Events on Termination. If this Agreement is terminated, expired, or is deemed to have been terminated pursuant to the provisions hereof, either in its entirety or with respect to a Property, the following provisions shall apply with respect to all the Properties or to a specific Property, as applicable: (a) Manager shall render a final accounting within sixty (60) days after the end of the month of termination, regardless of the reason for such termination, which final accounting shall set forth any amounts due and payable to either Party hereunder. If Owner objects to all or any matter set forth in the final accounting (i) Owner shall pay the amount which is not in dispute Owner and the remaining disputed amount shall be placed by Owner into escrow; and (ii) the Parties shall work in good faith to resolve such dispute, failing which either Party may submit the matter to arbitration in accordance with Section 17.16 for the determination of such disputed amounts. Upon the resolution of such dispute, the proceeds in escrow shall be paid to the prevailing party. Manager shall again render a final accounting in accordance with this Section 14.4(a) within sixty (60) days of the end of any Transition Period that may occur in accordance with this Agreement (which, for avoidance of doubt, may be disputed by Owner as provided in the immediately preceding sentence); (b) all amounts due and owing between the Parties under this Agreement accrued to the Termination shall become due and payable (including any accrued, unfunded or underfunded liabilities under any pension plans, disability, worker compensation or other benefit plans benefiting the Employees and any unpaid Management Fees and other charges and reimbursements due Manager hereunder) within ten (10) Business Days following receipt of the final accounting described in Section 14.4(a); (c) Manager shall transfer to Owner all of Owner’s books and records respecting the Properties, or specific Property, respectively, in the custody and control of Manager, so as to ensure the orderly continuance of the operation of the Properties, or specific Property, respectively, but such books and records shall thereafter be available to Manager as reasonably necessary to perform the Transition Services, as applicable, and otherwise at all reasonable times, upon reasonable notice, for inspection, audit, examination and transcription for a period of three (3) years; (d) Manager shall, to the extent permitted by applicable laws, and at the end of any Transition Period, assign and transfer to Owner Manager’s right, title and interest (if any) in and to all liquor, restaurant and other licenses and permits (if any) used by Manager in the operation of the Properties, or specific Property, respectively, and shall cooperate with Owner, at the sole cost of Owner, in obtaining all consents necessary therefor; (e) Manager shall peaceably and quietly surrender and deliver up to Owner possession of the Properties, or specific Property, respectively, in accordance with its obligations contained herein, with the specific intent to effectuate a smooth transition of management of the Properties, or specific Property, respectively, to Owner or a third party so as to minimize any potential disturbance of customers and guests, and in connection with the foregoing, if requested by Owner in writing, Manager shall, in consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in Schedule “5”), provide the Transition Services for the duration of the Transition Period; (f) upon the Termination of this Agreement in connection with all the Properties and upon payment to Manager of all amounts due and owing to Manager hereunder, all remaining amounts in the Properties’ accounts shall be transferred to Owner at the end of any Transition Period; and (g) In consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in Schedule “5”), Manager shall provide the holder of any Mortgage with the Transition Services to the extent requested by such holder, provided that such assistance shall not materially increase Manager’s obligations under this Section 14.4 or Manager’s potential liability as result of the actions contemplated under this Section 14.4. This Section 14.4 shall survive the expiration or Termination of this Agreement.
