Termination by the Service Recipients. 11.2.1 The Service Recipients may, subject to Section 11.2.2, terminate this Agreement effective upon written notice of termination to the Managers without payment of any termination fee if: 11.2.1.1 any of the Managers defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 days after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same; 11.2.1.2 any of the Managers engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients; 11.2.1.3 there is an event of any gross negligence on the part of any of the Managers in the performance of its obligations under this Agreement and such gross negligence results in material harm to the Service Recipients; or 11.2.1.4 each of the Managers makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency. 11.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 by the BPY General Partner on behalf of BPY with the prior unanimous approval of the members of the Independent Committee. 11.2.3 Each of the Service Recipients hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of the BPY Group’s operations or any investment made by any member of the BPY Group on the recommendation of any member of the Manager Group.
Appears in 5 contracts
Samples: Master Services Agreement (Brookfield Property Partners L.P.), Master Services Agreement (Brookfield Property Partners L.P.), Master Services Agreement (Brookfield Property Partners L.P.)
Termination by the Service Recipients. 11.2.1 The 10.2.1 Terra on behalf of the Service Recipients may, subject to Section 11.2.210.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Managers Manager without payment of any termination fee iffee:
11.2.1.1 any of 10.2.1.1 if the Managers Manager defaults in the performance or observance of any material term, condition or agreement covenant contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that ;
10.2.1.2 if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 any of the Managers Manager engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
11.2.1.3 there 10.2.1.3 if the Manager is an event of any gross negligence on the part of any of the Managers grossly negligent in the performance of its obligations under this Agreement and such gross negligence results in material harm to the Service Recipients; or;
11.2.1.4 each of 10.2.1.4 if the Managers Manager, Terra, Terra LLC or Terra Operating makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency;
10.2.1.5 upon the earlier to occur of (i) the fifth year anniversary of the date of this Agreement and (iii) the end of any twelve month period ending on the last day of calendar quarter during which the Service Recipients generated cash available for distribution in excess of $350 million;
10.2.1.6 upon such date that the Manager and its Affiliates no longer beneficially own capital stock representing more than 50% of the voting power of all the capital stock issued by Terra outstanding on such date; or
10.2.1.7 upon the date that a Manager Change of Control occurs.
11.2.2 10.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.1 above by the BPY General Partner on behalf of BPY Terra with the prior unanimous approval of a majority of the members of the Independent Committee.
11.2.3 10.2.3 This Agreement may also be terminated by Terra pursuant to Section 13.1.1 hereof with the prior approval of a majority of the members of the Independent Committee.
10.2.4 Each of the Service Recipients Terra, Terra LLC and Terra Operating hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY Terra Group on the recommendation of any member of the Manager Group, provided that no provision of this Agreement shall limit the right of the relevant Service Recipient to terminate any Operating and Administrative Agreements in accordance with the provisions thereof.
Appears in 5 contracts
Samples: Management Services Agreement (TerraForm Power, Inc.), Management Services Agreement (TerraForm Power, Inc.), Management Services Agreement (TerraForm Power, Inc.)
Termination by the Service Recipients. 11.2.1 The 10.2.1 Yield, on behalf of the Service Recipients, may terminate this Agreement without any termination fee, immediately upon written notice to Abengoa on or after the date twelve (12) months of the initial public offering of Yield’s ordinary shares have elapsed.
10.2.2 Yield on behalf of the Service Recipients may, subject to Section 11.2.210.2.3, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Managers Abengoa without payment of any termination fee if:
11.2.1.1 any of the Managers (i) Abengoa defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 any of (ii) Abengoa or the Managers engages Executives engage in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
11.2.1.3 there (iii) Abengoa is an event of any gross negligence on the part of any of the Managers grossly negligent in the performance of its obligations under this Agreement and such gross negligence results in material harm to the Service Recipients; or
11.2.1.4 each of the Managers (iv) Abengoa or Yield, makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.
11.2.2 10.2.3 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.2 above by the BPY General Partner on behalf of BPY Yield with the prior unanimous approval of a majority of the independent members of the Independent Committee.board of directors of Yield
11.2.3 Each of the Service Recipients 10.2.4 Yield hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of its Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY Yield Group on the recommendation of any member of the Manager GroupExecutives.
