Common use of Annual Plans Clause in Contracts

Annual Plans. (a) An annual financial and operating plan for the Group, including an annual budget for each Financial Year (the “Annual Plan”) based on the Five-Year Business Plan shall be submitted by the CEO to the Board for its approval not later than the end of the second week of the last calendar month (“Deadline”) of the immediately preceding Financial Year. (b) If the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the KPIs or MPTs (if any) for such year, such Annual Plan shall not be adopted without the unanimous approval of the Board. However, if such projected failure is due solely to the failure to satisfy any of the KPIs and, as a result, the Annual Plan is not unanimously approved by the Board, DAP shall not have the right to exercise the Deadlock Option under Section 8.10, but instead the matter shall be resolved by the chief executive officer or the chief operating officer of WWI. For the avoidance of doubt, if the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the MPTs for such year (regardless of whether the Annual Plan meets or exceeds the KPIs), such Annual Plan shall not be adopted without the unanimous approval of the Board and the Deadlock Option will apply if such approval is not obtained. (c) If the actual performance of the Group during any Financial Year fails to meet or exceed any of the MPTs for such year (based on numbers available on the Deadline and the projected numbers for the period starting from the Deadline and ending on the last day of the Financial Year), the Annual Plan for the following Financial Year shall not be adopted without the unanimous approval of the Board, and DAP’s right to exercise the Deadlock Option under Section 8.10 shall apply if such approval is not obtained unless the failure to meet or exceed any of the MPTs was contemplated when the applicable Annual Plan was unanimously approved by the Board. Nothing in this Section 12.3(c) shall preclude DAP from exercising its rights under Section 15 with respect to the Milestones to be reached. (d) If the Board has not approved the applicable Annual Plan by the Deadline, the annual budget (as set forth in the last approved Annual Plan) shall continue to apply for the first three (3) months of the subsequent Financial Year. In the event that such Annual Plan is not approved within the first three months of the subsequent Financial Year, DAP’s right to exercise the Deadlock Option under Section 8.10 shall apply, provided that, prior to the final resolution of the deadlock provisions and procedures in accordance with Section 8.10, the Company and each WFOE shall be able to operate its business in accordance with the annual budget of the last approved Annual Plan.

Annual Plans. (a) An annual financial and operating plan for the Group, including an annual budget for each Financial Year (the “Annual Plan”) based on the Five-Year Business Plan shall be submitted by the CEO to the Board for its approval not Not later than sixty (60) days before the end beginning ----- ------------- of the second week of the last calendar month (“Deadline”) of the immediately preceding Financial each Fiscal Year or Fractional Year. (b) If the proposed , Operator shall submit to Master Manager an Annual Plan for the Financial Year is projected to fail to meet or exceed Resort, which shall include a repairs and maintenance budget and details of proposed capital refurbishing programs, and otherwise contain the information referenced in SCHEDULE 1.5. -------------- 3.8.3.1 Master Manager shall notify Operator in writing of any comments ------- Master Manager has regarding the Annual Plan. Such comments shall be received by Operator not later than twenty (20) days after Master Manager's receipt of the KPIs or MPTs Annual Plan. If no such comments are provided by Master Manager to Operator within such twenty (if any20) for such yearday period, such Annual Plan then Master Manager shall not be adopted deemed to have accepted without the unanimous approval of the Board. However, if such projected failure is due solely to the failure to satisfy any of the KPIs and, as a result, comments the Annual Plan is not unanimously approved as submitted by the Board, DAP shall not have the right to exercise the Deadlock Option under Section 8.10, but instead the matter shall be resolved by the chief executive officer or the chief operating officer of WWIOperator. For the avoidance of doubt, if the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the MPTs for such year (regardless of whether If Master Manager provides comments regarding the Annual Plan meets or exceeds within such twenty (20) day period, the KPIs), such comments shall include detailed reasons for any objections to the Annual Plan and Master Manager and Operator shall not be adopted without the unanimous approval attempt to agree in respect of the Board items to which Master Manager objects within twenty-one (21) days after Operator's receipt of the comments, and the Deadlock Option will apply if such approval agreement is not obtained. (c) If the actual performance reached within such time, then either of the Group during any Financial Year fails parties may refer the matter to meet or exceed any arbitration pursuant to the provisions of ARTICLE XV hereof. Pending the arbitration ----------- decision, the undisputed parts of the MPTs for such year (based on numbers available on Annual Plan submitted by the Deadline and the projected numbers for the period starting from the Deadline and ending on the last day of the Financial Year), Operator shall be deemed to be the Annual Plan for the following Financial Fiscal Year insofar as those parts are concerned