Common use of Owner's Termination Rights Clause in Contracts

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 provided by Owner to Manager within such ninety (90) day period, Owner shall be deemed to have waived its right hereunder to terminate this Agreement with respect to the calendar year as to which the failure occurred. In the event Owner has the right to terminate with respect to a calendar year but waives such right, Owner's right to terminate shall carry forward and shall be applicable to the next succeeding calendar year if Manager fails to achieve eighty-five percent (85%) of Budgeted GOP for the next succeeding year, subject to Manager's right to cure for such calendar year. For purposes of this section, the term "Gross Operating Profit" shall mean the amount, if any, by which Adjusted Gross Revenues for any calendar year exceed operating costs for such calendar year.

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), and provided the Acquisition Loan has been paid in full, 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, and provided the Acquisition Loan is paid in full, Owner shall have the right to terminate this Agreement if, beginning in the first full calendar year of Hotel operations, Manager fails to (A) 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")) and (B) during each of the two (2) immediately preceding calendar years, the Hotel's Yield Index (as reported in the "Star Report" published by Xxxxx Travel Services) versus the Competitive Set is below the agreed upon Base Yield Index of the Hotel for each of the applicable calendar years; provided, however, that, in the case of (A) 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 after the later of (x) Owner's receipt of the annual financial statements for the calendar yearyear pursuant to Section 3.01(vi) and the date of publication of information regarding the Yield Index of the hotels within the Competitive Set by Xxxxx Travel Services. If such notice is not provided by Owner to Manager within such ninety (90) day period, Owner shall be deemed to have waived its right hereunder to terminate this Agreement with respect to the calendar year as to which the failure occurred. In the event Owner has the right to terminate with respect to a calendar year but waives such right, Owner's right to terminate shall carry forward and shall be applicable to the next succeeding calendar year if Manager fails to achieve eighty-five percent (85%) of the Budgeted GOP and Competitive Set tests for the next succeeding year, subject to Manager's right to cure for such calendar year. For purposes of this section, the term "Gross Operating Profit" shall mean the amount, if any, by which Adjusted Gross Revenues for any calendar year exceed operating costs for such calendar year.

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 fullAgreement. (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 provided by Owner to Manager within such ninety (90) day period, Owner shall be deemed to have waived its right hereunder to terminate this Agreement with respect to the calendar year as to which the failure occurred. In the event Owner has the right to terminate with respect to a calendar year but waives such right, Owner's right to terminate shall carry forward and shall be applicable to the next succeeding calendar year if Manager fails to achieve eighty-five percent (85%) of Budgeted GOP for the next succeeding year, subject to Manager's right to cure for such calendar year. For purposes of this section, the term "Gross Operating Profit" shall mean the amount, if any, by which Adjusted Gross Revenues for any calendar year exceed operating costs for such calendar year.

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 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 tenth 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 Cancellation 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 (x) Owner pays to Manager the Cancellation Early Termination Fee and all amounts determined by Owner and Manager, each acting reasonably and in good faith, to be due and owing owning to Manager Manger pursuant to the terms and provisions of this Agreement and (y) all sums then outstanding under the Acquisition Loan shall have been paid in fullAgreement. (i) Provided 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 provided by Owner to Manager within such ninety (90) day period, Owner shall be deemed to have waived its right hereunder to terminate this Agreement with respect to the calendar year as to which the failure occurred. In the event Owner has the right to terminate with respect to a calendar year but waives such right, Owner's right to terminate shall carry forward and shall be applicable to the next succeeding calendar year if Manager fails to achieve eighty-five percent (85%) of Budgeted GOP for the next succeeding year, subject to Manager's right to cure for such calendar year. For purposes of this section, the term "Gross Operating Profit" shall mean the amount, if any, by which Adjusted Gross Revenues for any calendar year exceed operating costs for such calendar year.,

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 provided by Owner to Manager within such ninety (90) day period, Owner shall be deemed to have waived its right hereunder to terminate this Agreement with respect to the calendar year as to which the failure occurred. In the event Owner has the right to terminate with respect to a calendar year but waives such right, Owner's right to terminate shall carry forward and shall be applicable to the next succeeding calendar year if Manager fails to achieve eighty-five percent (85%) of Budgeted GOP for the next succeeding year, subject to Manager's right to cure for such calendar year. For purposes of this section, the term "Gross Operating Profit" shall mean the amount, if any, by which Adjusted Gross Revenues for any calendar year exceed operating costs for such calendar year.the