NON-CURABLE TERMINATING EVENTS Sample Clauses

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (1) the Bankruptcy of Manager; (2) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; (3) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; (4) the foreclosure by any mortgagee upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; (5) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or (6) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing the Proper...
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NON-CURABLE TERMINATING EVENTS. (i) The Owner may terminate this Advisory Agreement on not less than 30 days written notice to Advisor upon the occurrence of any of the following events:
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NON-CURABLE TERMINATING EVENTS. The Authority may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (i) an act of fraud perpetrated by any officer or member of Manager in connection with the performance by Manager of its obligations under this Agreement; (ii) an act of fraud perpetrated by any employee, agent or representative (other than officers) of Manager, or embezzlement or theft perpetrated by any employee, agent or representative of Manager in connection with the performance of Manager of its obligations under this Agreement, for which Manager shall not promptly (i) make full restitution to the Enterprise to the extent such loss is not covered by insurance proceeds, (ii) to the extent permitted under applicable law, terminate the employee(s), agent(s) and representative(s) perpetrating such fraud, embezzlement or theft and (iii) institute appropriate procedures to prevent any further fraud, embezzlement or theft by similar means; (iii) the existence of a pattern or practice of fraud, embezzlement or theft resulting from the gross negligence of Manager in connection with the performance of Manager of its obligations under this Agreement; (iv) the suspension or termination of the gaming license of any member, officer or director of Manager as a result of any criminal conviction; provided, that Manager has not removed such person from all responsibility with respect to Manager within such 15-day period; or (v) the suspension of the Manager's gaming license in accordance with the terms and conditions of this Agreement and the Tribal Gaming Code.
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NON-CURABLE TERMINATING EVENTS. The Owner may terminate this Asset Management Agreement on not less than 30 days written notice to the Asset Manager upon the occurrence of any of the following events: (a) The Bankruptcy of the Asset Manager; (b) An act of fraud, embezzlement or theft, (which, in the case of theft, constitutes a felony) against Owner or its Affiliates which causes it material injury and is perpetrated by Asset Manager in its corporate capacity (as distinguished from the acts of any employees of Asset Manager that are taken without the approval or complicity of the board of directors of the Asset Manager);
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NON-CURABLE TERMINATING EVENTS. (i) The Owner may terminate this Advisory Agreement on not less than 30 days written notice to the Advisor upon the occurrence of any of the following events: (x) the Bankruptcy of the Advisor; (y) an act of fraud, embezzlement or theft (which, in the case of theft, constitutes a felony) against Owner or its Affiliates which causes it material injury is perpetrated by Advisor or by Developer or by Manager in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of such entities' managing general partner) under this Agreement, the Management Agreements, the Master Development Framework Agreement, any Development Agreement or any Leasing Agreement; and (z) the aggregate direct and indirect interest of Westfield America Trust and Westfield Holdings Limited or their respective Affiliates (including any investment vehicle sponsored, promoted or managed by any such entity) in the Owner is less than 20%;
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NON-CURABLE TERMINATING EVENTS. Company may terminate this Agreement on 15 days prior written notice to Acquisition Member upon (a) the occurrence of the Bankruptcy of Acquisition Member; or (b) an act of fraud, embezzlement or theft constituting a felony against Company or its Affiliates which causes it (i) material injury; is perpetrated by Acquisition Member in its corporate capacity (as distinguished from the acts of any employees that are performed without the complicity of the managing members of Acquisition Member) under this Agreement.
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NON-CURABLE TERMINATING EVENTS. Owner may terminate this Agreement immediately by written notice to Westfield upon the occurrence of any of the following events: (a) a Bankruptcy Event occurring with respect to Westfield; or (b) the foreclosure by any mortgagee upon the Center or the taking of possession thereof by a deed-in-lieu of foreclosure or any other transfer to a mortgagee, directly or indirectly, except as otherwise agreed in writing by Westfield and such mortgagee. (c) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Westfield or by Manager or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Westfield's general partner) under this Agreement, any Management Agreements, the Leasing Agreement, the Advisory Agreement, the Development Framework Agreement, any Other Development Agreement or any Other Leasing Agreement; or (d) the Center or a substantial part of the Center is damaged or destroyed where the Owner has determined not to rebuild or reconstruct and to abandon the Project, provided, however, that this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Center or develop a new shopping center as a replacement for the Center and such damage or destruction shall be deemed a Force Majeure Event hereunder.
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NON-CURABLE TERMINATING EVENTS. (i) The Owner may terminate this Advisory Agreement on not less than 30 days written notice to Advisor upon the occurrence of any of the following events: (x) the Bankruptcy of Advisor; or (y) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Advisor or by Developer or by Manager in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of such entities' managing general partner) under this Agreement, the Management Agreements, the Development Framework Agreements, any Development Agreement or any Leasing Agreement.
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Related to NON-CURABLE TERMINATING EVENTS

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • SUSPENSION & TERMINATION FOR DEFAULT Enterprise Services may suspend Contractor’s operations under this Master Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services’ reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor’s rights under this Master Contract. All of Contractor’s obligations to Enterprise Services and Purchasers survive termination of Contractor’s rights under this Master Contract, until such obligations have been fulfilled.

  • Other Termination Events Subject to Section 5.3(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) termination of this Agreement in accordance with Section 5.1 by written notice.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Additional Termination Events (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty may, within five Scheduled Trading Days of the Conversion Date for such Early Conversion, provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i) (provided that Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any delivery of an Early Conversion Notice); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; (C) any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction; (D) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and (E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected Number of Options. (ii) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iii) Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 10.01(m) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.

  • Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Acceleration Termination of Facilities Terminate the Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

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