Laserfiche WebLink
D. If Owner uses the Facility or attempts to use the Facility for any purpose other than <br /> as a full-service restaurant and bar that is operated in a manner consistent with <br /> comparable First-class Facilities. <br /> E. If Owner sells, leases, or otherwise transfers or assigns the Facility or any interest <br /> in Owner without the prior consent of Manager. <br /> F. If Owner(i)files a petition seeking relief under the United States Bankruptcy Code, <br /> (ii) makes a general assignment for the benefit of creditors; (iii) consents to the <br /> appointment of or taking possession by a receiver, liquidator, assignee, <br /> sequestrator, trustee or custodian of all or a substantial part of his, her or their <br /> property; (iv) admits insolvency or inability to pay its debts generally as such debts <br /> become due; (v) fails generally to pay debts as such debts become due; or (vi) <br /> takes any action to dissolve or liquidate. <br /> G. Upon Condemnation, damage or destruction of a portion of the Facility to an extent <br /> which interferes with the regular and customary operation of the Facility. <br /> H. If Manager fails to cure or make reasonable progress toward curing any material <br /> breach of this Agreement within ninety (90) days following receipt of written notice <br /> of the breach from Owner. <br /> SECTION 14.3 — TERMINATION FEES: In the event of termination pursuant to Section <br /> 14.2(A)-(G), Owner shall pay to Manager all of the following: <br /> A. All Management Fees are due Manager as of the date of termination. <br /> B. All Incentive Fees that would have been due to Manager as of the end of the Fiscal <br /> Year during which the termination occurred. <br /> C. A "termination fee" in an amount equal to the product of (i) the average monthly <br /> Management Fees for the 12-month period preceding the effective date of <br /> termination, multiplied by (ii) the number nine ("Termination Fee"). Owner and <br /> Manager expressly agree and acknowledge that due to the high level of expertise <br /> required by Manager to perform its obligations pursuant to this Agreement and the <br /> significant investment and the diversion of resources required by Manager to <br /> perform its obligations pursuant to this Agreement, the type and quantity of <br /> damages which Manager would suffer as a result of a premature termination of <br /> this Agreement are uncertain and difficult to ascertain by any known rule. As such, <br /> Owner and Manager expressly agree and acknowledge that the Termination Fee <br /> fairly calculate the damages Manager would incur as a result of a premature <br /> termination of this Agreement and do not constitute a penalty. <br /> D. Such other sums as to which Manager shall be entitled under the terms of this <br /> Agreement, including without limitation Articles Ten, Eighteen and Nineteen of this <br /> Agreement. <br /> 9 <br />