Common use of Owner Event of Default Clause in Contracts

Owner Event of Default. Owner shall be immediately in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default below (each, an “Owner Event of Default”): (a) Owner becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors, or insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced by Owner; (b) insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced against Owner and such proceeding shall remain undismissed or unstayed for a period of sixty (60) days; (c) any material representation or warranty made by Owner herein was false or misleading when made and Owner fails to remedy such false or misleading representation or warranty within thirty (30) days after Owner receives a Notice from Contractor with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty (120) days after the earlier of the date on which Owner first knew of such misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect thereto; (d) Owner assigns or transfers this Agreement or any right or interest herein, except in accordance with Article 26; (e) Owner fails to maintain any insurance coverages required of it in accordance with Article 21 and Owner fails to remedy such breach within ten (10) days after the Owner first receives a Notice from Contractor with respect thereto; or (f) Owner fails to perform or observe in any respect any provision of this Agreement providing for the payment of undisputed amounts of money to Contractor or any other material provision of this Agreement not otherwise addressed in this Section 19.4, and such failure continues for ten (10) days after Notice from Contractor in the case of an undisputed payment obligation and thirty (30) days in the case of any other obligation, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and EXECUTION COPY diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty (120) days, in each case after the earlier of the date on which Owner first knew of such failure to perform or the date on which Owner first receives a Notice from Owner with respect thereto.

Owner Event of Default. Owner shall be immediately in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, an “Owner Event of Default”): (a) Owner becomes insolventfails to pay any amount of the Contract Price owing under this Agreement that is not disputed in good faith, generally and such failure remains outstanding for a period of twenty (20) Business Days after Owner has received a notice of such payment default from Contractor stating that if Owner does not pay its debts as they become due, admits such amount Contractor may terminate in writing its inability to pay its debts, or makes an assignment for the benefit of creditors, or insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced by Owner;accordance with Section 20.4; or (b) insolvencyAn Insolvency Event occurs with respect to Owner or, receivershipwhile the Equity Contribution Agreement is required to be in place, reorganization, or bankruptcy or similar proceedings are commenced against Owner and such proceeding shall remain undismissed or unstayed for a period of sixty (60) days;MEHC; or (c) any material representation or warranty made by Owner herein was false or misleading when made and Owner fails to remedy such false or misleading representation or warranty within thirty (30) days after Owner receives a Notice from Contractor with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty (120) days after the earlier of the date on which Owner first knew of such misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect thereto; (d) Owner assigns or transfers this Agreement or any right or interest herein, except in accordance with Article 26; (e) Owner fails to maintain any insurance coverages required of it in accordance with Article 21 23 and Owner fails to remedy such breach within ten thirty (1030) days Days after the date on which Owner first receives a Notice notice from Contractor with respect thereto; or (fd) Owner fails to perform or observe violates in any material respect any provision of this Agreement providing for the payment of undisputed amounts of money to Contractor or any other material provision provisions of this Agreement not otherwise addressed in this Section 19.420.3, and such failure continues which violation remains uncured for ten (10) days after Notice from Contractor in the case of an undisputed payment obligation and thirty (30) days in the case Days following Owner's receipt of any other obligationwritten notice thereof from Contractor; provided, except that if such thirty (30) day limit shall violation is capable of cure but cannot reasonably be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure cured within such thirty (30) day Day period, then Owner's right to cure shall extend beyond such thirty (30) Day period for so long as Owner is diligently attempting to cure such violation; or *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (e) Owner assigns or transfers this Agreement or any right or interest herein except in accordance with Article 26; or (f) defaults in the performance of its obligations under the *** or the *** is invalid, no longer in effect or unenforceable for any reason and EXECUTION COPY diligently prosecutes Owner has failed to deliver a replacement therefor acceptable to Contractor within five (5) Business Days after such cure; and (iii) such cure is accomplished within one hundred twenty (120) daysfailure, in each case after while the earlier of the date on which Owner first knew of such failure *** is required to perform or the date on which Owner first receives a Notice from Owner with respect theretobe in place.