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Samples: Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC)
Events on Termination. If this Agreement is terminated, expired, or is deemed to have been terminated pursuant to the provisions hereof, either in its entirety or with respect to a Property, the following provisions shall apply with respect to all the Properties or to a specific Property, as applicable:
(a) Manager shall render a final accounting within sixty (60) days after the end of the month of termination, regardless of the reason for such termination, which final accounting shall set forth any amounts due and payable to either Party hereunder. If Owner objects to all or any matter set forth in the final accounting (i) Owner shall pay the amount which is not in dispute Owner and the remaining disputed amount shall be placed by Owner into escrow; and (ii) the Parties shall work in good faith to resolve such dispute, failing which either Party may submit the matter to arbitration in accordance with Section 17.16 for the determination of such disputed amounts. Upon the resolution of such dispute, the proceeds in escrow shall be paid to the prevailing party. Manager shall again render a final accounting in accordance with this Section 14.4(a) within sixty (60) days of the end of any Transition Period that may occur in accordance with this Agreement (which, for avoidance of doubt, may be disputed by Owner as provided in the immediately preceding sentence);
(b) all amounts due and owing between the Parties under this Agreement accrued to the Termination shall become due and payable (including any accrued, unfunded or underfunded liabilities under any pension plans, disability, worker compensation or other benefit plans benefiting the Employees and any unpaid Management Fees and other charges and reimbursements due Manager hereunder) within ten (10) Business Days following receipt of the final accounting described in Section 14.4(a);
(c) Manager shall transfer to Owner all of Owner’s books and records respecting the Properties, or specific Property, respectively, in the custody and control of Manager, so as to ensure the orderly continuance of the operation of the Properties, or specific Property, respectively, but such books and records shall thereafter be available to Manager as reasonably necessary to perform the Transition Services, as applicable, and otherwise at all reasonable times, upon reasonable notice, for inspection, audit, examination and transcription for a period of three (3) years;
(d) Manager shall, to the extent permitted by applicable laws, and at the end of any Transition Period, assign and transfer to Owner Manager’s right, title and interest (if any) in and to all liquor, restaurant and other licenses and permits (if any) used by Manager in the operation of the Properties, or specific Property, respectively, and shall cooperate with Owner, at the sole cost of Owner, in obtaining all consents necessary therefor;
(e) Manager shall peaceably and quietly surrender and deliver up to Owner possession of the Properties, or specific Property, respectively, in accordance with its obligations contained herein, with the specific intent to effectuate a smooth transition of management of the Properties, or specific Property, respectively, to Owner or a third party so as to minimize any potential disturbance of customers and guests, and in connection with the foregoing, if requested by Owner in writing, Manager shall, in consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in Schedule “5”), provide the Transition Services for the duration of the Transition Period;
(f) upon the Termination of this Agreement in connection with all the Properties and upon payment to Manager of all amounts due and owing to Manager hereunder, all remaining amounts in the Properties’ accounts shall be transferred to Owner at the end of any Transition Period; and
(g) In consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in such Schedule “5”), Manager shall provide the holder of any Mortgage with the Transition Services to the extent requested by such holder, provided that such assistance shall not materially increase Manager’s obligations under this Section 14.4 or Manager’s potential liability as result of the actions contemplated under this Section 14.4. This Section 14.4 shall survive the expiration or Termination of this Agreement.
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Events on Termination. If this Agreement is terminated, expired, or is deemed to have been terminated pursuant to the provisions hereof, either in its entirety or with respect to a Property, the following provisions shall apply with respect to all the Properties or to a specific Property, as applicable:
(a) Manager shall render a final accounting within sixty (60) days after the end of the month of termination, regardless of the reason for such termination, which final accounting shall set forth any amounts due and payable to either Party hereunder. If Owner objects to all or any matter set forth in the final accounting (i) Owner shall pay the amount which is not in dispute Owner and the remaining disputed amount shall be placed by Owner into escrow; and (ii) the Parties shall work in good faith to resolve such dispute, failing which either Party may submit the matter to arbitration in accordance with Section 17.16 for the determination of such disputed amounts. Upon the resolution of such dispute, the proceeds in escrow shall be paid to the prevailing party. Manager shall again render a final accounting in accordance with this Section 14.4(a) within sixty (60) days of the end of any Transition Period that may occur in accordance with this Agreement (which, for avoidance of doubt, may be disputed by Owner as provided in the immediately preceding sentence);
(b) all amounts due and owing between the Parties under this Agreement accrued to the Termination shall become due and payable (including any accrued, unfunded or underfunded liabilities under any pension plans, disability, worker compensation or other benefit plans benefiting the Employees and any unpaid Management Fees and other charges and reimbursements due Manager hereunder) within ten (10) Business Days following receipt of the final accounting described in Section 14.4(a);
(c) Manager shall transfer to Owner all of Owner’s books and records respecting the Properties, or specific Property, respectively, in the custody and control of Manager, so as to ensure the orderly continuance of the operation of the Properties, or specific Property, respectively, but such books and records shall thereafter be available to Manager as reasonably necessary to perform the Transition Services, as applicable, and otherwise at all reasonable times, upon reasonable notice, for inspection, audit, examination and transcription for a period of three (3) years;
(d) Manager shall, to the extent permitted by applicable laws, and at the end of any Transition Period, assign and transfer to Owner Manager’s right, title and interest (if any) in and to all liquor, restaurant and other licenses and permits (if any) used by Manager in the operation of the Properties, or specific Property, respectively, and shall cooperate with Owner, at the sole cost of Owner, in obtaining all consents necessary therefor;
(e) Manager shall peaceably and quietly surrender and deliver up to Owner possession of the Properties, or specific Property, respectively, in accordance with its obligations contained herein, with the specific intent to effectuate a smooth transition of management of the Properties, or specific Property, respectively, to Owner or a third party so as to minimize any potential disturbance of customers and guests, and in connection with the foregoing, if requested by Owner in writing, Manager shall, in consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in Schedule “5”), provide the Transition Services for the duration of the Transition Period;
(f) upon the Termination of this Agreement in connection with all the Properties and upon payment to Manager of all amounts due and owing to Manager hereunder, all remaining amounts in the Properties’ accounts shall be transferred to Owner at the end of any Transition Period; and
(g) In consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in Schedule “5”), Manager shall provide the holder of any Mortgage with the Transition Services to the extent requested by such holder, provided that such assistance shall not materially increase Manager’s obligations under this Section 14.4 or Manager’s potential liability as result of the actions contemplated under this Section 14.4. This Section 14.4 shall survive the expiration or Termination of this Agreement.
