Management Agreement Terminations Sample Clauses
The Management Agreement Terminations clause outlines the conditions and procedures under which a management agreement between parties can be ended. Typically, this clause specifies the required notice period, acceptable grounds for termination such as breach of contract or insolvency, and any obligations that must be fulfilled upon termination, like final payments or return of property. Its core function is to provide a clear and fair process for ending the management relationship, thereby reducing uncertainty and potential disputes if either party needs to exit the agreement.
Management Agreement Terminations. The Parties agree that if at any time during the sixty (60) month period following the Closing (the “Protected Period”), any Member or EOC Beneficial Owner willfully and intentionally takes any action that results in the termination of any of the Management Agreements with respect to the Managed Properties (other than a termination due to (A) a bona fide sale of a Managed Property to a third party, (B) a foreclosure or other transfer of a Managed Property to a lender in satisfaction of indebtedness, or (C) any action willfully and intentionally taken, or the willful and intentional omission to take any action, by Purchaser Parties, EOP, EOC, or any of their respective Affiliates that causes or results in the termination of such Management Agreement, excluding (i) any termination by the Purchaser Parties, EOC, EOP or their respective Affiliates following a default by a counterparty, (ii) any failure to renew any Management Agreement upon expiration on economic terms or length of term less favorable to the Acquired Company than those contained in the agreement as of the date hereof or (iii) any failure to amend any Management Agreements to provide for economic terms or length of terms less favorable to the Acquired Company than those contained in the agreement as of the date hereof) (a “Qualified Termination”), then Members and EOC Beneficial Owners shall pay to the applicable Acquired Company an amount equal to the product of (x) the number of whole months remaining in the Protected Period following the effective date of the Qualified Termination and (y) the amount set forth under the heading “Monthly Net Fee Income” on Schedule 11.8.8 that corresponds to the applicable Management Agreement (“Make Whole Payment”). Notwithstanding the foregoing, subject to the consummation of the Closing, any termination of the Peachtree Management Agreements due to a sale to a third Person, which sale is consummated between the date hereof and July 6, 2012 shall be deemed a Qualified Termination and obligate Members and EOC Beneficial Owners to pay Parent the applicable Make Whole Payments with respect to the Managed Properties included in such sale in accordance with the terms of this Section 11.8.8. Each Member or EOC Beneficial Owner shall only be responsible for his or her pro rata share of any Make Whole Payment due to Parent (based on each EOP Former Member’s applicable EOC Membership Interest Percentage multiplied by 75% and each EOC Beneficial Owner’s applicable Ban...
Management Agreement Terminations. A termination of management agreement for each Development duly executed by the Property Manager and the applicable Seller including a waiver by Property Manager of all leasing commissions owed to Property Manager.