Common use of Immediate termination by us Clause in Contracts

Immediate termination by us. We have the right to terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b); (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order or (ii) remains undismissed for forty-five (45) days; or (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel site, whether through foreclosure, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any of the owners of a controlling Equity Interest is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); or (n) Transfers any interest in this Agreement or in the Hotel other than in the transaction that we have approved (unless the transfer is of a type described in Paragraph 11 where our approval is not required); or (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf; (3) Information involving you or your affiliates, whether provided by you under Subparagraph 6.a.

Immediate termination by us. We have the right to terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b); (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel site, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any of the owners of a controlling Equity Interest is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); or; (n) Transfers any interest in this Agreement or in the Hotel other than in the transaction that we have approved (unless the transfer Transfer is of a type described in Paragraph 11 where our approval is not required); or (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf;; of (p) Becomes a “Specially Designated National or Blocked Person” as defined in Subparagraph 16.o. or fails to comply with the provisions of Subparagraph 16.o, including a breach of the representations set forth therein or we discover through notice from you or through our own investigation that the representations set forth in Subparagraph 16.o. are or have become false. (3) Information involving you or your affiliates, whether provided by you under Subparagraph 6.a6.a.(29) or obtained through Hilton’s or our own investigation, discloses facts concerning you or your affiliates, including your respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the property over which the Hotel is constructed or any other property used by the Hotel, including leased commercial space, which, in the reasonable opinion of Hilton is likely to adversely reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; (4) We make a reasonable determination that continued operation of the Hotel by you will result in an imminent danger to public health or safety; or (5) Any guarantor of your obligations under this Agreement breaches its guarantee, if any, or any guarantee fails to be a continuing obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of the guarantee or guarantor, and the guarantor fails to provide adequate assurances to us as we may reasonably request.

Immediate termination by us. We have the right to may terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable lawApplicable Law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation breach of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You You, or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a a: receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b)) above; (d) Suffers initiation of any case, proceeding proceedings or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, insolvency reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action action: (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order order; or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars Dollars’ ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel siteSite, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any Or any of the owners of a controlling Equity Interest interest is or is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); orwithout our prior written consent; (n) Transfers any interest in Licensee, this Agreement or in Agreement, the Hotel or the Hotel Site, other than in the a transaction that we have approved (unless the transfer Transfer is of a type described in Paragraph 11 where our approval is not required); or; (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf;; or (p) Becomes a Restricted Person or is owned or controlled by a Restricted Person or fails to comply with the Restricted Persons or anti-bribery provisions of Subparagraph 16.0., including a breach of the representations set forth therein. (3) Information information involving you or your affiliatesAffiliates, whether provided by you under Subparagraph 6.a6.a(29) or obtained through Hilton’s or our own investigation, discloses facts concerning you or your Affiliates, including your or your Affiliates’ respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the property over which the Hotel is constructed or any other property used by the Hotel, including leased commercial space, which, in the reasonable opinion of Hilton is likely to adversely reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; (4) We make a reasonable determination that continued operation of the Hotel by you will result in an imminent danger to public health or safety; or (5) Any guarantor of your obligations under this Agreement breaches its guarantee, if any, or any guarantee fails to be a continuing obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of the guarantee or guarantor, and the guarantor fails to provide adequate assurances to us as we may reasonably request.

Immediate termination by us. We have the right to may terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable lawApplicable Law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation breach of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You You, or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b)) above; (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action action: (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order order; or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel siteSite, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any Or any of the owners of a controlling Equity Interest is or is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); orwithout our prior written consent; (n) Transfers any interest in Licensee, this Agreement or in Agreement, the Hotel or the Hotel Site, other than in the a transaction that we have approved (unless the transfer Transfer is of a type described in Paragraph 11 where our approval is not required); or; (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf;; or (p) Becomes a Restricted Person or is owned or controlled by a Restricted Person or fails to comply with the Restricted Persons or anti-bribery provisions of Subparagraph 16.0., including a breach of the representations set forth therein. (3) Information involving you or your affiliatesAffiliates, whether provided by you under Subparagraph 6.a6.a.(29) or obtained through Hilton’s or our own investigation, discloses facts concerning you or your Affiliates, including your or your Affiliates’ respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the property over which the Hotel is constructed or any other property used by the Hotel, including leased commercial space, which, in the reasonable opinion of Hilton is likely to adversely reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; (4) We make a reasonable determination that continued operation of the Hotel by you will result in an imminent danger to public health or safety; or (5) Any guarantor of your obligations under this Agreement breaches its guarantee, if any, or any guarantee fails to be a continuing obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of the guarantee or guarantor, and the guarantor fails to provide adequate assurances to us as we may reasonably request.

