Special Termination Events. If, as of any date of determination, any of the following circumstances shall exist with respect to the Mortgage Loans (each, a “Trigger Event”), subject to the prior written consent of the NIMS Insurer, the Master Servicer and the Seller shall have the right, by notice in writing to the Servicer, to terminate all of the rights and obligations of the Servicer under this Agreement:
(i) the “60 Day Delinquency Average” of the Mortgage Loans exceeds twelve percent (12%) of the unpaid principal balance of the Mortgage Loans. As used herein, the “60 Day Delinquency Average” is equal to the average percentage, as of the end of the Due Periods relating to the three immediately preceding Remittance Dates, of the scheduled principal balance of all Mortgage Loans that are (i) 60 or more days delinquent (but not in bankruptcy or foreclosure and which have not become REO Properties), (ii) in bankruptcy and 60 or more days delinquent, (iii) in foreclosure and 60 or more days delinquent or (iv) REO Properties; or
(ii) as of any date, the “Realized Losses” for the Mortgage Loans for the then most recent twelve month period exceeds 1.50% of the unpaid principal balance of the such Mortgage Loans as of the beginning of such twelve (12) month period. As used herein, with respect to any liquidated Mortgage Loan, the related “Realized Loss” is amount equal to (i) the unpaid principal balance of the related liquidated Mortgage Loan as of the date of liquidation, minus (ii) Liquidation Proceeds received, to the extent allocable to principal, net of amounts that are reimbursable therefrom to the Servicer with respect to such Mortgage Loan including expenses of liquidation; or
(iii) the cumulative Realized Losses for the Mortgage Loans, calculated as a percentage of the Cut-Off Date principal balance of the Mortgage Loans exceeds the percentage set forth in the first column below at any time during the corresponding period from the Closing Date set forth in the second column below:
Special Termination Events. (a) In the event that financing for the Owner's build-out of the initial phase of the Nationwide Network has not been finalized with the Vendor and the Other Vendors on terms and conditions reasonably satisfactory to the Owner, on or before one hundred and eighty (180) days after January 31, 1996, the Owner will have the right, but not the obligation, to terminate this Contract in its entirety without charge or penalty of any kind. In the event of a termination of this Contract pursuant to this subsection 24.9
(a) the Owner will remain liable for amounts due to the Vendor for all Work performed or Products delivered by the Vendor or any of its Subcontractors pursuant to the specific terms of this Contract which had been directly delivered to or performed for the Owner and/or any of its facilities or sites in accordance with the terms of this Contract including, but not limited to, the Project Milestones. Any amounts owed by the Owner for Work done or Products delivered by the Vendor during such interim one hundred and eighty (180) day period (the "Financing Interim Period") not otherwise invoiced to the Owner by the Vendor prior to the termination of such Financing Interim Period, will be invoiced to the Owner by the Vendor within thirty (30) days (but failure to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor pursuant to the terms of this subsection 24.9(a)) of such termination pursuant to this subsection 24.9(a) and will be payable to the extent not otherwise in dispute by the Owner within thirty (30) days of receipt of such invoice; provided that in no event will the Owner be liable to the Vendor due to a termination of this Contract pursuant to this subsection 24.9(a) for any of the Vendor's direct or indirect costs or expenses incurred in connection with any supplies or equipment ordered by the Vendor or agreements entered into by the Vendor in order to enable it to fulfill its obligations hereunder or in connection with the establishment of and/or upgrade to its manufacturing, personnel, engineering, administrative or other capacities and/or resources in contemplation of or pursuant to its performance in accordance with the terms of this Contract and any amounts due to the Vendor pursuant to this subsection 24.9(a) will be limited in all cases to Work actually done or Products or Services actually delivered to the Owner, its sites or its facilities.
(b) If at any time after the Effective Date any material change will hav...
Special Termination Events. Without limitation of Owner’s or Management’s remedies under (a) above, if Management determines, in Management’s sole discretion, that: (i) Resident or Resident’s guests or visitors are creating a disturbance within the Community or Residence that is undesirable or threatens or is injurious to the health, safety, welfare, comfort, or peaceful lodging of other residents, their guests or staff at the Community; (ii) Resident or Resident’s guests or visitors are interfering with the functioning of the Community or the staff of the Community; or (iii) Resident is ill or incapable of independently performing personal hygiene and other activities of daily living for himself or herself and requires daily assistance, then Management may terminate this Agreement by giving Resident 30 days prior written notice of termination. The right to make a determination of the existence of any such physical or mental condition and the need for assistance with the activities of daily living, shall be vested solely with the Management after consultation with the Resident, their designee and if applicable the Resident’s Physician. Management shall have the right to seek a second opinion from a qualified healthcare professional, other than the Resident’s physician.
Special Termination Events. (a) Either Party may terminate this Agreement immediately, without notice to the other party, upon the occurrence of any of the following events: (i) the other Party becomes the subject of a bankruptcy petition filed in a court in any jurisdiction, whether voluntary or involuntary (which petition, if involuntary, is not dismissed within ninety days of such filing), (ii) a receiver or a trustee is appointed for all or a substantial portion of the other Party's assets or (iii) the other Party makes an assignment for the benefit of its creditors.
(b) Directed may terminate this Agreement upon thirty days written notice to Sirius pursuant to Section 4.02(a).
Special Termination Events. The occurrence of any of the following -------------------------- will constitute a Special Termination Event: (i) the Delivery Date shall not have occurred on or before the Final Delivery Date, (ii) the Construction Contract shall have been terminated, cancelled or rescinded for any reason prior to the Delivery Date or the Vessel shall have been rejected thereunder or (iii) termination of the Charter Period pursuant to Article 23(c) in circumstances where there has been no assumption of the obligations of Owner in accordance with Section 3.04 of the Indenture.
Special Termination Events. The occurrence of the following will --------------------------- constitute a Special Termination Event: (i) title to the Vessel shall be required to be transferred to the U.K. Lessor or its designee in circumstances where there has been no assumption of the obligations of Owner in accordance with Section 3.04 of the Indenture, or (ii) termination of the Charter Period pursuant to Article 23(c).
Special Termination Events. This Agreement shall be terminated in the following event:
(a) the Company is liquidated or dissolved; or
(b) with respect to any of the Shareholders, such Shareholder no longer is the shareholder of the Company subject to the terms and conditions set forth in this Agreement; or
(c) the Shareholders mutually agree to terminate this Agreement in writing. Termination of this Agreement will be without prejudice to any accrued rights of the Shareholders and the Company.
Special Termination Events. Without limitation of Owner’s or Management’s remedies under (a) above, if Management determines, in Management’s sole discretion, that: (i) Tenant or Tenant’s guests or visitors are creating a disturbance within the Community or Residence that is undesirable or threatens or is injurious to the health, safety, welfare, comfort, or peaceful lodging of other Tenants, their guests or staff at the Community; (ii) Tenant or Tenant’s guests or visitors are interfering with the functioning of the Community or the staff of the Community; or (iii) Tenant is ill or incapable of independently performing personal hygiene and other activities of daily living for himself or herself and requires daily assistance, then Management may terminate this Agreement by giving Tenant 30 days prior written notice of termination. The right to make a determination of the existence of any such physical or mental condition and the need for assistance with the activities of daily living, shall be vested solely with the Management after consultation with the Tenant, their designee and if applicable the Tenant’s Physician. Management shall have the right to seek a second opinion from a qualified healthcare professional, other than the Tenant’s physician.
Special Termination Events. (a) This Agreement shall terminate in the event of, and coincidental with, the termination of the City Lease; provided, however, that (i) CRDA shall not voluntarily surrender or agree to the termination of the City Lease without the prior written consent of Manager (the termination of the City Lease by CRDA as a consequence of a default by the City thereunder not being considered a voluntary termination by CRDA for this purpose), and (ii) notwithstanding the foregoing, in the event the City Lease terminates but CRDA continues to have a legal interest in the Civic Center sufficient to permit CRDA to operate and contract for the management of the Civic Center (by way of example and not limitation, in the event CRDA purchases the Civic Center), then this Agreement shall instead continue in effect as to the Civic Center in accordance with its terms subject only to such technical modifications as may be necessitated by the change in the nature of the legal interest in the Civic Center held by CRDA;
(b) XXXX and Manager acknowledge that CRDA reserves the right, acting for the convenience of the State, to close the Civic Center in the event of casualty or for the purpose of future major alteration, renovation or expansion beyond the scope of the Project. In such event, Facility Operations and CRDA’s and Manager’s respective rights, privileges and obligations hereunder shall be suspended and xxxxx as to the Civic Center, and shall resume at such time at which the Civic Center reopens; provided, however, that if the Civic Center is to remain closed for a period in excess of two (2) years, or is to be closed permanently, either CRDA or Manager may terminate this Agreement. Upon the written request of Manager, CRDA will operate in good faith with Manager to request an extension of the term of the City Lease for a period of time equal to the period of the abatement and suspension of Facility Operations. If said extension of the City Lease is approved, the Term of this Agreement shall be extended an equivalent period of time as the City Lease extension.
(c) CRDA shall promptly furnish to Manager any notice of default or notice of termination sent or received by CRDA with respect to the City Lease.
(d) CRDA shall use reasonable best efforts to maintain the City Lease in place for the full Term of this Agreement.
Special Termination Events. (a) Anytime prior to eighteen (18) -------------------------- months before termination or expiration of the Availability Period, Vendor, at its option, may unilaterally extend the Availability Period. Availability Period is defined in the documentation of the Vendor Financing.
(b) [***] [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. [***]
(c) If at any time after the Effective Date any material change shall have occurred in any Applicable Law or in the interpretation thereof by any Governmental Entity, or there shall be rendered any decision in any judicial or administrative case or proceeding, in either case which, in the reasonable opinion of the Owner would make the Owner's use of any part of any System illegal or would subject the Owner or any of its Affiliates to any material penalty, other material liability or onerous condition or to any burdensome regulation by any Governmental Entity or otherwise render the use of such System economically nonviable, then, with respect to such System, or affected part thereof, or with respect to all Systems if so affected, the Owner may terminate this Contract without charge or penalty of any kind; provided that (i) the Owner -------- ---- gives the Vendor prior written notice of any such change or decision and (ii) that the Owner uses its reasonable efforts for a reasonable time to reverse or ameliorate such change or decision to the extent possible or practical prior to declaring such termination. In the event of a termination pursuant to this subsection, payment obligations incurred by the Owner for Work actually done or Products or Services actually delivered by the Vendor prior to such termination pursuant to this Contract shall be payable by the Owner to the Vendor on the same terms and subject to the limitations set forth in subsection 24.8(a) above.
