Adjustments for Loss of Management Contracts Sample Clauses

Adjustments for Loss of Management Contracts. In the event -------------------------------------------- that any management contract listed on Schedule 1.04(c) hereto (the "Management Contracts"), has been terminated, or, to the knowledge of CHCI, is at the Closing Date subject to an expectation of premature termination or an intention to terminate prematurely, or cannot, for any reason, including the failure of CHCI to obtain a third party consent, be transferred to OpCo in connection with the Merger (collectively, the "Terminated Contracts"), then the Initial Number of OpCo Shares shall be then recalculated pursuant to Section 1.03(a) as of the Effective Time based on a reduction in the Aggregate Consideration as provided in this Section 1.04(c). The Aggregate Consideration shall be reduced by the product of (i) 9.0 and (ii) 70% of the management fee revenue received during the twelve full months preceding the date of termination with respect to any such Terminated Contract, except that with respect to any Management Contract for which management fee revenues thereunder were reduced in connection with the obtaining of the consent relating to the Merger, the Aggregate Consideration shall be reduced by the product of (i) 9.0 and (ii) 70% of the annualized amount of such reduction in management fee revenues. In the event of any reductions in the Aggregate Consideration under this Section 1.04(c) as a result of Terminated Contracts, CHCI may substitute management contracts for the Park Central Hotel, New York and the Pittsburgh Sheraton Station Square Hotel for such Terminated Contracts to replace up to the amount of any such reductions, with any changes to be reflected on a revised Schedule 1.04(c). In no event shall the Aggregate ---------------- Consideration be reduced by more than $8.0 million pursuant to this Section 1.04(c). This Section 1.04(c) shall apply only to Management Contracts with parties other than OpCo or its affiliates and shall not apply to any termination of (i) a Management Contract resulting principally from willful or intentional misconduct of OpCo or its agents, (ii) a Management Contract following a sale by REIT or any of its subsidiaries of the hotel related to such Management Contract or (iii) a Management Contract for which no consent was required for its transfer to OpCo hereunder, where such termination is for cause as provided in such Management Contract and such cause is attributable to acts of OpCo.
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Related to Adjustments for Loss of Management Contracts

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Accounts for Minors We may require any account established by a minor to be a joint account with an owner who has reached the age of majority under state law and who shall be jointly and severally liable to us for any returned item, overdraft, or unpaid charges or amounts on such account. We may pay funds directly to the minor without regard to his or her minority. Unless a guardian or parent is an account owner, the guardian or parent shall not have any account access rights. We have no duty to inquire about the use or purpose of any transaction. We will not change the account status when the minor reaches the age of majority, unless authorized in writing by all account owners.

  • Agreements for Disposition The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

  • Arrangements for Sales Arrangements for sales of Contract Securities will be made only through the Manager acting either directly or through Dealers (including Underwriters acting as Dealers), and you authorize the Manager to act on your behalf in making such arrangements. The aggregate number or amount of Securities to be purchased by the several Underwriters will be reduced by the respective number or amounts of Contract Securities attributed to such Underwriters as hereinafter provided. Subject to the provisions of Section 4.2 hereof, the aggregate number or amount of Contract Securities will be attributed to the Underwriters as nearly as practicable in proportion to their respective Underwriting Percentages, except that, as determined by the Manager in its discretion: (a) Contract Securities directed and allocated by a purchaser to specific Underwriters will be attributed to such Underwriters, and (b) Contract Securities for which arrangements have been made for sale through Dealers will be attributed to each Underwriter approximately in the proportion that Securities of such Underwriter held by the Manager for sales to Dealers bear to all Securities so held. The fee with respect to Contract Securities payable to the Manager for the accounts of the Underwriters pursuant to the Underwriting Agreement will be credited to the accounts of the respective Underwriters in proportion to the Contract Securities attributed to such Underwriters pursuant to the provisions of this Section 4.1, less, in the case of each Underwriter, the concession to Dealers on Contract Securities sold through Dealers and attributed to such Underwriter.

  • Adjustments for Combinations, Etc If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • CONTINGENT ASSIGNMENT OF SUBCONTRACTS ‌ In the event of any suspension or termination of the Construction Contract, Contractor is hereby deemed to have offered to assign to City all its interest in contracts with Subcontractors now or hereafter entered into by Contractor for performance of any part of the Work. The assignment will be effective upon acceptance by City in writing and only as to those contracts which City designates in writing. City may accept, at its sole election, said assignment at any time during the course of the Work and prior to Final Completion in the event of a suspension or termination of Contractor's rights under the Contract Documents. Such assignment is part of the consideration to City for entering into the Contract with Contractor and may not be withdrawn prior to Final Completion.

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • FUNCTIONS OF MANAGEMENT 4.01 The Union agrees that the Employer has the exclusive right and power to manage its business to direct the working forces and to suspend, discharge or discipline employees for just and sufficient cause, to hire, promote, demote, transfer or lay-off employees, to establish and maintain reasonable rules and regulations covering the operation of the stores, provided however, that any exercise of these rights and powers in conflict with any of the provisions of this Agreement shall be subject to the provisions of the Grievance Procedure as set out herein. 4.02 It is agreed that the direction of the working force shall be at the discretion of the Employer within the terms of this Agreement.

  • Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.

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