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Events on Termination. If this Agreement is terminated, expired, or is deemed to have been terminated pursuant to the provisions hereof, either in its entirety or with respect to a Property, the following provisions shall apply with respect to all the Properties or to a specific Property, as applicableapply:
(a) Manager shall render a final accounting within sixty (60) days after the end of the month of termination, regardless of the reason for such termination, which final accounting shall set forth any amounts due and payable to either Party hereunder. If Owner objects to all or any matter set forth in the final accounting (i) Owner shall pay the amount which is not in dispute Owner and the remaining disputed amount shall be placed by Owner into escrow; and (ii) the Parties shall work in good faith to resolve such dispute, failing which either Party may submit the matter to arbitration in accordance with Section 17.16 for the determination of such disputed amounts. Upon the resolution of such dispute, the proceeds in escrow shall be paid to the prevailing party. Manager shall again render a final accounting in accordance with this Section 14.4(a) within sixty (60) days of the end of any Transition Period that may occur in accordance with this Agreement (which, for avoidance of doubt, may be disputed by Owner as provided in the immediately preceding sentence);
(b) except as may be set forth in any subordination agreement with a holder of a Mortgage, all amounts due and owing between the Parties under this Agreement accrued to the Termination shall become due and payable (including any accrued, unfunded or underfunded liabilities under any pension plans, disability, worker compensation or other benefit plans benefiting the Employees and any unpaid Management Fees and other charges and reimbursements due Manager hereunder) within ten (10) Business Days following receipt of the final accounting described in Section 14.4(a);
(c) Manager shall transfer to Owner all of Owner’s books and records respecting the Properties, or specific Property, respectively, which are in the custody and control of Manager, so as to ensure the orderly continuance of the operation of the Properties, or specific Property, respectively, but such books and records shall thereafter be available to Manager as reasonably necessary to perform the Transition Services, as applicable, and otherwise at all reasonable times, upon reasonable notice, for inspection, audit, examination and transcription for a period of three (3) years;
(d) Manager shall, to the extent permitted by applicable laws, and at the end of any Transition Period, assign and transfer to Owner Manager’s right, title and interest (if any) in and to all liquor, restaurant and other licenses and permits (if any) used by Manager in the operation of the Properties, or specific Property, respectively, and shall cooperate with Owner, at the sole cost of Owner, in obtaining all consents necessary therefor;
(e) Manager shall peaceably and quietly surrender and deliver up to Owner possession of the Properties, or specific Property, respectively, Property in accordance with its obligations contained herein, with the specific intent to effectuate a smooth transition of management of the Properties, or specific Property, respectively, Property to Owner or a third party so as to minimize any potential disturbance of customers and guests, and in connection with the foregoing, if requested by Owner in writing, Manager shall, in consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in such Schedule “5”), provide the Transition Services for the duration of the Transition Period;
(f) upon the Termination of this Agreement in connection with all the Properties and upon payment to Manager of all amounts due and owing to Manager hereunder, all remaining amounts in the Properties’ Property’s accounts shall be transferred to Owner at the end of any Transition Period; and
(g) In consideration for the fees set forth in Schedule “5” (subject to the restrictions set forth in such Schedule “5”), Manager shall provide the holder of any Mortgage with the Transition Services to the extent requested by such holder, provided that such assistance shall not materially increase Manager’s obligations under this Section 14.4 or Manager’s potential liability as result of the actions contemplated under this Section 14.4. This Section 14.4 shall survive the expiration or Termination of this Agreement.
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