Common use of Severance Agreements Clause in Contracts

Severance Agreements. In the event Owner desires to sell or otherwise transfer at least one (1), but less than all, of the Golf Courses (in whole but not in part) to a third party or to an affiliate of Owner, then the Parties shall enter into a Severance Agreement with respect to such Golf Course, in accordance with the following provisions: (a) Owner shall give User not less than fifteen (15) days’ advance written notice of a Severance Agreement, and User shall thereafter, within said fifteen (15)-day period (or such longer period of time as Owner may require; it being understood that Owner may delay or cancel a Severance Agreement in the event that the underlying sale or transfer of a Golf Course is delayed or cancelled for any reason), execute, acknowledge and deliver a Severance Agreement to the new owner of the applicable Golf Course for the remaining Term and on substantially the same terms and conditions as this Agreement (except for appropriate adjustments (including to Exhibits and Schedules), including such adjustments as are described in this Article XVI), and in any case no less favorable to User than the terms and conditions of this Agreement. (b) In the event a Severance Agreement is entered into, Owner may, before the Severance Agreement is executed, elect, in its sole discretion, for the Membership Fee that was in effect under this Agreement immediately prior to the effective date of such Severance Agreement to remain in full force and effect under this Agreement (a “Membership Fee Retainage Election”). If Owner timely makes a Membership Fee Retainage Election (which election may be included in the notice provided pursuant to Section 16.2(a) above), then the Severance Agreement shall provide that no amount is payable under such Severance Agreement in respect of any Membership Fee and the Membership Fee payable under this Agreement shall not be reduced. If Owner does not timely make a Membership Fee Retainage Election, then (i) the Membership Fee payable under the Severance Agreement at the time of the commencement of such Severance Agreement shall be equal to the amount of the Membership Fee Reduction Amount for the applicable Golf Course to be subject to such Severance Agreement, and (ii) correspondingly, upon the effective date of the Severance Agreement, the Membership Fee payable hereunder shall be reduced by such Membership Fee Reduction Amount. (c) The CES Use Fee payable under the Severance Agreement at the time of the commencement of such Severance Agreement shall be equal to the amount of the CES Use Fee Reduction Amount for the applicable Golf Course to be subject to such Severance Agreement. Correspondingly, upon the effective date of the Severance Agreement, the CES Use Fee payable hereunder shall be reduced by such CES Use Fee Reduction Amount. (d) The Minimum Rounds Per Month and Minimum Rounds Per Year under the Severance Agreement at the time of the commencement of such Severance Agreement shall be determined in accordance with the Minimum Rounds Reduction Amount for the applicable Golf Course to be subject to such Severance Agreement (and the Complimentary Golf Rounds Fee payable under such Severance Agreement shall be determined in connection therewith). Correspondingly, upon the effective date of the Severance Agreement, the Minimum Rounds Per Month and Minimum Rounds Per Year hereunder shall each be adjusted in accordance with such Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee payable hereunder shall be re-determined in connection therewith). (e) This Agreement shall automatically terminate with respect to the applicable Golf Course that is subject to such Severance Agreement as of the effective date of such Severance Agreement. (f) User shall take such actions and execute and deliver such documents, including, without limitation, amended Memorandum(s) of Agreement and, if requested by Owner, an amendment to this Agreement, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of this Article XVI, and as Owner may reasonably request to evidence such removal of the applicable Golf Course from this Agreement. (g) All reasonable, documented out-of-pocket costs and expenses actually incurred relating to a Severance Agreement (including reasonable attorneys’ fees and other reasonable, documented out-of-pocket costs incurred by User for outside counsel, if any) shall (i) be borne by Owner and not User and (ii) be reimbursed to User by Owner within ten (10) days after Owner’s receipt of written demand therefor from User. (h) At the option of such new owner, a Severance Agreement may provide that the new owner of the applicable Golf Course shall have the right to terminate such Severance Agreement on or after the date that is five (5) years after the commencement of such Severance Agreement (the date on which such Severance Agreement terminates pursuant to such new owner’s exercise of such termination right, the “Severance Agreement Termination Date”), in which event such Severance Agreement and the obligations of User to pay the Golf Course Use Payments payable thereunder shall continue through (and including) the Severance Agreement Termination Date.

