Termination with Opportunity to Cure Sample Clauses

Termination with Opportunity to Cure. We may terminate this Agreement at any time before its expiration under one or more of the following conditions by providing written notice to you and affording you a hearing before the Board such that you can show cause why this Agreement should not be terminated: 14.1.1 failure to pay dues or other Fees, rentals, charges or assessments within the time set by this Agreement. 14.1.2 failure to comply with the terms and conditions or to meet the standards as set forth in this Agreement or the Manual, to include but not limited to: 14.1.2.1 receipt of two (2) consecutive inspection scores or Guest Rooms/Public Areas Condition Report scores which are below 800 points; or 14.1.2.2 receipt of two (2) inspection scores or Guest Rooms/Public Areas Condition Report scores less than 800 points during any eighteen (18) month period; or 14.1.2.3 receipt of three (3) inspection scores or Guest Rooms/Public Areas Condition Report scores less than 800 points during any twenty-four (24) month period; or 14.1.2.4 receipt of a single inspection score or Guest Rooms/Public Areas Condition Report scores less than 600 points. 14.1.3 failure to operate, manage or maintain the System Hotel in such a way as to effect credit to us, BWI, and the System Hotels. When grounds exist to terminate this Agreement, the Board or its designee may in its sole discretion afford a cure period or “conditional extension.” During any such cure period we may delay termination but suspend the Hotel from the reservation service and any reservation and/or website services provided through or by us, and divert reservations for your Hotel to other System Hotels; remove the listing of the Hotel from any advertising we publish; disable all or any part of the software provided to you and/or may suspend any one (1) or more of the information technology and/or network services that we provide or support; and charge you for costs related to suspending or disabling your right to use any software systems or technology we provided to you, together with intervention or administration fees. During any such restriction, full Fees continue to be due and payable.
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Termination with Opportunity to Cure. We may terminate this Agreement by written notice to you and opportunity to cure at any time before its expiration on any of the following grounds: 14.1.1 You fail to pay us any sums due and owing to us or the Entities under this Agreement within the cure period set forth in the notice, which shall not be less than ten (10) days; 14.1.2 You fail to begin or complete the Hotel Work by the relevant dates set forth in the Addendum or fail to open the hotel on the Opening Date, and do not cure that default within the cure period set forth in the notice, which shall not be less than ten (10) days; 14.1.3 You do not purchase or maintain insurance required by this Agreement or do not reimburse us for our purchase of insurance on your behalf within the cure period set forth in the notice, which shall not be less than ten (10) days; or 14.1.4 You fail to comply with any other provision of this Agreement, the Manual or any Standard and do not cure that default within the cure period set forth in the notice, which shall not be less than thirty (30) days.
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Termination with Opportunity to Cure. Except as provided in Section 23.2., when Franchisee receives written notice from Franchisor that Franchisee has failed to comply with the terms of this Agreement, Franchisee shall have thirty (30) days to cure the breach(es) and to prove such cure to Franchisor. If any breach of this Agreement is not cured within thirty (30) days of Franchisee's receipt of notice of such breach, Franchisor may terminate this Agreement upon written notice to Franchisee of such termination, effective on the expiration of the cure period.
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Termination with Opportunity to Cure. We may terminate this Agreement by written notice to you at any time before its expiration on any of the following grounds: (1) You fail to pay us any sums due and owing to us or the Entities under this Agreement within the cure period set forth in the notice; (2) You fail to comply with any provision of this Agreement, the Manual or any System Standard and do not cure that default within the cure period set forth in the notice; or (3) You do not purchase or maintain insurance required by this Agreement or do not reimburse us for our purchase of insurance on your behalf.
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Termination with Opportunity to Cure. Franchisor may terminate this Agreement, by delivery of written notice of default, upon the occurrence of any of the following events of default and your failure to take appropriate corrective action during the applicable cure period: (1) You fail to pay any monies owed to Franchisor or its Affiliates or your trade creditors within ten (10) days after delivery of written notice of a deficiency; (2) You misuse the Proprietary Marks, the Copyrighted Works, or Franchisor’s other intellectual property (which includes, without limitation, offering or selling unauthorized products or services under or in conjunction with the Proprietary Marks), and fail to correct the misuse within five (5) days after delivery of written notice; (3) The Store is cited for violation of health, sanitation, or safety laws or regulations, and fails to cure the violation within five (5) days after receiving the citation; or (4) You fail to comply with any provision of this Agreement (except as otherwise provided in this Section 18) and fail to take appropriate corrective action within thirty (30) days after delivery of written notice of a deficiency.
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Termination with Opportunity to Cure. We may terminate this Agreement by written notice to you at any time before its expiration on any of the following grounds: (1) You fail to pay us any sums due and owing to us or the Entities under this Agreement within the cure period set forth in the notice; (2) You fail to comply with any provision of this Agreement, the Manual or any System Standard and do not cure that default within the cure period set forth in the notice; or (3) You do not purchase or maintain insurance required by this Agreement or do not reimburse us for our purchase of insurance on your behalf. HGI Denver Xxxxxxxx XX 00000 COO FLA 021811 November 2010 - HGI
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Termination with Opportunity to Cure. Except for those defaults provided for under Sections 17(a) or 17(b), Licensee shall be in default hereunder for any failure to maintain or comply with any of the terms, covenants, specifications, standards, procedures or requirements imposed by this Agreement or in any Manuals, policy and procedure statement or other written document provided by Licensor, or to carry out the terms of this Agreement in good faith. For such defaults, Licensor will provide Licensee with written notice and fifteen (15) days to cure or, if a default cannot reasonably be cured within fifteen (15) days, to initiate within that time substantial and continuing action to cure such default and to provide Licensor with evidence of such actions. If the defaults specified in such notice are not cured within the fifteen (15) day period, Licensor may, at its option, terminate this Agreement upon written notice to Licensee. Such defaults shall include, without limitation, the occurrence of any of the following events: (i) Licensee fails to construct or remodel or to commence operating the Center in accordance with this Agreement; (ii) Licensee fails, refuses, or neglects to promptly pay any monies owing to Licensor or its affiliates when due or to submit the financial or other information required under this Agreement; (iii) Any person or entity owning five percent (5%) or more of Licensee makes a transfer of such interest in violation of this Agreement; provided, however, that Licensee’s right to cure such a default shall be conditioned upon Licensee immediately notifying Licensor of the improper transfer and taking all actions necessary to either (a) obtain Licensor’s approval thereof, or (b) if approval is not desired or the transfer or transferee is not approved by Licensor, to re-acquire the interest so transferred; (iv) A threat or danger to public health or safety results from the construction, maintenance, or operation of the Center; (v) Licensee or any of its Owners or employees misuses or makes any unauthorized use of the System or the Marks; (vi) Licensee is convicted of or pleads guilty or nolo contendere to a felony, a crime involving moral turpitude, or any other crime or offense that Licensor believes is injurious to the Marks or the goodwill associated therewith, or if Licensor has proof Licensee has committed such a felony, crime or offense; including, but not limited to, abuse, use of employees who do not meet Licensor’s then-current standards and training requirements, ...
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Termination with Opportunity to Cure. We may terminate this Agreement by written notice to you at any time before its expiration on any of the following grounds: (1) You fail to pay us any sums due and owing to us or the Entities under this Agreement within the cure period set forth in the notice; (2) You fail to comply with any provision of this Agreement, the Manual or any System Standard and do not cure that default within the cure period set forth in the notice; or (3) You do not purchase or maintain insurance required by this Agreement or do not reimburse us for our purchase of insurance on your behalf. Xx 00.00 Xxxxxxxxx Xxxxxxxxx - Xxxxxxx Xxxxx HI&S November 2010 - Hampton
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Related to Termination with Opportunity to Cure

