Annual Business Plan Disputes Sample Clauses

Annual Business Plan Disputes. If Manager and Owner are unable to agree upon an Annual Business Plan or any details thereof, the final Annual Business Plan shall be determined by arbitration in accordance with the provisions of Section 19.7 hereof, it being understood that only those details, line items or portions of the Annual Business Plan which are in dispute shall be the subject of such arbitration. Pending the conclusion of any such arbitration proceeding, the Annual Business Plan for all purposes under this Agreement shall be as follows: (a) the undisputed items shall be as set forth in the proposed Annual Business Plan and (b) the disputed items shall be modified by increasing the actual expenses incurred by the Hotel during the prior year in accordance with the Consumer Price Index (for purposes hereof, Consumer Price Index shall mean Consumer Price Index-Cities-All Urban Consumers (1982-84=100), issued by the Bureau of Labor Statistics of the United States Department of Labor). Owner and Manager agree that arbitration or mediation shall be the sole procedure for resolving any dispute regarding the Annual Business Plan.
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Annual Business Plan Disputes. In the event Lessee and Manager are unable to agree upon an Annual Business Plan, or as to any revisions requested by Lessee to the proposed Annual Business Plan, for any Fiscal Year by November 30, Lessee shall prevail and the proposed Annual Business Plan shall be deemed approved as so revised by Lessee and shall thereafter constitute the Annual Business Plan for the Fiscal Year in question for all purposes hereof. No action shall be taken and no expenditures shall be made under any proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Lessee.
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Annual Business Plan Disputes. In the event Lessee and Manager are unable to agree upon an Annual Business Plan, or as to any revisions requested by Lessee to the proposed Annual Business Plan, for any Fiscal Year by the date on which such Annual Business Plan must be submitted to Lender under the Loan Documents, Lessee shall prevail and the proposed Annual Business Plan shall be deemed approved as so revised by Lessee (and as the same may further be revised by Lessee to the extent required by Lender pursuant to the Loan Documents) and shall thereafter constitute the Annual Business Plan for the Fiscal Year in question for all purposes hereof. No action shall be taken and no expenditures shall be made under any proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Lessee.
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Annual Business Plan Disputes. If Owner objects to all or any part of a proposed Annual Business Plan, Owner shall deliver written notice to Manager setting forth the specific objections of Owner to the Annual Business Plan, and Manager and Owner shall in good faith negotiate a mutually satisfactory Annual Business Plan. Except with respect to the initial Annual Business Plan, if Manager and Owner are unable to resolve disputes over an Annual Business Plan prior to commencement of the applicable Fiscal Year, then, until resolved, the amount of the disputed items shall be the actual amount expended for such items during the preceding Fiscal Year, adjusted for a full twelve months of operation as such amount may be adjusted to reflect changes in the CPI. If Manager and Owner are unable to agree on the initial Annual Business Plan, Manager shall manage, operate and maintain the Hotel in accordance with its sound business judgment until agreement is reached.
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Annual Business Plan Disputes. Owner and Manager shall use commercially reasonable efforts to revise and agree upon any disputed line items expeditiously. If the parties are unable to agree upon any disputed line item within fifteen (15) days following the Approval Period, either party may submit an unresolved dispute over a budget line item to an Expert for determination as set forth in Section 8.3. If Manager and Owner are unable to agree upon an Annual Business Plan or any details thereof for the Hotel, until a new Annual Business Plan is agreed to, Manager shall operate such Hotel in accordance with the prior Fiscal Year’s actual results, with the following adjustments: A. The expenses provided therein shall be increased to be equal to the product of (1) the expenses in the prior Fiscal Year’s actual results multiplied by (2) the CPI Quotient. As used herein, “CPI Quotient” shall mean (a) the Average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year divided by (b) the Average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year. As used herein, the “Average Consumer Price Index” for any period shall be the average of the Consumer Price Index for all months during the period.
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Annual Business Plan Disputes. If Manager and Lessee are unable to agree upon an Annual Business Plan or any details thereof, until a new Annual Business Plan is agreed to Manager shall operate the particular Hotel or Hotels in accordance with the prior Fiscal Year's actual results, with the following adjustments: A. The expenses provided therein shall be increased to be equal to the product of (1) the expenses in the prior Fiscal Year's actual results multiplied by (2) the CPI Quotient. As used herein, "CPI Quotient" shall mean (a) the Average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year divided by (b) the Average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year. As used herein, the "Average Consumer Price Index" for any period shall be the average of the Consumer Price Index for all months during the period.
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Annual Business Plan Disputes. 13 Section 9.3. Deviations from Annual Business Plan.......................13 Section 9.4. Loan Documents.............................................14 ARTICLE X MANAGER'S FEES AND REIMBURSEMENTS...................................14 Section 10.1. Management Fee.............................................14 Section 10.2. Technical or Procurement Services..........................14 ARTICLE XI INSURANCE..........................................................14 Section 11.1. Insurance Coverage.........................................14 Section 11.2. Waiver of Subrogation - Opco Assumes Risk of Adequacy......15
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Annual Business Plan Disputes. In the event Opco and Manager fail to agree upon an Annual Business Plan for any Fiscal Year, Manager shall continue to manage, maintain, supervise, direct, and operate the Facilities in accordance with the Annual Business Plan for the previous Fiscal Year until a new Annual Business Plan is approved; provided, however, that (i) any item of such proposed Annual Business Plan which has been agreed to by Opco shall be implemented by Manager and (ii) Manager shall be authorized during any interim period to reasonably exceed the budgeted amounts for the various categories of the Annual Business Plan to the extent required to maintain the same level of service provided during the previous Fiscal Year if the cost of such items has increased above the amounts budgeted therefor for the prior Fiscal Year. Notwithstanding the foregoing, in the event Opco and Manager are unable to agree after a reasonable period of time (no later than July 1 of each Fiscal Year or such earlier date as may be specified by the Loan Documents) as to revisions requested by Opco to the proposed Annual Business Plan, Opco shall prevail and the proposed Annual Business Plan shall be deemed approved as so revised by Opco and shall thereafter constitute the Annual Business Plan for the Fiscal Year in question for all purposes hereof. Except as provided above, no action shall be taken under any proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Opco. No expenditures shall be made in respect to a proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Opco.
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Related to Annual Business Plan Disputes

