Common use of Limitations on Manager Authority Clause in Contracts

Limitations on Manager Authority. Notwithstanding the grant of authority given to Manager in Section 2.1, and without limiting any of the other circumstances under which Landlord’s or Tenant’s approval is specifically required under this Agreement, subject in all events to the Lease, in the event that, at the applicable time, (a) Manager is not a wholly owned subsidiary of CEC and (b) Tenant is not a Controlled Subsidiary of CEC, then at such time Manager shall not take any of the following actions without Tenant’s prior written approval: 2.2.1 Settle any claim (a) regardless of the amount, admitting intentional misconduct or fraud or (b) arising out of the Operation of the Managed Facility which involves an amount in excess of $5,000,000 that is not fully covered (other than deductible amounts) by insurance or as to which the insurance denies coverage or “reserves rights” as to coverage; provided that the dollar amount specified in this Section 2.2.1 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.2 Execute, amend, modify, provide a written waiver of rights under or terminate (a) the Lease, (b) any ground lease with respect to the Leased Property, or (c) any contract, lease, equipment lease or other agreement (or a series of contracts, leases, equipment leases or other agreements relating to the same or similar property, equipment, goods or services, as applicable, in each case with the same or a related party) that (i)(x) is for a term of greater than three (3) years and (y) requires payment by Manager or Tenant in excess of $5,000,000 in the aggregate for the term or (ii) requires aggregate annual payments by Manager or Tenant in excess of $5,000,000, other than contracts, leases or other agreements which are specifically identified in the Annual Budget; provided that the dollar amount specified in this Section 2.2.2 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.3 Except as permitted by Section 5.5.3, borrow any money or incur indebtedness or issue any guaranty in respect of borrowed money, or issue any indemnity or surety obligation outside of the ordinary course of business, in the name and on behalf of Tenant; 2.2.4 Grant or create any lien or security interest on the Managed Facility or any part thereof or interest therein; provided that the foregoing shall not be deemed to restrict Manager from incurring trade payables, ordinary course advances for travel, entertainment or relocation or granting credit or refunds to patrons for goods and services incurred in the ordinary course of business in the Operation of the Managed Facility in accordance with this Agreement and Applicable Laws; 2.2.5 Sell or otherwise dispose of the Managed Facility or any part thereof or interest therein, including FF&E and Managed Facilities IP, except for the sale of inventory and the disposal of obsolete or worn out or damaged items, each in the ordinary course of business or as contemplated in the Annual Budget or Capital Budget; 2.2.6 Commence any ROI Capital Improvements, except as directed by Tenant or as included in the Capital Budget, or commence any Building Capital Improvements, except in each case if required by the Lease or if required by the Operating Standard as determined hereunder; 2.2.7 Hire or replace individuals for the positions of Senior Executive Personnel; 2.2.8 Submit, settle, adjust or otherwise resolve any casualty insurance claim related to the Managed Facility involving losses or casualties in excess of $5,000,000; provided that the amount specified in this Section 2.2.8 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.9 Confess any judgment, make any assignment for the benefit of creditors, admit an inability to pay debts as they become due in the ordinary course of business, file a voluntary bankruptcy or consent to any involuntary bankruptcy of any Party with respect to the Managed Facility or Tenant; 2.2.10 Initiate or settle any real or personal property tax appeals or claims involving property of Tenant, unless directed by Tenant in writing; 2.2.11 Acquire any land or interest in land in the name of Tenant; 2.2.12 Consent to any Condemnation or Taking relating to the Managed Facility; 2.2.13 File with any Governmental Authority any federal or state income tax return applicable to Tenant; or 2.2.14 Execute, amend, modify, provide written waiver of rights under or terminate any collective bargaining, recognition, neutrality or other material labor agreements solely involving the Managed Facility Personnel; provided that with respect to the execution, amendment, modification, waiver of rights under or termination of any collective bargaining, recognition, neutrality or other material labor agreements which involve both Managed Facility Personnel and other employees providing services at properties that are owned by or managed by Manager’s Affiliates, the consent of Tenant shall be required, which consent shall not be unreasonably withheld, conditioned or delayed.

