After Marriott Termination Notice Sample Clauses

After Marriott Termination Notice. Notwithstanding the provisions of Section 5.2.1, provided that and for so long as neither the Sunrise Member, SALI, SALMI, SDI, nor any of its or their Related Parties has obtained directly or indirectly any Marriott Management Rights or entered into any agreement pursuant to which it may obtain Marriott Management Rights, subject to the provisions of Sections 5.2.3, 5.2.4, 5.3 and 5.4, within twenty-five (25) days after the end of each calendar quarter from and after the date of delivery by the Sunrise Member to the AEW Member of a Marriott Termination Notice, the Manager shall distribute Distributable Cash with respect to such quarter to the Members in accordance with their respective Proportionate Shares. Notwithstanding the foregoing provisions of this Section 5.2.2, upon such time, if ever, that the Sunrise Member, SALI, SALMI, SDI or any of its or their Related Parties shall obtain directly or indirectly, any Marriott Management Rights, distributions of Distributable Cash shall again be made in accordance with and pursuant to Section 5.2.1 hereof and not this Section 5.2.2, effective as of the earlier of (i) date that the Sunrise Member, SALI, SALMI, SDI or any of its or their Related Parties executes any document, instrument, or agreement with respect to the exercise of Marriott Management Rights, or (ii) commences the performance of any services with respect to any Senior Housing Facilities which is subject to such Marriott Management Rights.
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After Marriott Termination Notice. Notwithstanding provisions of Section 5.3.1, provided that and for so long as neither the Sunrise Member, SALI, SALMI, SAI or any of its or their Related Parties has obtained, dixxxxxx xx indirectly, any Marriott Management Rights, subject to the provisions of Section 5.2, as soon as reasonably practicable (but in any event within thirty (30) days) after the closing of any Capital Transaction which occurs after the date that the Sunrise Member gives the AEW Member a Marriott Termination Notice, the Manager shall distribute any distributable proceeds of such Capital Transaction to the Members as follows, after paying, satisfying or funding the following (in the following order of priority): (1) paying all usual and customary closing costs in connection with the applicable Capital Transaction, (2) satisfying any outstanding Loans with respect to the Properties to which the Capital Transaction applied, (3) funding all Reserves, and (4) satisfying all outstanding Subdebt:

Related to After Marriott Termination Notice

  • Termination Notice Except in the event of Executive's death, a termination under this Agreement shall be effected by means of a Termination Notice.

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Agreement Termination This Agreement will be in effect for an indefinite period and may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination. The day the notice is mailed to the other party's home office, or, if the mail is not used, the day it is delivered to the other party's home office or to an officer of the other party will be the first day of the ninety (90) day period. During the ninety (90) day period, this Agreement will continue to operate in accordance with its terms.

  • CONTRACT TERMINATION This Contract will terminate:

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Duration Termination This Agreement shall become effective as of the date first set forth above. Unless terminated in accordance with this Section 9, the Agreement shall remain in full force and effect for two (2) years from the date hereof. Subsequent to such initial period of effectiveness, this Agreement shall continue in full force and effect for period(s) of one (I) year thereafter unless terminated by either party upon ten (10) days' written notice to the other.

  • ADDITIONAL TERMINATION In addition to any other termination provisions contained in this Agreement, the Optionee shall at any time have the right to terminate its rights and future obligations under this Agreement by giving notice in writing of such termination to the Optionor, and in the event of such termination, the Optionee shall not earn any interest in the Property, and this Agreement, save and except for the provisions of paragraphs 13 hereof, shall be of no further force and effect.

  • Early Termination Notice If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party a notice (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless, prior to such thirtieth calendar day, the TRA Party Representative (a) provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (b) provides a written waiver of such right of a Material Objection Notice, in which case such Schedule will become binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.

  • Notice; Effective Date of Termination (a) Termination of Executive’s employment pursuant to this Agreement shall be effective on the earliest of:

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

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