Severance Agreements. In the event Owner desires to sell or otherwise transfer at least one (1), but less than all, of the Golf Courses (in whole but not in part) to a third party or to an affiliate of Owner, then the Parties shall enter into a Severance Agreement with respect to such Golf Course, in accordance with the following provisions: (a) Owner shall give User not less than fifteen (15) days’ advance written notice of a Severance Agreement, and User shall thereafter, within said fifteen (15)-day period (or such longer period of time as Owner may require; it being understood that Owner may delay or cancel a Severance Agreement in the event that the underlying sale or transfer of a Golf Course is delayed or cancelled for any reason), execute, acknowledge and deliver a Severance Agreement to the new owner of the applicable Golf Course for the remaining Term and on substantially the same terms and conditions as this Agreement (except for appropriate adjustments (including to Exhibits and Schedules), including such adjustments as are described in this Article XVI), and in any case no less favorable to User than the terms and conditions of this Agreement. (b) In the event a Severance Agreement is entered into, Owner may, before the Severance Agreement is executed, elect, in its sole discretion, for the Membership Fee that was in effect under this Agreement immediately prior to the effective date of such Severance Agreement to remain in full force and effect under this Agreement (a “Membership Fee Retainage Election”). If Owner timely makes a Membership Fee Retainage Election (which election may be included in the notice provided pursuant to Section 16.2(a) above), then the Severance Agreement shall provide that no amount is payable under such Severance Agreement in respect of any Membership Fee and the Membership Fee payable under this Agreement shall not be reduced. If Owner does not timely make a Membership Fee Retainage Election, then (i) the Membership Fee payable under the Severance Agreement at the time of the commencement of such Severance Agreement shall be equal to the amount of the Membership Fee Reduction Amount for the applicable Golf Course to be subject to such Severance Agreement, and (ii) correspondingly, upon the effective date of the Severance Agreement, the Membership Fee payable hereunder shall be reduced by such Membership Fee Reduction Amount. (c) The CES Use Fee payable under the Severance Agreement at the time of the commencement of such Severance Agreement shall be equal to the amount of the CES Use Fee Reduction Amount for the applicable Golf Course to be subject to such Severance Agreement. Correspondingly, upon the effective date of the Severance Agreement, the CES Use Fee payable hereunder shall be reduced by such CES Use Fee Reduction Amount. (d) The Minimum Rounds Per Month and Minimum Rounds Per Year under the Severance Agreement at the time of the commencement of such Severance Agreement shall be determined in accordance with the Minimum Rounds Reduction Amount for the applicable Golf Course to be subject to such Severance Agreement (and the Complimentary Golf Rounds Fee payable under such Severance Agreement shall be determined in connection therewith). Correspondingly, upon the effective date of the Severance Agreement, the Minimum Rounds Per Month and Minimum Rounds Per Year hereunder shall each be adjusted in accordance with such Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee payable hereunder shall be re-determined in connection therewith). (e) This Agreement shall automatically terminate with respect to the applicable Golf Course that is subject to such Severance Agreement as of the effective date of such Severance Agreement. (f) User shall take such actions and execute and deliver such documents, including, without limitation, amended Memorandum(s) of Agreement and, if requested by Owner, an amendment to this Agreement, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of this Article XVI, and as Owner may reasonably request to evidence such removal of the applicable Golf Course from this Agreement. (g) All reasonable, documented out-of-pocket costs and expenses actually incurred relating to a Severance Agreement (including reasonable reasonable, documented attorneys’ fees and other reasonable, documented out-of-pocket costs incurred by User for outside counsel, if any) shall (i) be borne by Owner and not User and (ii) be reimbursed to User by Owner within ten (10) days after Owner’s receipt of written demand therefor from User. (h) At the option of such new owner, a Severance Agreement may provide that the new owner of the applicable Golf Course shall have the right to terminate such Severance Agreement on or after the date that is five (5) years after the commencement of such Severance Agreement (the date on which such Severance Agreement terminates pursuant to such new owner’s exercise of such termination right, the “Severance Agreement Termination Date”), in which event such Severance Agreement and the obligations of User to pay the Golf Course Use Payments payable thereunder shall continue through (and including) the Severance Agreement Termination Date.