Common use of Termination Due to Certain Acts or Events Clause in Contracts

Termination Due to Certain Acts or Events. Porsche and DEALER agree that the following acts and events, which are in the control of DEALER, or originate from actions taken by DEALER or its owners and/or General Manager, are so contrary to the spirit and purpose of this Agreement as to warrant its termination. Accordingly, DEALER agrees that if it engages in any of the following types of conduct, Porsche shall have the right to terminate this Agreement: a. failure of DEALER to conduct sales and service operations during customary business hours for seven (7) consecutive business days, except for acts of God, or circumstances beyond the direct control of DEALER, such as fires, floods, earthquakes or other acts of God; b. insolvency of DEALER or the voluntary filing by DEALER of a petition in bankruptcy, or the filing of a petition to have DEALER declared bankrupt, providing the petition is not vacated within thirty (30) days of the appointment of a receiver or trustee for DEALER or DEALER's business who is not removed within thirty (30) days, or any levy under attachment, execution or similar process, or the execution of an assignment for the benefit of creditors, or any process of law by which a third party acquires rights to the ownership or operation of DEALER; c. conviction in any court of competent jurisdiction of DEALER, or an owner of DEALER, of any crime which is punishable by imprisonment, or if DEALER or any owner of DEALER pleads guilty or no contest to any felony; or the finding by any government agency or court that DEALER has committed unfair business practices which, in the reasonable opinion of Porsche, would materially compromise DEALER's reputation with the public; d. suspension or revocation of a license that DEALER is required to have to operate the dealership where the suspension or revocation is for a period in excess of thirty (30) days; e. any misrepresentation to Porsche by DEALER, or any DEALER owner or General Manager, in applying for this Agreement or for approval as owner or General Manger of DEALER; f. submission by DEALER to Porsche of false reports, statements, or claims for reimbursement, sales incentives, refunds, rebates or credits; submission of false financial information or false sales reporting data; or the making or submission by DEALER of a false report or statement relating to pre-delivery preparation, testing, warranties, servicing, repairing, or maintenance required by Porsche; g. any change, whether voluntary or involuntary, in the General Manager or ownership of DEALER, without the prior written approval of Porsche; h. any attempted or actual sale, transfer or assignment by DEALER of this Agreement, or any of the rights granted it under this Agreement, or any attempted or actual transfer or assignment or delegation by DEALER, of any of the responsibility assumed by it under this Agreement without the prior written approval of Porsche; i. the conduct, directly or indirectly, of any dealership operation at any location other than those specifically approved herein for such operation without the prior written approval of Porsche; j. any sale or transfer, by operation of law or otherwise, or any relinquishment or discontinuance of use by DEALER, of any of DEALER's Dealership Facilities and/or principal assets without the prior written approval of Porsche; k. failure of DEALER to pay Porsche for any PORSCHE PRODUCT in accordance with the terms and conditions of sale;

Termination Due to Certain Acts or Events. Porsche and DEALER agree that the The following acts and events, represent events which are in within the control of DEALER, or originate from actions taken by DEALER Dealer or its management or owners and/or General Manager, and which are so contrary to the spirit intent and purpose of this Agreement as to that they warrant its termination. Accordingly, DEALER agrees that if it engages in any of the following types of conduct, Porsche shall have the right to terminate this Agreement: a. failure (1) Any actual or attempted sale, transfer, assignment or delegation, whether by operation of DEALER to conduct sales and service operations during customary business hours for seven (7) consecutive business dayslaw or otherwise, except for acts of God, or circumstances beyond the direct control of DEALER, such as fires, floods, earthquakes or other acts of God; b. insolvency of DEALER or the voluntary filing by DEALER of a petition in bankruptcy, or the filing of a petition to have DEALER declared bankrupt, providing the petition is not vacated within thirty (30) days of the appointment of a receiver or trustee for DEALER or DEALER's business who is not removed within thirty (30) days, or any levy under attachment, execution or similar process, or the execution Dealer of an assignment for the benefit of creditorsinterest in or right, privilege or any process of law by which a third party acquires rights to the ownership or operation of DEALER; c. conviction in any court of competent jurisdiction of DEALER, or an owner of DEALER, of any crime which is punishable by imprisonment, or if DEALER or any owner of DEALER pleads guilty or no contest to any felony; or the finding by any government agency or court that DEALER has committed unfair business practices which, in the reasonable opinion of Porsche, would materially compromise DEALER's reputation with the public; d. suspension or revocation of a license that DEALER is required to have to operate the dealership where the suspension or revocation is for a period in excess of thirty (30) days; e. any misrepresentation to Porsche by DEALER, or any DEALER owner or General Manager, in applying for this Agreement or for approval as owner or General Manger of DEALER; f. submission by DEALER to Porsche of false reports, statements, or claims for reimbursement, sales incentives, refunds, rebates or credits; submission of false financial information or false sales reporting data; or the making or submission by DEALER of a false report or statement relating to pre-delivery preparation, testing, warranties, servicing, repairing, or maintenance required by Porsche; g. any change, whether voluntary or involuntary, in the General Manager or ownership of DEALER, without the prior written approval of Porsche; h. any attempted or actual sale, transfer or assignment by DEALER of this Agreement, or any of the rights granted it obligation under this Agreement, or any attempted or actual transfer or assignment or delegation by DEALER, of any of the responsibility assumed by it principal assets necessary for the performance of Dealer's responsibilities under this Agreement without Agreement, without, in either case, the prior written approval consent of PorscheSeller having been obtained, which consent shall not be unreasonably withheld; i. (2) Subject to the conductprovisions of Section 14 hereof, directly or indirectly, of any dealership operation at any location other than those specifically approved herein for such operation without the prior written approval of Porsche; j. any sale or transfera change, by operation of law or otherwise, in the direct or any relinquishment indirect ownership of Dealer, whether voluntary or discontinuance involuntary, from that set forth in the Final Article of use by DEALERthis Agreement, of any of DEALER's Dealership Facilities and/or principal assets except as expressly permitted herein, without the prior written approval consent of Porsche; k. failure of DEALER to pay Porsche Seller having been obtained, which consent shall not be unreasonably withheld; (3) Removal, resignation, withdrawal or elimination from Dealer for any PORSCHE PRODUCT reason of the Executive Manager of Dealer; provided, however, Seller shall give Dealer a reasonable period of time within which to replace such person with an Executive Manager satisfactory to Dealer and Seller in accordance with Article Fourth of this Agreement; or the terms failure of Dealer to retain an Executive Manager who, in accordance with Article Fourth of this Agreement, in Seller's reasonable opinion, is competent, possesses the requisite qualifications for the position, and conditions who will act in a manner consistent with the continued best interests of saleboth Seller and Dealer; (4) The failure of Dealer to maintain the Dealership Facilities open for business or to conduct all the Dealership Operations required by this Agreement during and for not less than the hours customary and lawful in Dealer's Primary Market Area or in the metropolitan area in which Dealer is located for seven (7) consecutive days, unless such failure is caused by fire, flood, earthquake or other act of God; (5) Any undertaking by Dealer to conduct, directly or indirectly, any of the Dealership Operations at a location or facility other than that which is specified in the current Dealership Facilities Addendum for that Dealership Operation; (6) The failure of Dealer to establish or maintain wholesale financing arrangements which are in accordance with Seller's Guides and which are reasonably acceptable to Seller with banks or other financial institutions approved by Seller for use in connection with Dealer's purchase of Infiniti Vehicles, unless Seller shall have agreed to accept another medium of payment;