Termination by Manager. Manager shall have the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to Owner. Manager shall also have the right to terminate this Agreement upon thirty (30) days written notice to Owner for non-payment of fees and expenses due Manager under the terms of this Agreement
Termination by Manager. Notwithstanding any other provision contained herein, the parties hereto agree that the Manager may terminate this Agreement, with or without cause, by giving ninety (90) days' written notice of such intention to terminate.
Termination by Manager. (i) The Manager may terminate this Agreement effective upon 60 days prior written notice of termination to the Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant in this Agreement and such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30 day period. The Company is required to pay to the Manager the Termination Fee if the termination of this Agreement is made pursuant to this Section 13(e)(i).
(ii) The Manager may terminate this Agreement in the event that the Company becomes regulated as an investment company under the Investment Company Act, with such termination deemed to occur immediately prior to such event. The Company is not required to pay to the Manager the Termination Fee if the termination of this Agreement is made pursuant to this Section 13(e)(ii).
Termination by Manager. Manager may terminate this Agreement effective upon thirty (30) days prior written notice of termination to the Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant in this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof specifying such default and requesting that the same be remedied in such thirty (30) day period.
Termination by Manager. If any of the following events shall happen:
(a) Lessee shall fail to provide funds to be deposited in the Local Operating Account in accordance with the provisions of Section 7.02 within ten (10) days after Manager's request for such additional funds, and such failure continues for an additional ten (10) day period after written notice by Manager to Lessee that such funds have not yet been received;
(b) Lessee shall fail to keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Lessee, and such default shall continue for a period of thirty (30) days after notice thereof by Manager to Lessee;
(c) [Intentionally Deleted.]
(d) Lessee shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee or of all or a substantial part of its assets, file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee a bankrupt or insolvent or approving a petition seeking reorganization of Lessee or appointing a receiver, trustee or liquidator of Lessee or of all or a substantial part of the assets of Lessee, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days;
(e) if because of a default under the Ground Lease (if any) or the Mortgage, the Ground Lease shall be terminated or the Mortgage shall be foreclosed (or the Hotel sold in lieu of foreclosure) or such steps shall be taken to terminate the Ground Lease or foreclose on the Mortgage such that Manager's ability to manage the Hotel shall be materially adversely affected; or
(f) Lessee shall be in default under the License Agreement and such default shall have continued after the expiration of any applicable grace period with respect thereto or the License Agreement shall have been terminated, then Manager shall have the right to terminate this Agreement upon written notice to Lessee given at any time following the occurrence of any...
Termination by Manager. Manager may terminate this Agreement as follows:
1. Immediately in the event of any withdrawal by Practice from the Deposit Account or any change by Practice in the payment disposition instructions relating to that bank account, in contravention of this Agreement;
2. In the event Practice shall materially default in the performance of any duty or obligation imposed upon it by this Agreement, and such default shall continue for a period of thirty (30) days after written notice thereof has been given to Practice by Manager (or if not reasonably curable within such thirty (30) day period and if Practice is proceeding diligently and in good faith and such default is curable, up to sixty (60) days);
3. In the event of a failure by Practice to be or remain in substantial compliance with any and all appropriate and relevant federal, state and/or local laws, regulations, or ordinances or any billing or other requirements of third party payers;
4. In the event of Practice being listed by a federal agency as being disbarred, excluded, terminated, or otherwise ineligible for federal health care program participation; or
5. In the event of a filing of a petition in bankruptcy by Practice; or making an assignment for the benefit of creditors; or if any involuntary petition in bankruptcy or petition for an arrangement pursuant to any bankruptcy laws is filed against Practice and is not dismissed within ninety (90) days; or if a receiver is appointed for the business of Practice, or any part thereof.
Termination by Manager. Manager may terminate on the following grounds:
(a) Effective when a funding change goes into effect or a later date as designated by the Manager, if there is any material adverse change in local, State or federal funding for the School’s students.
(b) Effective immediately if the Board adopts or amends a policy, and the effect of such amendment or policy would reasonably be determined by Manager to materially increase the financial risk to Manager arising from its performance of its obligations hereunder, thus rendering Manager’s performance economically unviable. In the event the School adopts such an adverse policy in the middle of the school year, Manager agrees to use its best efforts to complete its obligations for the then- current school year without waiving any rights and remedies hereunder.
(c) Effective immediately if (i) the School or Manager undergoes or is required to undergo an adverse change that makes the School or Manager financially unviable, or (ii) the Board makes a financial decision that is grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
Termination by Manager. Except as provided below, Manager may terminate this Agreement in its entirety, without cause, prior to the expiration of the Term upon at least one hundred eighty (180) days notice to Lessee; provided that Lessee may elect to delay such termination in its entirety or with respect to any Terminated Hotel for a period of up to one hundred eighty (180) days from the date of termination specified in Manager’s notice to Lessee in order to transition the management services. In the event Lessee desires to so delay termination, Lessee shall provide notice thereof to Manager prior to the date that is thirty (30) days prior to the date specified for termination in Manager’s notice to Lessee. Thereafter, Lessee may terminate this Agreement on thirty (30) days prior notice to Manager. During such extension period Lessee shall continue to pay Manager its Base Management Fee hereunder, but in no event shall Lessee be liable for the payment of any Early Termination Fee, with respect to such Terminated Hotels. In the event Manager exercises its rights under this Section 12.2(a)(ii), Manager shall forfeit all accrued and unpaid Incentive Management Fees hereunder and all unvested Newco Restricted Shares shall be terminated as of the date of delivery of the termination notice to Lessee. No Incentive Management Fees shall accrue after the delivery of such termination notice to Lessee. Notwithstanding anything to the contrary contained herein, any termination of this Agreement by Manager pursuant to this Article 12, shall not relieve Manager of its obligations under Section 13.1, which shall continue to survive in accordance with the terms thereof.
Termination by Manager. In the event that (i) Owner fails to make any payment when due under this Agreement and such default is not cured within five (5) days after notice thereof or (ii) Owner otherwise fails to observe any other term, covenant or condition set forth in this Agreement and such failure continues for a period of fifteen (15) days after written notice thereof, then (in either such case) Manager may immediately terminate this Agreement upon written notice thereof to Owner.
Termination by Manager. Manager may elect, at its option, to terminate this Agreement upon the occurrence of any of the following events, and in the manner set forth below:
3.4.1 In the event the Company enters Bankruptcy (as that term is defined in Section 3.3.3), Manager may terminate this Agreement by giving the Company a Notice of Termination as described in Section 3.3.1.
3.4.2 In the event of any failure of the Company to comply with the terms and provisions of this Agreement, then such failure shall be an event of default. Manager shall give the Company a Notice of Default, as described in Section 3.3.2, stating with reasonable particularity the failure(s) of performance or default(s) by the Company, and the Company shall have thirty (30) days after the effective date of the notice within which to cure such failure(s) or default(s), or if such failure(s) or default(s) cannot be fully cured in such 30-day period, to commence the cure within such 30-day period and thereafter diligently and promptly proceed to cure as soon as possible. If the Company does not cure the failure(s) of performance or Exhibit F default(s) within such 30-day period or commence the cure within such period and thereafter complete the cure as soon as is possible, Manager may give the Company a Notice of Termination.
