Common use of Duties and Authority of Manager Clause in Contracts

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (i) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ notice without penalty, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (ii) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iii) determine and implement all phases of advertising, promotion and publicity relating to the Project; (iv) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (v) determine and implement credit policies (including arrangements with credit card organizations); (vi) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (vii) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viii) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ix) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five (5) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter.

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (i) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ notice without penalty, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (ii) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iii) determine and implement all phases of advertising, promotion and publicity relating to the Project; (iv) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (v) determine .determine and implement credit policies (including arrangements with credit card organizations); (vi) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (vii) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viii) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ix) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five (5) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter.

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement Annual Plan and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the ProjectHotel, including, but not limited to, the right, power and authority to (ia) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the ProjectHotel, provided, however, that Manager shall not enter into any such contract or agreement without the prior approval of Owner if it obligates Owner for more than Twenty-Five Ten Thousand Dollars ($25,00010,000) in any calendar year or has a term, not cancelable upon not more than ninety (90) days’ notice without penaltynotice, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (iib) determine and implement terms of admittance, charges for rooms and commercial spaceguest rooms, charges for entertainment and food and beveragesbeverage, and meeting and banquet spaces, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy guest rooms or suites at the Project Hotel at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project Hotel free of charge; (iiic) determine and implement all phases of advertising, promotion and publicity relating to the ProjectHotel; (ivd) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring hiring, training and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (ve) determine and implement credit policies (including arrangements with credit card organizations); (vif) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (viig) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the ProjectHotel; (viiih) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000); (i) and provided further that Manager shall obtain maintain the Hotel’s compliance with all material provisions of the Franchise Agreement (as the same may be amended from time to time); (j) at Owner’s written consent before filing request, assist Owner and its lenders, brokers or buyers in executing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a))Capital Transaction; and (ixk) manage and direct generally all activities incidental to the operation of the Project Hotel in the ordinary course of business. Manager shall operate the Project Hotel in a businesslike and efficient manner and shall operate the Project Hotel solely for the operation of a hotel business and for such other activities activities, which are customary and usual in connection therewith. Manager shall exercise reasonable efforts at all times to operate the Hotel and all of its facilities and activities in a manner consistent with the Operating Standards, the Annual Budget and the provisions of this Agreement. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) business days after being notified the date of delivery of written notice thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project Hotel within five (5) business days after being notified the date of delivery of written notice thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time periodperiods, Owner shall be have deemed to have approved approve such matter.

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement Operating Standards and the Operating StandardsAnnual Plan, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (ia) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ ' notice without penaltypayment of any cancellation fee, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (iib) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iiic) determine and implement all phases of advertising, promotion and publicity relating to the Project; (ivd) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (ve) determine and implement credit policies (including arrangements with credit card organizations); (vif) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, ,' supplies and services; (viig) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viiih) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ix) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five (5) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter.of

Duties and Authority of Manager. (a) Subject to and consistent ----------- ------------------------------- with the terms of this Agreement Operating Standards and the Operating StandardsAnnual Plan, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (ia) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ ' notice without penaltypayment of any cancellation fee, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (iib) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iiic) determine and implement all phases of advertising, promotion and publicity relating to the Project; (ivd) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (ve) determine and implement credit policies (including arrangements with credit card organizations); (vif) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (viig) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viiih) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ixi) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s 's approval is required for any matter in connection with the foregoing or any other Management Agreement matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten fifteen (1015) business days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five ten (510) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter.