the date notice of terminationtermination is given hereunder. Notwithstanding any provisions hereof to the contrary, in In the event Owner hereafter notifies Manager of any default termination, Cardinal Health shall promptly, after completion of any deliveries required by Manager hereunderthe immediately preceding sentence, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending return (i) written consent by Ownerany remaining inventory of materials received from Purchaser or Purchaser’s suppliers, (ii) cure of such default all packaging components paid for by Manager to the satisfaction of OwnerPurchaser, or (iii) resolution all remaining inventories of the amount Product; and (iv) any other Product or material being stored for Purchaser, to Purchaser at Purchaser’s expense. Cardinal Health shall have no obligation to return the foregoing until all outstanding invoices sent by Cardinal Health to Purchaser have been paid in full. Purchaser shall also be required to pay, at the applicable price set forth in the relevant Purchase Order for completed but not yet shipped Packaged Products, Packaged Products in process and Packaged Products shipped but not yet invoiced. In the event Purchaser breaches or terminates this Agreement or any Purchase Order (other than as a result of damagesa breach by Cardinal Health), Purchaser will also be required to pay Cardinal Health for its direct cost of all materials purchased by Cardinal Health for Packaging required under the Firm Commitment and, if anygreater, owing in addition under any Purchase Orders accepted by Manager Cardinal Health that have not been used for Packaged Products delivered to Owner by reason Purchaser, and Purchaser shall also pay an administrative fee of fifteen percent (15%) of such default by Manageramount in the event Purchaser breaches this Agreement. No Purchaser shall specify the location in the continental United States to which delivery, at Purchaser’s expense, of the foregoing is to be made. Confidential Information exchanged between Purchaser and Cardinal Health shall be promptly returned upon termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligations.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of tennination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager’s prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtennination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager’s proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner’s cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.

Duties Upon Termination. Notwithstandingtermination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager's prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager's proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner's cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to OwnerUpon the termination of this Agreement or the removal of any particular BAM Service provided by BAM hereunder, the Project and Company shall: (i) assume all rents and income contracts entered into by BAM on the Company’s behalf to the extent relating to all of the Project BAM Services provided hereunder, or the particular BAM Service so removed, as the case may be, if such contracts have been entered into in accordance with the provisions of this Agreement, and other monies indemnify BAM from and after the effective date of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under termination of this Agreement but received after or the removal of BAM Services hereunder against any liability by reason of anything done or required to be done under any such termination after deducting reimbursable expenses contracts unless such liability results from the fraud, unlawful conduct or negligence of BAM, any act or omission of BAM which constitutes a breach of this Agreement, or any matter that is not directly related to the BAM Services provided hereunder; (ii) pay for and fees due Manager hereunder; (c) deliver to Owner indemnify BAM against the costs of all services, materials and supplies, keys and documentsif any, and such other accountings, papers and records pertaining to which may have been ordered by the Company in accordance with this Agreement, or the BAM Services so removed, as Owner shall request; the case may be, but which may not have been paid by the Company and reimbursed under this Agreement at the time of termination if such services, materials and supplies have been ordered in accordance with the provisions of this Agreement; (diii) assign such existing contracts relating pay to BAM all unpaid Services Fees earned and accrued prior to the operations and maintenance effective date of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; and (eiv) provide pay to Owner hard copies BAM all reasonable transition costs in connection with the transition of all Project related information in the on-site computer systems BAM Services from BAM to the Company or a third party service provider, which transition costs shall include IP licensing costs, data migration costs, records transfer costs, and costs associated with the transfer and use of hardware or software required for the provision of the BAM Services. (b) Notwithstanding anything contained herein to the contrary, the Parties agree that the Company shall be permitted to solicit employees of BAM as part of and following any termination of this Agreement but shall not be obligated to do so, nor shall the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 Company be responsible for any period not covered costs or expenses of employees of BAM terminated by such BAM as a report at time result of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligationsincluding severance costs.