Common use of Termination Rights of Manager Clause in Contracts

Termination Rights of Manager. In addition to Manager’s rights to terminate this Agreement either in its entirety or in connection with a particular Property or Properties set forth in this Agreement, including under Sections 13.1(b) and 13.2(a), Manager shall have the right to terminate this Agreement in its entirety without penalty upon not fewer than thirty (30) days’ prior written notice (subject to Manager’s obligation to provide the Transition Services, provided Manager’s obligation to provide Transition Services is subject to Manager being paid the Base Management Fee, Reimbursable Expenses and/or other sums payable or owed to Manager (expressly excluding any Incentive Management Fee or Termination Fee), on a current basis, under this Agreement and in accordance with the provisions of Schedule “5”, but in all cases subject to any subordination agreement entered into by Manager) if any of the following occur: (a) Owner fails to make any payment of Management Fees or Reimbursable Expenses or other amounts due and owing to Manager (unless such payment shall be the subject of a bona fide dispute, with that portion of such fees which are not subject to a bona fide dispute being paid when due) within ten (10) Business Days following written notice thereof given by Manager; (b) The institution by (i) Owner or its direct or indirect Subsidiaries, other than the Owner Unrelated Subsidiaries; or (ii) the Owner-Related Affiliates, of proceedings of any nature under any law or statute of any jurisdiction as now existing or hereafter amended or becoming effective, for the relief of debtors wherein such Person is seeking relief as debtor on account of its insolvency, which proceedings are not discharged or dismissed within a period of sixty (60) days after the institution thereof; provided, however, that Manager shall not have the right to terminate this Agreement as a result of such an occurrence if any direct or indirect beneficial owner of Xxxxxxxx Entertainment LLC causes, or formally consents or approves the initiation of such proceeding unless such person has previously received the written advice of counsel (not requiring a legal opinion) that such person has a fiduciary obligation to cause, consent or approve the initiation of such proceeding; (c) The denial, revocation, suspension or non-renewal of Owner’s Nevada Gaming License, or any other material licenses of Owner related to the Managed Properties, the denial, revocation, suspension or non-renewal of which would have a material adverse effect on Manager or the Managed Properties except to the extent caused, directly or indirectly, by any action or inaction of Manager, Xxxxxxxx Entertainment or their respective Affiliates; or (d) Owner shall have failed to remedy a Material Default on the part of Owner within thirty (30) days after written notice thereof given by Manager; provided, however, if (i) the Material Default is not susceptible of cure within such thirty (30) day period; (ii) the default cannot be cured solely by the payment of a sum of money; and (iii) the default would not expose Manager to an imminent and material risk of criminal liability or of material damage to its business reputation, the thirty (30) day cure period shall be extended for up to an additional ninety (90) days (for an aggregate cure period of up to one hundred twenty (120) days if Owner commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure).

Termination Rights of Manager. In addition to Manager’s rights to terminate this Agreement either in its entirety or in connection with a particular Property or Properties as otherwise expressly set forth in this Agreement, including under Sections 13.1(b) and 13.2(a), Manager shall have the right to terminate this Agreement in its entirety without penalty upon not fewer than thirty (30) days’ prior written notice (subject to Manager’s obligation to provide the Transition Services, provided Manager’s obligation to provide Transition Services is subject to Manager being paid the Base Management Fee, Reimbursable Expenses and/or other sums payable or owed to Manager (expressly excluding any Incentive Management Fee or Termination Fee), on a current basis, under this Agreement and in accordance with the provisions of Schedule “5”, but in all cases subject to any subordination agreement entered into by Manager) if any of the following occur: (a) Owner fails to make any payment of Management Fees or Reimbursable Expenses or other amounts due and owing to Manager (unless such payment shall be the subject of a bona fide dispute, with that portion of such fees which are not subject to a bona fide dispute being paid when due) within ten (10) Business Days following written notice thereof given by Manager; (b) The institution by (i) Owner or its direct or indirect Subsidiaries, other than the Owner Unrelated SubsidiariesOwner; or (ii) the Owner-Related Affiliates, of proceedings of any nature under any law or statute of any jurisdiction as now existing or hereafter amended or becoming effective, for the relief of debtors wherein such Person is seeking relief as debtor on account of its insolvency, which proceedings are not discharged or dismissed within a period of sixty (60) days after the institution thereof; provided, however, that Manager shall not have the right to terminate this Agreement as a result of such an occurrence if any direct or indirect beneficial owner of Xxxxxxxx Entertainment LLC causes, or formally consents or approves the initiation of such proceeding unless such person has previously received the written advice of counsel (not requiring a legal opinion) that such person has a fiduciary obligation to cause, consent or approve the initiation of such proceeding; (c) The denial, revocation, suspension or non-renewal of Owner’s Nevada Gaming License, or any other material licenses of Owner related to the Managed PropertiesProperty, the denial, revocation, suspension or non-renewal of which would have a material adverse effect affect on Manager or the Managed Properties Property except to the extent caused, directly or indirectly, by any action or inaction of Manager, Xxxxxxxx Entertainment or their respective Affiliates; or (d) Owner shall have failed to remedy a Material Default on the part of Owner within thirty (30) days after written notice thereof given by Manager; provided, however, if (i) the Material Default is not susceptible of cure within such thirty (30) day period; (ii) the default cannot be cured solely by the payment of a sum of money; and (iii) the default would not expose Manager to an imminent and material risk of criminal liability or of material damage to its business reputation, the thirty (30) day cure period shall be extended for up to an additional ninety (90) days (for an aggregate cure period of up to one hundred twenty (120) days if Owner commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure).