Limitations on Manager Authority. Notwithstanding the grant of authority given to Manager in Section 2.1, and without limiting any of the other circumstances under which Landlord’s or TenantOwner’s approval is specifically required under this Agreement, subject in all events to the Lease, in the event that, at the applicable time, (a) Manager is not a wholly owned subsidiary of CEC and (b) Tenant is not a Controlled Subsidiary of CEC, then at such time Manager shall not take any of the following actions without TenantOwner’s prior written approval: 2.2.1 Settle any claim (a) regardless of the amount, admitting intentional misconduct or fraud or (b) arising out of the Operation Operations of the Managed Facility Facilities which involves an amount in excess of $5,000,000 500,000 that is not fully covered (other than deductible amounts) by insurance or as to which the insurance denies coverage or “reserves rights” as to coverage; provided provided, that the dollar amount specified in this Section 2.2.1 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.2 Execute, amend, modify, provide a written waiver of rights under or terminate (a) the Lease, (b) Execute any ground lease with respect to the Leased Property, or (c) any contract, lease, equipment lease or other agreement (or a series of contracts, leases, equipment leases or other agreements relating to the same or similar property, equipment, ) or other leases or contracts (or series of contracts relating to the same or similar goods or services, as applicable, in each case with the same or a related party) that (i)(x) is for a term of greater than three (3) years and (y) requires payment by Manager or Tenant aggregate annual payments in excess of $5,000,000 in the aggregate for the term or (ii) requires aggregate annual payments by Manager or Tenant in excess of $5,000,000500,000, other than contractsleases, leases licenses or other agreements contracts which are specifically identified in consistent with the Annual Budget; provided provided, that the dollar amount specified in this Section 2.2.2 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.3 Except as permitted by Section 5.5.3, borrow any money or incur indebtedness or issue any guaranty in respect of borrowed money, or issue any indemnity or surety obligation outside of the ordinary course of business, in the name and on behalf of TenantOwner; 2.2.4 Grant or create any lien or security interest on the Managed Facility Facilities or any part thereof or interest therein; provided provided, that the foregoing shall not be deemed to restrict Manager from incurring trade payables, ordinary course advances for travel, entertainment or relocation or granting credit or refunds to patrons for goods and services incurred in the ordinary course of business in the Operation of the Managed Facility Facilities in accordance with this Agreement and Applicable LawsAgreement; 2.2.5 Sell or otherwise dispose of the Managed Facility Facilities or any part thereof or interest therein, including FF&E and Managed Facilities IPFF&E, except for the sale of inventory and the disposal of obsolete or worn out or damaged items, each in the ordinary course of business or as contemplated in the Annual Budget or Capital Budget; 2.2.6 Commence any ROI Capital Improvements, except as directed by Tenant Owner or as included in the Capital Budget, or commence any Building Capital Improvements, except in each case if required by the Lease or if required by the Operating Standard as determined hereunderpursuant to Section 5.1.4 and Expert Resolution under Article XVII or Operating Limitations; 2.2.7 Hire or replace individuals for the positions of Senior Executive Personnel; 2.2.8 Submit, settle, adjust or otherwise resolve any casualty insurance claim related to the Managed Facility Facilities involving losses or casualties in excess of $5,000,000500,000; provided provided, that the amount specified in this Section 2.2.8 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.9 Enter into any contract or transaction with an Affiliate of Manager, except as expressly provided for in this Agreement or expressly permitted in the Related Agreements or the Annual Budget (it being understood that any such contract or transaction entered into with an Affiliate of Manager and not approved in writing pursuant to this Section 2.2 shall first comply with the provisions of Section 5.6 or Section 5.8, as applicable); 2.2.10 Confess any judgment, make any assignment for the benefit of creditors, admit an inability to pay debts as they become due in the ordinary course of business, file a voluntary bankruptcy or consent to any involuntary bankruptcy of any Party with respect to the Managed Facility Facilities or TenantOwner; 2.2.10 2.2.11 Initiate or settle any real or personal property tax appeals or claims involving property of TenantOwner, unless directed by Tenant in writingOwner; 2.2.11 2.2.12 Acquire any land or interest in land in the name of TenantOwner; 2.2.12 2.2.13 Consent to any Condemnation or Taking condemnation relating to the Managed Facility;Facilities, except with respect to Manager’s interests under this Agreement as contemplated in Section 15.2; or 2.2.13 2.2.14 File with any Governmental Authority any federal or state income tax return applicable to Tenant; or 2.2.14 Execute, amend, modify, provide written waiver of rights under or terminate any collective bargaining, recognition, neutrality or other material labor agreements solely involving the Managed Facility Personnel; provided that with respect to the execution, amendment, modification, waiver of rights under or termination of any collective bargaining, recognition, neutrality or other material labor agreements which involve both Managed Facility Personnel and other employees providing services at properties that are owned by or managed by Manager’s Affiliates, the consent of Tenant shall be required, which consent shall not be unreasonably withheld, conditioned or delayedOwner.