Immediate termination by us. We have the right to may immediately terminate this Agreement immediately upon on notice to you (or terminate it at and without any opportunity to cure the earliest time permitted by applicable law) if one or more of the following breaches to this Agreement or any of its attachments occurdefault if: (1) After 14.2.1 after curing any material violation breach of this Agreement or the ManualStandards, you engage in the same noncompliance non-compliance within any consecutive twenty twenty-four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance non-compliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; 14.2.2 you receive three (23) You or notices of material default in any guarantor of your obligations under this Agreement:twelve (12) month period, even if the defaults have been cured; (a) Generally fails 14.2.3 you fail to pay its debts as they become due or admits admit in writing its your inability to pay its debts, your debts or makes you make a general assignment for the benefit of its your creditors; or; (b) Commences 14.2.4 you have an order entered against you appointing a receiver for the Hotel or a substantial part of your or the Hotel's assets or you file a voluntary petition in bankruptcy or any case, proceeding or other action pleading seeking any reorganization, arrangement, adjustment, liquidation, or dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtorslaw, or seeking appointment of a receiver, trustee, custodian you admit or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action fail to authorize any of contest the actions set forth above in clauses (a) or (b); (d) Suffers initiation material allegations of any case, proceeding such pleading filed against you or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its propertythe Hotel, and such case, proceeding or other the action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after you under the entry Bankruptcy Code, the adjudication of you as insolvent, or the abatement of the order claims of creditors of you or (ii) remains undismissed for forty-five (45) days; or (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) daysunder any law; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate 14.2.5 you or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses your Guarantor lose possession or the right to possession of all or a significant part of the Hotel or Hotel site, whether through foreclosure, loss of lease, or Site for any reason other reasons apart from than those described in Paragraph 12Section 11; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing 14.2.6 you fail to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests 14.2.7 you contest in any court or proceeding our ownership of the System or any part of the System, System or the validity of any of the Marks; (j) Takes 14.2.8 you or any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any of the owners of Equity Owner with a controlling Equity Interest is discovered to are or have been convicted of a felony (or any other offense or conduct conduct, if we reasonably determine in our business judgment it is likely to adversely reflect upon on or affect the Hotel, the System, us and/or any Entity); (l) Conceals 14.2.9 you conceal revenues, maintains maintain false books and records of accounts, submits submit false reports or information to us or otherwise attempts attempt to defraud us; (m) Becomes 14.2.10 you, your Affiliate or a Guarantor become a Competitor (except as defined in Subparagraph 6.a.(23)); orotherwise permitted by Subsection 5.1.15; (n) Transfers 14.2.11 you Transfer any interest in yourself, this Agreement or in Agreement, the Hotel or the Hotel Site, other than in the transaction that we have approved (unless the transfer is of a type described in Paragraph 11 where our approval is not required); or (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on compliance with Section 13 and its behalfsubparts; (3) Information involving you or your affiliates, whether provided by you under Subparagraph 6.a.