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination expiration of this Agreement, all Order Forms shall automatically and immediately terminate, and Organization shall cease all use of the Services set forth in the Order Forms and shall: (i) cease accessing such Services and logging into such Services; (ii) remove any URLs for the Services or links to the Services from Organization’s websites or other materials produced by or for Organization; and (iii) return or, at PowerSchool’s option, destroy any documents or other products provided by PowerSchool or PowerSchool’s Authorized Reseller (and all copies, including electronic copies) relating to such Services including, without limitation, indemnity obligationsall training materials, data sheets, working papers and screen shots of the Services. PowerSchool shall have the right at any time following termination or expiration of this Agreement or any Order Form to utilize any chosen feature—automated or otherwise—for preventing further use of the Services. Organization acknowledges that PowerSchool utilizes features which automatically cease the operability of certain Services at the termination or expiration of an Agreement or Order Form. Termination of this Agreement or any Order Form shall be without prejudice to the obligations of PowerSchool and Organization existing at the time of termination, including, but not limited to, Organization’s obligation for payment in full of fees and other monies then due to PowerSchool, nor shall it prejudice those obligations and limitations which by their nature and meaning survive termination. If any Order Form is terminated by Organization due to a breach by PowerSchool pursuant to Section 7(a) above (Termination for Breach), PowerSchool shall provide Organization with a pro-rata credit of any fees pre-paid for unused remainder of the applicable Order Form Term. This pro-rata credit shall be less any applicable costs of implementation and support incurred by PowerSchool in connection with providing such Services. In the case of termination for any other reason (other than as set forth in Section 10 (Indemnification by PowerSchool)), there shall be no credits or refunds for Services provided and all future payments for Services shall remain due and payable as agreed by PowerSchool and Organization.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up to Owner, the Project and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; (b) deliver to Owner as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and supplies, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to PROPERTY MANAGEMENT AND LEASING AGREEMENT APARTMENTS Page 11 Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligations.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager's prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager's proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner's cost, Manager shall remain obliged to malce timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of terminationtf!nnination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to tennination.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager's prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager's proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner's cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up If the Company terminates this Agreement for any reason before the Expiration Date as extended by any automatic extensions provided for under Section 2 of this Agreement other than specified above in subsection 5(a) for Cause, 5(c)(i), for the death of the Executive, or 5(C)(ii) for disability, or if the Executive terminates this Agreement for Cause which has not been cured by the Company within thirty (30) days of receipt of written notice of the alleged breach pursuant to OwnerParagraph 5(b), the Project and all rents and income Executive shall receive the following severance pay (the “Severance Pay”): (i) An amount equal to the greater of his current Base Salary for the remainder of the Project contract term or the sum of two (2) years of his current Base Salary payable within thirty (30) days of the effective date of the termination; (ii) Amounts due under the Annual Incentive and any other monies amounts due under bonus plans of Owner which the Executive has been a participant, pro-rated for the period of the calendar year in which the Executive last performed services for the Company, in accordance with such bonus plans in effect on hand the date of the termination and payable either in a lump sum within thirty (30) days of the effective date of the termination or in accordance with the payment schedule of such plans in effect on the date of the termination, such election to be made at the option of the Company; (iii) The payment amounts set forth hereunder shall be subject to normal payroll deductions at Executive’s then-elected rate, Executive agrees to pay any bank account after deducting reimbursable expenses federal or state taxes, which are required to be paid by Executive beyond the amount of any withholding by the Company; and (iv) Continuation of the insurance coverage in effect on the date of the termination, for a period of 18 (eighteen) months with the Company paying the employer portion of the premium and fees due Manager hereunder; the Executive paying the employee portion, including dependents if applicable, of the premium during the eighteen (18) month period, provided Executive elects to continue such insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Executive is solely responsible for taking the actions necessary to exercise his rights under COBRA for the insurance coverage Executive has in effect, including dependents if applicable, on the date of termination. (b) deliver to Owner as received any monies due Owner under The parties agree, in the event of a breach of this Agreement but received after such termination after deducting reimbursable expenses by the Company that is not cured in accordance with this Agreement, that actual damages are speculative and fees due Manager hereunder; that the amount of the Severance Pay set forth herein is liquidated damages and is a reasonable estimate of what damages would be for a breach of this Agreement. (c) deliver Executive agrees and acknowledges that the following must be satisfied by the Executive before he is entitled to Owner the Severance Pay called for herein: (i) That Executive return any and all materials and suppliesCompany equipment, keys and documentssoftware, and such other accountingsdata or Company property or information, papers including documents and records pertaining or copies