Common use of Payment of Amounts Due to Manager Clause in Contracts

Payment of Amounts Due to Manager. Upon the expiration or termination of this Agreement, Owner shall pay to Manager (a) the Base Management Fee through the effective date of such expiration or termination, (b) Managed Facilities Personnel Costs, (c) other Reimbursable Expenses, (d) the Centralized Services Charges, (e) any Incentive Management Fees which were due but not yet paid, (f) any other amounts due Manager under this Agreement through the effective date of expiration or termination and (g) if applicable, any termination fee that may be due in accordance with (and for the avoidance of doubt, no termination fee or penalty shall be due in the event of any other termination), Section 16.3.1 (Managed Facilities Transfer) or Section 16.3.4 (Casualty/Condemnation), (subject, in the case of termination pursuant to Section 16.3.4, to the terms thereof). This obligation is unconditional and shall survive the expiration or termination of this Agreement (including all amounts owed to Manager that are not fully ascertainable as of the expiration or termination date), and Owner shall not have or exercise any rights of setoff, except to the extent of any outstanding and undisputed payments owed to Owner by Manager under this Agreement. Manager acknowledges that the payment of any termination fee under this Section 16.4.2 and the payment of all other amounts under this Section 16.4, as and when paid, shall be the sole and exclusive remedy of Manager in the case of any termination by Owner or Manager under circumstances in which any such termination fee is to be paid. The Parties further acknowledge that any such termination fee does not represent a penalty or punitive clause but represents an agreed measure of damages, the amount of which is impossible to determine on the date this Agreement is signed. Any disputes regarding amounts owed to Manager under this Section 16.4.2 shall be referred to the Expert for Expert Resolution pursuant to Article XVII. In addition, all provisions in this Agreement that specifically survive the expiration or termination of this Agreement shall continue to survive as provided herein and, notwithstanding the limitations contained in this Section 16.4.2, Manager shall continue to have a right to receive any and all payments which would be due and payable in connection with such surviving provisions.

Payment of Amounts Due to Manager. Upon the expiration or termination of this Agreement, Owner shall pay to Manager (a) the Base Management Fee through the effective date of such expiration or termination, (b) Managed Facilities Personnel Costs, (c) other Reimbursable Expenses, (d) the Centralized Services Charges, (e) any Incentive Management Fees which were due but not yet paid, (f) any other amounts due Manager under this Agreement through the effective date of expiration or termination and (g) if applicable, any termination fee that may be due in accordance with (and for the avoidance of doubt, no termination fee or penalty shall be due in the event of any other termination), Section 16.3.1 16.1.3 (Owner Event of Default) Section 16.2.1 (Certain Assignments), Section 16.2.2 (Managed Facilities Transfer), Section 16.2.3 (Operating Deficiency), Section 16.2.4 (Casualty/Condemnation) Section 16.2.6 (Licensing Event), Section 16.3.2 (Managed Facilities Transfer) or Section 16.3.4 16.3.7 (Casualty/Condemnation), (subject, in the case of termination pursuant to Section 16.3.416.2.4 and Section 16.3.7, to the terms thereof). This obligation is unconditional and shall survive the expiration or termination of this Agreement (including all amounts owed to Manager that are not fully ascertainable as of the expiration or termination date), and Owner shall not have or exercise any rights of setoff, except to the extent of any outstanding and undisputed payments owed to Owner by Manager under this Agreement. Manager acknowledges that the payment of any termination fee under this Section 16.4.2 and the 702580413 11172554 55 payment of all other amounts under this Section 16.4, as and when paid, shall be the sole and exclusive remedy of Manager in the case of any Owner Event of Default or termination by Owner or Manager under circumstances in which any such termination fee is to be paid. The Parties further acknowledge that any such termination fee does not represent a penalty or punitive clause but represents an agreed measure of damages, the amount of which is impossible to determine on the date this Agreement is signed. Any disputes regarding amounts owed to Manager under this Section 16.4.2 shall be referred to the Expert for Expert Resolution pursuant to Article XVII. In addition, all provisions in this Agreement that specifically survive the expiration or termination of this Agreement shall continue to survive as provided herein and, notwithstanding the limitations contained in this Section 16.4.2, Manager shall continue to have a right to receive any and all payments which would be due and payable in connection with such surviving provisions.

Payment of Amounts Due to Manager. Upon the expiration or termination of this Agreement, Owner shall pay to Manager (a) the Base Management Fee through the effective date of such expiration or termination, (b) Managed Facilities Personnel Costs, (c) other Reimbursable Expenses, (d) the Centralized Services Charges, (e) any Incentive Management Fees which were due but not yet paid, (f) any other amounts due Manager under this Agreement through the effective date of expiration or termination and (g) if applicable, any termination fee that may be due in accordance with (and for the avoidance of doubt, no termination fee or penalty shall be due in the event of any other termination), Section 16.3.1 16.1.3 (Owner Event of Default) Section 16.2.1 (Certain Assignments), Section 16.2.2 (Managed Facilities Transfer), Section 16.2.3 (Operating Deficiency), Section 16.2.4 (Casualty/Condemnation) Section 16.2.6 (Licensing Event), Section 16.3.2 (Managed Facilities Transfer) or Section 16.3.4 16.3.7 (Casualty/Condemnation), (subject, in the case of termination pursuant to Section 16.3.416.2.4 and Section 16.3.7, to the terms thereof). This obligation is unconditional and shall survive the expiration or termination of this Agreement (including all amounts owed to Manager that are not fully ascertainable as of the expiration or termination date), and Owner shall not have or exercise any rights of setoff, except to the extent of any outstanding and undisputed payments owed to Owner by Manager under this Agreement. Manager acknowledges that the payment of any termination fee under this Section 16.4.2 and the payment of all other amounts under this Section 16.4, as and when paid, shall be the sole and exclusive remedy of Manager in the case of any Owner Event of Default or termination by Owner or Manager under circumstances in which any such termination fee is to be paid. The Parties further acknowledge that any such termination fee does not represent a penalty or punitive clause but represents an agreed measure of damages, the amount of which is impossible to determine on the date this Agreement is signed. Any disputes regarding amounts owed to Manager under this Section 16.4.2 shall be referred to the Expert for Expert Resolution pursuant to Article XVII. In addition, all provisions in this Agreement that specifically survive the expiration or termination of this Agreement shall continue to survive as provided herein and, notwithstanding the limitations contained in this Section 16.4.2, Manager shall continue to have a right to receive any and all payments which would be due and payable in connection with such surviving provisions.