Prohibition Against Termination or Modification Clause Samples
The Prohibition Against Termination or Modification clause prevents either party from ending or altering the agreement except under specific, predefined circumstances. In practice, this means that the terms of the contract remain fixed and cannot be changed or terminated unilaterally, ensuring that both parties are bound to their original commitments for the duration of the agreement. This clause is essential for providing stability and predictability, as it protects both parties from unexpected changes or premature termination that could disrupt their business relationship.
POPULAR SAMPLE Copied 1 times
Prohibition Against Termination or Modification. (a) Borrower shall not (i) surrender, terminate, cancel, materially modify, renew or extend any Management Agreement, (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender.
(b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation, provided that each of the following conditions shall have been satisfied (which replacements may be phased in over a period not to exceed twenty-four (24) months following the closing date of such Assumption):
(i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are...
Prohibition Against Termination or Modification. In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the Management Agreement, or (iv) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified Manager. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”).
Prohibition Against Termination or Modification. Borrower shall not (a) surrender, terminate, cancel, modify, renew or extend the Management Agreement, provided, that Borrower may, without Lender’s consent, replace Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, (b) enter into any other agreement relating to the management or operation of a Property with Manager or any other Person, provided, that Borrower may permit Manager to enter into sub-management agreements with third-party service providers to perform all or any portion of the services by Manager so long as (x) the fees and charges payable under any such sub-management agreements shall be the sole responsibility of Manager, (y) Borrower shall have no liabilities of obligations under any such sub-management agreements, and (z) any such sub-management agreements will be terminable without penalty upon the termination of the Management Agreement, (c) consent to the assignment by the Manager of its interest under the Management Agreement, or (d) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) shall execute a Replacement Management Agreement.
Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew, amend, or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies; provided further, however, that if Borrower satisfies the foregoing conditions, Lender shall not withhold its consent to the appointment of a replacement manager that is an Affiliate of Borrower. Lender shall reasonably cooperate with Borrower, at no cost or expense to Lender, in seeking to obtain a Rating Agency Confirmation from the Rating Agencies for such actions upon the request of Borrower. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender. Borrower shall have the right to amend the Property Management Agreement from time to time in order to comply with applicable Legal Requirements including, without limitation, tax laws pertaining to REIT’s or Guarantor’s status as a real estate investment trust or subsidiary thereof.
Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate or cancel any Management Agreement, unless (A) Borrower has advised Lender of its intention to terminate the Manager, (B) the replacement manager has delivered to Lender copies of an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement in each case executed by Borrower and replacement manager and (C) the replacement manager is a Qualified Manager, (ii) modify any Management Agreement in such a way that would have a material adverse effect on the use, operation or value of the Property or the ability of Borrower to pay its obligations in respect of the Loan, (iii) enter into any other agreement with any Person for such Person to act as the manager or operator of the Property, except as provided in this Section 7.2, or (iv) consent to the Transfer by the Manager of its interest under the Management Agreement except as provided in this Section 7.2, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager (other than a Qualified Manager), such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement. If at any time Lender consents to the appointment of a new manager, or a new manager is appointed without Lender’s consent being required, (a) such new manager and Borrower shall, as a condition of Lender’s consent, if required, execute an Assignment of Management Agreement and a cash management agreement in substantially the form of the Cash Management Agreement and (b) if such new manager is an Affiliate of Borrower, Borrower shall deliver a non-consolidation opinion acceptable to the Rating Agencies.
Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender's consent, execute a subordination of management agreement in the form then used by Lender.
Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the Management Agreement, or (iv) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender's consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender.
Prohibition Against Termination or Modification. Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the Management Agreement, or (iv) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.
Prohibition Against Termination or Modification. Borrower shall not (a) surrender, terminate, cancel, modify (in any material respect), renew or extend (except where the terms of the renewal or extension are the same as for the immediately preceding period) the Management Agreement, (b) consent to the assignment by any Manager of its interest under the Management Agreement, (c) enter into any new or other agreement relating to the management or operation of the Property with Manager or any other Person, or (d) waive or release (in any material respect) any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or a Management Agreement such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation, if and to the extent applicable, as to such manager and management agreement. If at any time Lender consents to the appointment of a new property manager and/or the execution of a Management Agreement under this Article 7 or under Article 8, Manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.
Prohibition Against Termination or Modification. At any time that a Management Agreement is in place, neither Borrower nor Operating Company, as applicable, shall surrender, terminate, cancel, modify, renew or extend the Management Agreement or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Agent, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager such consent may be conditioned upon such new manager and Borrower executing an assignment of management agreement and subordination of management fees in the form then used by Agent.