Common use of Termination by Manager Clause in Contracts

Termination by Manager. Except as provided below, Manager may terminate this Agreement in its entirety, without cause, prior to the expiration of the Term upon at least one hundred eighty (180) days notice to Lessee; provided that Lessee may elect to delay such termination in its entirety or with respect to any Terminated Hotel for a period of up to one hundred eighty (180) days from the date of termination specified in Manager’s notice to Lessee in order to transition the management services. In the event Lessee desires to so delay termination, Lessee shall provide notice thereof to Manager prior to the date that is thirty (30) days prior to the date specified for termination in Manager’s notice to Lessee. Thereafter, Lessee may terminate this Agreement on thirty (30) days prior notice to Manager. During such extension period Lessee shall continue to pay Manager its Base Management Fee hereunder, but in no event shall Lessee be liable for the payment of any Early Termination Fee, with respect to such Terminated Hotels. In the event Manager exercises its rights under this Section 12.2(a)(ii), Manager shall forfeit all accrued and unpaid Incentive Management Fees hereunder and all unvested Newco Restricted Shares shall be terminated as of the date of delivery of the termination notice to Lessee. No Incentive Management Fees shall accrue after the delivery of such termination notice to Lessee. Notwithstanding anything to the contrary contained herein, any termination of this Agreement by Manager pursuant to this Article 12, shall not relieve Manager of its obligations under Section 13.1, which shall continue to survive in accordance with the terms thereof.

Termination by Manager. Except as provided belowSubject to the further provisions of this Section, Manager may terminate this Agreement in its entirety, without cause, prior to the expiration of the Term at any time upon at least one hundred eighty ten (18010) days notice to Lessee; provided that Lessee may elect to delay such termination Owner in its entirety or with respect to any Terminated Hotel for a period of up to one hundred eighty (180) days from the date of termination specified in Manager’s notice to Lessee in order to transition the management services. In the event Lessee desires to so delay termination, Lessee that Owner breaches or defaults in the performance of any material covenant or obligation of owner hereunder. Such termination shall provide notice thereof not prejudice any other rights or remedies available to Manager prior to as a result of such breach or default. At any time that Manager determines that there has been a breach or default in the date that is performance by Owner of any material covenant or obligation of Owner hereunder, Manager shall give owner a Termination Notice, specifying in reasonable detail the breach or default and giving Manager at least thirty (30) days prior to cure such breach or default. If Owner has not cured the date specified for termination breach or default within the time allowed in Manager’s notice to Lessee. Thereafterthe Termination Notice, Lessee may terminate this Agreement on thirty (30) days prior notice to Manager. During such extension period Lessee shall continue to pay Manager its Base Management Fee hereunder, but in no event shall Lessee be liable for the payment of any Early Termination Fee, with respect to such Terminated Hotels. In the event Manager exercises its rights under this Section 12.2(a)(ii), Manager shall forfeit all accrued and unpaid Incentive Management Fees hereunder and all unvested Newco Restricted Shares Notice shall be terminated as of effective and the date of delivery of the termination notice to Lessee. No Incentive Management Fees Agreement shall accrue after the delivery of such termination notice to Lessee. Notwithstanding anything to the contrary contained herein, any termination of this Agreement by Manager pursuant to this Article 12, shall not relieve Manager of its obligations under Section 13.1, which shall continue to survive terminate in accordance with the terms thereofprovisions of such notice. If Owner cures the breach or default within the time allowed in Termination Notice, the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given. However, if a longer period is actually necessary in order to cure the breach or default, the effectiveness of the Termination Notice shall be suspended beyond such time until the earlier of (A) the cure of the breach or default, in which case the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given or (B) Owner discontinuing diligently pursuing a cure for the breach or default in which case the Termination Notice shall be effective and the Agreement shall terminate in accordance with the provisions of such notice.

Termination by Manager. Except as provided belowSubject to the further provisions of this Section, Manager may terminate this Agreement in its entirety, without cause, prior to the expiration of the Term at any time upon at least one hundred eighty ten (18010) days notice to Lessee; provided that Lessee may elect to delay such termination Owner in its entirety or with respect to any Terminated Hotel for a period of up to one hundred eighty (180) days from the date of termination specified in Manager’s notice to Lessee in order to transition the management services. In the event Lessee desires to so delay termination, Lessee that Owner breaches or defaults in the performance of any material covenant or obligation of Owner hereunder. Such termination shall provide notice thereof not prejudice any other rights or remedies available to Manager prior to as a result of such breach or default. At any time that Manager determines that there has, been a breach or default in the date that is performance by Owner of any material covenant or obligation of Owner hereunder, Manager shall give Owner a Termination Notice, specifying in reasonable detail the breach or default and giving Manager at least thirty (30) days prior to cure such breach or default. If Owner has not cured the date specified for termination breach or default within the time allowed in Manager’s notice to Lessee. Thereafterthe Termination Notice, Lessee may terminate this Agreement on thirty (30) days prior notice to Manager. During such extension period Lessee shall continue to pay Manager its Base Management Fee hereunder, but in no event shall Lessee be liable for the payment of any Early Termination Fee, with respect to such Terminated Hotels. In the event Manager exercises its rights under this Section 12.2(a)(ii), Manager shall forfeit all accrued and unpaid Incentive Management Fees hereunder and all unvested Newco Restricted Shares Notice shall be terminated as of effective and the date of delivery of the termination notice to Lessee. No Incentive Management Fees Agreement shall accrue after the delivery of such termination notice to Lessee. Notwithstanding anything to the contrary contained herein, any termination of this Agreement by Manager pursuant to this Article 12, shall not relieve Manager of its obligations under Section 13.1, which shall continue to survive terminate in accordance with the terms thereofprovisions of such notice. If Owner cures the breach or default within the time allowed in Termination Notice, the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given. However, if a longer period is actually necessary in order to cure the breach or default, the effectiveness of the Termination Notice shall be suspended beyond such time until the earlier of (A) the cure of the breach or default, in which case the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given or (B) Owner discontinuing diligently pursuing a cure for the breach or default in which case the Termination Notice shall be effective and the Agreement shall terminate in accordance with the provisions of such notice.