thereof relating in any way to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance any proprietary information of the Project as Owner Company, its parent, subsidiaries or affiliates whether prepared by the Executive or any other person or entity. That Executive further agrees that he shall requirenot retain any proprietary information of the Company, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring its parent, subsidiaries or affiliates after the termination of his employment; (ii) That Executive execute a Global Release of Liability, in a form substantially similar to the sample attached hereto, which releases liability for any and all claims, whether based in law or equity, arising from or associated with Executive’s employment or with this Agreement. That Executive further acknowledges and agrees that he has not made and will not make any assignment of any claim, cause or right of action, or any right of any kind whatsoever, arising from or associated with the employment of Executive by the Company; and, (eiii) provide to Owner hard copies of all Project related information That Executive reaffirm the covenants contained herein, in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such terminationwriting, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period including but not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof limited to the contraryfollowing: non-disclosure, non-competition and non-solicitation covenants. (d) The Executive may terminate this Agreement for reasons other than those identified in Paragraph 5(b) upon not less than 60 days prior written notice. If the event Owner hereafter notifies Manager of any default by Manager hereunderExecutive terminates this Agreement pursuant to this paragraph, from and after he shall only be entitled to the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending following: (i) written consent by Owner, Any unpaid salary through the effective date of Executive’s resignation from the Company; and (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligationsAny accrued and unused vacation pay.

Duties Upon Termination. Notwithstanding termination of this Agreement, Manager shall remain entitled to reimbursement of Reimbursable Expenditures made on or before the date of termination, and to compensation hereunder for all periods ended on or before the date of termination, including but not limited to Manager’s prorated share of the Monthly Management Fee and any Incentive Fee that Manager is entitled to. Manager may disburse such amounts to itself out of funds available to it hereunder. Upon any terminationtermination of this Agreement, Manager shall forthwith (a) surrender and deliver up to Owner, Owner the Project and all rents and income of the Project and other monies any funds of Owner on hand in the possession of Manager which are not due and in any bank account after deducting reimbursable expenses and fees due payable to Manager hereunderunder the terms hereof; (b) deliver to Owner as promptly after receipt any funds of Owner received any monies due Owner under this Agreement but received by Manager after such termination after deducting reimbursable expenses and fees due Manager hereundertermination; (c) promptly upon request deliver to Owner all materials and equipment, tools, appliances, materials, supplies, keys and documents, and such other accountings, papers and paper records pertaining solely to this Agreementthe Project which is in the possession of Manager (other than anything prepared by Manager’s proprietary software, as Owner shall requestif applicable); and (d) assign such existing contracts relating to vacate any occupied space at the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the Project. Notwithstanding termination of this Agreement; (e) provide , at Owner’s cost, Manager shall remain obliged to make timely delivery to Owner hard copies of all Project related information in reports required by Section 4.11 for periods ended on or before the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied spacedate of termination. Within sixty (60) days after such terminationtermination of this Agreement, Manager shall deliver to Owner reports of the written report types required by SECTION 4.12 Section 4.11 for any period not the periods from the end of the periods covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as the reports required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of preceding sentence through the date of termination. Notwithstanding any provisions hereof anything to the contrarycontrary herein, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No upon termination of this Agreement for any reason, Manager shall release either party from be entitled to its earned, but unpaid fees of any obligations that continue beyond kind, including but not limited to a prorated Monthly Management Fee and Incentive Fee, reimbursement of unpaid Reimbursable Expenses, for the term or termination of this Agreement, including, without limitation, indemnity obligationsperiod prior to termination.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender If a party has the right to terminate this Agreement pursuant to Section 6.1(b) or has demanded cure of a default pursuant to Section 6.1(b), that party may also suspend its own performance under this Agreement and deliver up any individual sales contracts concluded pursuant hereto and cause all amounts owed to Owner, it by the Project other party which are not yet due to become immediately due and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; payable. (b) deliver to Owner Except as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and suppliesotherwise stated herein, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination expiration of this Agreement shall release not affect any rights of the parties which accrued hereunder prior to such termination or expiration. (c) NEITHER COMPANY NOR DISTRIBUTOR SHALL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.1 OR THE TERMINATION OF DISTRIBUTOR'S EXCLUSIVITY AS TO ANY MARKET SECTOR OR GEOGRAPHIC SECTOR IN ACCORDANCE WITH SECTION 2.3. DISTRIBUTOR WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT OR THE TERMINATION OF DISTRIBUTOR'S EXCLUSIVITY AS TO ANY MARKET SECTOR OR GEOGRAPHIC SECTOR, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. Neither Company nor Distributor shall be liable to the other on account of termination or expiration of this Agreement or the termination of distributor's exclusivity as to any Market Sector or Geographic Sector in accordance with Section 2.3 for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by either party from Company or Distributor or for any obligations other reason whatsoever based upon or growing out of such termination or expiration. Distributor acknowledges that continue beyond (i) Distributor has no expectation and has received no assurances that any investment by Distributor in the term promotion of the Product shall be recovered or termination recouped or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement, includingand (ii) Distributor shall not have or acquire by virtue of this Agreement or otherwise any vested, without limitationproprietary or other right in the promotion of Company, indemnity obligationsthe Product or in "goodwill" created by its efforts hereunder. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO THIS AGREEMENT AND THAT COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY SET FORTH HEREIN.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up If the Company terminates this Agreement for any reason before the Expiration Date, other than specified above in subsection 5(a) for Cause, 5(c)(l), for the death of the employee, or 5(C)(2) for disability, or if the Employee terminates this Agreement for Cause which has not been cured by the Company within thirty (30) days of receipt of written notice of the alleged breach pursuant to OwnerParagraph 5(b), the Project and all rents and income Employee shall receive the following severance pay (the “Severance Pay”): (i) An amount equal to Base Salary through expiration of the Project term of this Agreement or one months Base Salary (as defined below) for each completed year of service with the Company, whichever is greater but in no event less than eighteen (18) months, within thirty (30) days of the effective date of the termination. The payment amount shall be subject to normal payroll deductions at Employee’s then elected rate. Employee agrees to pay any federal or state taxes, which are required to be paid by Employee beyond the amount of any withholding by the Company; (ii) Short term bonus amounts from the Executive Bonus Plan, pro-rated for the period of the calendar year in which the Employee last performed services for the Company, in accordance with the Bonus Plan in effect on the date of the termination; (iii) Long term bonus amounts from the Executive Bonus Plan, if applicable, either in a lump sum payment made within thirty (30) days of the effective date of the termination or, in accordance with the payment schedule in the Bonus Plan in effect on the date of the termination, such election to be made at the option of the Company; and, (iv) Continuation of the insurance coverage in effect on the date of the termination, for a period of 18 (eighteen) months with the Company paying the employer portion of the premium and other monies the Employee paying the employee portion, including dependents if applicable, of Owner the premium during the eighteen (18) month period, provided Employee elects to continue such insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Employee is solely responsible for taking the actions necessary to exercise his rights under COBRA for the insurance coverage Employee has in effect, including dependents if applicable, on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; the date of termination. (b) deliver to Owner as received any monies due Owner under The parties agree, in the event of a breach of this Agreement but received after such termination after deducting reimbursable expenses by the Company that is not cured in accordance with this Agreement, that actual damages are speculative and fees due Manager hereunder; that the amount of the Severance Pay set forth herein is liquidated damages and is a reasonable estimate of what damages would be for a breach of this Agreement. (c) deliver Employee agrees and acknowledges that the following must be satisfied by the Employee before he is entitled to Owner the Severance Pay called for herein: (i) That Employee return any and all materials and suppliesCompany equipment, keys and documentssoftware, and such other accountingsdata or Company property or information, papers including documents and records pertaining or copies thereof relating in any way to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance any proprietary information of the Project as Owner Company, its parent, subsidiaries or affiliates whether prepared by the Employee or any other person or entity. That Employee further agrees that he shall requirenot retain any proprietary information of the Company, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring its parent, subsidiaries or affiliates after the termination of his employment; (ii) That Employee execute a Global Release of Liability, in a form substantially similar to the sample attached hereto, which releases liability for any and all claims, whether based in law or equity, arising from or associated with Employee’s employment or with this Agreement. That Employee further acknowledges and agrees that he has not made and will not make any assignment of any claim, cause or right of action, or any right of any kind whatsoever, arising from or associated with the employment of Employee by the Company; and, (eiii) provide to Owner hard copies of all Project related information That Employee reaffirm the covenants contained herein, in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such terminationwriting, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period including but not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof limited to the contraryfollowing: non-disclosure, non-competition and non-solicitation covenants. (d) The Employee may terminate this Agreement for reasons other than those identified in Paragraph 5(b) upon not less than 60 days prior written notice. If the event Owner hereafter notifies Manager of any default by Manager hereunderEmployee terminates this Agreement pursuant to this paragraph, from and after he shall only be entitled to the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending following: (i) written consent by Owner, Any unpaid salary through the effective date of Employee’s resignation from the Company; and (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligationsAny accrued and unused vacation pay.