EOP Project Owner Structure and EOP Capital Sample Clauses

EOP Project Owner Structure and EOP Capital. All EOP Projects (or the interest of the Company and the EOP Investor therein) will be held through a Project Entity in which the Company is the manager or general partner, as the case may be, and the Company and the EOP Investor are the members or limited partners (an "EOP PROJECT ENTITY"). The EOP Investor will provide the Specified Equity and the Company will provide the Company Share of Equity. If Wilsxx xxx conditioned its obligation to provide capital to the Company relating to the applicable EOP Project pursuant to SECTION 5.2.1, the date on which the Specified Equity and Company Share of Equity shall be due shall be the date Wilsxx xxxomes obligated to provide such capital to the Company, but may, in each party's respective sole and absolute discretion, be funded prior to such date. All such equity for an EOP Project will be funded pari passu by the EOP Investor and the Company on a ratable basis. Notwithstanding the above and notwithstanding anything to the contrary contained herein, (a) the EOP Investor shall not have to fund the Specified Equity in response to any Project Capital Call which the Company does not fund, provided such failure of the Company to fund is not due to EOP's failure to provide its required capital to the Company; and (b) the Company shall not have to fund the Company Share of Equity (nor shall Wilsxx xx EOP have to contribute to the Company their allocable shares of the Company Share of Equity) in response to any Project Capital Call which the EOP Investor does not fund. Any equity, in addition to the Specified Equity and the Company Share of Equity, that turns out to be required for the EOP Project shall be handled as described in SECTION 5.2. The interests of the EOP Investor and the Company in the EOP Project Entity are referred to herein as the "DIRECT EOP INTEREST" and the "COMPANY INTEREST," respectively. Each EOP Project Entity Agreement will contain the analogous provisions and remedies for the failure of a member to make required contributions of Project Equity as are contained in SECTION 5.3 (Failure to Make Contributions), except as otherwise expressly provided herein. Such agreements shall provide that the Project Distributable Cash Flow and Project Distributable Capital Proceeds from an EOP Project (which shall be determined after paying interest and principal on Project Required Funds Loans) shall be distributed as set forth below.
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Related to EOP Project Owner Structure and EOP Capital

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  • Project Agreements (A) No Obligor will agree to any amendment, waiver or termination of a Project Agreement which would have a Material Adverse Effect or approve or vote in favour of any work programme, budget or development plan which would commit an Obligor to expenditure which it would not be able to meet from funds available to it, after taking account of forecast Project Costs and Financing Costs.

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

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  • Complete Agreement; Construction This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.

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