  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process: i. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. ii. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. iii. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. The County’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County’s final decision or one year following the accrual of the cause of action, whichever is later.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Labour Disputes 15.01 If employees are prevented from performing their duties because of a strike or lock-out on the premises of another employer, the employees shall report the matter to the Employer, and the Employer will make reasonable efforts to ensure that such employees are employed elsewhere, so that they shall receive their regular pay and benefits to which they would normally be entitled.

  • Tax Disputes The parties hereto shall negotiate in good faith to resolve any dispute arising in connection with this Agreement within 30 days of the date on which any such dispute arises. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent do not agree on the selection of the Tax Advisor within such five-day period, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s respective U.S. tax counsel or other advisors of recognized national standing within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the parties of its resolution of the dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Weyerhaeuser and Parent. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

  • Merchant Disputes The Credit Union is not responsible for the refusal of any merchant or financial institution to honor your card. The Credit Union is subject to claims and defenses (other than tort claims) arising out of goods or services you purchase with the card if you have made a good faith attempt but have been unable to obtain satisfaction from the merchant or service provider, and (a) your purchase was made in response to an advertisement the Credit Union sent or participated in sending to you; or (b) your purchase cost more than $50.00 and was made in your state or within 100 miles of your home.

  • Legal Disputes 3.1 Pursuant to New York City Health and Hospitals Corporation Act, Chapter 1016-69, Section 20, all actions against NYC Health + Hospitals shall be brought in the City , in the county in which the cause of action arose, or if it arose outside of the City , in the City , County of New York. The Parties consent to the dismissal or transfer to any claims asserted inconsistent with this section. If Vendor initiates any action in breach of this section, Vendor shall promptly reimburse NYC Health + Hospitals for any attorneys’ fees incurred to remove the action to the contractually agreed upon venue. 3.2 Actions against NYC Health + Hospitals by Vendor arising out of this Agreement must be commenced within six months of the expiration or termination of this Agreement. 3.3 Neither Party shall make a claim for personal liability against any individual, officer, agent or employee of the other, nor of the City, pertaining to anything done or omitted in connection with this Agreement.

  • Patent Disputes Notwithstanding anything in this Agreement to the contrary, any and all issues regarding the scope, construction, validity, and enforceability of any patent in a country within the Territory shall be determined in a court or other tribunal, as the case may be, of competent jurisdiction under the applicable patent laws of such country.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

  • Mediation of Disputes The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Agreement or the breach thereof through mediation with JAMS, Endispute or similar organizations. If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

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