Owner Event of Default. Owner shall be immediately in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default below (each, an “Owner Event of Default”): (a) Owner becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an a general assignment for the benefit of creditors, or commences any case, proceeding or other action seeking reorganization or receivership, or adopts an arrangement with creditors, under any bankruptcy, insolvency, receivership, reorganization, or bankruptcy reorganization or similar proceedings are commenced by Ownerlaw of the United States or any state thereof for the relief of creditors or affecting the rights or remedies of creditors generally; (b) insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced against Owner and such proceeding shall remain undismissed or unstayed for a period of sixty thirty (6030) days; (c) any material representation or warranty made by Owner herein was false or misleading when made and Owner fails to remedy such false or misleading representation or warranty within thirty (30) days after Owner receives a Notice from Contractor with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; , (ii) Owner commences such cure within such thirty (30) day period and diligently prosecutes such cure; , and (iii) such cure is accomplished within one hundred twenty seventy five (12075) days after the earlier of the date on which Owner first knew of such the misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect thereto; (d) Owner assigns or transfers this Agreement or any right or interest herein, except in accordance with Article 26; (e) Owner fails to maintain any insurance coverages required of it in accordance with Article 21 and Owner fails to remedy such breach within ten five (105) days after the EXECUTION COPY earlier of the date on which Owner first knew of such misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect thereto; or (f) Owner fails to perform or observe in any respect any provision of this Agreement providing for the payment of undisputed amounts of money to Contractor or any other material provision of this Agreement not otherwise addressed in this Section 19.4, and such failure continues for ten (10) days after Notice from Contractor in the case of an undisputed a payment obligation and thirty (30) days in the case of any other obligation, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and EXECUTION COPY diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty seventy five (12075) days, in each case after the earlier of the date on which Owner first knew of such failure to perform or the date on which Owner first receives a Notice from Owner with respect thereto.

Owner Event of Default. Owner immediately shall be immediately in material default of its obligations pursuant to this Agreement Contract upon the occurrence of any one or more events of default set forth below (each, an “Owner Event of Default”): (a) Owner becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors, or insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced by Owner; (b) insolvencyInsolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced against Owner and such proceeding shall remain undismissed or unstayed for a period of sixty thirty (6030) days; (c) any material representation or warranty made by Owner herein in Section 5.2 was materially false or misleading when made and Owner fails to remedy such false or misleading representation or warranty warranty, and to make Contractor whole for any consequences thereof, within thirty (30) days after Owner receives a Notice from Contractor with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty (120) days after the earlier of the date on which Owner first knew of such misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect thereto; (d) Owner assigns or transfers this Agreement or any right or interest herein, except in accordance with Article 26; (e) Owner fails to maintain any insurance coverages required of it in accordance with Article 21 23 and Owner fails to remedy such breach within ten five (105) days after the Owner first receives a Notice from Contractor with respect thereto; (e) Owner fails to maintain or replenish the Letter of Credit required of it in accordance with the requirements of the LNTP and this Contract, or the issuing bank of such Letter of Credit shall revoke such Letter of Credit prior to the scheduled expiry thereof; or (f) Owner fails to perform or observe in any respect any provision of this Agreement Contract providing for the payment of undisputed amounts of money that is indisputably owed to Contractor or any other material provision of this Agreement Contract not otherwise addressed in this Section 19.420.4, and such failure continues for ten (10) days [***] after Notice from Contractor receipt of Contractor’s written notice in the case of an undisputed a payment obligation and thirty (30) days [***] after receipt of Contractor’s written notice in the case of any other obligation, except such thirty (30) day [***] limit shall be extended if: if (i) curing such failure reasonably requires more than thirty (30) days; [***] but can reasonably be accomplished within [***], (ii) Owner commences such cure within such thirty (30) day [***] period and EXECUTION COPY diligently prosecutes such cure; , and (iii) such cure is accomplished within one hundred twenty (120) days[***], in each case after the earlier of the date on which Owner first knew of such failure to perform or the date on which Owner first receives a Notice from Owner Contractor with respect thereto.