Limitations on Manager Authority. Notwithstanding the grant of authority given to Manager in Section 2.1, and without limiting any of the other circumstances under which Landlord’s or Tenant’s approval is specifically required under this Agreement, subject in all events to the Master Lease, in the event that, at the applicable time, (a) Manager is not a wholly owned subsidiary of CEC and (b) Tenant is not a Controlled Subsidiary of CEC, then at such time Manager shall not take any of the following actions without Tenant’s prior written approval: 2.2.1 Settle any claim (a) regardless of the amount, admitting intentional misconduct or fraud or (b) arising out of the Operation Operations of the Managed Facility Facilities which involves an amount in excess of $5,000,000 that is not fully covered (other than deductible amounts) by insurance or as to which the insurance denies coverage or “reserves rights” as to coverage; provided that the dollar amount specified in this Section 2.2.1 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.2 Execute, amend, modify, provide a written waiver of rights under or terminate (a) the Master Lease, (b) any ground lease with respect to the Leased Property, or (c) any contract, lease, equipment lease or other agreement (or a series of contracts, leases, equipment leases or other agreements relating to the same or similar property, equipment, goods or services, as applicable, in each case with the same or a related party) that (i)(x) is for a term of greater than three (3) years and (y) requires payment by Manager or Tenant in excess of $5,000,000 in the aggregate for the term or (ii) requires aggregate annual payments by Manager or Tenant in excess of $5,000,000, other than contracts, leases or other agreements which are specifically identified in the Annual Budget; provided that the dollar amount specified in this Section 2.2.2 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.3 Except as permitted by Section 5.5.3, borrow any money or incur indebtedness or issue any guaranty in respect of borrowed money, or issue any indemnity or surety obligation outside of the ordinary course of business, in the name and on behalf of Tenant; 2.2.4 Grant or create any lien or security interest on the Managed Facility or any part thereof or interest therein; provided that the foregoing shall not be deemed to restrict Manager from incurring trade payables, ordinary course advances for travel, entertainment or relocation or granting credit or refunds to patrons for goods and services incurred in the ordinary course of business in the Operation of the Managed Facility in accordance with this Agreement and Applicable Laws; 2.2.5 Sell or otherwise dispose of the Managed Facility or any part thereof or interest therein, including FF&E and Managed Facilities IP, except for the sale of inventory and the disposal of obsolete or worn out or damaged items, each in the ordinary course of business or as contemplated in the Annual Budget or Capital Budget; 2.2.6 Commence any ROI Capital Improvements, except as directed by Tenant or as included in the Capital Budget, or commence any Building Capital Improvements, except in each case if required by the Lease or if required by the Operating Standard as determined hereunder; 2.2.7 Hire or replace individuals for the positions of Senior Executive Personnel; 2.2.8 Submit, settle, adjust or otherwise resolve any casualty insurance claim related to the Managed Facility involving losses or casualties in excess of $5,000,000; provided that the amount specified in this Section 2.2.8 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.9 Confess any judgment, make any assignment for the benefit of creditors, admit an inability to pay debts as they become due in the ordinary course of business, file a voluntary bankruptcy or consent to any involuntary bankruptcy of any Party with respect to the Managed Facility or Tenant; 2.2.10 Initiate or settle any real or personal property tax appeals or claims involving property of Tenant, unless directed by Tenant in writing; 2.2.11 Acquire any land or interest in land in the name of Tenant; 2.2.12 Consent to any Condemnation or Taking relating to the Managed Facility; 2.2.13 File with any Governmental Authority any federal or state income tax return applicable to Tenant; or 2.2.14 Execute, amend, modify, provide written waiver of rights under or terminate any collective bargaining, recognition, neutrality or other material labor agreements solely involving the Managed Facility Personnel; provided that with respect to the execution, amendment, modification, waiver of rights under or termination of any collective bargaining, recognition, neutrality or other material labor agreements which involve both Managed Facility Personnel and other employees providing services at properties that are owned by or managed by Manager’s Affiliates, the consent of Tenant shall be required, which consent shall not be unreasonably withheld, conditioned or delayed.