and the disputed parts shall not be adopted without dealt with as follows: (i) if an Expense item appeared on the unanimous approval Annual Plan for the preceding Fiscal Year, that item shall be increased by ten percent (10%) over the previous year and shall be deemed to be part of the BoardAnnual Plan for the Fiscal Year, and DAP’s right (ii) for all other items, comparable provisions covering the disputed items which appear in other approved annual plans for similar Resorts or resorts managed by Operator or its Affiliates shall be deemed to exercise be part of the Deadlock Option under Section 8.10 shall apply if such approval is not obtained unless Annual Plan for the failure to meet or exceed Fiscal Year. 3.8.3.2 Notwithstanding any of the MPTs was contemplated when foregoing, Master Manager ------- acknowledges that, despite Operator's experience and expertise in relation to the applicable operation of hotels and resorts, the projections contained in each Annual Plan was unanimously approved are subject to and may be affected by changes in financial, economic and other conditions and circumstances. 3.8.3.3 Except for during the first Fractional Year and first Calendar ------- Year if any major category of income or expense for operations during any year shall be materially different from the results envisioned by the Board. Nothing Annual Plan for such year, Operator shall submit revisions to the Annual Plan for the remainder of such year, in this Section 12.3(c) reasonable detail, which revised Annual Plan shall preclude DAP from exercising its rights under Section 15 be subject to comment by Master Manager with respect to matters that will, or are likely to, impact the Milestones revenue to be reached. (d) If Master Manager, in the Board has not approved same manner as the applicable original Annual Plan and shall be subject to arbitration of disputes in the same manner as the original Annual Plan. "Materially different" shall mean as to any major category of income a decrease of more than twenty percent (20%) that is not offset by a corresponding decrease in expenses and as to any major category of expense an increase of more than fifteen percent (15%) that is not offset by a corresponding increase in revenues. Operator shall engage in the function of Cash Flow Management that shall require Operator to maintain a rolling Cash Flow Statement that shows the expected status of the flow of cash over a 90 period. Said Cash Flow Statement shall be prepared using all historic and advance reservation data, together with known and forecast cash expenses and shall be updated on a continual basis as better information becomes available. Operator shall provide such Cash Flow Statement to Master Manager by the Deadline, the annual budget (as set forth in the last approved Annual Plan) shall continue to apply for the first three (3) months end of the subsequent Financial Year. In the event that such Annual Plan is not approved within the first three months eighth (8th) day of the subsequent Financial Year, DAP’s right to exercise the Deadlock Option under Section 8.10 shall apply, provided that, prior to the final resolution of the deadlock provisions and procedures in accordance with Section 8.10, the Company and each WFOE shall be able to operate its business in accordance with the annual budget of the last approved Annual PlanFiscal Month.

Annual Plans. (a) An annual financial The Manager shall submit to the Board the following proposed plans and operating budgets (the "Annual Plan") for the Newspapers within 60 days prior to the end of each calendar year: (i) an estimated profit and loss statement for such ensuing year; (ii) estimates for such ensuing year, covering expenditures for: (w) the purchase of KT Assets, (y) amounts necessary for KT to meet its obligations under the Joint Operating Agreement, and (z) capital improvements; and (iii) the Manager's proposed operating, marketing, and management plan for the Group, including an annual budget for each Financial Year (Newspapers. In preparing the “Annual Plan”) based on , the Five-Year Business Plan Manager shall be submitted by base its estimates upon the CEO to the Board for its approval not later than the end of the second week of the last calendar month (“Deadline”) of the immediately preceding Financial Yearmost recent and reliable information then available. (b) If The Board will either approve or deny the proposed Annual Plan within 20 days following its receipt. Should the Board deny the Annual Plan, the Manager shall cooperate with the Board to formulate an acceptable Annual Plan as quickly as possible. If, notwithstanding the foregoing procedures, on January 1 of any year, no Annual Plan has been approved by the Board for such year, then the Annual Plan adopted for the prior year adjusted (without duplication) to reflect increases or decreases resulting from the following events, shall govern until such time as the Board approves a new Annual Plan: (i) elections made under contracts by the Newspapers in the prior year; (ii) elections in such year or any prior year by other parties under contracts in existence in such prior year; (iii) the operation of escalation or de-escalation provisions in contracts solely as a result of the passage of time or the occurrence of events beyond the control of the Newspapers; (iv) increases in expenses attributable to the annualized effect of employee additions during the prior year contemplated by the Annual Plan for the Financial Year is projected prior year; (v) increased operating and selling, general and administrative expenses in an amount equal to fail the percentage increase for the prior year in the Consumer Price Index