A hereof Sample Clauses

A hereof. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the Company) shall control.

A hereof. The Members hereby agree that, upon the admission of Inland as a Member of the Company, Cordish's Capital Account shall be increased to equal the amount set forth next to its name on SCHEDULE A, which reflects the agreed-upon Gross Asset Value of the Existing Property as of the date hereof, reduced by (i) the amount of the Existing Debt as of the date hereof, (ii) the amount required to be contributed to the Owner Entity and then distributed to the Withdrawing Member under Section 4.1.A hereof, (iii) the aggregate amount deposited in escrow pursuant to Section 1 of the Liquidity Escrow Agreement, and (iv) amounts not yet contributed to the Company by Inland as of the date hereof pursuant to Section 1.4.1 of the Contribution Agreement. Cordish's Capital Account (and Adjusted Capital Balance) shall be increased from time to time, without duplication, as and when funds are (a) released and deposited into the Operations Reserve pursuant to Section 2 of the Liquidity Escrow Agreement, and (b) deposited into the Operations Reserve pursuant to the terms of Article I (specifically including Section 1.4.3) of the Contribution Agreement and Section 3.3.A of this Agreement.

A hereof. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests shall be that Consent required to obtain approval by the Partnership on all Partnership votes.

A hereof. The Managing General Partner may Transfer any portion (but not all) of its interest in the Partnership (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Partners and such transferee shall become an Additional General Partner of the Partnership, with such rights, duties and obligations and transfer restrictions hereunder as may be delegated or provided to such Additional General Partner by the Managing General Partner in connection with such Transfer, all without the Consent of the Partners.

A hereof. Nothing herein shall prevent the granting of selective increases by the Board upon recommendation of the President. Fiscal Year employee; Percentage increases A fiscal year employee whose first day of work is on or after September 1 but no later than the last day of February of the initial year of employment shall be eligible for 100% of increases under this article on September 1 of the next employment year. A fiscal year employee whose first day of work is on or after March 1 of the first employment year shall be eligible for increases under this article as follows:

A hereof. For purposes of obtaining a written consent, the Managing Member may require a response within a reasonable specified time, but not less than 15 days, and failure to respond in such time period shall constitute a consent that is consistent with the Managing Member's recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite consents are received even if prior to such specified time.

A hereof. Manager shall from time to time make such (1) replacements and renewals to the FF&E of the Inns, and (2) repairs to each Inn Building of the nature described in Section 7.02.A.2, as it deems necessary, up to the balance in the Repairs and Equipment Reserve. No expenditures will be made in excess of said balance without the approval of Lessee. Withdrawals from the Reserve shall be made only by representatives of Manager whose signatures have been authorized. Additionally, with respect to renovation projects in excess of $500,000 at an Inn, Lessee shall have the right to designate a contractor that Manager must allow to bid on such project and whose bid Manager must consider in good faith in selecting the contractor. At the end of each Fiscal Year, any amounts remaining in the Repairs and Equipment Reserve shall be carried forward to the next Fiscal Year. Proceeds from the sale of FF&E no longer necessary to the operation of each Inn shall be added to the Reserve. The Reserve will be kept in an interest-bearing account, and any interest which accrues thereon shall be retained in the Reserve. Neither (i) proceeds from the disposition of FF&E, nor (ii) interest which accrues on amounts held in the Reserve, shall (a) result in any reduction in the required contributions to the Reserve set forth in subsection B above, nor (b) be included in Gross Revenues. Manager, in its reasonable discretion, and subject to the exceptions stated below, shall decide whether to purchase or lease any Replacement FF&E or motor vehicles used in transporting Inn guests. If Manager enters into any lease of Replacement FF&E or motor vehicles used in transporting Inn guests, it shall do so on Lessee's behalf and as Lessee's agent; or, upon Manager's recommendation and request, Lessee shall directly enter into such leases. Notwithstanding the foregoing, Manager shall not and shall not require Lessee to enter into any lease other than (i) Telephone Leases, (ii) Computer Leases, (iii) TV System Leases, (iv) FF&E Leases, and (v) leases of vehicles used in transporting Inn guests. With respect to FF&E Leases only, Manager shall be required to obtain Lessee's prior written approval before entering into or requesting that Lessee enter into any FF&E Lease, if (a) the fair market value of the FF&E with respect to all FF&E Leases relating to each Inn (including those being entered into) would exceed at any time Two Hundred Thousand Dollars ($200,000) (as increased each Fiscal Year after Fiscal Y...

A hereof. Each Non-Managing Member covenants and agrees that all Membership Common Units delivered for redemption shall be delivered to the Company or BrightSpire Capital, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither BrightSpire Capital nor the Company shall be under any obligation to acquire Membership Common Units that are or may be subject to any liens. Each Non-Managing Member further agrees that, if any stamp, recording, documentary or similar tax is payable with respect to the Membership Common Units as a result of the transfer thereof to the Company or the BrightSpire Capital, such Tendering Party shall assume and pay such tax.

A hereof. Borrower agrees that the Prepayment Premium represents the reasonable estimate of Lender and Borrower of a fair average compensation for the loss that may be sustained by Lender due to any Prepayment; and Borrower agrees that Lender's agreement to enter into this transaction on the terms set forth in this Agreement and in the other Loan Documents constitutes adequate and valuable consideration, given individual weight by Borrower for this Agreement. Such Prepayment Premium shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid as set forth in this Agreement or the other Loan Documents. Lender shall not be obligated to actually reinvest any Prepayment Amount in any U.S. Government Treasury obligations as a condition to receiving the Prepayment Premium.

A hereof. Manager shall from time to time make such (1) replacements and renewals to the FF&E of the Inns, and (2) repairs to each Inn building of the nature described in Section 7.02 A 2, as it deems necessary, up to the balance in the Repairs and Equipment Reserve. No expenditures will be made in excess of said balance without the prior approval of Lessee. Additionally, with respect to renovation projects in excess of $500,000 at an Inn, Lessee shall have the right to designate a contractor that Manager must allow to bid on such project and whose bid Manager must consider in good faith in selecting the contractor. At the end of each Fiscal Year, any amounts remaining in the Repairs and Equipment Reserve shall be carried forward to the next Fiscal Year. Proceeds from the sale of FF&E no longer necessary to the operation of each Inn shall be added to the Reserve. The Reserve will be kept in an interest-bearing account, and any interest which accrues thereon shall be retained in the Reserve. Neither (i) proceeds from the disposition of FF&E, nor (ii) interest which accrues on amounts held in the Reserve, shall (a) result in any reduction in the required contributions to the Reserve set forth in subsection B above, nor (b) be included in Gross Revenues.