Common use of General Qualifications Clause in Contracts

General Qualifications. Owner acknowledges that Manager and its Affiliates manage shopping centers other than the Property on behalf of proprietors other than Owner (collectively, "OTHER MANAGEMENT ACTIVITIES"). Owner further acknowledges that: (1) in order to undertake effectively the Other Management Activities in accordance with their respective obligations under agreements relating to those Other Management Activities, Manager and Related Persons employ reasonable standardized and uniform information and accounting procedures and systems (collectively, the "MANAGEMENT INFORMATION SYSTEMS"); and (2) the obligations of Manager under this Agreement to provide information (I.E., additional information that is not specifically described in this Agreement and which is requested by Owner pursuant to this Article XII, pertaining to the management and operations of the Property (collectively, " OWNER'S ADDITIONAL INFORMATION REQUIREMENTS")) are not intended to operate in such a way as to cause unreasonable disruption to the Management Information Systems or to require Manager to incur unreasonable costs and expenses in obtaining and adapting the Management Information Systems in order to provide Owner's Additional Information Requirements. Notwithstanding the foregoing, and any other provisions of this Agreement, unless any such requested information is Confidential Information as defined below, Manager will comply with Owner's Additional Information Requirements and will supply the information requested; PROVIDED, however, that Owner will reimburse Manager for the reasonable direct additional costs that Manager demonstrates Manager or any Affiliate incurred in complying with such request, if it is not common practice for managers of regional malls of a kind similar to the Property to provide the information requested pursuant to the Owner's Additional Information Requirements. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Manager be obligated to provide to Owner any information, document or report which (i) is prepared for the purposes of, or any minutes of proceedings of, the board of directors of Manager or any Affiliate of Manager, (ii) directly and primarily relates to commercially confidential information concerning other shopping centers managed by any Affiliates of Manager, or (iii) is prepared for the direct and primary purposes of, or constitutes a report to the Westfield Finance and Management Committee or other corporate management committee performing similar functions (collectively, "CONFIDENTIAL INFORMATION"). Notwithstanding anything to the contrary contained herein, Owner shall in no event acquire any rights with respect to Manager's Management Information Systems or Manager's plans, programs or processes for the management and operation of the Property.

Appears in 3 contracts

Samples: Management Letter Agreement (Westfield America Inc), Management Letter Agreement (Westfield America Inc), Management Agreement (Westfield America Inc)

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General Qualifications. Owner acknowledges that Manager and its Affiliates manage shopping centers other than the Property on behalf of proprietors other than Owner (collectively, "OTHER MANAGEMENT ACTIVITIES"). Owner further acknowledges that: : (1) in order to undertake effectively the Other Management Activities in accordance with their respective obligations under agreements relating to those Other Management Activities, Manager and Related Persons employ reasonable standardized and uniform information and accounting procedures and systems (collectively, the "MANAGEMENT INFORMATION SYSTEMS"); and and (2) the obligations of Manager under this Agreement to provide information (I.E., additional information that is not specifically described in this Agreement and which is requested by Owner pursuant to this Article XII, pertaining to the management and operations of the Property (collectively, " "OWNER'S ADDITIONAL INFORMATION REQUIREMENTS")) are not intended to operate in such a way as to cause unreasonable disruption to the Management Information Systems or to require Manager to incur unreasonable costs and expenses in obtaining and adapting the Management Information Systems in order to provide Owner's Additional Information Requirements. Notwithstanding the foregoing, and any other provisions of this Agreement, unless any such requested information is Confidential Information as defined below, Manager will comply with Owner's Additional Information Requirements and will supply the information requested; PROVIDED, however, that Owner will reimburse Manager for the reasonable direct additional costs that Manager demonstrates Manager or any Affiliate incurred in complying with such request, if it is not common practice for managers of regional malls of a kind similar to the Property to provide the information requested pursuant to the Owner's Additional Information Requirements. 28 <PAGE> Notwithstanding anything to the contrary contained in this Agreement, in no event shall Manager be obligated to provide to Owner any information, document or report which (i) is prepared for the purposes of, or any minutes of proceedings of, the board of directors of Manager or any Affiliate of Manager, (ii) directly and primarily relates to commercially confidential information concerning other shopping centers managed by any Affiliates of Manager, or (iii) is prepared for the direct and primary purposes of, or constitutes a report to the Westfield Finance and Management Committee or other corporate management committee performing similar functions (collectively, "CONFIDENTIAL INFORMATION"). Notwithstanding anything to the contrary contained herein, Owner shall in no event acquire any rights with respect to Manager's Management Information Systems or Manager's plans, programs or processes for the management and operation of the Property.

Appears in 1 contract

Samples: Management Agreement

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General Qualifications. Owner acknowledges that Manager and its Affiliates manage shopping centers other than the Property on behalf of proprietors other than Owner (collectively, "OTHER MANAGEMENT ACTIVITIES"). Owner further acknowledges that: (1) in order to undertake effectively the Other Management Activities in accordance with their respective obligations under agreements relating to those Other Management Activities, Manager and Related Persons employ reasonable standardized and uniform information and accounting procedures and systems (collectively, the "MANAGEMENT INFORMATION SYSTEMS"); and (2) the obligations of Manager under this Agreement to provide information (I.E., additional information that is not specifically described in this Agreement and which is requested by Owner pursuant to this Article XII, pertaining to the management and operations of the Property (collectively, " "OWNER'S ADDITIONAL INFORMATION REQUIREMENTS")) are not intended to operate in such a way as to cause unreasonable disruption to the Management Information Systems or to require Manager to incur unreasonable costs and expenses in obtaining and adapting the Management Information Systems in order to provide Owner's Additional Information Requirements. Notwithstanding the foregoing, and any other provisions of this Agreement, unless any such requested information is Confidential Information as defined below, Manager will comply with Owner's Additional Information Requirements and will supply the information requested; PROVIDED, however, that Owner will reimburse Manager for the reasonable direct additional costs that Manager demonstrates Manager or any Affiliate incurred in complying with such request, if it is not common practice for managers of regional malls of a kind similar to the Property to provide the information requested pursuant to the Owner's Additional Information Requirements. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Manager be obligated to provide to Owner any information, document or report which (i) is prepared for the purposes of, or any minutes of proceedings of, the board of directors of Manager or any Affiliate of Manager, (ii) directly and primarily relates to commercially confidential information concerning other shopping centers managed by any Affiliates of Manager, or (iii) is prepared for the direct and primary purposes of, or constitutes a report to the Westfield Finance and Management Committee or other corporate management committee performing similar functions (collectively, "CONFIDENTIAL INFORMATION"). Notwithstanding anything to the contrary contained herein, Owner shall in no event acquire any rights with respect to Manager's Management Information Systems or Manager's plans, programs or processes for the management and operation of the Property.

Appears in 1 contract

Samples: Management Agreement (Westfield America Inc)

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