Owner Event of Default. Owner The following actions or events shall be immediately in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default below (each, constitute an “Owner Event of Default”):” under this Agreement: (a) A failure by Owner becomes insolventto deposit in the Operating Accounts, generally does not pay its debts Reserve Accounts or other Bank Accounts any funds requested by Manager in accordance with a Funds Request (accepted by Owner, as they become due, admits in writing its inability directed by the Operating Committee pursuant to pay its debtsSection 17.1, or makes an assignment as otherwise required by this Agreement), and after receipt of a written notice of default from the Manager (which except as otherwise specifically provided in this Agreement must be delivered to Owner at least thirty (30) days prior to the date requested for the benefit of creditorsperformance), or insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced such failure by Owner; (b) insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced against Owner and such proceeding shall remain undismissed or unstayed continue for a period of more than sixty (60) days; (cb) A material breach by Owner of any material representation or warranty made by Owner herein was false expressly set forth in this Agreement that has a materially adverse effect on the Operation of the Managed Facilities or misleading when made the rights and Owner fails to remedy such false or misleading representation or warranty obligations of Manager and that is not cured within thirty (30) days after Owner receives delivery of notice of such default by Manager to Owner; provided, however, (i) if the default is not susceptible of cure within a Notice from Contractor with respect thereto, except such thirty (30) day limit shall be extended if: period; and, (iii) curing such failure reasonably requires more than to cure the default within thirty (30) days; days would not expose Manager to an imminent and material risk of criminal liability, or expose Manager to significant financial loss, the thirty (ii30) day cure period shall be extended if Owner commences such to cure the default within such thirty (30) day period and diligently prosecutes thereafter proceeds with reasonable diligence to complete such cure; and (iii) provided, however, that in no event shall such cure is accomplished within one hundred twenty period exceed ninety (12090) days after in the earlier aggregate; (c) A Transfer by Owner in violation of the date on which Owner first knew of such misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect theretoArticle 11; (d) Owner assigns or transfers this Agreement From and after the Effective Date, if at any time during the Term, Owner, its Parent Companies or any Equity Owner of such Parent Company becomes a Prohibited Person; provided, however, Owner shall have the right or interest herein, except in accordance with Article 26; (e) Owner fails to maintain any insurance coverages required of it in accordance with Article 21 and Owner fails to remedy cure such breach default within ten (10) days after the Owner first receives a Notice from Contractor with respect thereto; or (f) Owner fails to perform or observe in any respect any provision of this Agreement providing for the payment of undisputed amounts of money to Contractor or any other material provision of this Agreement not otherwise addressed in this Section 19.4, and such failure continues for ten (10) days after Notice from Contractor in the case of an undisputed payment obligation and thirty (30) days in the case after delivery of any other obligationnotice of such default, except such thirty (30) day limit which shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) if Owner commences such to cure the default within such thirty (30) day period and EXECUTION COPY diligently prosecutes thereafter proceeds with reasonable diligence to complete such cure; and provided, however, that in no event shall such cure period exceed the period established by any Gaming Authority or ninety (90) days if no such period is established by any Gaming Authority; (i) The admitted insolvency of Owner, or Owner’s failure generally to pay its debts as such debts become due; (ii) a general assignment or similar arrangement by Owner for the benefit of its creditors; (iii) the filing by Owner of a petition for relief under applicable bankruptcy, insolvency, or similar debtor relief laws; (iv) the filing of a petition for relief under applicable bankruptcy, insolvency or similar debtor relief laws by any Person against Owner which is consented to by Owner or if not consent to by Owner, Owner’s failure to vacate any order approving an involuntary petition within ninety (90) days from the date of entry thereof; (v) the appointment or petition for appointment of a receiver, custodian, trustee or liquidator to oversee all or any substantial part of Owner’s assets or the conduct of its business; (vi) any action by Owner for dissolution of its operations; or, (vii) any other similar proceedings in any relevant jurisdiction affecting Owner; (f) The foreclosure of a mortgage, deed in lieu of foreclosure, appointment of a receiver for, or surrender to a landlord (whether by expiration or termination of the underlying ground lease), of any material portion of the Managed Facilities except to the extent otherwise provided in any Subordination Agreement; (g) A failure by Owner to perform any of the other covenants, duties or obligations set forth in this Agreement that has, or if left uncured will have, a material adverse effect on the Operation of the Managed Facilities or the rights and obligations of Manager and that is not cured within thirty (30) days after delivery of notice of such default by Manager to Owner; provided, however, if (i) the default is not susceptible of cure within a thirty (30)-day period, and (ii) failure to cure the default within thirty (30) days would not expose Manager to an imminent and material risk of criminal liability, or expose Manager to significant financial loss, the thirty (30) day cure period shall be extended if Owner commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure; provided, however, that in no event shall such cure period exceed ninety (90) days in the aggregate; (h) Except to the extent such compliance is accomplished a part of the Manager’s obligations under this