Interim Management Agreement Clause Samples

Interim Management Agreement. Seller shall provide Manager with a notice of termination of the Management Agreement on January 2, 1998 or as soon thereafter as Seller shall have obtained any required lender consent thereto. Seller shall, on or prior to January 2,1998, seek any required lender contents and use all reasonable commercial efforts to obtain the same as promptly as possible. Buyer and Seller shall enter into a management agreement with respect to the Property in the form attached as EXHIBIT 17.20 hereto (the "Interim Management Agreement") which shall be effective (and the Interim Management Agreement shall be dated as of such effective date) on the earlier of (a) thirty days from the date of that et delivery to Manager of such Termination Notice, and (b) the effective date of a written waiver of Manager of the notice of termination required under the Management Agreement. Buyer shall advance any fee payable to Manager under the Management Agreement on account of the termination thereof up to $69,767.00. Buyer shall be deemed to have waived delivery of all items under SECTIONS 4.2.1.15, 4.2.1.16, 4.2.1.17 and 4.

Interim Management Agreement. The Interim Management Agreement sets out (i) the process for identification and allocation of employees of the Seller and its Affiliates between the Target Group (other than the TAHM Entities) and the Seller and its Affiliates, following the Closing, and (ii) the allocation of the profits, losses, risks and benefits of the Business for the period following the Financial Cut-Off Date and prior to the Closing.

Interim Management Agreement. SCHEDULES Schedule 1.1.1......................................Approved Service Contracts Schedule 1.1.2...........................................Employment Agreements Schedule 1.1.3................................................Equipment Leases Schedule 1.1.4...............................................Excluded Property Schedule 1.1.5.........................................[Intentionally Omitted] Schedule 1.1.6.................................................Hotel Employees Schedule 1.1.7.......................................Schedule of Tenant Leases Schedule 1.1.8................

Interim Management Agreement. The Parties undertake to exercise reasonable commercial endeavours to enter into the Interim Management Agreement by, or as soon as is reasonably possible after, the Signature Date.

Interim Management Agreement. Without limiting or otherwise affecting the provisions of Section 9.4(d), if Buyer has not obtained new liquor licenses with respect to one or more of the Properties by the Closing Date, and if permitted under applicable law, then, so long as Buyer notifies the applicable Seller in writing at least seven (7) Business Days before the Closing Date that Buyer elects to enter into the same with the applicable Seller, the Seller, on the one hand, and Buyer, on the other hand, shall execute and deliver, at the Closing, an interim management agreement or beverage service agreement (each, an “Interim Management Agreement”) with respect to the applicable Properties in form and content reasonably acceptable to such Persons to allow Buyer, as applicable, to operate the alcoholic beverage operations at the applicable Properties utilizing the same liquor licenses which the applicable Seller currently utilizes. The term of the Interim Management Agreement shall be from the Closing Date through the earlier of the date which is one hundred eighty (180) days thereafter, or the date Buyer obtains its own liquor license for the applicable Properties. Under the Interim Management Agreement, among other things, (i) Buyer shall name the Seller, as applicable, as an additional insured on Buyer’s commercial general liability insurance policy (which policy must contain a liquor service endorsement); (ii) the parties shall use reasonable efforts to maintain in full force and effect, and if necessary renew, each applicable liquor license during the term of the Interim Management Agreement; and (iii) Buyer shall protect, defend, indemnify and hold harmless the Seller from and against any and all Claims arising out of or in connection with the alcoholic beverage operations at the Properties first accruing from and after the Closing Date, except to the extent such Claims result from the gross negligence, bad faith, willful misconduct or fraud of the applicable Seller. Buyer shall bear all costs of preparing, executing and performing under each Interim Management Agreement, including, payment of all costs incurred by Sellers in performing thereunder. No Seller shall have any liability for failure to agree to the terms of an Interim Management Agreement.

Interim Management Agreement. The Sellers shall, simultaneously with the Closing, enter into an Interim Management Agreement with the Buyer with respect to the each of the Contracts identified on Schedule 5.16, substantially in the form of Exhibit D hereto (the “Management Agreement”), effective as of the Closing.

Interim Management Agreement. Buyer and Seller will enter into an interim management agreement related to the Operations pursuant to an agreement substantially in the form attached as EXHIBIT G (the "INTERIM MANAGEMENT AGREEMENT"). The Interim Management Agreement appoints Buyer as manager of the Operations on behalf of Seller on the terms and conditions set forth and until the Effective Date.

Interim Management Agreement. Prior to the Closing Date, Manager shall ------------------------------ fulfill any operational, but not financial, obligations imposed on Owner under the Interim Management Agreement which are not specifically provided for herein, it being understood and agreed that Manager's financial rights and obligations with respect to the Facility shall be as set forth in this Agreement. Accordingly, in the event of a conflict between the terms of this Agreement and the Interim Management Agreement with respect to the obligations imposed on Manager in connection with the day-to-day operation of the Facility, the Interim Management Agreement shall control but in all other instances, including any conflict in financial rights or obligations of the parties, this Agreement shall control. Thus, for example, under the terms of the Interim Management Agreement, Owner is the employer of the Facility employees but under the terms of this Agreement, Manager is the employer of the Facility employees and with respect to such provision the terms of this Agreement shall control. Owner and Manager acknowledge and agree that this Section I(P) shall be null and void from and after the Closing Date. Manager acknowledges and agrees that a true and correct copy of the Interim Management Agreement has been provided by Owner to Manager prior to the Commencement Date.

Interim Management Agreement. The Company shall have entered into the Interim Management Agreement in the form attached hereto as Exhibit B, and the Interim Management Agreement shall be in full force and effect as of the Effective Date and shall not have been amended or modified other than as a result of a material breach by the Manager.