Landlord Not Obligated Under Management Agreement Sample Clauses

Landlord Not Obligated Under Management Agreement. Manager further agrees that nothing herein shall impose upon Landlord, Mortgage Lender or Mezzanine Lender any obligation for payment or performance under the Management Agreements in favor of Manager, unless such party notifies Manager in writing after an Event of Default that such party has elected to assert a Subtenant’s rights under its Management Agreement with respect to the applicable Property and assume such Subtenant’s obligations thereunder first accruing or arising from and after (subject to adjustment of fees with respect to the period after the date the notice is given to Manager), and solely with respect to the period commencing upon, the effective date of such notice.
Sample 1
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Landlord Not Obligated Under Management Agreement. Except as otherwise expressly provided in Section 6 below, nothing in this Agreement shall be deemed to be, or construed to be, an agreement by Landlord to perform any covenant of Tenant under the Management Agreement, including, but not limited to, the obligation to make any payments required from Tenant under the Management Agreement. The Management Agreement is an agreement solely between Tenant and Manager, and any and all rights and remedies of Manager shall be solely against Tenant. Manager represents that it has read an executed version of the Lease and is familiar with the terms thereof.
Sample 1
Landlord Not Obligated Under Management Agreement. Except as otherwise expressly provided in Section 6 below, nothing in this Agreement shall be deemed to be, or construed to be, an agreement by Landlord to perform any covenant of Tenant under the Management Agreement, including, but not limited to, the obligation to make any payments required from Tenant under the Management Agreement. The Management Agreement is an agreement solely between Tenant and Manager, and any and all rights and remedies of Manager shall be solely against Tenant. Manager shall neither do, nor permit anything to be done, that would cause (a) there to exist an “Event of Default” in any obligation of Tenant under the Lease or (b) the Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord under the Lease. Manager represents that it has read an executed version of the Lease and is familiar with the terms thereof.
Sample 1
Landlord Not Obligated Under Management Agreement. Manager further agrees that nothing herein shall impose upon Landlord any obligation for payment or performance under the Management Agreement in favor of Manager, unless Landlord notifies Manager in writing after an Event of Default that Landlord has elected to assert Tenant’s rights under the Management Agreement with respect to the Property and assume Tenant’s obligations thereunder first accruing or arising from and after, and solely with respect to the period commencing upon, the effective date of such notice.
Sample 1

Related to Landlord Not Obligated Under Management Agreement

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • 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.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Management Agreements Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Subsidiary, on the one hand, and any member of the Company’s management or the Company’s Board of Directors, on the other hand, relating in any way to the transactions contemplated by this Agreement or the operations of the Company after the Effective Time.

  • Cash Management Agreement 11 SECTION 7 – TAXES, REPORTS AND RECORDS............................................................ 11

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Payments Received Under the Cash Management Agreement Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the payment of the Monthly Debt Service Payment Amount and amounts required to be deposited into the Reserve Funds, if any, shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account to satisfy such obligations pursuant to this Agreement on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

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