Immediate termination by us. We have the right to may terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable lawApplicable Law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation breach of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You You, or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b)) above; (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action action: (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order order; or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel siteSite, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner;, (k) Any Or any of the owners of a controlling Equity Interest is or is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); orwithout our prior written consent; (n) Transfers any interest in Licensee, this Agreement or in Agreement, the Hotel or the Hotel Site, other than in the a transaction that we have approved (unless the transfer Transfer is of a type described in Paragraph 11 where our approval is not required); or; (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf;; or (p) Becomes a Restricted Person or is owned or controlled by a Restricted Person or fails to comply with the Restricted Persons or anti-bribery provisions of Subparagraph 16.o., including a breach of the representations set forth therein. (3) Information involving you or your affiliatesAffiliates, whether provided by you under Subparagraph 6.a6.a.(29) or obtained through Hilton’s or our own investigation, discloses facts concerning you or your Affiliates, including your or your Affiliates’ respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the property over which the Hotel is constructed or any other property used by the Hotel, including leased commercial space, which, in the reasonable opinion of Hilton is likely to adversely reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; (4) We make a reasonable determination that continued operation of the Hotel by you will result in an imminent danger to public health or safety; or (5) Any guarantor of your obligations under this Agreement breaches its guarantee, if any, or any guarantee fails to be a continuing obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of the guarantee or guarantor, and the guarantor fails to provide adequate assurances to us as we may reasonably request.

Immediate termination by us. We have the right to may terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable lawApplicable Law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation breach of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You You, or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b)) above; (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action action: (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order order; or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel siteSite, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any Or any of the owners of a controlling Equity Interest is or is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); orwithout our prior written consent; (n) Transfers any interest in Licensee, this Agreement or in Agreement, the Hotel or the Hotel Site, other than in the a transaction that we have approved (unless the transfer Transfer is of a type described in Paragraph 11 where our approval is not required); or; (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf;, or (p) Becomes a Restricted Person or is owned or controlled by a Restricted Person or fails to comply with the Restricted Persons or anti-bribery provisions of Subparagraph 16.o., including a breach of the representations set forth therein. (3) Information involving you or your affiliatesAffiliates, whether provided by you under Subparagraph 6.a6.a.(29) or obtained through Hilton’s or our own investigation, discloses facts concerning you or your Affiliates, including your or your Affiliates’ respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the property over which the Hotel is constructed or any other property used by the Hotel, including leased commercial space, which, in the reasonable opinion of Hilton is likely to adversely reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; (4) We make a reasonable determination that continued operation of the Hotel by you will result in an imminent danger to public health or safety; or (5) Any guarantor of your obligations under this Agreement breaches its guarantee, if any, or any guarantee fails to be a continuing obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of the guarantee or guarantor, and the guarantor fails to provide adequate assurances to us as we may reasonably request.

Immediate termination by us. We have the right to terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You You, or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b); (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel siteSite, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any Or any of the owners of a controlling Equity Interest is or is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); or) without our prior written consent; (n) Transfers any interest in this Agreement or in the Hotel other than in the a transaction that we have approved (unless the transfer Transfer is of a type described in Paragraph 11 where our approval is not required); or; (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf;; or (p) Becomes a “Restricted Person” as defined in Subparagraph 16.o. or fails to comply with the Restricted Persons or anti-bribery provisions of Subparagraph 16.o., including a breach of the representations set forth in Subparagraph 16.o. or we discover through notice from you or through our own investigation that the representations set forth in Subparagraph 16.o. are or have become false. (3) Information involving you or your affiliates, whether provided by you under Subparagraph 6.a6.a.(29) or obtained through Hilton’s or our own investigation, discloses facts concerning you or your affiliates, including your respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the property over which the Hotel is constructed or any other property used by the Hotel, including leased commercial space, which, in the reasonable opinion of Hilton is likely to adversely reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; (4) We make a reasonable determination that continued operation of the Hotel by you will result in an imminent danger to public health or safety; or (5) Any guarantor of your obligations under this Agreement breaches its guarantee, if any, or any guarantee fails to be a continuing obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of the guarantee or guarantor, and the guarantor fails to provide adequate assurances to us as we may reasonably request.

Immediate termination by us. We have the right to terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b); (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel site, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any of the owners of a controlling Equity Interest is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); or; (n) Transfers any interest in this Agreement or in the Hotel other than in the transaction that we have approved (unless the transfer is of a type described in Paragraph 11 where our approval is not required); or (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf; (3) Information involving you or your affiliates, whether provided by you under Subparagraph 6.a.