Appears in 3 contracts
Samples: Executive Services Agreement, Executive Services Agreement, Executive Services Agreement (Abengoa Yield LTD)
Termination by the Service Recipients. 11.2.1 The 10.2.1 Yield on behalf of the Service Recipients may, subject to Section 11.2.210.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Managers Manager without payment of any termination fee if:
11.2.1.1 any of 10.2.1.1 the Managers Manager defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 any of 10.2.1.2 the Managers Manager engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
11.2.1.3 there 10.2.1.3 the Manager is an event of any gross negligence on the part of any of the Managers grossly negligent in the performance of its obligations under this Agreement and such gross negligence results in material harm to the Service Recipients; or
11.2.1.4 each of 10.2.1.4 the Managers Manager, Yield, Yield LLC or Yield Operating makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.
11.2.2 10.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.1 above by the BPY General Partner on behalf of BPY Yield with the prior unanimous approval of a majority of the members of the Independent Committee.
11.2.3 10.2.3 This Agreement may also be terminated by Yield pursuant to Section 11.1.1 hereof with the prior approval of a majority of the members of the Independent Committee.
10.2.4 Each of the Service Recipients Yield, Yield LLC and Yield Operating hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY Yield Group on the recommendation of any member of the Manager Group.
Appears in 2 contracts
Samples: Management Services Agreement, Management Services Agreement (NRG Yield, Inc.)
Termination by the Service Recipients. 11.2.1 The 10.2.1 Global on behalf of the Service Recipients may, subject to Section 11.2.210.2.2, terminate this Agreement effective upon 90 days’ prior written notice of termination to the Managers Manager without payment of any termination fee iffee:
11.2.1.1 any of 10.2.1.1 if the Managers Manager defaults in the performance or observance of any material term, condition or agreement covenant contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that ;
10.2.1.2 if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 any of the Managers Manager engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
11.2.1.3 there 10.2.1.3 if the Manager is an event of any gross negligence on the part of any of the Managers grossly negligent in the performance of its obligations under this Agreement and such gross negligence results in material harm to the Service Recipients; or;
11.2.1.4 each of 10.2.1.4 if the Managers Manager, Global, Global LLC or Global Operating makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency;
10.2.1.5 upon a Change in Control; or
10.2.1.6 upon such date that the Manager and its Affiliates no longer beneficially own capital stock representing more than 50% of the voting power of all the capital stock issued by Global outstanding on such date.
11.2.2 10.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.1 above by the BPY General Partner on behalf of BPY Global with the prior unanimous approval of all the members of the Independent Committee.
10.2.3 This Agreement may also be terminated by Global pursuant to Section 12.1.1 hereof with the prior approval of all of the members of the Independent Committee.
11.2.3 10.2.4 Each of the Service Recipients Global, Global LLC and Global Operating hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance under-performance of any of their Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY Global Group on the recommendation of any member of the Manager Group, provided that no provision of this Agreement shall limit the right of the relevant Service Recipient to terminate any Operating and Administrative Agreements in accordance with the provisions thereof.
Appears in 2 contracts
Samples: Management Services Agreement (Terraform Global, Inc.), Management Services Agreement (Terraform Global, Inc.)
Termination by the Service Recipients. 11.2.1 The 10.2.1 Zephyr, on behalf of the Service Recipients Recipients, may, subject to Section 11.2.210.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Managers Manager without payment of any termination fee if:
11.2.1.1 10.2.1.1 any member of the Managers Manager Group defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 10.2.1.2 any member of the Managers Manager Group engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service RecipientsRecipient;
11.2.1.3 there is an event of 10.2.1.3 any gross negligence on the part of any member of the Managers Manager Group is grossly negligent in the performance of its obligations under this Agreement Agreement, and such gross negligence results in material harm to the Service Recipients; or;
11.2.1.4 each of 10.2.1.4 the Managers Manager or Zephyr makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.
11.2.2 10.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.1 above by the BPY General Partner on behalf of BPY Zephyr with the prior unanimous approval of a majority of the members of the Independent CommitteeBoard of Directors.
11.2.3 Each 10.2.3 This Agreement may also be terminated by Zephyr pursuant to Section 12.1.1 with the prior approval of a majority of the Service Recipients members of the Board of Directors.
10.2.4 Zephyr hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY Zephyr Group on the recommendation of any member of the Manager Group.
Appears in 1 contract
Termination by the Service Recipients. 11.2.1 The 10.2.1 Yield on behalf of the Service Recipients may, subject to Section 11.2.210.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Managers Manager without payment of any termination fee if:
11.2.1.1 any of 10.2.1.1 the Managers Manager defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 any of 10.2.1.2 the Managers Manager engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
11.2.1.3 there 10.2.1.3 the Manager is an event of any gross negligence on the part of any of the Managers grossly negligent in the performance of its obligations under this Agreement and such gross negligence results in material harm to the Service Recipients; or
11.2.1.4 each of 10.2.1.4 the Managers Manager, Yield, Yield LLC or Yield Operating makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.
11.2.2 10.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.1 above by the BPY General Partner on behalf of BPY Yield with the prior unanimous approval of the members of the Independent Committee.
11.2.3 10.2.3 This Agreement may also be terminated by Yield pursuant to Section 11.1.1 hereof with the prior approval of a majority of the members of the Independent Committee.
10.2.4 Each of the Service Recipients Yield, Yield LLC and Yield Operating hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY Yield Group on the recommendation of any member of the Manager Group.
Appears in 1 contract
Termination by the Service Recipients. 11.2.1 The 10.2.1 Yield on behalf of the Service Recipients may, subject to Section 11.2.210.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Managers Manager without payment of any termination fee if:
11.2.1.1 any of 10.2.1.1 the Managers Manager defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 any of 10.2.1.2 the Managers Manager engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service Recipients;
11.2.1.3 there 10.2.1.3 the Manager is an event of any gross negligence on the part of any of the Managers grossly negligent in the performance of its obligations under this Agreement and such gross negligence results in material harm to the Service Recipients; or
11.2.1.4 each of 10.2.1.4 the Managers Manager makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.
11.2.2 10.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.1 above by the BPY General Partner on behalf of BPY Yield with the prior unanimous approval of the members of the Independent Committee.
11.2.3 10.2.3 This Agreement may also be terminated by Yield pursuant to Section 11.1.1 hereof with the prior approval of a majority of the members of the Independent Committee.
10.2.4 Each of the Service Recipients Yield, Yield LLC and Yield Operating hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY Yield Group on the recommendation of any member of the Manager Group.
Appears in 1 contract
Termination by the Service Recipients. 11.2.1 The 10.2.1 NYLD, on behalf of the Service Recipients Recipients, may, subject to Section 11.2.210.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Managers Manager without payment of any termination fee if:
11.2.1.1 10.2.1.1 any member of the Managers Manager Group defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 60 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 6030-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence to the Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable period satisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;
11.2.1.2 10.2.1.2 any member of the Managers Manager Group engages in any act of fraud, misappropriation of funds or embezzlement against any Service Recipient that results in material harm to the Service RecipientsRecipient;
11.2.1.3 there is an event of 10.2.1.3 any gross negligence on the part of any member of the Managers Manager Group is grossly negligent in the performance of its obligations under this Agreement Agreement, and such gross negligence results in material harm to the Service Recipients; or;
11.2.1.4 each of 10.2.1.4 the Managers Manager, NYLD, NYLD LLC or NYLD Op makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.
11.2.2 10.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 10.2.1 above by the BPY General Partner on behalf of BPY NYLD with the prior unanimous approval of a majority of the members of the Independent Conflicts Committee.
11.2.3 10.2.3 This Agreement may also be terminated by NYLD pursuant to Section 12.1.1 with the prior approval of a majority of the members of the Conflicts Committee.
10.2.4 Each of the Service Recipients NYLD, NYLD LLC and NYLD Op hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the BPY Group’s operations Business or any investment made by any member of the BPY YieldCo Group on the recommendation of any member of the Manager Group.
Appears in 1 contract
