Common use of Failure to Approve Clause in Contracts

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. (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.