multiplied by the total of overhead expenses reflected in the Annual Plan for the prior year; (vi) decreases in revenues due, in whole or in part, to meet reductions in circulation fees or exceed other income; (vii) the anticipated incurrence of costs during such year for any legal, accounting and other professional fees or disbursements in connection with events or changes not contemplated at the time of preparation of the KPIs or MPTs (if any) for such year, such Annual Plan shall not be adopted without for the unanimous prior year. (c) Upon approval of the Board. HoweverAnnual Plan (or, if such projected failure is due solely to the failure to satisfy any of the KPIs and, as a result, the Annual Plan is not unanimously so approved by the Board, DAP shall not have upon the right to exercise the Deadlock Option under Section 8.10, but instead the matter shall be resolved by the chief executive officer or the chief operating officer implementation of WWI. For the avoidance of doubt, if the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the MPTs for such year (regardless of whether the Annual Plan meets or exceeds the KPIsestablished pursuant to Section 3.04(b)), such Annual Plan shall not be adopted without become the unanimous approval of the Board and the Deadlock Option will apply if such approval is not obtained. (c) If the actual performance of the Group during any Financial Year fails to meet or exceed any of the MPTs for such year (based on numbers available on the Deadline and the projected numbers for the period starting from the Deadline and ending on the last day of the Financial Year), the Newspapers' Annual Plan for the following Financial Year next succeeding fiscal year and the Manager shall take such steps as are necessary or appropriate to implement the Annual Plan. The Manager shall have the right and obligation to update and revise the Annual Plan from time to time during the period covered thereby to reflect variables and events not be adopted without foreseeable at the unanimous approval time of preparation of the Board, Annual Plan and DAP’s right to exercise not reasonably within the Deadlock Option under Section 8.10 shall apply if such approval is not obtained unless the failure to meet or exceed any control of the MPTs was contemplated when the applicable Annual Plan was unanimously approved by the BoardManager. Nothing in this Section 12.3(c) All such revisions shall preclude DAP from exercising its rights under Section 15 with respect be submitted prior to implementation to the Milestones to be reachedBoard for approval. (d) If the Board has not approved The Manager shall at all times comply with the applicable Annual Plan by Plan, and shall not deviate therefrom in any substantial respect. Notwithstanding the Deadlineforegoing, (i) the annual budget (as set forth Manager may, if it deems necessary, reallocate the amounts budgeted therein, provided that the amount reallocated to any budgeted item shall not exceed 10% of the amount budgeted for such item in the last approved Annual Plan; and (ii) the Manager shall continue be entitled to apply for make additional expenditures not authorized under the first three (3) months of the subsequent Financial Year. In the event that such then applicable Annual Plan is not approved within in case of emergencies or any unexpected casualties, or in order to comply with any applicable legal or insurance requirements; provided that in no such event shall such expenditures exceed $250,000 in the first three months of the subsequent Financial Year, DAP’s right to exercise the Deadlock Option under Section 8.10 shall apply, provided that, prior to the final resolution of the deadlock provisions and procedures in accordance with Section 8.10, the Company and each WFOE shall be able to operate its business in accordance with the annual budget of the last approved Annual Planaggregate per year.

Annual Plans. (aA) An annual financial The Manager shall cooperate with the Owner’s authorized representative to prepare and operating plan for the Group, including an annual budget for each Financial Year (the “Annual Plan”) based on the Five-Year Business Plan shall be submitted by the CEO submit to the Board for its approval not later than the end of the second week of the last calendar month (“Deadline”) of the immediately preceding Financial Year. (b) If the Managing General Partner all Proposed Plans and any proposed amendments to any Annual Plan for the Financial Year is projected Property, pursuant to fail and in accordance with (and on or before the time deadlines established by) Owner’s instructions to meet or exceed Manager. Each Proposed Plan and Annual Plan must be in the form (and contain the information) set forth in the sample plans attached hereto as Exhibit C. If, prior to the commencement of any fiscal year of the KPIs or MPTs (if any) Owner, the Owner has not approved the amount to be allocated to any budget line item set forth in the budget portion of the Proposed Plan for the Property for such fiscal year, then (i) as to any such Annual Plan shall not be adopted without the unanimous approval of the Board. However, if such projected failure is due solely to the failure to satisfy any of the KPIs and, as a resultdisputed budget line item, the Annual Plan is not unanimously approved by the Board, DAP shall not have the right to exercise the Deadlock Option under Section 8.10, but instead the matter shall be resolved by the chief executive officer or the chief operating officer Budget portion of WWI. For the avoidance of doubt, if the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the MPTs for such year (regardless of whether the Annual Plan meets or