Termination by Manager. Except as provided belowSubject to the further provisions of this Section, Manager may terminate this Agreement in its entirety, without cause, prior to the expiration of the Term at any time upon at least one hundred eighty ten (18010) days notice to Lessee; provided that Lessee may elect to delay such termination owner in its entirety or with respect to any Terminated Hotel for a period of up to one hundred eighty (180) days from the date of termination specified in Manager’s notice to Lessee in order to transition the management services. In the event Lessee desires to so delay termination, Lessee that Owner breaches or defaults in the performance of any material covenant or obligation of Owner hereunder. Such termination shall provide notice thereof not prejudice any other rights or remedies available to Manager prior to as a result of such breach or default. At any time that Manager determines that there has been a breach or default in the date that is performance by owner of any material covenant or obligation of Owner hereunder, Manager shall give owner a Termination Notice, specifying in reasonable detail the breach or default and giving Manager at least thirty (30) days prior to cure such breach or default. If Owner has not cured the date specified for termination breach or default within the time allowed in Manager’s notice to Lessee. Thereafterthe Termination Notice, Lessee may terminate this Agreement on thirty (30) days prior notice to Manager. During such extension period Lessee shall continue to pay Manager its Base Management Fee hereunder, but in no event shall Lessee be liable for the payment of any Early Termination Fee, with respect to such Terminated Hotels. In the event Manager exercises its rights under this Section 12.2(a)(ii), Manager shall forfeit all accrued and unpaid Incentive Management Fees hereunder and all unvested Newco Restricted Shares Notice shall be terminated as of effective and the date of delivery of the termination notice to Lessee. No Incentive Management Fees Agreement shall accrue after the delivery of such termination notice to Lessee. Notwithstanding anything to the contrary contained herein, any termination of this Agreement by Manager pursuant to this Article 12, shall not relieve Manager of its obligations under Section 13.1, which shall continue to survive terminate in accordance with the terms thereofprovisions of such notice. If owner cures the breach or default within the time allowed in Termination Notice, the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given. However, if a longer period is actually necessary in order to cure the breach or default, the effectiveness of the Termination Notice shall be suspended beyond such time until the earlier of (A) the cure of the breach or default, in which case the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given or (B) Owner discontinuing diligently pursuing a cure for the breach or default in which case the Termination Notice shall be effective and the Agreement shall terminate in accordance with the provisions of such notice.

Termination by Manager. Except as provided belowSubject to the further provisions of this Section, Manager may terminate this Agreement in its entirety, without cause, prior to the expiration of the Term at any time upon at least one hundred eighty ten (18010) days notice to Lessee; provided that Lessee may elect to delay such termination Owner in its entirety or with respect to any Terminated Hotel for a period of up to one hundred eighty (180) days from the date of termination specified in Manager’s notice to Lessee in order to transition the management services. In the event Lessee desires to so delay termination, Lessee that Owner breaches or defaults in the performance of any material covenant or obligation of Owner hereunder. Such termination shall provide notice thereof not prejudice any other rights or remedies available to Manager prior to as a result of such breach or default. At any time that Manager determines that there has been a breach or default in the date that is performance by Owner of any material covenant or obligation of Owner hereunder, Manager shall give Owner a Termination Notice, specifying in reasonable detail the breach or default and giving manager at least thirty (30) days prior to cure such breach or default. If Owner has not cured the date specified for termination breach or default within the time allowed in Manager’s notice to Lessee. Thereafterthe Termination Notice, Lessee may terminate this Agreement on thirty (30) days prior notice to Manager. During such extension period Lessee shall continue to pay Manager its Base Management Fee hereunder, but in no event shall Lessee be liable for the payment of any Early Termination Fee, with respect to such Terminated Hotels. In the event Manager exercises its rights under this Section 12.2(a)(ii), Manager shall forfeit all accrued and unpaid Incentive Management Fees hereunder and all unvested Newco Restricted Shares Notice shall be terminated as of effective and the date of delivery of the termination notice to Lessee. No Incentive Management Fees Agreement shall accrue after the delivery of such termination notice to Lessee. Notwithstanding anything to the contrary contained herein, any termination of this Agreement by Manager pursuant to this Article 12, shall not relieve Manager of its obligations under Section 13.1, which shall continue to survive terminate in accordance with the terms thereofprovisions of such notice. If Owner cures the breach or default within the time allowed in Termination Notice, the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given. However, if a longer period is actually necessary in order to cure the breach or default, the effectiveness of the Termination Notice shall be suspended beyond such time until the earlier of (A) the cure of the breach or default, in which case the Termination Notice shall be ineffective and the term of this Agreement shall continue as though the Termination Notice had not been given or (B) Owner discontinuing diligently pursuing a cure for the breach or default in which case the Termination Notice shall be effective and the Agreement shall terminate in accordance with the provisions of such notice.