Owner's Termination Rights. (a) Provided Owner is not in default under this Agreement at the time of delivery of the Termination Notice (as defined herein) or on the Termination Date (as defined herein), Owner shall have the right, after the tenth anniversary of the Effective Date, to terminate this Agreement by giving written notice (a "Termination Notice") to Manager setting forth an effective termination date which shall be the last day of a month (the "Termination Date") and which shall be not less than six (6) months nor more than twelve (12) months after the date of such Termination Notice and shall in no event be prior to the tenth anniversary of the Effective Date. If Owner terminates this Agreement pursuant to this Section 9.04(a), in addition to payment of all other fees and reimbursable sums due to Manager on the Termination Date, Manager shall have the right to receive the Cancellation Termination Fee calculated in the manner set forth on Exhibit "B". Such termination shall be effective so long as on or before the Termination Date (x) Owner pays to Manager the Cancellation Termination Fee and all amounts determined by Owner and Manager, each acting reasonably and in good faith, to be due and owing to Manager pursuant to the terms and provisions of this Agreement and (y) all sums then outstanding under the Acquisition Loan shall have been paid in full.
(i) Provided Owner is not in default under this Agreement, Owner shall have the right to terminate this Agreement if, beginning in the first full calendar year of Hotel operations, Manager fails to achieve, in any two consecutive calendar years, a Gross Operating Profit (as herein defined) which is at least eighty-five percent (85%) of the amount set forth in the respective annual Operating Budget for Gross Operating Profit ("Budgeted GOP"); provided, however, that, if within sixty (60) days of receipt of a notice from Owner that Owner intends to terminate this Agreement pursuant to this Section 9.04(b)(i), Manager pays in cash to Owner the difference between the achieved Gross Operating Profit and eighty-five percent (85%) of the Budgeted GOP for the second of the two consecutive calendar years in which shortfalls occurred, then Owner shall not be entitled to terminate this Agreement. If Owner is entitled to and elects to terminate this Agreement, Owner shall give written notice to Manager within ninety (90) days following delivery to Owner of the annual financial statements for the calendar year. If such notice is not prov...
Owner's Termination Rights. The Owner shall have the right to terminate this Agreement immediately upon written notice to the Contractor, if the Contractor:
a) is adjudged as bankrupt, becomes insolvent, admits it cannot pay its debts or assigns its assets for the benefit of its creditors;
b) commits a material breach of a provision of this Agreement or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; or
c) fails to provide a qualified superintendent, enough properly skilled workmen or subcontractors, or proper materials, or fails to make prompt payment therefor. In the event of termination of this Agreement by the Owner because of Contractor's default or breach wherein Contractor has failed to correct or submit a plan to correct such default or breach within the period specified in Section 2.2 (Owner's Right to Correct Deficiencies), the Owner may take possession of the Site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever method and means Owner may select subject to Owner’s obligation to reasonably mitigate. In such case, the Contractor shall not be entitled to receive any further payment that may be due as provided by this Agreement, until the Work is finished. If the unpaid balance of this Agreement Sum shall exceed the expense of finishing the Work, including compensation for additional managerial and administrative services, such excess shall be paid to the Contractor. If such expense shall exceed such unpaid balance, the Contractor shall pay the difference to the Owner. For Owner's convenience, Owner may terminate this Agreement in whole or in part by giving the Contractor twenty-four (24) hours written notice. In such event, Owner shall make payment to the Contractor for all costs incurred prior to such termination reasonably allocable to the Work performed, under recognized accounting practices. This provision shall not be deemed to limit or otherwise affect the Owner's right to terminate this Agreement for breach or default by the Contractor.
Owner's Termination Rights. Notwithstanding anything to the contrary herein contained, Owner may terminate this Agreement if:
(a) Manager is placed in bankruptcy or insolvency, voluntarily or otherwise (except for the purpose of amalgamation or reconstruction) or shall have a receiver or judicial manager appointed for all or a substantial portion of Manager’s property; or
(b) for a period of sixty (60) days (or such longer period as may be reasonable, having regard to the nature of the default and the prevailing circumstances) after written notice has been served on it and without reasonable cause, Manager neglects, omits, refuses or fails to discharge or diligently take action to discharge any of its material obligations hereunder, whether through the operation of law or otherwise; or
(c) if, during the period of the first two (2) complete fiscal years of the Business following the Opening Date, Xxxxxxx International Limited ceases to be the ultimate owner of at least seventy-five percent (75%) of its initial investment in the Owner, whether directly or through a parent company of Owner.
Owner's Termination Rights. If at any time all or any portion of Owner’s Representative’s responsibilities hereunder are to be terminated or Owner’s Representative otherwise is not to continue to fulfill the role of the Owner’s owner’s representative with respect to the Project, then Owner’s Representative agrees that it will fully cooperate with Owner to ensure a smooth transition of such responsibilities to Owner or any person(s) or entity (ies) chosen by Owner to assume those responsibilities. In this regard, and without limiting the generality of the foregoing, Owner’s Representatives xxxxxx agrees that:
(a) Owner’s Representatives will promptly supply Owner with copies of all purchase orders and other contracts and agreements of any kind to which Owner’s Representatives or any of its contractors is a party or by which any of such entities is bound;
(b) To the extent requested by Owner, up to the applicable termination date, Owner’s Representatives shall continue to fulfill all of its project management functions hereunder as if this Agreement were not about to be terminated, and, in this regard, shall continue to purchase those goods and services, and perform such other work as Owner’s Representatives otherwise has, and has been required to do, during the Term hereof, and
(c) Owner’s Representatives shall make copies of, and otherwise make available to Owner, any and all financial records and other documents requested by Owner related to the Project (whether held by Owner’s Representatives or its contractors), including but not limited to all finished and unfinished documents, estimates and schedules prepared by Owner’s Representatives pursuant to this Agreement, and shall assist Owner in making a complete inventory of all material, equipment, personal property, fixtures and other goods, accounting for all moneys spent by Owner’s Representatives and Owner to date, and identifying all accounts receivable and payable at that time.
Owner's Termination Rights. Except as qualified by Section 18 and Section 19, Owner shall have the right to terminate this Ground Lease Agreement if (a) a material default in the performance of Lessee’s obligations under this Ground Lease Agreement shall have occurred and remains uncured, (b) Owner simultaneously notifies Lessee and all Lenders and Assignees in writing of the default, which notice sets forth in reasonable detail the facts pertaining to the default and specifies the method of cure, and (c) the default shall not have been remedied within sixty (60) days after Lessee, or within one hundred and twenty (120) days in the case of all Lenders or Assignees, receive the written notice; or, if cure will take longer than sixty (60) days for Lessee or one hundred and twenty (120) days for any Lenders or Assignees, and the Lessee, or Lender or Assignee on Lessee’s behalf, has not begun diligently to undertake the cure within the relevant time period.
Owner's Termination Rights. (a) Provided Owner is not in default under this Agreement at the time of delivery of the Termination Notice (as defined herein) or on the Termination Date (as defined herein), Owner shall have the right, after the tenth anniversary of the Effective Date, to terminate this Agreement by giving written notice (a "Termination Notice") to Manager setting forth an effective termination date which shall be the last day of a month (the "Termination Date") and which shall be not less than six (6) months nor more than twelve (12) months after the date of such Termination Notice and shall in no event be prior to the tenth anniversary of the Effective Date. If Owner terminates this Agreement pursuant to this
Owner's Termination Rights. In the event:
(i) Charterer’s Payment Failure. Charterer shall, for any reason, fail to make any Hire Rate payment due under this Charter (other than disputed amounts) and such default continues after receipt by Charterer of Owner’s ultimate written demand for payment given pursuant to the provisions of Clause 10.3;
(ii) Charterer’s Breach. Charterer is in breach of any other of its material obligations under this Charter; and such failure or breach continues for a period of thirty (30) Days after written notice has been received by Charterer and such breach or failure has not been remedied by Charterer within such thirty (30) Day period;
(iii) Charterer’s Insolvency. Charterer generally suspends payment of its debts or is unable to pay its debts as they become due, a petition is filed or an order is made or entered (and is not stayed within thirty (30) Days of service thereof) or a resolution is passed or an involuntary petition is filed for the winding up, receivership, bankruptcy or reorganization of Charterer, or Charterer makes an assignment for benefit of all or substantially all of its creditors, or a receiver or administrator is appointed to all or substantially all of its assets; or
(iv) Charterer Guarantor and Guarantee.
(a) Charterer Guarantor suffers or initiates any of the events outlined in Clause 17.3(x) above with respect to Charterer Guarantor or its operations, or (b) the Charterer Guarantee ceases to be in full force and effect and is not replaced with a Charterer Guarantee satisfactory to Owner within the time period set forth in Clause 17.3(xi); then, Owner may at its option terminate this Charter (a) in the case of Clause 17.4(i), upon seven (7) Days, (b) in the case of Clauses 17.4(ii) and (iii), upon sixty (60) Days and (c) in the case of Clause 17.4(iv), upon fourteen (14) Days prior written notice to Charterer. If this Charter is terminated as set forth above, Charterer shall remain liable for all amounts owing or earned and unpaid to the date of termination pursuant to the provisions of Article 9 (whether or not invoiced) and shall be required to pay the Early Termination Payment and Owner’s Demobilization Costs.
Owner's Termination Rights. Section 9.04(a) of the Management -------------------------- Agreement is hereby deleted in its entirety and replaced with the following: Provided Owner is not in default under this Agreement at the time of delivery of the Termination Notice (as defined herein) or on the Termination Date (as defined herein), Owner shall have the right, after the first anniversary of the Effective Date, to terminate this Agreement by giving written notice (a "Termination Notice") to Manager setting forth an effective termination date which shall be the last day of a month (the "Termination Date") and which shall be not less than six (6) months nor more than twelve (12) months after the date of such Termination Notice and shall in no event be prior to the first anniversary of the Effective Date. If Owner terminates this Agreement pursuant to this Section 9.04(a), in addition to payment of all other fees and reimbursable sums due to Manager on the Termination Date, Manager shall have the right to receive the Early Termination Fee calculated in the manner set forth on Exhibit "B." Such termination shall be effective so long as on or before the Termination Date Owner pays to Manager the Early Termination Fee and all amounts determined by Owner and Manager, each acting reasonably and in good faith, to be due and owing to Manager pursuant to the terms and provisions of this Agreement.
Owner's Termination Rights. In the event:
Owner's Termination Rights
