Coverage of Manager’s Cost; Owner’s Corporate Overhead Sample Clauses

Coverage of Manager’s Cost; Owner’s Corporate Overhead. (a) In consideration for the Management Fees payable hereunder, and otherwise at Manager’s sole cost and expense, Manager shall provide and maintain, and shall be responsible for the payment of Manager Overhead and Expenses. Manager hereby acknowledges and agrees that Manager shall be liable for the Manager Overhead and Expenses as allocated under the Manager Allocation Agreement. All Manager Overhead and Expenses or other amounts allocated to the Manager and/or Xxxxxxxx Entertainment and/or its Subsidiaries pursuant to the Manager Allocation Agreement shall be paid by Manager (and/or Xxxxxxxx Entertainment and/or its Subsidiaries, as applicable) from its (or their, as applicable) own funds (and not from Gross Revenues) and Manager shall be deemed to have breached this Agreement if Manager uses Gross Revenues knowingly and improperly to pay any Manager Overhead and Expenses; provided, however, that if any such amounts are inadvertently (or in breach of this Agreement are) paid or incurred by Owner or through the use of Gross Revenues (rather than paid directly by Manager, or reimbursed by Manager to Owner from Manager’s own funds and not from Gross Revenues (any such reimbursement to be excluded from Gross Revenues)), Owner shall have the right (notwithstanding any prohibition on offset otherwise provided in this Agreement) to reimbursement of such amounts payable pursuant to and in accordance with the provisions of the Manager Allocation Agreement. Manager has used commercially reasonable efforts based upon information Manager reasonably believes to be current and reliable to formulate the Corporate Overhead Budget and Manager and Owner acknowledge that (i) the projections contained in the Corporate Overhead Budget may be affected by changes in financial, economic, market, competitive, natural and other conditions and circumstances beyond Manager’s control; and (ii) in formulating the Initial Corporate Overhead Budget, Manager has used commercially reasonable efforts to (A) include any and all necessary corporate responsibility and/or functionality necessary for the ownership of the Properties and (B) allocate to Manager Overhead and Expenses in accordance with the requirements of the Manager Allocation Agreement. Manager covenants that in no event shall Manager attempt to reduce or minimize Manager Overhead and Expenses and increase Owner Overhead and Expenses (as defined in the Manager Allocation Agreement) or otherwise circumvent its (or Xxxxxxxx Enter...
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Coverage of Manager’s Cost; Owner’s Corporate Overhead. 33 5.3 Reimbursements 35
Sample 1

Related to Coverage of Manager’s Cost; Owner’s Corporate Overhead

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