Common use of Partnership Termination Clause in Contracts

Partnership Termination. The Partnership may terminate this Agreement upon written notice to Operator following the occurrence of any one or more of the following: (a) the 20th anniversary of the Execution Date; provided, that any termination pursuant to this Section 4.3(a) shall not take effect until the later of (i) the date specified in the applicable notice and (ii) 180 days after the date of receipt by Operator of such notice; (b) the Bankruptcy of Operator; (c) an action constituting willful misconduct or, subject to Section 5.4(b), gross negligence on the part of Operator in connection with the performance of the Services that causes a material adverse effect on the operation or value of the Partnership Group or the Business, taken as a whole, as established by a final, non-appealable and binding decision of a court of competent jurisdiction in accordance with Section 7.1; or (d) a default by Operator in the performance of any of its covenants or obligations under this Agreement, if: (i) such default is capable of being cured, and such default is not cured within 45 days after written notice from the Partnership of the occurrence of such default (a “Default Notice”); provided, however, that if such default cannot be cured within such 45 day period, the defaulting Party shall have up to 90 days from receipt of such Default Notice to cure such default if such default is capable of being cured within such period and the defaulting Party proceeds diligently to cure such default; or (ii) such default is not capable of being cured, such default resulted from a material breach by Operator in the performance of any of its material covenants or material obligations under this Agreement.

Partnership Termination. The Partnership may terminate this Agreement upon written notice to Operator following the occurrence of any one or more of the following: (a) the 20th anniversary of the Execution Dateon or after September 30, 2034; provided, that any termination pursuant to this Section 4.3(a) shall not take effect until the later of (i) the date specified in the applicable notice and (ii) 180 days after the date of receipt by Operator of such notice; (b) the Bankruptcy of Operator; (c) an action constituting willful misconduct or, subject to Section 5.4(b), gross negligence on the part of Operator in connection with the performance of the Services that causes a material adverse effect on the operation or value of the Partnership Group or the Business, taken as a whole, as established by a final, non-appealable and binding decision of a court of competent jurisdiction in accordance with Section 7.1; or (d) a default by Operator in the performance of any of its covenants or obligations under this Agreement, if: (i) such default is capable of being cured, and such default is not cured within 45 days after written notice from the Partnership of the occurrence of such default (a “Default Notice”); provided, however, that if such default cannot be cured within such 45 day period, the defaulting Party shall have up to 90 days from receipt of such Default Notice to cure such default if such default is capable of being cured within such period and the defaulting Party proceeds diligently to cure such default; or (ii) such default is not capable of being cured, such default resulted from a material breach by Operator in the performance of any of its material covenants or material obligations under this Agreement.