Termination Rights of Manager. In addition to Manager’s rights to terminate this Agreement either in its entirety or in connection with a particular Property or Properties set forth in this Agreement, including under Sections 13.1(b) and 13.2(a), Manager shall have the right to terminate this Agreement in its entirety without penalty upon not fewer than thirty (30) days’ prior written notice (subject to Manager’s obligation to provide the Transition Services, provided Manager’s obligation to provide Transition Services is subject to Manager being paid the Base Management Fee, Reimbursable Expenses and/or other sums payable or owed to Manager (expressly excluding any Incentive Management Fee or Termination Fee), on a current basis, under this Agreement and in accordance with the provisions of Schedule “5”, but in all cases subject to any subordination agreement entered into by Manager) if any of the following occur: (a) Owner fails to make any payment of Management Fees or Reimbursable Expenses or other amounts due and owing to Manager (unless such payment shall be the subject of a bona fide dispute, with that portion of such fees which are not subject to a bona fide dispute being paid when due) within ten (10) Business Days following written notice thereof given by Manager; (b) The institution by (i) Owner or its direct or indirect Subsidiaries, other than the Owner Unrelated Subsidiaries; or (ii) the Owner-Related Affiliates, of proceedings of any nature under any law or statute of any jurisdiction as now existing or hereafter amended or becoming effective, for the relief of debtors wherein such Person is seeking relief as debtor on account of its insolvency, which proceedings are not discharged or dismissed within a period of sixty (60) days after the institution thereof; provided, however, that Manager shall not have the right to terminate this Agreement as a result of such an occurrence if any direct or indirect beneficial owner of Xxxxxxxx Entertainment LLC causes, or formally consents or approves the initiation of such proceeding unless such person has previously received the written advice of counsel (not requiring a legal opinion) that such person has a fiduciary obligation to cause, consent or approve the initiation of such proceeding; (c) The denial, revocation, suspension or non-renewal of Owner’s Nevada Gaming License, or any other material licenses of Owner related to the Managed Properties, the denial, revocation, suspension or non-renewal of which would have a material adverse effect affect on Manager or the Managed Properties except to the extent caused, directly or indirectly, by any action or inaction of Manager, Xxxxxxxx Entertainment or their respective Affiliates; or (d) Owner shall have failed to remedy a Material Default on the part of Owner within thirty (30) days after written notice thereof given by Manager; provided, however, if (i) the Material Default is not susceptible of cure within such thirty (30) day period; (ii) the default cannot be cured solely by the payment of a sum of money; and (iii) the default would not expose Manager to an imminent and material risk of criminal liability or of material damage to its business reputation, the thirty (30) day cure period shall be extended for up to an additional ninety (90) days (for an aggregate cure period of up to one hundred twenty (120) days if Owner commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure).

Termination Rights of Manager. In addition to Manager’s rights to terminate this Agreement either in its entirety or in connection with a particular Property or Properties set forth in this Agreement, including under Sections 13.1(b) and 13.2(a), Manager shall have the right to terminate this Agreement in its entirety without penalty upon not fewer than thirty (30) days’ prior written notice (subject to Manager’s obligation to provide the Transition Services, provided Manager’s obligation to provide Transition Services is subject to Manager being paid the Base Management Fee, Reimbursable Expenses and/or other sums payable or owed to Manager (expressly excluding any Incentive Management Fee or Termination Fee), on a current basis, under this Agreement and in accordance with the provisions of Schedule “5”, but in all cases subject to any subordination agreement entered into by Manager) if any of the following occur: (a) Owner fails to make any payment of Management Fees or Reimbursable Expenses or other amounts due and owing to Manager (unless such payment shall be the subject of a bona fide dispute, with that portion of such fees which are not subject to a bona fide dispute being paid when due) within ten (10) Business Days following written notice thereof given by Manager; (b) The institution by (i) Owner or its direct or indirect Subsidiaries, other than the Owner Unrelated Subsidiariesany Property Owner; or (ii) the Owner-Related Affiliates, of proceedings of any nature under any law or statute of any jurisdiction as now existing or hereafter amended or becoming effective, for the relief of debtors wherein such Person is seeking relief as debtor on account of its insolvency, which proceedings are not discharged or dismissed within a period of sixty (60) days after the institution thereof; provided, however, that Manager shall not have the right to terminate this Agreement as a result of such an occurrence if any direct or indirect beneficial owner of Xxxxxxxx Entertainment LLC causes, or formally consents or approves the initiation of such proceeding unless such person has previously received the written advice of counsel (not requiring a legal opinion) that such person has a fiduciary obligation to cause, consent or approve the initiation of such proceeding; (c) The denial, revocation, suspension or non-renewal of Owner’s Nevada Gaming License, License or any other material licenses of Owner related to the Managed Properties, the denial, revocation, suspension or non-renewal of which would have a material adverse effect affect on Manager or the Managed Properties except to the extent caused, directly or indirectly, by any action or inaction of Manager, Xxxxxxxx Entertainment or their respective Affiliates; or (d) Owner shall have failed to remedy a Material Default on the part of Owner within thirty (30) days after written notice thereof given by Manager; provided, however, if (i) the Material Default is not susceptible of cure within such thirty (30) day period; (ii) the default cannot be cured solely by the payment of a sum of money; and (iii) the default would not expose Manager to an imminent and material risk of criminal liability or of material damage to its business reputation, the thirty (30) day cure period shall be extended for up to an additional ninety (90) days (for an aggregate cure period of up to one hundred twenty (120) days if Owner commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure).