Common use of Manager Termination Clause in Contracts

Manager Termination. Manager may terminate this Agreement by providing written notice to Owners in the event that: (i) Manager in good faith determines that insufficient funds have been made available to Manager or Owners (including pursuant to the Approved Budget (subject to any Permitted Variance)) to allow Manager to perform the Asset Management Services (solely for purposes of this clause (i), disregarding the application of Section 2.4(c)) in all material respects, or for any Owner to perform its obligations in all material respects under the Project Documents or the Loan Documents; provided, that Manager may not terminate this Agreement pursuant to this clause (i) unless Manager has delivered to Owners and the Administrative Agent written notice that the condition specified in this clause (i) exists, and the condition has not been cured within thirty days of delivery of such notice; provided further, however, that if the Manager in good faith determines that the condition specified in this clause (i) is reasonably likely to result in (x) an emergency threatening life, the environment, any material property of any third party, or, in any material respect, the physical assets and properties of Owners or (y) a material violation of applicable laws, regulations, codes, permits or licenses, then the thirty day cure period provided by the preceding proviso shall be reduced to three (3) Business Days; (ii) any Owner fails to perform any material obligation (other than any payment obligation) under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure within thirty (30) days after delivery by Manager to Owners and the Administrative Agent demanding such cure; (iii) any Owner fails to perform any payment obligation under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure to pay within three (3) Business Days after notice from Manager demanding such cure; or (iv) any representation or warranty of an Owner set forth in this Agreement shall prove to have been incorrect in any material respect when made and shall remain uncured or uncorrected for a period of fifteen (15) days after an officer of such Owner first obtained actual knowledge of such material inaccuracy or Owners first received a notice from Manager specifying such material inaccuracy and requiring it to be remedied; provided, however, that (x) a failure by an Owner to perform any obligation under this Agreement (other than a payment obligation) shall not be a default hereunder to the extent that and for so long as such failure is a result of an event of Force Majeure, and (y) a failure by an Owner to perform any obligation under this Agreement shall not be a default hereunder to the extent that and for so long as such failure is, subject to Section 3.2, a result of a failure by Manager to perform the Asset Management Services in respect of such obligation. In addition, Manager may terminate this Agreement for convenience by delivering written notice to Owners, which termination will be effective upon the earlier to occur of (a) thirty (30) days following such written notice to Owners, provided that, if Owners have entered into a replacement asset management agreement with a Successor Asset Manager within such thirty (30) day period, Owners may, by delivering written notice to Manager prior to the expiration of such thirty (30) day period, extend such thirty (30) day period by up to an additional thirty (30) days (but only to the extent necessary to facilitate a transition in accordance with Section 5.4(b)) and (b) the commencement date of services under a replacement asset management agreement entered into by Owners with a Successor Asset Manager.

Manager Termination. Concurrently with the Close of Escrow, Manager shall have vacated (or shall have taken all steps reasonably necessary to be prepared to, immediately after the Close of Escrow, vacate) the Property (provided, however, if Purchaser enters into a transition management arrangement with Manager, then Manager’s vacation of the Property shall not be a condition precedent to Seller’s obligation to sell the Property). Seller’s conditions are solely for the benefit of Seller and may terminate be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to Purchaser and Escrow Holder. Seller shall not act or fail to act for the purpose of permitting or causing any of Seller’s conditions to fail. Nothing contained in this Agreement shall require or permit Purchaser or Seller to postpone the Closing Date or to bring any suit or other proceeding or, except as otherwise expressly required by providing written notice this Agreement, to Owners pay any substantial sum, to satisfy any of Seller’s conditions. Notwithstanding anything to the contrary set forth in this Agreement, in the event that: that any of the foregoing conditions to Seller’s obligations hereunder are not satisfied by the Close of Escrow, Seller shall have the right (i1) Manager in good faith determines that insufficient funds the event such failure of a condition arises as a result of a default of Purchaser, to exercise its rights under Section 16(b) of this Agreement, or (2) in the event such failure of a condition arises for any reason other than a result of a default of Purchaser, either (A) terminate this Agreement, in which event the parties shall not have been made available to Manager or Owners (including pursuant any obligations to the Approved Budget (subject to any Permitted Variance)) to allow Manager to perform the Asset Management Services (solely other except for purposes their obligations that expressly survive a termination of this clause Agreement, all other rights and obligations of the parties hereunder (i), disregarding the application of Section 2.4(c)) in all material respects, or for any Owner to perform its obligations in all material respects under the Project Documents or the Loan Documents; provided, that Manager may not terminate this Agreement pursuant to this clause (i) unless Manager has delivered to Owners and the Administrative Agent written notice that the condition specified except those set forth in this clause (iA)) existsshall terminate immediately, and the condition has not been cured within thirty days of delivery of such notice; provided further, however, that if the Manager in good faith determines that the condition specified in this clause (i) is reasonably likely to result in (x) an emergency threatening life, the environment, any material property of any third party, or, in any material respect, the physical assets and properties of Owners or (y) a material violation of applicable laws, regulations, codes, permits or licenses, then the thirty day cure period provided by the preceding proviso Deposit shall be reduced returned to three (3) Business Days; (ii) any Owner fails to perform any material obligation (other than any payment obligation) under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure within thirty (30) days after delivery by Manager to Owners and the Administrative Agent demanding such cure; (iii) any Owner fails to perform any payment obligation under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure to pay within three (3) Business Days after notice from Manager demanding such curePurchaser; or (ivB) any representation or warranty of an Owner set forth in this Agreement shall prove to have been incorrect in any material respect when made irrevocably waive such condition and shall remain uncured or uncorrected for a period of fifteen (15) days after an officer of such Owner first obtained actual knowledge of such material inaccuracy or Owners first received a notice from Manager specifying such material inaccuracy and requiring it proceed to be remedied; provided, however, that (x) a failure by an Owner to perform any obligation under this Agreement (other than a payment obligation) shall not be a default hereunder to the extent that and for so long as such failure is a result of an event of Force Majeure, and (y) a failure by an Owner to perform any obligation under this Agreement shall not be a default hereunder to the extent that and for so long as such failure is, subject to Section 3.2, a result of a failure by Manager to perform the Asset Management Services in respect of such obligation. In addition, Manager may terminate this Agreement for convenience by delivering written notice to Owners, which termination will be effective upon the earlier to occur of (a) thirty (30) days following such written notice to Owners, provided that, if Owners have entered into a replacement asset management agreement with a Successor Asset Manager within such thirty (30) day period, Owners may, by delivering written notice to Manager prior to the expiration of such thirty (30) day period, extend such thirty (30) day period by up to an additional thirty (30) days (but only to the extent necessary to facilitate a transition in accordance with Section 5.4(b)) and (b) the commencement date of services under a replacement asset management agreement entered into by Owners with a Successor Asset ManagerClosing.

Manager Termination. Concurrently with the Close of Escrow, Manager shall have vacated (or shall have taken all steps reasonably necessary to be prepared to, immediately after the Close of Escrow, vacate) the Property (provided, however, if Purchaser enters into a transition management arrangement with Manager, then Manager’s vacation of the Property shall not be a condition precedent to Purchaser’s obligation to acquire the Property). Purchaser’s conditions are solely for the benefit of Purchaser and may terminate be waived only by Purchaser. Any such waiver or waivers shall be in writing and shall be delivered to Seller and Escrow Holder. Purchaser shall not act or fail to act for the purpose of permitting or causing any of Purchaser’s conditions to fail. Nothing contained in this Agreement shall require or permit Purchaser or Seller to postpone the Closing Date or to bring any suit or other proceeding or, except as otherwise expressly required by providing written notice this Agreement, to Owners pay any substantial sum, to satisfy any of Purchaser’s conditions. In the event that any of the foregoing conditions to Purchaser’s obligations hereunder are not satisfied by the Close of Escrow, Purchaser shall have the right (1) in the event that: such failure of a condition arises as a result of a default of Seller, to exercise its rights under Section 16(a) of this Agreement, or (i2) Manager in good faith determines that insufficient funds the event such failure of a condition arises for any reason other than a result of a default of Seller, either (A) terminate this Agreement, in which event the parties shall not have been made available to Manager or Owners (including pursuant any obligations to the Approved Budget (subject to any Permitted Variance)) to allow Manager to perform the Asset Management Services (solely other except for purposes their obligations that expressly survive a termination of this clause Agreement, all other rights and obligations of the parties hereunder (i), disregarding the application of Section 2.4(c)) in all material respects, or for any Owner to perform its obligations in all material respects under the Project Documents or the Loan Documents; provided, that Manager may not terminate this Agreement pursuant to this clause (i) unless Manager has delivered to Owners and the Administrative Agent written notice that the condition specified except those set forth in this clause (iA)) existsshall terminate immediately, and the condition has not been cured within thirty days of delivery of such notice; provided further, however, that if the Manager in good faith determines that the condition specified in this clause (i) is reasonably likely to result in (x) an emergency threatening life, the environment, any material property of any third party, or, in any material respect, the physical assets and properties of Owners or (y) a material violation of applicable laws, regulations, codes, permits or licenses, then the thirty day cure period provided by the preceding proviso Deposit shall be reduced returned to three (3) Business Days; (ii) any Owner fails to perform any material obligation (other than any payment obligation) under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure within thirty (30) days after delivery by Manager to Owners and the Administrative Agent demanding such cure; (iii) any Owner fails to perform any payment obligation under this Agreement in accordance with the requirements of this Agreement, provided that Owners shall not have cured such failure to pay within three (3) Business Days after notice from Manager demanding such curePurchaser; or (ivB) any representation or warranty of an Owner set forth in this Agreement shall prove to have been incorrect in any material respect when made irrevocably waive such condition and shall remain uncured or uncorrected for a period of fifteen (15) days after an officer of such Owner first obtained actual knowledge of such material inaccuracy or Owners first received a notice from Manager specifying such material inaccuracy and requiring it proceed to be remediedClosing; provided, however, that (x) a failure by an Owner notwithstanding anything to perform any obligation the contrary set forth in this Agreement, in no event shall Seller be deemed to have breached or defaulted under this Agreement in the event Manager shall have failed (other than a payment obligationfor any reason or no reason) to vacate (or shall not have failed to have taken all steps reasonably necessary to be a default hereunder to prepared to, immediately after the extent that and for Close of Escrow, vacate) the Property so long as such failure is a result Seller shall have satisfied the requirements of an event Section 7(f) of Force Majeure, and (y) a failure by an Owner to perform any obligation under this Agreement shall not be a default hereunder to the extent that and for so long as such failure is, subject to Section 3.2, a result of a failure by Manager to perform the Asset Management Services in respect of such obligation. In addition, Manager may terminate this Agreement for convenience by delivering written notice to Owners, which termination will be effective upon the earlier to occur of (a) thirty (30) days following such written notice to Owners, provided that, if Owners have entered into a replacement asset management agreement with a Successor Asset Manager within such thirty (30) day period, Owners may, by delivering written notice to Manager prior to the expiration of such thirty (30) day period, extend such thirty (30) day period by up to an additional thirty (30) days (but only to the extent necessary to facilitate a transition in accordance with Section 5.4(b)) and (b) the commencement date of services under a replacement asset management agreement entered into by Owners with a Successor Asset ManagerAgreement.