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender and deliver up If the Company terminates this Agreement for any reason before the Expiration Date, other than specified above in subsection 5(a) for Cause, 5(c)(l), for the death of the employee, or 5(c)(2) for disability, or if the Employee terminates this Agreement for Cause which has not been cured by the Company within thirty (30) days of receipt of written notice of the alleged breach pursuant to OwnerParagraph 5(b), the Project and all rents and income Employee shall receive the following severance pay (the “Severance Pay”): (i) An amount equal to Base Salary through expiration of the Project term of this Agreement or one months Base Salary (as defined below) for each completed year of service with the Company, whichever is greater but in no event less than twelve (12) months, within thirty (30) days of the effective date of the termination. The payment amount shall be subject to normal payroll deductions at Employee’s then elected rate. Employee agrees to pay any federal or state taxes, which are required to be paid by Employee beyond the amount of any withholding by the Company; (ii) Short term bonus amounts from the Executive Bonus Plan, pro-rated for the period of the calendar year in which the Employee last performed services for the Company, in accordance with the Bonus Plan in effect on the date of the termination; (iii) Long term bonus amounts from the Executive Bonus Plan, if applicable, either in a lump sum payment made within thirty (30) days of the effective date of the termination or, in accordance with the payment schedule in the Bonus Plan in effect on the date of the termination, such election to be made at the option of the Company; and, (iv) Continuation of the insurance coverage in effect on the date of the termination, for a period of 18 (eighteen) months with the Company paying the employer portion of the premium and other monies the Employee paying the employee portion, including dependents if applicable, of Owner the premium during the eighteen (18) month period, provided Employee elects to continue such insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Employee is solely responsible for taking the actions necessary to exercise his rights under COBRA for the insurance coverage Employee has in effect, including dependents if applicable, on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; the date of termination. (b) deliver to Owner as received any monies due Owner under The parties agree, in the event of a breach of this Agreement but received after such termination after deducting reimbursable expenses by the Company that is not cured in accordance with this Agreement, that actual damages are speculative and fees due Manager hereunder; that the amount of the Severance Pay set forth herein is liquidated damages and is a reasonable estimate of what damages would be for a breach of this Agreement. (c) deliver Employee agrees and acknowledges that the following must be satisfied by the Employee before he is entitled to Owner the Severance Pay called for herein: (i) That Employee return any and all materials and suppliesCompany equipment, keys and documentssoftware, and such other accountingsdata or Company property or information, papers including documents and records pertaining or copies thereof relating in any way to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance any proprietary information of the Project as Owner Company, its parent, subsidiaries or affiliates whether prepared by the Employee or any other person or entity. That Employee further agrees that he shall requirenot retain any proprietary information of the Company, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring its parent, subsidiaries or affiliates after the termination of his employment; (ii) That Employee execute a Global Release of Liability, in a form substantially similar to the sample attached hereto, which releases liability for any and all claims, whether based in law or equity, arising from or associated with Employee’s employment or with this Agreement. That Employee further acknowledges and agrees that he has not made and will not make any assignment of any claim, cause or right of action, or any right of any kind whatsoever, arising from or associated with the employment of Employee by the Company; and, (eiii) provide to Owner hard copies of all Project related information That Employee reaffirm the covenants contained herein, in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such terminationwriting, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period including but not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof limited to the contraryfollowing: non-disclosure, non-competition and non-solicitation covenants. (d) The Employee may terminate this Agreement for reasons other than those identified in Paragraph 5(b) upon not less than 60 days prior written notice. If the event Owner hereafter notifies Manager of any default by Manager hereunderEmployee terminates this Agreement pursuant to this paragraph, from and after he shall only be entitled to the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending following: (i) written consent by Owner, Any unpaid salary through the effective date of Employee’s resignation from the Company; and (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination of this Agreement shall release either party from any obligations that continue beyond the term or termination of this Agreement, including, without limitation, indemnity obligationsAny accrued and unused vacation pay.