exceeds the KPIs), such Annual Plan shall not be adopted without the unanimous approval of the Board and the Deadlock Option will apply if such approval is not obtained. (c) If the actual performance of the Group during any Financial Year fails to meet or exceed any of the MPTs for such year (based on numbers available on the Deadline and the projected numbers for the period starting from the Deadline and ending on the last day of the Financial Year), the Annual Plan for the following Financial Year shall not be adopted without Property for the unanimous approval immediately preceding fiscal year (exclusive of the Board, and DAP’s right to exercise the Deadlock Option under Section 8.10 shall apply if such approval is not obtained unless the failure to meet or exceed any of the MPTs was contemplated when the applicable Annual Plan was unanimously approved by the Board. Nothing in this Section 12.3(cnon-recurring capital expenditures) shall preclude DAP from exercising its rights under Section 15 be controlling but only with respect to such disputed budget line item (in each case adjusted to reflect the Milestones increases in the CPI for September of such fiscal year over the CPI for September of such immediately preceding fiscal year) and only until such time as the Owner approves the amount to be reachedallocated to such budget line item and (ii) as to any budget line item or items that are not in dispute, the budget portion of the Proposed Plan shall control. (dB) If The Manager shall use diligent efforts to operate each Property in a manner to ensure that the Board has actual cost of managing, operating, repairing and maintaining such Property does not exceed such cost approved in the applicable Annual Plan by the DeadlinePlan. Except as otherwise expressly permitted pursuant to Section 3.1(C) below, the annual budget Manager shall not, without the prior written approval of Owner, make any expenditure in connection with the Property that is not a Permitted Expense. (as set forth C) Notwithstanding the provisions of Sections 3.1(A) and 3.1(B), in the last approved Annual Plan) shall continue to apply for case of any emergency which imminently materially adversely threatens the first three (3) months normal operation of the subsequent Financial Year. In Property or subjects the event that such Annual Plan is not approved within Owner or the first three months of the subsequent Financial Year, DAP’s right Manager to exercise the Deadlock Option under Section 8.10 shall apply, provided that, prior to the final resolution of the deadlock provisions and procedures in accordance with Section 8.10civil or criminal liability, the Company and each WFOE Manager shall be able entitled to operate its business make the necessary expenditures in accordance with order to prevent or eliminate such imminent threat or potential liability and shall promptly notify the annual budget Owner of the last approved Annual Plansuch expenditures in writing thereafter.

Annual Plans. (a) An annual financial and operating plan for the Group, including an annual budget for each Financial Year (the “Annual Plan”) based on the Five-Year Business Plan shall be submitted by the CEO to the Board for its approval not later than the end of the second week of the last calendar month (“Deadline”) of the immediately preceding Financial Year. (b) If the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the KPIs or MPTs (if any) for such year, such Annual Plan shall not be adopted without the unanimous approval of the Board. However, if such projected failure is due solely to the failure to satisfy any of the KPIs and, as a result, the Annual Plan is not unanimously approved by the Board, DAP USEV shall not have the right to exercise the Deadlock Option under Section 8.10, but instead the matter shall be resolved by the chief executive officer or the chief operating officer of WWILINGSTAR. For the avoidance of doubt, if the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the MPTs for such year (regardless of whether the Annual Plan meets or exceeds the KPIs), such Annual Plan shall not be adopted without the unanimous approval of the Board and the Deadlock Option will apply if such approval is not obtained. (c) If the actual performance of the Group during any Financial Year fails to meet or exceed any of the MPTs for such year (based on numbers available on the Deadline and the projected numbers for the period starting from the Deadline and ending on the last day of the Financial Year), the Annual Plan for the following Financial Year shall not be adopted without the unanimous approval of the Board, and DAPUSEV’s right to exercise the Deadlock Option under Section 8.10 shall apply if such approval is not obtained unless the failure to meet or exceed any of the MPTs was contemplated when the applicable Annual Plan was unanimously approved by the Board. Nothing in this Section 12.3(c) shall preclude DAP USEV from exercising its rights under Section 15 with respect to the Milestones to be reached. (d) If the Board has not approved the applicable Annual Plan by the Deadline, the annual budget (as set forth in the last approved Annual Plan) shall continue to apply for the first three (3) months of the subsequent Financial Year. In the event that such Annual Plan is not approved within the first three months of the subsequent Financial Year, DAPUSEV’s right to exercise the Deadlock Option under Section 8.10 shall apply, provided that, prior to the final resolution of the deadlock provisions and procedures in accordance with Section 8.10, the Company and each WFOE shall be able to operate its business in accordance with the annual budget of the last approved Annual Plan.

