Compliance with Annual Budget Sample Clauses

Compliance with Annual Budget. Neither the Parent Guarantor nor any of its Subsidiaries or Affiliates may incur any material expenses or make any investments, other than expenses or investments that are in compliance with the then current Annual Budget in all material respects.
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Compliance with Annual Budget. Manager shall use best efforts to Operate the Hotel in accordance with the Annual Budget for the applicable Operating Year. In no event shall Manager (i) incur costs or expenses or make expenditures that would cause the expenditures during any quarter for any line item in an Annual Budget to exceed the amount budgeted for such line item in such Annual Budget for such quarter by more than 10% or, in the case of (x) costs or expenses relating to marketing, advertising or promotion of the Hotel or (y) Shared Expenses, by more than 5%, in each case without Owner’s prior approval, or (ii) exceed the Capital Budget for any Building Capital Improvements or ROI Capital Improvements by any amount without Owner’s prior approval. Notwithstanding the foregoing, Manager shall have the right, without Owner’s prior approval and without reference to the amounts provided for with respect thereto in the applicable Annual Budget, (A) to pay expenses that are not within the ability of Manager to control, including property taxes, the rates applied to (rather than the level of consumption of) utility services, insurance premiums, and license and permit fees, and (B) to make expenditures required on an emergency basis to avoid or mitigate potential injury to persons at the Hotel or damage to the Hotel or other property located at or used in the Operation of the Hotel, provided, that Manager shall endeavor to consult with Owner prior to making any such expenditures and, where such consultation is impracticable under the circumstances, shall notify Owner of the expenditures as promptly thereafter as reasonably possible.
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Compliance with Annual Budget. Manager shall use commercially reasonable efforts to operate the Hotel in accordance with the Annual Budget. The Parties acknowledge that the Annual Budget is an estimate only and that unforeseen circumstances during the course of the applicable Contract Year, including, without limitation, Force Majeure Events, the costs of labor, material, services and supplies, operation of law or economic and market conditions, may make adherence to the Annual Budget impracticable. Manager shall be entitled to revise any Annual Budget, subject to Owner’s prior approval in accordance with Section 5.2, in the event of significant changes in facilities availability, operating conditions, sales outlook or economic conditions for the remainder of the Contract Year. Without limiting Owner’s approval rights set forth in this Agreement, the Parties acknowledge that any failure or inability of the Hotel to meet the income or expense projections of the Annual Budget shall not constitute a default by Manager under this Agreement or impose any liability on Manager. Except as otherwise provided herein, Manager may not deviate from, or incur any expenditure inconsistent with, the Annual Budget (or enter into any agreement requiring such deviation or expenditure) without the prior written approval of Owner, which approval may be withheld, conditioned or delayed in Owner’s sole discretion; provided, however, that Owner’s approval shall not be required if: (i) such expenditure would not (a) cause any departmental total in the Annual Budget to which such expenditure relates to exceed one hundred ten percent (110%) of the budgeted amount of such department total in the Annual Budget (taking into account the amounts expended to date and reasonably anticipated expenses for the remainder of the Contract Year), or (b) cause the aggregate amount of departmental totals (excluding the expenses described in clause (ii) below) within the Annual Budget to exceed one hundred five percent (105%) of the entire amount of the Annual Budget (taking into account the amounts expended to date and reasonably anticipated expenses for the remainder of the Contract Year); or (ii) expenditures for items pursuant to Sections 5.5, 5.6, 5.7 and 5.8. Manager shall notify Owner of each permitted Annual Budget deviation made pursuant to this Section 5.4 and shall supply Owner with such information with respect thereto as Owner may reasonably request.
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Compliance with Annual Budget. The Manager agrees that it will obtain the prior approval of the Parent in accordance with clause 4.1 prior to incurring any Service Costs in any Operating Year which would, taking into account remaining expenditure in that Annual Budget, cause the aggregate Service Costs incurred in that Operating Year to exceed the Budget Limit for that Operating Year.
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Compliance with Annual Budget. During each Fiscal Year, City, in the performance of its duties under this Agreement, shall comply with the approved Annual Budget of the Authority relating to the Water Enterprise for such Fiscal Year and shall not incur any material additional expense or change materially the manner of operation of the Water Enterprise, without the written approval of the Authority.
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Related to Compliance with Annual Budget

  • Compliance with ADA The Company and its subsidiaries and each Real Property are currently in compliance with all presently applicable provisions of the Americans with Disabilities Act, as amended, except for any such non-compliance that would not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreement Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

  • Compliance with Financial Covenants Schedule A attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

  • Compliance with Xxxxx Xxxxx and Related Act requirements. All rulings and interpretations of the Xxxxx- Xxxxx and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Orders The Company is not in violation of any material judgment, decree, or order of any court, arbitrator or other governmental authority.

  • Compliance with Act The holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the Shares to be issued upon exercise hereof and any Common Stock issued upon conversion thereof are being acquired for investment and that such holder will not offer, sell or otherwise dispose of this Warrant, or any Shares to be issued upon exercise hereof or any Common Stock issued upon conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”) or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is available, the holder hereof shall confirm in writing that the Shares so purchased (and any shares of Common Stock issued upon conversion thereof) are being acquired for investment and not with a view toward distribution or resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant and all Shares issued upon exercise of this Warrant and all shares of Common Stock issued upon conversion thereof (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY. THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS (SUBJECT TO CERTAIN EXTENSIONS) IN THE EVENT OF AN INITIAL PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.” Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. In addition, in connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof in violation of the Act. (2) The holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder’s investment intent as expressed herein. (3) The holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • DECLARATION OF COMPLIANCE WITH APPLICABLE STANDARDS 1. Does the Work report experiments involving human subjects? [ ] YES [ ] NO  If Yes, were the reported experiments in accordance with the ethical standards of the committee responsible for human experimentation (institutional and national), and with the Helsinki Declaration of 1975, as revised in 2013 (xxxx://xxxxxx.xxx.xxx/ecodes/node/3931 )? [ ] YES [ ] NO (If Yes, the Assignor must submit a copy of the approval and consent-to-disclose form to Xxxxxxx Science Publishers by fax or email.) Please state whether Ethical Approval was given, by whom and the relevant Judgement’s reference number. (If No, the Assignor must mention an institutional or regional guideline.) 2. Does the Work report experiments involving animals? [ ] YES [ ] NO  If Yes, were the reported experiments in accordance with the standards set forth in one of below national guidelines and regulations: o The US National Research Council's "Guide for the Care and Use of Laboratory Animals," o The US Public Health Service's "Policy on Humane Care and Use of Laboratory Animals," and "Guide for the Care and Use of Laboratory Animals." o UK : the Animals (Scientific Procedures) Act 1986 Amendment Regulations (SI 2012/3039). [ ] YES [ ] NO 6 [v.122016] Conflicts of interest arise when authors, reviewers, or editors have interests (such as financial or personal interests) that are not made clear and that may influence their judgment on the content of their work. Authors and editors who submit work for publication with Xxxxxxx Science are required to disclose and acknowledge all forms of financial support relating to the work to be published, all commercial or financial involvement that might present an appearance of a conflict of interest in respect of the work, and all agreements relating to sponsorship of any research upon which the work is based. Are there any actual, or potential, conflicts of interest? [ ] YES [ ] NO If Yes, details of the actual or potential conflicts of interest must be set-out in the spaces provided below. Does Assignor require assistance in having the English grammar and style of the Work checked and improved by Xxxxxxx Science? [ ] YES [ ] NO If Yes, Xxxxxxx Science will provide a quote in respect of the same.

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