Assigned Operating Agreements Sample Clauses

Assigned Operating Agreements. (a) All income and expenses with respect to the assigned Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to Buyer). There shall be added to the amount due to Sellers at Closing, on the Closing Statement, the amount of any amounts paid by Sellers under any Operating Agreements attributable to periods including and after the Closing Date, and there shall be deducted from the amount due Sellers at Closing, on the Closing Statement, any such amounts paid to and collected by Sellers under any Operating Agreements attributable to periods including and after the Closing Date. (b) Sellers shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period prior to the Closing Date, including, without limitation, any accrued incentive fees under the Assumed Management Agreements. Buyer shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period from and after the Closing Date, including, without limitation, any incentive fees that accrue to the period from and after the Closing Date under the Assumed Management Agreements.
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Assigned Operating Agreements. All Operating Agreements to the extent the same and the deposits held thereunder are transferable or the Parties obtain any consent necessary to effectuate such a transfer (each, an “Assigned Operating Agreement” and, collectively, the “Assigned Operating Agreements”);
Assigned Operating Agreements. All income and expenses with respect to the assigned Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to the Partnership). There shall be added to the amount due to the Wolf Partner(s) at Closing, on the Closing Statement, the amount of any amounts paid by Wolf or the Wolf Partner(s) under any Operating Agreements attributable to periods including and after the Closing Date, and there shall be deducted from the amount due Wolf or the Wolf Partner(s) at Closing, on the Closing Statement, any such amounts paid to and collected by Wolf or the Wolf Partner(s) under any Operating Agreements attributable to periods including and after the Closing Date.
Assigned Operating Agreements. All income and expenses with respect to the assigned and assumed Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to Buyer). There shall be added to the amount due to Seller at Closing, on the Closing Statement, the amount of any rents paid for periods following the Closing Date, security deposits, or other deposits previously paid by Seller under any assigned Operating Agreements, and there shall be deducted from the amount due Seller at Closing, on the Closing Statement, any such amounts paid to and collected by Seller under any Operating Agreements.
Assigned Operating Agreements. All Operating Agreements other than the National/Regional Operating Agreements, to the extent the same and the deposits held thereunder are transferable or the Parties obtain any consent necessary to effectuate such a transfer (the “Assigned Operating Agreements”). Notwithstanding the foregoing, Purchaser acknowledges that (i) certain Operating Agreements are in the name of Western Host, Inc., an Illinois corporation that is an Affiliate of Seller, (ii) such Operating Agreements will continue to be utilized in the Business at the Hotel after Closing, and Purchaser or its Affiliate shall be responsible for all costs and expenses related thereto, pursuant and subject to the terms of the New Management Agreement, and (iii) such Operating Agreements shall be deemed assumed by Purchaser at the time that the Liquor Licenses and Liquor-Related Licenses held by Western Host, Inc. are transferred to Purchaser or its Affiliate or new Liquor Licenses and Liquor Related Licenses are issued to Purchaser or its Affiliate;
Assigned Operating Agreements. (a) All income and expenses with respect to the assigned Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to Buyer). There shall be added to the amount due to Buyer at Closing, on the Closing Statement, the amount of any prepaid rents applicable to periods following Closing, security deposits, or other deposits previously paid to Sellers (or for which Buyer will otherwise be liable) under any assigned Operating Agreements, and there shall be deducted from the amount due Sellers at Closing, on the Closing Statement, any such amounts paid to and collected by Sellers (or for which Buyer will otherwise be liable) under any Operating Agreements attributable to periods including and after the Closing Date. (b) Sellers shall be responsible for all management fees and other amounts payable or reimbursable under the Management Agreements that accrue prior to or subsequent to Closing, including without limitation any accrued incentive fees and any Management Termination Fees.
Assigned Operating Agreements. Other than the Operating Agreements listed on Schedule 2.1.10 (the “Excluded Operating Agreements”) and the deposits held thereunder, all Operating Agreements and the deposits (to the extent such deposits are transferable or subject to providing a credit therefor pursuant to Article XI) held thereunder (the “Assigned Operating Agreements”);
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Assigned Operating Agreements. All Operating Agreements to the extent they and the deposits held thereunder are transferable or the Parties obtain any consent necessary to effectuate such a transfer, which Buyer is obligated under Section 4.3 to assume at Closing (each, an “Assigned Operating Agreement” and, collectively, the “Assigned Operating Agreements”). The Operating Agreements currently in effect are more particularly described on Schedule 2.1.5 attached to this Agreement;

Related to Assigned Operating Agreements

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Operating Agreements The Partnership has performed all of its obligations under each of the Operating Agreements and no fact or circumstance has occurred which, by itself or with the passage of time or the giving of notice or both, would constitute a material default under any of the Operating Agreements. The Partnership shall not enter into any new management agreement, maintenance or repair contract, supply contract, lease in which it is lessee or other agreements with respect to the Property, nor shall the Partnership enter into any agreements modifying the Operating Agreements, unless (a) any such agreement or modification will not bind the Acquiror or the Property after the date of Closing or (b) the Contributors have obtained the Acquiror's prior written consent to such agreement or modification, which consent shall not be unreasonably withheld or delayed.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Landlord and Storage Agreements Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Management Contracts The Recipient agrees that from the date hereof until the date on which none of the Infrastructure Bonds, of which the proceeds were used to pay or reimburse the costs of the Project, remain outstanding (the "Agreement Term"): a. The Recipient will not contract with any Private Person to manage the Project or any portion thereof unless all of the following conditions are met: (A) at least 50% of the compensation of the Private Person is based on a periodic, fixed fee that contains no incentive adjustments, and no amount of compensation is based on a share of net profits; (B) the compensation is reasonable in relation to the services performed; (C) the term of the contract does not exceed five (5) years (including any renewal option periods provided for in the contract); (D) if the term of the contract exceeds three (3) years, the Recipient is able to cancel the contract without penalty or cause at the end of each three-year period of the contract; (E) any automatic increases in the periodic, fixed fee may not exceed the percentage increases determined by an external standard set forth in the contract for computing increases; and (F) any new contract with a Private Person which is subject to this subparagraph F.2. will be subject to the requirements of (A) through (F) of this subparagraph F.2.a.; and b. If the Recipient is subject to subparagraph F.2.a. above and it enters into contracts with Private Persons described in subparagraph F.2.a., and the Governing Body of the recipient numbers five (5) or more members, no more than one (1) member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. If the Governing Body of the Recipient numbers less than five (5), no member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. Similarly, if the Governing Body of the Private Person numbers five (5) or more members, no more than one (1) of those members may be an employee or member of the Governing Body of the Recipient. However, in no event may a member or employee of both the Recipient and Private Person be the Chief Executive Officer or its equivalent of the Recipient or the Private Person. Members of the Governing Body of the Recipient may not own a controlling interest in the Private Person.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

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