Immediate termination by us. We have the right to terminate this Agreement immediately upon notice to you (or terminate it at the earliest time permitted by applicable law) if one or more of the following breaches to this Agreement or any of its attachments occur: (1) After curing any material violation of this Agreement or the Manual, you engage in the same noncompliance within any consecutive twenty four (24) month period, whether or not the noncompliance is corrected after notice; or after we have notified you of your noncompliance with any of the requirements imposed by this Agreement or the Manual, regardless of materiality, you engage in a pattern of noncompliance with any of those requirements, whether or not the noncompliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; (2) You or any guarantor of your obligations under this Agreement: (a) Generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of its creditors; or; (b) Commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; (c) Takes any corporate or other action to authorize any of the actions set forth above in clauses (a) or (b); (d) Suffers initiation of any case, proceeding or other action against it seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it which is not fully stayed within seven (7) business days after the entry of the order or (ii) remains undismissed for forty-five (45) days; or; (e) Allows an attachment to remain on all or a substantial part of the Hotel or of its assets for thirty (30) days; (f) Fails within sixty (60) days of the entry of a final judgment against it in any amount exceeding One Hundred Thousand Dollars ($100,000) to discharge, vacate or reverse the judgment, or to stay execution of it, or if appealed, to discharge the judgment within thirty (30) days after a final adverse decision in the appeal; (g) Loses possession or the right to possession of all or a significant part of the Hotel or Hotel site, whether through foreclosure, including, but not limited to, foreclosure of any lien, trust deed, or mortgage, loss of lease, or for other reasons apart from those described in Paragraph 12; (h) Fails to continue to identify the Hotel to the public as a System hotel, or abandons the operation of the Hotel by failing to operate the Hotel for five (5) consecutive days, or any shorter period after which it is not unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the Hotel, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; (i) Contests in any court or proceeding our ownership of the System or any part of the System, or the validity of any of the Marks; (j) Takes any action toward dissolving or liquidating itself, if it is a corporation, limited liability company or partnership, except for death of a partner; (k) Any of the owners of a controlling Equity Interest is discovered to have been convicted of a felony (or any other offense or conduct if we reasonably determine it is likely to adversely reflect upon or affect the Hotel, the System, us and/or any Entity); (l) Conceals revenues, maintains false books and records of accounts, submits false reports or information to us or otherwise attempts to defraud us; (m) Becomes a Competitor (as defined in Subparagraph 6.a.(23)); or; (n) Transfers any interest in this Agreement or in the Hotel other than in the transaction that we have approved (unless the transfer Transfer is of a type described in Paragraph 11 where our approval is not required); or (o) Does not purchase or maintain insurance required by this Agreement, or does not reimburse us for our purchase of insurance on its behalf;; of (p) Becomes a “Specially Designated National or Blocked Person” as defined in Subparagraph 16.o. or fails to comply with the provisions of Subparagraph 16.o, including a breach of the representations set forth therein or we discover through notice from you or through our own investigation that the representations set forth in Subparagraph 16.o. are or have become false. (3) Information involving you or your affiliates, whether provided by you under Subparagraph 6.a6.a.(29) or obtained through Hilton’s or our own investigation, discloses facts concerning you or your affiliates, including your respective officers, directors, shareholders, partners or members, and/or the Hotel, or title to the property over which the Hotel is constructed or any other property used by the Hotel, including leased commercial space, which, in the reasonable opinion of Hilton is likely to adversely reflect upon or affect in any manner, any gaming licenses or permits held by the Entities or the then current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; (4) We make a reasonable determination that continued operation of the Hotel by you will result in an imminent danger to public health or safety; or (5) Any guarantor of your obligations under this Agreement breaches its guarantee, if any, or any guarantee fails to be a continuing obligation fully enforceable against the person(s) signing the guarantee, or if there is any inadequacy of the guarantee or guarantor, and the guarantor fails to provide adequate assurances to us as we may reasonably request.