Common use of Termination Upon Event of Default Clause in Contracts

Termination Upon Event of Default. (a) The following shall constitute events of default (“Events of Default”): (i) the filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by either Owner or Manager; (ii) the consent to an involuntary petition in bankruptcy or the failure by either Owner or Manager to vacate within sixty (60) days from the date of entry thereof of any order approving an involuntary petition; (iii) the entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating either Owner or Manager a bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (iv) the gross negligence, fraud or willful misconduct of Owner or Manager, as the case may be, in the performance or observance of its obligations, duties or services, as applicable, provided for under the terms of this Agreement, to the extent the same materially and adversely effects the non-defaulting party; (v) the failure of either Owner or Manager to perform, keep or fulfill any of the covenants, undertakings, obligations or conditions set forth in this Agreement to the extent the same materially and adversely effects the non-defaulting party, and the continuance of any such default for a period of ninety (90) days after written notice of said failure or, if such default (a) is not a default in the payment of a monetary sum provided to be paid under this Agreement, and (b) cannot be reasonably cured within such ninety (90) day period but is susceptible of cure with reasonable diligence, and Owner or Manager (whichever is the defaulting party) commences such cure promptly following receipt of written notice of said failure, then for such additional period as such cure shall continue to be pursued with reasonable diligence, but in any event not longer than one hundred twenty (120) days after written notice of said failure, unless and except further extensions of the cure period are afforded to the defaulting party upon written consent from the non-defaulting party, which consent shall not be unreasonably withheld, conditioned or delayed; and (vi) the occurrence of an Event of Default under the Related Management Agreement. (b) Upon the occurrence of an Event of Default, the non-defaulting party may, without prejudice to any other recourse at law or in equity which it may have, give to the defaulting party notice (a “Final Notice”) of the termination of this Agreement and upon the delivery of such Final Notice to the defaulting party, this Agreement shall terminate.

Termination Upon Event of Default. (a) The following shall constitute events of default (“Events of Default”): (i) Upon the filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by either Owner or Manager; (ii) occurrence and during the consent to an involuntary petition in bankruptcy or the failure by either Owner or Manager to vacate within sixty (60) days from the date of entry thereof continuance of any order approving an involuntary petition; Event of Default enumerated in Section 13.1(c), (iiid) the entering of an orderor (e) or in Section 13.2(d), judgment (e) or decree by any court of competent jurisdiction(f), on the application of a creditor, adjudicating either Owner or Manager a bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (iv) the gross negligence, fraud or willful misconduct of Owner or Manager, as the case may be, in the performance or observance of its obligations, duties or services, as applicable, provided for under the terms of this Agreement, to the extent the same materially and adversely effects the non-defaulting party; (v) the failure of either Owner or Manager Party may elect to perform, keep or fulfill any of the covenants, undertakings, obligations or conditions set forth in terminate this Agreement to the extent the same materially and adversely effects the non-defaulting party, and the continuance of any such default for a period of ninety (90) days after immediately in its entirety upon giving written notice of said failure or, if such default (a) is not a default in the payment of a monetary sum provided to be paid under this Agreement, and (b) cannot be reasonably cured within such ninety (90) day period but is susceptible of cure with reasonable diligence, and Owner or Manager (whichever is the defaulting party) commences such cure promptly following receipt of written notice of said failure, then for such additional period as such cure shall continue to be pursued with reasonable diligence, but in any event not longer than one hundred twenty (120) days after written notice of said failure, unless and except further extensions of the cure period are afforded to the defaulting party upon written consent