Failure to Approve. (a) If Owner objects to all or any portion of the Annual Plan submitted by Manager, then Owner shall notify Manager as soon as reasonably possible of the reasons for its objections, and Owner and Manager shall use their good faith efforts to agree in respect of the items to which Owner objects. Pending agreement being reached, Manager will continue to Operate the Hotel in accordance with those parts of the Annual Operating Budget that Owner has approved. As to any parts not approved, Manager will continue to Operate the Hotel in the new Fiscal Year at levels of expenditure comparable to those of the Annual Operating Budget for the preceding Fiscal Year with suitable adjustments for other factors, including the volume of business, inflation, local business climate, competition, this Agreement and compliance with the Operating Standards.
(b) Owner will not withhold its approval with respect to any portion of the Capital Expenditure Budget if, in Manager’s reasonable opinion, the expenditures are reasonably necessary to resolve physical issues (in addition to those addressed in Section 3.5 in the Initial Improvements) with the Hotel that, in Manager’s reasonable opinion, adversely impact the Hotel’s compliance with the Operating Standards. If Manager determines that Owner has not complied with the previous sentence, then Manager may issue Owner a notice of intent to terminate this Agreement. If Owner thereafter fails to cure such physical deficiencies within ninety (90) days after the issuance of such notice, then Manager shall be entitled to give to Owner notice of termination of this Agreement, whereupon this Agreement shall terminate upon the expiration of thirty (30) days after the giving of such notice. Such termination shall be Manager’s sole remedy, and Manager shall not be entitled to receive the Special Termination Fee in connection therewith.
Failure to Approve. CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, MXXXXXXX, X0 XXXXXXXX XXX XXXXX XXXXXX COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES
(a) In the event that a request of MetroPCS for approval is time sensitive, has not been acted upon by Royal Street on a timely basis, and the failure to act may have an adverse effect on the business, MetroPCS may so notify Royal Street and request that Royal Street act upon the request for approval within a specified time frame that is reasonably related to the deadline. Any such MetroPCS request under this section that Royal Street act within a specified time frame shall be in writing.
(b) MetroPCS shall be indemnified and held harmless with respect to any damages or injury resulting from the failure of Royal Street to act in a timely manner upon a request of MetroPCS for approval, provided that Royal Street has actual notice of the time sensitive nature of the request.
Failure to Approve. If the License Company rejects a request for approval submitted in writing by American III under this Agreement, American III and the License Company shall consult as to the matter and shall attempt to resolve the matter in a mutually acceptable manner. In the event that the Parties cannot agree, the License Company shall have the right to direct the manner in which the matter will be handled, if at all.
Failure to Approve. If the Management Committee meets to consider a Proposed Increase in the Maximum CM Cost Amount pursuant to the request of the Construction Manager under the Construction Management Agreement or otherwise, but does not approve the Proposed Increase in the Maximum CM Cost Amount at the meeting or the adjourned meeting referred to in Section 13.1, it will determine whether there should be a revision in the size, character, design or capacity of the Project. If the Management Committee does not approve such a revision, then (i) either Owner may agree to assume the Proposed Increase in the Maximum CM Cost Amount, provided that the revisions in the size, character, design or capacity of the Project are consistent with the BSSE Design Criteria Guidelines and Good Utility Practice or (ii) if neither Owner assumes the Proposed Increase in the maximum CM Cost Amount, the Management Committee will adopt and implement the Wind-up Plan.
Failure to Approve. Should Designee decline to accept a contract, ------------------ proposal, action or recommendation of Consultant for which approval by Owner is required within the time provided in Section 4(b), the parties shall exercise ------------ commercially reasonable efforts to modify such contract, proposal, action or recommendation of Consultant to render it mutually acceptable during a period not to exceed ten (10) business days after Consultant's receipt of Designee's rejection; provided that in the absence of such approval Consultant shall not take such proposed actions requiring the approval of Owner.
Failure to Approve. If Tenant does not approve the Plans and authorize Landlord to proceed with the construction of the Tenant Improvements within the time periods specified herein, then Tenant shall be charged with all costs incurred by reason of any delay in completion of the construction of Tenant Improvements and such delay shall be an element of Tenant Delay. If Tenant delays final approval and authorization to commence with construction of Tenant Improvements for a period of ten (10) days beyond the period of time specified herein, then such delays shall be an event of default by Tenant under the Lease and Landlord may, in addition to all of the other remedies which it may have under the Lease, terminate the Lease.
Failure to Approve. This Agreement shall automatically terminate if the stockholders of either Purchaser or the Company fail to approve this Agreement and the transactions contemplated hereby pursuant to any vote taken (at any meeting or by written consent) seeking shareholder approval thereof.
Failure to Approve. If either UBI or Delphos stockholders, acting at a meeting held for the purpose of voting upon this Agreement, fail to approve such agreement in the manner required by law, then this Agreement shall be deemed to be automatically terminated.
Failure to Approve. If either Xxxxx or BSC shareholders, acting at a meeting held for the purpose of voting upon this Agreement, fail to approve such agreement in the manner required by law, then this Agreement shall be deemed to be automatically terminated.
Failure to Approve. The failure of a Member Entity to approve this Agreement shall result in the Member Entity being deemed a non-party to this Agreement and all of such Member Entity’s and the Flood Diversion Board of Authority’s obligations and responsibilities with respect to the Limited Joint Powers Agreement and the Project shall terminate and be of no further force or effect. Further, the Flood Diversion Board of Authority shall have no obligation to indemnify, defend, or hold harmless the Member Entity for liability arising out of or related to the Project if the Member Entity fails to approve this Agreement.
