Compliance with Management Agreement. Lessee shall comply in every respect with the provisions of the Management Agreement (other than requirements with respect to funding Capital Improvements which shall be the responsibility of Lessor) so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend, modify or enter into any Management Agreement without in each instance first obtaining Lessor's prior written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary to obtain a Management Agreement extension or modification or a new manager for the Leased Property. If the Management Agreement expires prior to the expiration of the Lease Term, Lessee, with the prior approval of Lessor, shall endeavor to obtain a new or extended management agreement. In the event of a change in the manager for the Leased Property, Lessor and Lessee shall promptly negotiate, if applicable, in good faith appropriate and mutually acceptable modifications to the Rent terms for such Leased Property under this Lease. In the event that Lessor and Lessee are unable to agree, within sixty (60) days after such change in the manager, that modifications to the Rent terms are warranted by the change in manager or to agree on appropriate modifications to the Rent terms either Party may elect to submit the matter to arbitration pursuant to Article XXXVII hereof. During the pendency of the negotiations and/or arbitration, Lessee shall continue to pay Rent in accordance with the terms of the Lease, with possible retroactive adjustments based on the outcome of the negotiations and/or arbitration. If upon any expiration or earlier termination of the Lease (other than upon an Event of Default by Lessee), a Management Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.
Compliance with Management Agreement. To the extent any of the provisions of the Management Agreement impose a greater obligation on Lessee than the corresponding provisions of the Lease, then Lessee shall be obligated to comply with the provisions of the Management Agreement, it being the intent of the parties hereto that Lessee comply in every respect with the provisions of the Management Agreement so as to avoid any default thereunder.
Compliance with Management Agreement. 37 ---------- 11.1. Compliance with Management Agreement............................... 37 ARTICLE 12
Compliance with Management Agreement. Tenant shall comply with and perform and/or observe all material terms and provisions of the Management Agreement to be complied with or performed by Tenant. Tenant shall not enter into any modifications or amendments of the Management Agreement; nor, except as otherwise expressly set forth in this Agreement, surrender, cancel or terminate the same prior to the expiration thereof, without Landlord's prior written consent; nor shall Tenant enter into any extension or replacement of the Management Agreement or elect to reduce or extend the term of the Management Agreement without Landlord's prior written consent; nor shall Tenant increase or consent to the increase of the amount of any management fees under the Management Agreement or waive or release any of its material rights and remedies under the Management Agreement. Tenant shall further enforce in all material respects the performance and observance by Manager to be performed and/or observed by Manager under the Management Agreement. In addition, in no event will the term of any Management Agreement extend beyond the Term hereof, as extended pursuant to Section 2.4. In addition to the obligations contained herein, Tenant agrees to promptly deliver to Landlord (a) copies of all notices provided by the Manager and under the Management Agreement concerning notices of default, notices of changes or modifications to the Leased Property and the like, and (b) from time to time upon request, evidence acceptable to Landlord that Tenant has paid to Manager, all sums due from Tenant to Manager, under the Management Agreement. The terms of Section 22.19 shall not be applicable to this Section 21.5. Tenant further acknowledges and agrees that Tenant shall indemnify and hold Landlord harmless from and against any and all loss, damage, injunctions, obligations, suits, actions, fines, penalties, claims, demands, costs and expenses of any kind and nature resulting or arising directly or indirectly from Tenant's default under the Management Agreement.
Compliance with Management Agreement. To the extent any of the provisions of the Management Agreement impose a greater obligation on Lessee than the corresponding provisions of the Lease, then Lessee shall be obligated to comply with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of the Management Agreement. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Management Agreement so as to avoid any material default thereunder during the term of this Lease. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary to obtain a franchise extension or modification or a new franchise for the Leased Property. ARTICLE XL
Compliance with Management Agreement. (Section 5.22): Describe all defaults, if any, which occurred during the period under review under the Management Agreement. Describe any modifications or amendments to the Management Agreement. State whether or not such modifications or amendments have been consented to by Agent Bank as required under Section 5.22 of the Credit Agreement. _____________
Compliance with Management Agreement. Parent agrees that during the Interim Period, Parent shall comply with its obligations, covenants and other agreements under the Management Agreement (unless instructed otherwise in writing by the Company Special Committee), and shall not take any action in its capacity as Manager under the Management Agreement (unless instructed in writing by the Company Special Committee) that would constitute a breach or violation of the Management Agreement or that would be reasonably expected to cause the Company to breach any of its representations, warranties, covenants or agreements hereunder.
Compliance with Management Agreement. (Section 5.27):
Compliance with Management Agreement. To the extent any of the ------------------------------------- provisions of the Management Agreement impose a greater obligation on Lessee than the corresponding provisions of the Lease, then Lessee shall be obligated to comply with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of the Management Agreement. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Management Agreement so as to avoid any material default thereunder during the term of this Lease. Lessee shall not terminate, extend or enter into any material modification of the Management Agreement without in each instance first obtaining Lessor's prior written consent, which shall not be unreasonably withheld. Lessor and Lessee agree to cooperate with each other in the event it becomes necessary to obtain a franchise extension or modification (or, at Lessor's option, a new franchise) for the Leased Property, and in any transfer of the Management Agreement to Lessor or any designee of Lessor or any successor to Lessee upon the termination of this Lease. In the event of expiration or termination of a Management Agreement, for whatever reason, Lessor will have the right, in the exercise of its sole discretion, to approve any new Management Agreement for the Hotel.
Compliance with Management Agreement. ARTICLE 22....................................................................................................... MISCELLANEOUS....................................................................................................