  • Opportunity to Cure The COUNTY may, at its sole discretion, provide the AGENCY with a Notice to Cure a breach of this Contract. If the AGENCY fails to cure the breach to the COUNTY’S satisfaction within the time provided in the Notice to Cure, the COUNTY may terminate this Contract for cause.

  • Notice and Opportunity to Cure Notwithstanding the foregoing, it shall be a condition precedent to the Company’s right to terminate Executive’s employment for Cause and Executive’s right to terminate for Good Reason that (i) the party seeking termination shall first have given the other party written notice stating with specificity the reason for the termination (“breach”) and (ii) if such breach is susceptible of cure or remedy, a period of fifteen (15) days from and after the giving of such notice shall have elapsed without the breaching party having effectively cured or remedied such breach during such 15-day period, unless such breach cannot be cured or remedied within fifteen (15) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days) provided the breaching party has made and continues to make a diligent effort to effect such remedy or cure.

  • Notice and Opportunity to Defend Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

  • Termination with Notice Either the Director or the Company may terminate this Agreement by providing at least thirty (30) days prior written notice to the other party.

  • Opportunity to Defend The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Opportunity to Review Customer declares that it has had sufficient opportunity to review this Agreement, understand the content of all of its sections, negotiate its terms, and seek independent professional legal advice before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.

  • Opportunity to Remedy If the Funder considers that it is appropriate to allow the HSP an opportunity to remedy a breach of this Agreement, the Funder may give the HSP an opportunity to remedy the breach by giving the HSP Notice of the particulars of the breach and of the period of time within which the HSP is required to remedy the breach. The Notice will also advise the HSP that the Funder may terminate this Agreement: at the end of the Notice period provided for in the Notice if the HSP fails to remedy the breach within the time specified in the Notice; or prior to the end of the Notice period provided for in the Notice if it becomes apparent to the Funder that the HSP cannot completely remedy the breach within that time or such further period of time as the Funder considers reasonable, or the HSP is not proceeding to remedy the breach in a way that is satisfactory to the Funder.

  • Termination with Good Reason Executive may terminate this Agreement for Good Reason, and thereby resign his employment, after providing thirty (30) days’ written notice to the Company of the act(s) or omission(s) constituting Good Reason (which notice must be given within ninety (90) days after the occurrence of such act(s) or omission(s) and describe the act(s) or omission(s) in reasonable detail) if such act(s) or omission(s) is/are not cured by the Company within thirty (30) days after Executive provides such written notice. For purposes hereof, “Good Reason” means any of the following reasons that occurs without Executive’s written consent:

  • Consultation with Attorney; Voluntary Agreement The Company advises Executive to consult with an attorney of his choosing prior to signing this Agreement. Executive understands and agrees that he has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 1 above, with an attorney. Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Section 1 above. Executive acknowledges and agrees that the payments to be made to Executive pursuant to the Employment Agreement are sufficient consideration to require him to abide with his obligations under this Agreement, including but not limited to the General Release set forth in Section 1. Executive represents that he has read this Agreement, including the General Release set forth in Section 1, and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion.

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