Annual Plans. (a) An annual financial and operating plan for the Group, including an annual budget for each Financial Year (the “Annual Plan”) based on the Five-Year Business Plan shall be submitted by the CEO to the Board for its approval not Not later than thirty (30) days before the end beginning of the second week of the last calendar month (“Deadline”) of the immediately preceding Financial each Fiscal Year or Fractional Year. (b) If the proposed , Operator shall submit to Owner an Annual Plan for the Financial Year is projected Hotel, which shall include a repairs and maintenance budget and details of proposed capital refurbishing programs, and otherwise contain the information referenced in SCHEDULE 3.7(b). (i) Owner shall notify Operator in writing of any comments Owner has regarding the Annual Plan, but its comments shall be limited to fail to meet matters that will, or exceed any are likely to, impact the Owner Return. Such comments shall be received by Operator not later than twenty (20) days after Owner's receipt of the KPIs or MPTs Annual Plan. If no such comments are provided by Owner to Operator within such twenty (if any20) for such yearday period, such Annual Plan then Owner shall not be adopted deemed to have accepted without the unanimous approval of the Board. However, if such projected failure is due solely to the failure to satisfy any of the KPIs and, as a result, comments the Annual Plan is not unanimously approved as submitted by the Board, DAP shall not have the right to exercise the Deadlock Option under Section 8.10, but instead the matter shall be resolved by the chief executive officer or the chief operating officer of WWIOperator. For the avoidance of doubt, if the proposed Annual Plan for the Financial Year is projected to fail to meet or exceed any of the MPTs for such year (regardless of whether If Owner provides comments regarding the Annual Plan meets or exceeds within such twenty (20) day period, the KPIs), such comments shall include detailed reasons for any objections to the Annual Plan and Owner and Operator shall not be adopted without the unanimous approval attempt to agree in respect of the Board items to which Owner objects within twenty-one (21) days after Operator's receipt of the comments, and the Deadlock Option will apply if such approval agreement is not obtained. (c) If the actual performance reached before such time, then either of the Group during any Financial Year fails parties may refer the matter to meet or exceed any arbitration pursuant to the provisions of ARTICLE XV hereof. Pending the arbitration decision, the undisputed parts of the MPTs for such year (based on numbers available on Annual Plan submitted by the Deadline and the projected numbers for the period starting from the Deadline and ending on the last day of the Financial Year), Operator shall be deemed to be the Annual Plan for the following Financial Fiscal Year insofar as those parts are concerned and the disputed parts shall not be adopted without dealt with as follows: (i) if an Expense item appeared on the unanimous approval Annual Plan for the preceding Fiscal Year, that item shall be increased by ten percent (10%) over the previous year and shall be deemed to be part of the BoardAnnual Plan for the Fiscal Year, and DAP’s right (ii) for all other items, comparable provisions covering the disputed items which appear in other approved annual plans for similar hotels or resorts managed by Operator or its Affiliates shall be deemed to exercise be part of the Deadlock Option under Section 8.10 shall apply if such approval is not obtained unless Annual Plan for the failure to meet or exceed Fiscal Year. (ii) Notwithstanding any of the MPTs was contemplated when foregoing, Owner acknowledges that, despite Operator's experience and expertise in relation to the applicable operation of hotels and resorts, the projections contained in each Annual Plan was unanimously approved are subject to and may be affected by changes in financial, economic and other conditions and circumstances. (iii) If any major category of income or expense for operations during any year shall be materially different from the results envisioned by the Board. Nothing Annual Plan for such year, Operator shall submit revisions to the Annual Plan for the remainder of such year, in this Section 12.3(c) reasonable detail, which revised Annual Plan shall preclude DAP from exercising its rights under Section 15 be subject to comment by Owner with respect to matters that will, or are likely to, impact the Milestones return to be reached. (d) If Owner, in the Board has not approved same manner as the applicable original Annual Plan by the Deadline, the annual budget (as set forth and shall be subject to arbitration of disputes in the last approved same manner as the original Annual Plan. "Materially different" shall mean as to any major category of income a decrease of more than fifteen percent (15%) shall continue to apply for the first three (3) months of the subsequent Financial Year. In the event that such Annual Plan is not approved within the first three months offset by a corresponding decrease in expenses and as to any major category of the subsequent Financial Year, DAP’s right to exercise the Deadlock Option under Section 8.10 shall apply, provided that, prior to the final resolution expense an increase of the deadlock provisions and procedures more than fifteen (15%) that is not offset by a corresponding increase in accordance with Section 8.10, the Company and each WFOE shall be able to operate its business in accordance with the annual budget of the last approved Annual Planrevenues.