Common use of Managers’ Default Clause in Contracts

Managers’ Default. Each of the following events shall constitute a default by the Manager under this Agreement and shall entitle the Owner to terminate this Agreement upon ten days prior written notice to the Manager (specifying the reasons therefor) with respect to a default pursuant to Section 8.1.1, or immediately upon written notice to Manager (specifying the reasons therefor) with respect to a default pursuant to Section 8.1.2, in each case without any further obligation or liability to the Owner: 8.1.1 Any willful breach by the Manager of a material term of this Agreement, the willful failure by the Manager to perform the material duties required under this Agreement, or any act or omission by the Manager constituting gross negligence with respect to the operation of the Business, and, in the case of gross negligence, the continuation of or failure to cure the same (to the extent the same is susceptible to cure) for a period of 45 days after the Manager's receipt of written notice thereof from the Owner (and the parties agree that the Manager shall not be liable to the Owner in performing its duties hereunder except in the case of any such willful breach or failure or gross negligence); or 8.1.2 The Manager's dissolution, liquidation, bankruptcy, or insolvency, including (i) the filing of a voluntary petition seeking liquidation or reorganization of its debts under Title 11 of the United States Code or any other federal or state insolvency law, or its filing of an answer consenting to or acquiescing in any such petition, or (ii) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United States Code, and application for the appointment of a receiver for its assets, or an involuntary petition seeking liquidation or reorganization of its debts under any other federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 60-day period.