Compliance with Brand Standards Letter Agreement Sample Clauses

Compliance with Brand Standards Letter Agreement. Pursuant to the Brand Standards Letter Agreement, if (i) Embassy Corpus Christi Owner has not sold the Embassy Corpus Christi Property by June 30, 2013, and (ii) the Embassy Corpus Christi Franchisor requires the Embassy Corpus Christi Property to be renovated to comply with the Embassy Corpus Christi Franchisor’s brand standards (the “Brand Standards Renovation”), then Borrowers shall diligently pursue and negotiate a work plan acceptable to the Embassy Corpus Christi Franchisor which sets forth the scope of the Brand Standards Renovation related work and the timeline for the completion of such work (the “Brand Standards Renovation Work Plan”). Borrowers shall complete the Brand Standards Renovation in accordance with the Brand Standards Renovation Work Plan. If Borrowers fail to complete the Brand Standards Renovation as and when set forth in the Brand Standards Work Plan, Borrowers shall immediately pay to Administrative Agent an amount necessary to complete the Brand Standards Renovation (as determined by Administrative Agent in its reasonable discretion based upon the matters and the timetable set forth in the Brand Standards Renovation Work Plan) (such amount, the “Brand Standards Renovation Payment Amount”). Notwithstanding the foregoing, if, following the occurrence and continuance of an Event of Default and Administrative Agent’s exercise of Administrative Agent’s rights and remedies in connection therewith (or Administrative Agent’s (or its nominee’s) acceptance of a deed-in-lieu thereof), Administrative Agent, Administrative Agent’s successor or assign, or a third-party purchaser at foreclosure (or a third-party purchaser from Administrative Agent (or Administrative Agent’s nominee that was the purchaser at foreclosure)) is required by Embassy Corpus Christi Franchisor to effect a change in ownership product improvement plan (“PIP”), Borrowers shall immediately pay to Administrative Agent, in lieu of any Brand Standards Renovation Payment Amount, the amount necessary to complete such PIP (as determined by Administrative Agent in its reasonable discretion); provided, however, that Administrative Agent agrees that Borrowers’ obligation to pay the cost to complete a PIP shall be capped at $2,000,000 (the amount required to be paid by Borrowers in connection with any PIP, the “PIP Payment Amount”).
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Related to Compliance with Brand Standards Letter Agreement

  • 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 Rules and Policies The Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, the Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

  • 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 Policies Each Individual Limited Partner hereby agrees that he shall comply with all policies and procedures adopted by any member of the Och-Ziff Group or which Limited Partners are required to observe by law, or by any recognized stock exchange, or other regulatory body or authority.

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the policies and procedures of the Company and IAC as they may exist from time to time.

  • Compliance with Terms and Conditions All the terms, covenants and conditions of this Agreement to be complied with and performed by Parent or Sub on or before the Closing Date shall have been (and tender by Parent or Sub of any documents required to be delivered at the Closing by it shall constitute a representation by Parent and Sub as at the Closing that, except as otherwise specifically approved in writing by Company, they have been) complied with and performed in all material respects.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

  • 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 Terms Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

  • Compliance with Agreements, Laws, Etc It shall (i) duly observe and comply in all material respects with all Applicable Laws relative to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the terms and conditions of each Facility Document to which it is a party and its Constituent Documents and (v) obtain, maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary to properly carry out its business and the transactions contemplated to be performed by it under the Facility Documents to which it is a party and its Constituent Documents, except, in the case of this clause (v), where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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