Common use of Termination of Agreement by the Company Clause in Contracts

Termination of Agreement by the Company. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days prior written notice, by the Company upon the occurrence of any of the following events: (i) The Dealer Manager or any of its affiliates materially breaches this Agreement; provided, however, that the party in breach of this Agreement shall have thirty (30) calendar days after the receipt of notice of such breach from the non-breaching party to cure such breach; (ii) Any fraud, criminal conduct or willful misconduct by the Dealer Manager in any action or failure to act undertaken by such party pertaining to or having a detrimental effect upon the Dealer Manager’s ability to perform its duties provided that Dealer Manager does not cure any such act thirty (30) calendar days after the receipt of notice of such act (or at such later time as stated in the notice) from the Company; (iii) The entry of a decree or order for relief by a court of competent jurisdiction in respect of the Dealer Manager in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Dealer Manager or for any substantial part of its property or an order winding up or liquidating such party’s affairs; (iv) The commencement of a voluntary case by the Dealer Manager under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent by the Dealer Manager to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or the taking of possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Dealer Manager or of any substantial part of its property, or the making of any general assignment for the benefit of creditors, or its admission of insolvency or its failure generally to pay its debts as they become due; (v) The aggregate amount of Shares to be offered by the Company under the Offering has been issued and sold or the Offering is terminated or discontinued; and (vi) The Company issues and offers for sale Shares in excess of the Offering and no subsequent agreement for the sale of such additional Shares is executed between the Company, the Company and their affiliates, on the one hand, and the Dealer Manager and its affiliates, on the other.