Agreement a failure by Owner to comply with all Applicable Laws that has, or if left uncured will have, a material adverse effect on the Operation of the Managed Facilities or the rights and obligations of Manager, including the Investment Certificate (excluding the timely payment of capital contributions which is dealt with below) and that is not cured within the lesser of (i) one hundred twenty eighty (120180) days; and, (ii) any cure period established by the applicable Governmental Authority; (i) A failure by Owner to make the timely payment of capital contributions required under the Investment Certificate as modified or extended from time to time that is not cured within (i) one hundred eighty (180) days or (ii) any cure period established by the applicable Governmental Authority; (j) The entry of a final non-appealable judgment in each case after favor of a Lender resulting from a proceeding instituted by Lender to enforce the earlier rights or remedies afforded to Lender under the Financing Documents that has a material adverse impact on the Operations of the Managed Facilities and the failure of Owner to cause Lender to vacate such judgment within ninety (90) days of the date the judgment is entered; (k) If Owner infringes on which any Intellectual Property Rights of Manager and fails to remedy such infringement to the satisfaction of Manager within thirty (30) days of notice thereof; or (l) If Owner first knew fails to obtain, loses or is unable to renew the Investment Certificate, any gaming license necessary to operate the Casino during the term of this Agreement (excluding any such failure failure, loss or non-renewal that is caused by Manager) or Owner’s non-compliance with or breach of any term of this Agreement that results in any such failure, loss or non-renewal and such Approval is not reinstated within twenty (20) days. Notwithstanding anything to perform the contrary contained in this Section 16.1, the occurrence of any of the events set forth in Section 16.2 shall not be deemed to be an Owner Event of Default and Manager’s sole remedy shall be to terminate this Agreement in accordance with Section 16.2 without the payment of any termination fees and without the right to seek damages at law or the date on which Owner first receives a Notice from Owner with respect theretoin equity.

Owner Event of Default. Owner shall be immediately in default of its obligations pursuant to this Agreement upon the The occurrence of any one or more events of default below (each, the following shall constitute an “"Owner Event Events of Default”):": (a) Any failure by Owner becomes insolventto make any payment required to be made by Owner to Servicer under the terms of this Agreement which continues unremedied for a period of three (3) Business Days after the date upon which written notice of such failure, generally does requiring the same to be remedied, shall have been given to Owner by Servicer; provided, that Servicer need not pay its debts as they become duesend such written notice to Owner more than three (3) times in any twelve (12) month period, admits in writing its inability and thereafter, any failure of Owner to pay its debts, or makes make any such payment when due shall be an assignment for the benefit immediate Event of creditors, or insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced by Owner;Default under this Agreement. (b) Any failure on the part of Owner to transfer the Assets in accordance with the terms of this Agreement or provide Servicer with missing collateral documents as set forth on the Missing Document Report or have an action plan in place to secure such documents under the terms of this Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Owner by Servicer. (c) Any failure on the part of Owner duly to observe or perform any of the other covenants or agreements on the part of Owner set forth in this Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Owner by Servicer. (d) A decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointment of a conservator or receiver or liquidator in any insolvency, receivershipreadjustment of debt, reorganizationmarshaling of assets and liabilities or similar proceedings, or bankruptcy for the winding up or similar proceedings are commenced liquidation of its affairs, shall have been entered against Owner and such proceeding decree or order shall remain undismissed have remained in force undischarged or unstayed for a period of sixty (60) days; (c) any material representation or warranty made by Owner herein was false or misleading when made and Owner fails to remedy such false or misleading representation or warranty within thirty (30) days after Owner receives a Notice from Contractor with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty (120) days after the earlier of the date on which Owner first knew of such misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect thereto; (d) Owner assigns or transfers this Agreement or any right or interest herein, except in accordance with Article 26;. (e) Owner’s consent to the appointment of a trustee, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Owner fails or of or relating to maintain any insurance coverages required all or substantially all of it in accordance with Article 21 and Owner fails to remedy such breach within ten (10) days after the Owner first receives a Notice from Contractor with respect thereto; orproperty of Owner. (f) Owner’s admission in writing of its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations or take any action in furtherance of the foregoing. (g) One or more of the representations or warranties of Owner fails to perform or observe in any respect any provision of this Agreement providing for the payment of undisputed amounts of money to Contractor are materially false or any other material provision of this Agreement not otherwise addressed in this Section 19.4, and such failure continues for ten (10) days after Notice from Contractor in the case of an undisputed payment obligation and thirty (30) days in the case of any other obligation, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and EXECUTION COPY diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty (120) days, in each case after the earlier of the date on which Owner first knew of such failure to perform or the date on which Owner first receives a Notice from Owner with respect theretoincorrect.

Owner Event of Default. Owner shall be immediately in default of its obligations pursuant to this Agreement upon the occurrence of any one or more events of default set forth below (each, an “Owner Event of Default”): (a) Owner becomes insolventfails to pay any amount of the Contract Price owing under this Agreement that is not disputed in good faith, generally and such failure remains outstanding for a period of twenty (20) Business Days after Owner has received a notice of such payment default from Contractor stating that if Owner does not pay its debts as they become due, admits such amount Contractor may terminate in writing its inability to pay its debts, or makes an assignment for the benefit of creditors, or insolvency, receivership, reorganization, or bankruptcy or similar proceedings are commenced by Owner;accordance with Section 20.4; or (b) insolvencyAn Insolvency Event occurs with respect to Owner or, receivershipwhile the Equity Contribution Agreement is required to be in place, reorganization, or bankruptcy or similar proceedings are commenced against Owner and such proceeding shall remain undismissed or unstayed for a period of sixty (60) days;MEHC; or (c) any material representation or warranty made by Owner herein was false or misleading when made and Owner fails to remedy such false or misleading representation or warranty within thirty (30) days after Owner receives a Notice from Contractor with respect thereto, except such thirty (30) day limit shall be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure within such thirty (30) day period and diligently prosecutes such cure; and (iii) such cure is accomplished within one hundred twenty (120) days after the earlier of the date on which Owner first knew of such misrepresentation or falsity or the date on which Owner first receives a Notice from Contractor with respect thereto; (d) Owner assigns or transfers this Agreement or any right or interest herein, except in accordance with Article 26; (e) Owner fails to maintain any insurance coverages required of it in accordance with Article 21 23 and Owner fails to remedy such breach within ten thirty (1030) days Days after the date on which Owner first receives a Notice notice from Contractor with respect thereto; or (fd) Owner fails to perform or observe violates in any material respect any provision of this Agreement providing for the payment of undisputed amounts of money to Contractor or any other material provision provisions of this Agreement not otherwise addressed in this Section 19.420.3, and such failure continues which violation remains uncured for ten (10) days after Notice from Contractor in the case of an undisputed payment obligation and thirty (30) days in the case Days following Owner's receipt of any other obligationwritten notice thereof from Contractor; provided, except that if such thirty (30) day limit shall violation is capable of cure but cannot reasonably be extended if: (i) curing such failure reasonably requires more than thirty (30) days; (ii) Owner commences such cure cured within such thirty (30) day Day period, then Owner's right to cure shall extend beyond such thirty (30) Day period for so long as Owner is diligently attempting to cure such violation; or (e) Owner assigns or transfers this Agreement or any right or interest herein except in accordance with Article 26; or (f) defaults in the performance of its obligations under the *** or the *** is invalid, no longer in effect or unenforceable for any reason and EXECUTION COPY diligently prosecutes Owner has failed to deliver a replacement therefor acceptable to Contractor within five (5) Business Days after such cure; and (iii) such cure is accomplished within one hundred twenty (120) daysfailure, in each case after while the earlier of the date on which Owner first knew of such failure *** is required to perform or the date on which Owner first receives a Notice from Owner with respect theretobe in place.