from the non-defaulting party, which consent shall not be unreasonably withheld, conditioned or delayed; and (vi) the occurrence of an Event of Default under the Related Management AgreementParty. (b) Upon the occurrence and during the continuance of an any Event of DefaultDefault enumerated in Section 13.1(b), (f) or (g) or in Section 13.2(b), (c), (g) or (h), the non-defaulting party Party may, without prejudice to any other recourse remedy which it may have at law or in equity which it may haveequity, give terminate this Agreement by giving notice of such default, and the Party receiving such notice shall have thirty (30) days from the date of receipt of such notice to cure such default. If the defaulting party notice (a “Final Notice”) Event of Default has not been cured by midnight of the termination of this Agreement and upon the delivery thirtieth (30th) day after receipt of such Final Notice to the defaulting partynotice, this Agreement shall terminatebe deemed immediately terminated, unless such cure period has been extended in writing by the non-defaulting Party or the defaulting Party is using commercially reasonable efforts to cure such default and such default is, in the reasonable judgment of the defaulting Party, capable of being cured with a reasonable period of time (not to exceed 30 days), in which case such additional time shall be allowed in order to cure such default. (c) Upon the occurrence and during the continuance of any Event of Default enumerated in Subsection 13.1(a), Groundco may only terminate this Agreement after giving notice of such default to Airco and the following procedures shall have been employed in an effort to cure such default: (i) the Parties shall have met and conferred to determine the nature and the causes of the default and, if possible, the changes to operations, schedules or routings as may be necessary to eliminate such default and (ii) following such meeting between the Parties, they shall diligently attempt to implement any such changes to the operations or schedules that have been determined will resolve such default, and they shall make such further adjustments or changes as are foreseen to be necessary to avoid a recurrence of the conditions that gave rise to the default. If the Parties are completely unable to reconcile the problems associated with the default, or the changes they have implemented fail to cure the default within ninety (90) days of operations after the implementation of such changes, Groundco may terminate this Agreement unless Airco in good faith contests the default, in which event Groundco's right to terminate shall be resolved in accordance with Section 17.1 of this Agreement. (d) Upon the occurrence of any Event of Default enumerated in Section 13.2(a), Airco will give Groundco notice thereof, and Groundco will have two (2) Business Days from the date of receipt of such notice (the "Outside Cure Date") to cure such default. In addition to payment of the Base Compensation, Groundco will pay to Airco an additional amount equal to the Base Compensation payment times LIBOR plus 2% divided by 365 for each day such payment has not been made from the Outside Cure Date. Groundco shall pay such Base Compensation payment and additional amount as set forth in the preceding sentence and, to the extent Groundco contests any such amount, Groundco shall seek recovery in accordance with Section 17.1 after it has paid and Airco has received such Base Compensation and any additional payments as set forth in the preceding sentence. (e) Subject to Section 8.9 hereof, the right of either Party under this Article XIII to terminate this Agreement following a Default of the other Party hereto shall not be deemed an exclusive remedy, and will be in addition to any other remedy such Party may have either at law or in equity.

Termination Upon Event of Default. Each of the following events shall be an “Event of Default” by a Party (the "Defaulting Party"): (a) The the Defaulting Party assigns or attempts to assign its rights or obligations under this Agreement or any part thereof to any third party, other than the acquirer of all or substantially all of the Defaulting Party's business, without the prior written consent of the other Party; (b) the Defaulting Party fails or refuses to comply in any material respect with any applicable laws in connection with the performance of its obligations under this Agreement; (c) if the Defaulting Party is the Licensee, the LPL Financial Services Agreement (including any predecessor or successor agreement) to which Licensee is a party is terminated for any reason; (d) if the Defaulting Party is the Licensor, any of the Licensed Materials is finally determined to infringe the rights of any third party and, within thirty days of such determination, the Licensor has failed to obtain or secure rights sufficient to allow the use of the Licensed Materials by Licensee; or (e) Any of the following events shall constitute events of default (“Events of Default”): have occurred and be continuing: (i) the filing Defaulting Party becomes unable to pay substantially all of its indebtedness as it matures; (ii)the Defaulting Party commences a voluntary petition in bankruptcy or insolvency or a petition for reorganization case under any bankruptcy law by either Owner or Manager; (ii) the consent to an involuntary petition in bankruptcy or the failure by either Owner or Manager to vacate within sixty (60) days from the date of entry thereof of any order approving an involuntary petition; U.S. Bankruptcy Code; (iii) the entering Defaulting Party makes an assignment for the benefit of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating either Owner or Manager a bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; creditors; (iv) the gross negligenceDefaulting Party applies for or consents to the appointment of a receiver or trustee for it, fraud or willful misconduct of Owner or Manager, as the case may be, in the performance or observance for any substantial portion of its obligations, duties or services, as applicable, provided for under the terms of this Agreement, to the extent the same materially and adversely effects the non-defaulting partyproperty; (v) the failure Defaulting Party makes an assignment to an agent authorized to liquidate any substantial part of either Owner its assets; (vi)the Defaulting Party has an involuntary case commenced against it with any court or Manager to performother authority seeking liquidation, keep reorganization or fulfill any of a creditor’s arrangement which the covenantsDefaulting Party has not contested within forty-five (45) days; (vii) the Defaulting Party, undertakings, obligations or conditions set forth in this Agreement to the extent the same materially and adversely effects the non-defaulting party, and the continuance by an order of any court or other authority, has appointed any receiver or trustee for it or for any substantial portion of its property; (viii) the Defaulting Party has a writ or warrant of attachment or any similar process issued by any court or other authority against any substantial portion of its property and such default for involuntary petition seeking liquidation, reorganization or a period creditor’s arrangement or such order appointing a receiver or trustee is not vacated or stayed, or such writ, warrant of ninety attachment or similar process is not vacated, released or bonded off within thirty (9030) days after its entry or levy; (ix) the Defaulting Party voluntarily ceases to do business. Upon the occurrence of a Event of Default, the Party (the "Performing Party") that is not the Defaulting Party may, without prejudice to any other right or remedy the Performing Party may have, terminate this Agreement upon written notice thereof to the Defaulting Party; provided, however, no Event of said failure Default listed in Sections 6.2(a), (b), or (c) shall be deemed to have occurred if the Defaulting Party cures such default within fifteen (15) days from the receipt of such notice or, if such default (a) is not a default in the payment of a monetary sum provided to be paid under this Agreement, and (b) cannot be reasonably cured within such ninety fifteen (9015) day period but is susceptible of cure with reasonable diligence, and Owner or Manager (whichever is the defaulting party) commences such cure promptly following receipt of written notice of said failure, then for such additional period as such cure shall continue to be pursued with reasonable diligence, but in any event not longer than one hundred twenty (120) days after written notice of said failure, unless and except further extensions of the cure period are afforded to the defaulting party upon written consent from the non-defaulting party, which consent shall not be unreasonably withheld, conditioned or delayed; and (vi) the occurrence of an Event of Default under the Related Management Agreement. (b) Upon the occurrence of an Event of Defaultperiod, the non-defaulting party may, without prejudice Defaulting Party has commenced to any other recourse at law or in equity which it may have, give cure such default and continues to the defaulting party notice (a “Final Notice”) of the termination of this Agreement and upon the delivery of diligently act to cure such Final Notice to the defaulting party, this Agreement shall terminatedefault within such 15- day period.

