NON-CURABLE TERMINATING EVENTS Sample Clauses

NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events:
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NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this Agreement on not less than 15 days written notice to Manager upon the occurrence of any of the following events: (1) the Bankruptcy of Manager; (2) Owner sells or transfers 100% of its interest in the Property (other than to a Related Person), whether directly or indirectly; 31 <PAGE> (3) any of the Other Management Agreements are validly terminated by Owner or one of its Affiliates in accordance with their terms by reason of Manager's material default thereunder; (4) the foreclosure by any mortgage upon the Property or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee; (5) an act of fraud, embezzlement or theft constituting a felony against Owner or its Affiliates which causes it material injury is perpetrated by Manager or by Developer or by Advisor in its corporate capacity (as distinguished from the acts of any employees of such entities which are taken without the approval or complicity of the Board of Directors of Manager's managing general partner) under this Agreement, the Advisory Agreement, the Development Framework Agreement, any Development Agreement or any Leasing Agreement; or (6) the Property or a substantial part of the Property is damaged or destroyed where the Owner has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Property for a reasonable period of time until Owner winds down the operation of the Property, and provided further that (i) this Agreement shall be automatically reinstated if, within twenty-four (24) months after the date of such damage or destruction, Owner determines to rebuild the Property or develop a new shopping center as a replacement for the Property, and (ii) in the case of the destruction of only a substantial part of the Property, if Owner elects to continue the operation of the remaining portion of the Property, this Agreement shall remain in effect with respect to the portion of the Property to be operated. (2) This Agreement shall terminate if Manager shall notify Owner that management of regional shopping centers shall cease to be one of the principal business undertakings of Westfield Holdings Limited and its affiliates in the United States, PROVIDED that this Agreement shall continue for a period of 180 days after delivery of such notice to Owner if Owner shall be reasonably satisfied with Manager's ability to continue managing t...
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NON-CURABLE TERMINATING EVENTS. Company may terminate this Agreement on 15 days prior written notice to Acquisition Member upon (a) the occurrence of the Bankruptcy of Acquisition Member; or (b) an act of fraud, embezzlement or theft constituting a felony against Company or its Affiliates which causes it (i) material injury; is perpetrated by Acquisition Member in its corporate capacity (as distinguished from the acts of any employees that are performed without the complicity of the managing members of Acquisition Member) under this Agreement.
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NON-CURABLE TERMINATING EVENTS. Owner may terminate this Agreement immediately by written notice to Westfield upon the occurrence of any of the following events:
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NON-CURABLE TERMINATING EVENTS. The Owner may terminate this Asset Management Agreement on not less than 30 days written notice to the Asset Manager upon the occurrence of any of the following events:
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Related to NON-CURABLE TERMINATING EVENTS

  • Terminating Events Subject to Section 7 hereof, upon the effective date of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), the Option shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property, or other consideration that each holder of Shares was entitled to receive in the Transaction.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated:

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • Additional Termination Events The following Additional Termination Events will apply:

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

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