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

  • Personnel, Office Space, and Facilities of Manager The Manager at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as the Manager requires in the performance of its investment advisory and other obligations under this Agreement.

  • OFFICE OF MANAGEMENT AND BUDGET (OMB) AUDIT REQUIREMENTS The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR 200.

  • RECORDS MANAGEMENT AND MAINTENANCE CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term 12 of this Agreement, prepare, maintain and manage records appropriate to the services provided and in 13 accordance with this Agreement and all applicable requirements.

  • Operations Matters In the conduct its business and operations, Pledgor shall, and shall cause each of the Companies to: (i) maintain books and records, separate from those of any other Person; (ii) maintain its bank accounts and all its other assets separate from those of any other Person; (iii) hold regular member, partnership or shareholder meetings, as appropriate, to conduct its business, and observe all other limited liability company, partnership or corporate formalities, as the case may be; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (v) prepare separate financial statements, or if part of a consolidated or combined group, then it shall be shown as a separate member of such group, including in a footnote(s) to the relevant financial statements disclosing its separate existence and identity and the existence of its own assets; (vi) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (vii) transact all business with Affiliates on an arm's-length basis and to enter into transactions with Affiliates on an arm's-length basis; (viii) conduct business in its own name; (ix) with regard to each Company, maintain a sufficient number of employees in light of such Company's contemplated business operations; (x) correct any misunderstanding regarding its separate identity of which Pledgor has actual knowledge; (xi) not identify itself in writing as a division of any other Person; and (xii) maintain adequate capital in light of its contemplated business operations.

  • Operations Fire An “Operations Fire” is a fire caused by Purchaser’s Operations other than a Neg- ligent Fire.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • DIRECT PERSONNEL EXPENSE 4.1. Direct Personnel Expense of employees engaged on the Project by the ARCHITECT/ENGINEER includes ARCHITECT/ENGINEERS, other engineers, designers, job captains, draftsmen, specification writers and typists, in consultation, research and design in producing Drawings, Specifications and other documents pertaining to the Project, and in services during construction at the site. 4.2. Direct Personnel Expense includes actual cost and of mandatory and customary financial benefits paid.

  • Weighing and Scaling Costs Purchaser agrees to pay for all weighing costs for logs delivered regardless if logs are purchased on a weight or scale basis. In addition, Purchaser agrees to pay for all scaling costs for logs delivered on a scale basis. Purchaser also agrees to pay for all costs associated with the transmission and reporting of scale or weight data.

  • Operation and Maintenance Manuals Receipts for transmittal of Operation and Maintenance Manuals, Brochures and Data to the Design Professional (or Commissioning Agent) as required by Section 6.1.1.5.

  • MAINTENANCE AND REPAIR; RULES Tenant will, at its sole expense, keep and maintain the Premises and appurtenances in good and sanitary condition and repair during the term of this Agreement and any renewal thereof. Without limiting the generality of the foregoing, Tenant shall: (a) Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or halls, which shall be used for the purposes of ingress and egress only; (b) Keep all windows, glass, window coverings, doors, locks and hardware in good, clean order and repair; (c) Not obstruct or cover the windows or doors; (d) Not leave windows or doors in an open position during any inclement weather; (e) Not hang any laundry, clothing, sheets, etc. from any window, rail, porch or balcony nor air or dry any of same within any yard area or space; (f) Not cause or permit any locks or hooks to be placed upon any door or window without the prior written consent of Landlord; (g) Keep all air conditioning filters clean and free from dirt; (h) Keep all lavatories, sinks, toilets, and all other water and plumbing apparatus in good order and repair and shall use same only for the purposes for which they were constructed. Tenant shall not allow any sweepings, rubbish, sand, rags, ashes or other substances to be thrown or deposited therein. Any damage to any such apparatus and the cost of clearing stopped plumbing resulting from misuse shall be borne by Tenant; (i) And Tenant's family and guests shall at all times maintain order in the Premises and at all places on the Premises, and shall not make or permit any loud or improper noises, or otherwise disturb other residents; (j) Keep all radios, television sets, stereos, phonographs, etc., turned down to a level of sound that does not annoy or interfere with other residents; (k) Deposit all trash, garbage, rubbish or refuse in the locations provided therefor and shall not allow any trash, garbage, rubbish or refuse to be deposited or permitted to stand on the exterior of any building or within the common elements; (l) Abide by and be bound by any and all rules and regulations affecting the Premises or the common area appurtenant thereto which may be adopted or promulgated by the Condominium or Homeowners' Association having control over them.

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