Orange County NC Website
Browse       Search
<br />rights or right of set-off it might have against any of Owner’s property or assets. Cause for <br />termination shall include, but not be limited to, Owner’s (i) repeated failure to timely pay into <br />the Operating Account budgeted Owner contributions; (ii) Owner’s failure to cure the <br />breach of any material provision in this Agreement within twenty (20) days after receipt of <br />written notice to cure from Manager detailing that breach; except that in the event that a <br />cure is not objectively possible within twenty (20) days after that notice, Manager shall not <br />be entitled to terminate for cause where Owner shall commence to cure the noticed breach <br />as fully as possible within that twenty (20) day period and thereafter diligently and <br />continuously pursue that cure to a successful completion within sixty (60) days after that <br />notice. <br /> <br /> 4.3 Effect of Early Termination. <br />(a) Upon termination by the Owner for any reason other than for "Cause" due <br />to Manager's breach of any material provision herein, without cure by Manager following <br />the process set out above, Owner shall pay to Manager a termination fee (the "Early <br />Termination Fee") on the Termination Date that is equal to the greater of: (i) the trailing one <br />(1) months' fees due to Manager hereunder or (ii) the average monthly payment due to <br />Manager during the Term. In the Event that Owner terminates this Agreement, Owner shall <br />have the right to request that Manager vacate the Facility and cease all management <br />activities related to the Facility, in which case Owner shall pay Manager the Early <br />Termination Fee as set forth above. Should Manager fail to vacate the Facility within three <br />(3) days of Owner’s request the Early Termination Fee set out herein shall be forfeited by <br />the Manager and Owner shall be released from any further responsibility related to such <br />Early Termination Fee. <br /> <br />(b) Upon termination or expiration of this Agreement for any reason, (i) <br />Manager shall promptly discontinue the performance of all services hereunder, (ii) the <br />Owner shall promptly pay Manager all fees due Manager up to the date of termination or <br />expiration (subject to proration if the Term ends other than at the end of the Fiscal Year), <br />(iii) Manager shall make available to the Owner all data, electronic files, documents, <br />procedures, reports, estimates, summaries, and other such information and materials with <br />respect to the Facility as may have been accumulated by Manager in performing its <br />obligations hereunder, whether completed or in process, (iv) Manager shall, in a <br />commercially reasonable manner, cooperate and assist Owner in the transition of <br />management to the successor Facility manager, and (v) Manager shall transfer to Owner all <br />funds in all Operating Accounts. <br /> <br />(c) Without any further action on part of Manager or Owner, the Owner shall, or <br />shall cause the successor Facility manager to, assume all obligations arising after the date <br />of such termination or expiration, under any Service Contracts, Revenue Generating <br />Contracts, booking commitments and any other Facility agreements entered into by <br />Manager in furtherance of its duties hereunder. Notwithstanding the foregoing, Manager <br />is under no duty to provide certain proprietary confidential materials or intellectual property <br />to the Owner, including but not limited to national benchmarking formulas, key <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE