Approval of Annual Budget. Subject to Section 3.24(a), the Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer or the Special Servicer, as applicable, shall respond to any request by the Borrower Related Parties under Section 4.9.5 of the Mortgage Loan Agreement for written approval of the Annual Budget.
Approval of Annual Budget. Tenant shall review the proposed operating plan and budget and shall provide Manager with its written approval of or any objections to such proposed operating plan and budget in writing, in reasonable detail, within forty-five (45) days after receipt of the proposed operating plan and budget from Manager; provided that any line items in the proposed operating plan and budget shall not be adopted and implemented by Manager until Tenant shall have approved or be deemed to have approved such operating plan and budget and/or any items therein in dispute shall have been determined pursuant to Section 5.1.3. Tenant shall be deemed to have approved that portion of any proposed operating plan and budget to which Tenant has not approved in writing or objected to in writing within such forty-five (45) day period. If Tenant objects to any portion of the proposed operating plan and budget to which it is entitled to object within such forty-five (45) day period, Tenant and Manager shall meet within twenty (20) days after Manager’s receipt of Tenant’s objections and discuss such objections, and then Manager shall submit written revisions to the proposed operating plan and budget after such discussion. Tenant and Manager shall use good faith efforts to reach an agreement on the operating plan and budget prior to January 1 of each Operating Year. The proposed operating plan and budget, as modified to reflect the revisions, if any, agreed to by Tenant and Manager pursuant to Section 5.1.3, shall become the “Annual Budget” for the next Operating Year. Tenant shall act reasonably and exercise prudent business judgment in approving of, or objecting to, all or any portion of any proposed operating plan and budget.
Approval of Annual Budget. Subject to Section 5.11(vi) hereof, the Board alone shall have the power to approve the annual budget of the LLC. If the annual budget of the LLC is not approved in its entirety by the Board under this Section, the Board shall approve the budget to the extent of those items on which there is agreement and shall continue to negotiate in good faith until all items of the budget are agreed upon.
Approval of Annual Budget. Lessor and Lessee shall endeavor in good faith to approve the Annual Budget within the time periods specified in the Management Agreement. Within the time periods specified in the Management Agreement, Lessor shall give Lessee written notice either (a) that Lessor approves the Annual Budget (which approval may not be unreasonably withheld, conditioned or delayed) or (b) indicating with reasonable specificity the respects in which Lessor objects to the Annual Budget. In the latter event, Lessor and Lessee shall act promptly, reasonably and in good faith to seek to resolve Lessor’s objections. In the event that Lessor and Lessee fail to reach agreement with respect to the Annual Budget within thirty (30) days after receipt of Lessor’s written notice, any contested matter within the Annual Budget then remaining shall be submitted to arbitration in accordance with the procedure therefor set forth in Article XXXIX of this Lease.
Approval of Annual Budget. (a) The proposed Annual Budget presented to the Board pursuant to Section 8.1, shall be discussed by the Board, which shall have the opportunity to propose changes. In such a case, the CEO shall submit a revised Annual Budget taking into account the proposals and discussions of the Board.
(b) The Board, shall take a final vote on the proposed Annual Budget (as it may have been revised by the CEO) no later than December 1st of each year (the “Budget Vote”).
(c) In the event that the proposed Annual Budget (in the form presented at the time of the Budget Vote) provides for EBIT at least equal to the target EBIT set forth in the Business Plan for the relevant financial year, no MK Director and no CEDC Director shall have the right to vote against the approval of such proposed Annual Budget in the Budget Vote (except to the extent that such director determines in good faith, after consulting with outside counsel, that not voting against the approval would conflict with such director’s fiduciary obligations imposed by applicable Requirements of Law) and, for the avoidance of doubt, the approval of such an Annual Budget shall not constitute a Key Decision.
(d) In the event that the proposed Annual Budget for a given financial year (in the form presented at the time of the Budget Vote) does not provide for EBIT at least equal to the target EBIT set forth in the Business Plan for the relevant financial year, the approval of such Annual Budget shall constitute a Key Decision requiring unanimous approval of all Directors pursuant to Section 3.5(c); for the avoidance of doubt, in such case, each Director shall have the right to vote against such proposed Annual Budget in the Budget Vote.
(e) In the event that the Board has not accepted and approved the Annual Budget for any financial year on or before December 1st of the preceding financial year, (i) such failure to approve and accept the Annual Budget shall constitute a Governance Deadlock subject to the provisions of Section 3.8, and (ii) pending resolution of such Governance Deadlock, the Annual Budget to be applied for such financial year shall be the Annual Budget for the previous financial year, adjusted for inflation in accordance with the CPI.
Approval of Annual Budget. Not later than November 30 of each fiscal year, the Company shall deliver to the iStar Representative and the BREDS Representative a copy of the proposed budget for the Company and its Component Entities for the next succeeding fiscal year, including estimated operating costs, capital expenditures, material Indebtedness proposed to be incurred, estimated Required Reserves, material asset dispositions and acquisitions and other material transactions. The Company will promptly respond to any questions from the holders of Series D Preferred Stock with regard to the proposed budget. The iStar Representative and the BREDS Representative will have 15 Business Days from the date of their receipt of the draft budget to approve such draft budget, in their reasonable discretion, by the written consent of both the iStar Representative and the BREDS Representative. Failure to deliver such written consent within the period specified above shall be deemed a rejection of such draft budget. If the budget is approved, it will be the “Approved Budget” for the next succeeding fiscal year. If the budget is rejected, the Company, the iStar Representative and the BREDS Representative will work in good faith to resolve the objections, but until such objections are resolved, the Company shall continue to operate in accordance with the Approved Budget then in effect for the prior fiscal year and such budget shall remain the “Approved Budget” for all purposes hereunder; provided, however, that the Company shall be authorized to continue to operate in the ordinary course and meet its contractual obligations as they come due, subject to the provisions of Section 2(a) hereof and Section 8(c) of the Articles Supplementary.
Approval of Annual Budget. 19 5.13 Officers.........................................................
Approval of Annual Budget. Within thirty (30) days following submission of the Annual Budget to Lessor, Lessor shall give Lessee written notice either (a) that Lessor approves the Annual Budget or (b) indicating with reasonable specificity the respects in which Lessor objects to the Annual Budget. In the latter event, Lessor and Lessee shall act promptly, reasonably and in good faith to seek to resolve Lessor's objections. In the event that Lessor and Lessee fail to reach agreement with respect to the Annual Budget within thirty (30) days after receipt of Lessor's written notice, Lessee and Lessor shall refer any disputed Annual Budget matter to arbitration using procedures set forth in Article XL hereto and each party shall endeavor to cause such arbitration to be completed as quickly as possible, but in any event not later than six (6) months following referral to arbitration.
Approval of Annual Budget. 21 3.8. Capital Improvements................................................21 3.9.
Approval of Annual Budget. Lessor and Lessee shall endeavor in good faith to approve the Annual Budget within the time periods specified in the Management Agreement. Within the time periods specified in the Management Agreement, Lessor shall give Lessee written notice either (a) that Lessor approves the Annual Budget (which approval may not be unreasonably withheld, conditioned or delayed) or (b) indicating with reasonable specificity the respects in which Lessor objects to the Annual Budget. In the latter event, Lessor and Lessee shall each use commercially reasonable efforts to resolve such dispute in good faith, as soon as practicable and in a manner that is satisfactory to both parties.