Duties Upon Termination. Upon any termination, Manager shall forthwith (a) surrender If a party has the right to terminate this Agreement pursuant to Section 8.1 or has demanded cure of a default pursuant to Section 8.1(b), that party may also suspend its own performance under this Agreement and deliver up any individual sales contracts concluded pursuant hereto and cause all amounts owed to Owner, it by the Project other party which are not yet due to become immediately due and all rents and income of the Project and other monies of Owner on hand and in any bank account after deducting reimbursable expenses and fees due Manager hereunder; payable. (b) deliver to Owner Except as received any monies due Owner under this Agreement but received after such termination after deducting reimbursable expenses and fees due Manager hereunder; (c) deliver to Owner all materials and suppliesotherwise stated herein, keys and documents, and such other accountings, papers and records pertaining to this Agreement, as Owner shall request; (d) assign such existing contracts relating to the operations and maintenance of the Project as Owner shall require, provided Owner shall agree to assume and indemnify Manager for all liability thereunder occurring after the termination of this Agreement; (e) provide to Owner hard copies of all Project related information in the on-site computer systems (as the Manager will retain all software); and (f) vacate any occupied space. Within sixty (60) days after such termination, Manager shall deliver to Owner the written report required by SECTION 4.12 for any period not covered by such a report at time of termination, and within sixty (60) days after any such termination, Manager shall deliver to Owner as required by SECTION 4.12 the profit and loss statement for the fiscal year or portion thereof ending on the day of termination and the balance sheet of Project as of the date of termination. Notwithstanding any provisions hereof to the contrary, in the event Owner hereafter notifies Manager of any default by Manager hereunder, from and after the date of notice of default, Manager shall not deduct or withdraw from any project bank account, from the rents and income of the Project or from any other monies paid to Manager for the account of Owner, any sums for the account of Manager, pending (i) written consent by Owner, (ii) cure of such default by Manager to the satisfaction of Owner, or (iii) resolution of the amount of damages, if any, owing by Manager to Owner by reason of such default by Manager. No termination expiration of this Agreement shall release not affect any rights of the parties which accrued hereunder prior to such termination or expiration. (c) NEITHER COMPANY NOR DISTRIBUTOR SHALL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH THIS SECTION 8. DISTRIBUTOR WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. Neither Company nor Distributor shall be liable to the other on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by either party from Company or Distributor or for any obligations other reason whatsoever based upon or growing out of such termination or expiration. Distributor acknowledges that continue beyond (i) Distributor has no expectation and has received no assurances that any investment by Distributor in the term promotion of the Product shall be recovered or termination recouped or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement, includingand (ii) Distributor shall not have or acquire by virtue of this Agreement or otherwise any vested, without limitationproprietary or other right in the promotion of Company, indemnity obligationsthe Product or in "goodwill" created by its efforts hereunder. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO THIS AGREEMENT AND THAT COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY SET FORTH HEREIN.