Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated:
Reports of unusual occurrence The Contractor shall, during the Maintenance Period, prior to the close of each day, send to the Authority and the Authority’s Engineer, by facsimile or e- mail, a report stating accidents and unusual occurrences on the Project Highway relating to the safety and security of the Users and Project Highway. A monthly summary of such reports shall also be sent within 3 (three) business days of the closing of month. For the purposes of this Clause 15.4, accidents and unusual occurrences on the Project Highway shall include:
Rating Impact on Student Learning Growth ESE will provide model contract language and guidance on rating educator impact on student learning growth based on state and district-determined measures of student learning. Upon receiving this model contract language and guidance, the parties agree to bargain with respect to this matter.
Events Beyond Our Control If an Event Beyond Our Control occurs and prevents Us from performing any of Our obligations under this Contract to any extent, then We are not required to perform that obligation to the extent and for as long as We are prevented by that Event Beyond Our Control. If such an Event Beyond Our Control occurs and We consider it appropriate to do so, We may notify You of the Event Beyond Our Control by any reasonable means, including by a public announcement.
Train Operator Events of Default The following are Train Operator Events of Default:
Default Events (a) Any material breach of the Funding Agreement by the Recipient, including those set out below, will be an event of default (“Default Event”):
Compensation Events 44.1 The following are Compensation Events unless they are caused by the Contractor:
Authority Event of Default Any of the following events shall constitute an event of default by the Authority ("Authority Event of Default”), when not caused by a Developer Event of Default:
Special Events During the Term of the Agreement, the Concessionaire may schedule events for dates up to 12 months after the Agreement’s end date. For all events scheduled during the 12-month post-agreement period, the Concessionaire will provide a copy of the original event contract to the Department. All special event contracts for events after the Agreement’s end date must provide notice that the contract may be assigned to another concessionaire at the Department’s request. The Department may either issue a permit authorizing the Concessionaire to fulfill these event obligations or require the Concessionaire to assign the contracts and deposits to another concessionaire. In the event of a cancellation, the Concessionaire will not pursue or accept a replacement date or event, unless the Department’s Agreement Manager gives written pre-approval. After the Agreement’s end date, the Concessionaire will not schedule any additional events or reschedule existing events.
Adjustment events In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.