Termination Upon Event of Default. (a) The following shall constitute events of default (“Events of Default”): (i) Upon the filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by either Owner or Manager; (ii) occurrence and during the consent to an involuntary petition in bankruptcy or the failure by either Owner or Manager to vacate within sixty (60) days from the date of entry thereof continuance of any order approving an involuntary petition; Event of Default enumerated in Section 13.1(c), (iiid) the entering of an orderor (e) or in Section 13.2(d), judgment (e) or decree by any court of competent jurisdiction(f), on the application of a creditor, adjudicating either Owner or Manager a bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (iv) the gross negligence, fraud or willful misconduct of Owner or Manager, as the case may be, in the performance or observance of its obligations, duties or services, as applicable, provided for under the terms of this Agreement, to the extent the same materially and adversely effects the non-defaulting party; (v) the failure of either Owner or Manager Party may elect to perform, keep or fulfill any of the covenants, undertakings, obligations or conditions set forth in terminate this Agreement to the extent the same materially and adversely effects the non-defaulting party, and the continuance of any such default for a period of ninety (90) days after immediately in its entirety upon giving written notice of said failure or, if such default (a) is not a default in the payment of a monetary sum provided to be paid under this Agreement, and (b) cannot be reasonably cured within such ninety (90) day period but is susceptible of cure with reasonable diligence, and Owner or Manager (whichever is the defaulting party) commences such cure promptly following receipt of written notice of said failure, then for such additional period as such cure shall continue to be pursued with reasonable diligence, but in any event not longer than one hundred twenty (120) days after written notice of said failure, unless and except further extensions of the cure period are afforded to the defaulting party upon written consent from the non-defaulting party, which consent shall not be unreasonably withheld, conditioned or delayed; and (vi) the occurrence of an Event of Default under the Related Management AgreementParty. (b) Upon the occurrence and during the continuance of an any Event of DefaultDefault enumerated in Section 13.1(b), (f) or (g) or in Section 13.2(b), (c), (g) or (h), the non-defaulting party Party may, without prejudice to any other recourse remedy which it may have at law or in equity which it may haveequity, give terminate this Agreement by giving notice of such default, and the Party receiving such notice shall have thirty (30) days from the date of receipt of such notice to cure such default. If the defaulting party notice (a “Final Notice”) Event of Default has not been cured by midnight of the termination of this Agreement and upon the delivery thirtieth (30th) day after receipt of such Final Notice to the defaulting partynotice, this Agreement shall terminatebe deemed immediately terminated, unless such cure period has been extended in writing by the non-defaulting Party or the defaulting Party is using commercially reasonable efforts to cure such default and such default is, in the reasonable judgment of the defaulting Party, capable of being cured with a reasonable period of time (not to exceed 30 days), in which case such additional time shall be allowed in order to cure such default. (c) Upon the occurrence and during the continuance of any Event of Default enumerated in Subsection 13.1(a), Groundco may only terminate this Agreement after giving notice of such default to Airco and the following procedures shall have been employed in an effort to cure such default: (i) the Parties shall have met and conferred to determine the nature and the causes of the default and, if possible, the changes to operations, schedules or routings as may be necessary to eliminate such default and (ii) following such meeting between the Parties, they shall diligently attempt to implement any such changes to the operations or schedules that have been determined will resolve such default, and they shall make such further adjustments or changes as are foreseen to be necessary to avoid a recurrence of the conditions that gave rise to the default. If the Parties are completely unable to reconcile the problems associated with the default, or the changes they have implemented fail to cure the default within ninety (90) days of operations after the implementation of such changes, Groundco may terminate this Agreement unless Airco in good faith contests the default, in which event Groundco’s right to terminate shall be resolved in accordance with Section 17.1 of this Agreement. (d) Upon the occurrence of any Event of Default enumerated in Section 13.2(a), Airco will give Groundco notice thereof, and Groundco will have two (2) Business Days from the date of receipt of such notice (the “Outside Cure Date”) to cure such default. In addition to payment of the Base Compensation, Groundco will pay to Airco an additional amount equal to the Base Compensation payment times LIBOR plus 2% divided by 365 for each day such payment has not been made from the Outside Cure Date. Groundco shall pay such Base Compensation payment and additional amount as set forth in the preceding sentence and, to the extent Groundco contests any such amount, Groundco shall seek recovery in accordance with Section 17.1 after it has paid and Airco has received such Base Compensation and any additional payments as set forth in the preceding sentence. (e) Subject to Section 8.9 hereof, the right of either Party under this Article XIII to terminate this Agreement following a Default of the other Party hereto shall not be deemed an exclusive remedy, and will be in addition to any other remedy such Party may have either at law or in equity.