Limitations on Manager Authority. Notwithstanding the grant of authority given to Manager in Section 2.1, and without limiting any of the other circumstances under which Landlord’s or TenantOwner’s approval is specifically required under this Agreement, subject in all events to the Lease, in the event that, at the applicable time, (a) Manager is not a wholly owned subsidiary of CEC and (b) Tenant is not a Controlled Subsidiary of CEC, then at such time Manager shall not take any of the following actions without TenantOwner’s prior written approval: 2.2.1 Settle any claim (a) regardless of the amount, admitting intentional misconduct or fraud or (b) arising out of the Operation Operations of the Managed Facility Facilities which involves an amount in excess of $5,000,000 500,000 that is not fully covered (other than deductible amounts) by insurance or as to which the insurance denies coverage or “reserves rights” as to coverage; provided provided, that the dollar amount specified in this Section 2.2.1 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.2 Execute, amend, modify, provide a written waiver of rights under or terminate (a) the Lease, (b) any ground lease with respect to the Leased Property, or (c) any contract, lease, equipment lease or other agreement (in each case, or a series of contracts, leases, equipment leases or other agreements relating to the same or similar property, equipment, goods or services, as applicable, in each case with the same or a related party) that (i)(xa)(i) is for a term of greater than three (3) years and (yii) requires payment by Manager or Tenant in excess of $5,000,000 in the aggregate for the term 500,000 or (iib) requires aggregate annual payments by Manager or Tenant in excess of $5,000,000500,000, other than contracts, leases or other agreements which are specifically identified in the Annual Budget; provided provided, that the dollar amount specified in this Section 2.2.2 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.3 Except as permitted by Section 5.5.3, borrow any money or incur indebtedness or issue any guaranty in respect of borrowed money, or issue any indemnity or surety obligation outside of the ordinary course of business, in the name and on behalf of TenantOwner; 2.2.4 Grant or create any lien or security interest on the Managed Facility Facilities or any part thereof or interest therein; provided provided, that the foregoing shall not be deemed to restrict Manager from incurring trade payables, ordinary course advances for travel, entertainment or relocation or granting credit or refunds to patrons for goods and services incurred in the ordinary course of business in the Operation of the Managed Facility Facilities in accordance with this Agreement and Applicable LawsAgreement; 2.2.5 Sell or otherwise dispose of the Managed Facility Facilities or any part thereof or interest therein, including FF&E and Managed Facilities IPFF&E, except for the sale of inventory and the disposal of obsolete or worn out or damaged items, each in the ordinary course of business or as contemplated in the Annual Budget or Capital Budget; 2.2.6 Commence any ROI Capital Improvements, except as directed by Tenant Owner or as included in the Capital Budget, or commence any Building Capital Improvements, except in each case if required by the Lease or if required by the Operating Standard as determined hereunderpursuant to Section 5.1.4 and Expert Resolution under Article XVII or Operating Limitations; 2.2.7 Hire or replace individuals for the positions of Senior Executive Personnel; 2.2.8 Submit, settle, adjust or otherwise resolve any casualty insurance claim related to the Managed Facility Facilities involving losses or casualties in excess of $5,000,000500,000; provided provided, that the amount specified in this Section 2.2.8 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.9 Enter into any contract or transaction with an Affiliate of Manager, except as expressly provided for in this Agreement or expressly permitted in the Annual Budget (it being understood that any such contract or transaction entered into with an Affiliate of Manager and not approved in writing pursuant to this Section 2.2 shall first comply with the provisions of Section 5.6 or Section 5.8, as applicable); 2.2.10 Confess any judgment, make any assignment for the benefit of creditors, admit an inability to pay debts as they become due in the ordinary course of business, file a voluntary bankruptcy or consent to any involuntary bankruptcy of any Party with respect to the Managed Facility Facilities or TenantOwner; 2.2.10 2.2.11 Initiate or settle any real or personal property tax appeals or claims involving property of TenantOwner, unless directed by Tenant Owner in writing; 2.2.11 2.2.12 Acquire any land or interest in land in the name of TenantOwner; 2.2.12 2.2.13 Consent to any Condemnation or Taking condemnation relating to the Managed FacilityFacilities, except with respect to Manager’s interests under this Agreement as contemplated in Section 15.2; 2.2.13 2.2.14 File with any Governmental Authority any federal or state income tax return applicable to TenantOwner; or 2.2.14 2.2.15 Execute, amend, modify, provide written waiver of rights under or terminate any collective bargaining, recognition, neutrality or other material labor agreements solely involving the Managed Facility Facilities Personnel; provided provided, that with respect to the execution, amendment, modification, waiver of rights under or termination of any collective bargaining, recognition, neutrality or other material labor agreements which involve both Managed Facility Facilities Personnel and other employees providing services at properties that are owned by or managed by Manager’s AffiliatesAffiliates (other than any of the Growth Managed Facilities), the consent of Tenant Owner shall be required, which consent shall not be unreasonably withheld, conditioned or delayed.

Limitations on Manager Authority. Notwithstanding the grant of authority given to Manager in Section 2.1, and without limiting any of the other circumstances under which Landlord’s or TenantOwner’s approval is specifically required under this Agreement, subject in all events to the Lease, in the event that, at the applicable time, (a) Manager is not a wholly owned subsidiary of CEC and (b) Tenant is not a Controlled Subsidiary of CEC, then at such time Manager shall not take any of the following actions without TenantOwner’s prior written approval: 2.2.1 Settle any claim (a) regardless of the amount, admitting intentional misconduct or fraud or (b) arising out of the Operation Operations of the Managed Facility Facilities which involves an amount in excess of $5,000,000 500,000 that is not fully covered (other than deductible amounts) by insurance or as to which the insurance denies coverage or “reserves rights” as to coverage; provided provided, that the dollar amount specified in this Section 2.2.1 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.2 Execute, amend, modify, provide a written waiver of rights under or terminate (a) the Lease, (b) Execute any ground lease with respect to the Leased Property, or (c) any contract, lease, equipment lease or other agreement (or a series of contracts, leases, equipment leases or other agreements relating to the same or similar property, equipment, ) or other leases or contracts (or series of contracts relating to the same or similar goods or services, as applicable, in each case with the same or a related party) that (i)(x) is for a term of greater than three (3) years and (y) requires payment by Manager or Tenant aggregate annual payments in excess of $5,000,000 in the aggregate for the term or (ii) requires aggregate annual payments by Manager or Tenant in excess of $5,000,000500,000, other than contractsleases, leases licenses or other agreements contracts which are specifically identified in consistent with the Annual Budget; provided provided, that the dollar amount specified in this Section 2.2.2 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.3 Except as permitted by Section 5.5.3, borrow any money or incur indebtedness or issue any guaranty in respect of borrowed money, or issue any indemnity or surety obligation outside of the ordinary course of business, in the name and on behalf of TenantOwner; 2.2.4 Grant or create any lien or security interest on the Managed Facility Facilities or any part thereof or interest therein; provided provided, that the foregoing shall not be deemed to restrict Manager from incurring trade payables, ordinary course advances for travel, entertainment or relocation or granting credit or refunds to patrons for goods and services incurred in the ordinary course of business in the Operation of the Managed Facility Facilities in accordance with this Agreement and Applicable LawsAgreement; 2.2.5 Sell or otherwise dispose of the Managed Facility Facilities or any part thereof or interest therein, including FF&E and Managed Facilities IPFF&E, except for the sale of inventory and the disposal of obsolete or worn out or damaged items, each in the ordinary course of business or as contemplated in the Annual Budget or Capital Budget; 2.2.6 Commence any ROI Capital Improvements, except as directed by Tenant Owner or as included in the Capital Budget, or commence any Building Capital Improvements, except in each case if required by the Lease or if required by the Operating Standard as determined hereunderpursuant to Section 5.1.4 and Expert Resolution under Article XVII or Operating Limitations; 2.2.7 Hire or replace individuals for the positions of Senior Executive Personnel; 2.2.8 Submit, settle, adjust or otherwise resolve any casualty insurance claim related to the Managed Facility Facilities involving losses or casualties in excess of $5,000,000500,000; provided provided, that the amount specified in this Section 2.2.8 shall be increased on January 1 of every third Operating Year by the percentage increase in the Index since January 1 of the first Operating Year or the date of the prior increase, as applicable; 2.2.9 Enter into any contract or transaction with an Affiliate of Manager, except as expressly provided for in this Agreement or expressly permitted in the Related Agreements or 702580413 11172554 8 the Annual Budget (it being understood that any such contract or transaction entered into with an Affiliate of Manager and not approved in writing pursuant to this Section 2.2 shall first comply with the provisions of Section 5.6 or Section 5.8, as applicable); 2.2.10 Confess any judgment, make any assignment for the benefit of creditors, admit an inability to pay debts as they become due in the ordinary course of business, file a voluntary bankruptcy or consent to any involuntary bankruptcy of any Party with respect to the Managed Facility Facilities or TenantOwner; 2.2.10 2.2.11 Initiate or settle any real or personal property tax appeals or claims involving property of TenantOwner, unless directed by Tenant in writingOwner; 2.2.11 2.2.12 Acquire any land or interest in land in the name of TenantOwner; 2.2.12 2.2.13 Consent to any Condemnation or Taking condemnation relating to the Managed Facility;Facilities, except with respect to Manager’s interests under this Agreement as contemplated in Section 15.2; or 2.2.13 2.2.14 File with any Governmental Authority any federal or state income tax return applicable to Tenant; or 2.2.14 Execute, amend, modify, provide written waiver of rights under or terminate any collective bargaining, recognition, neutrality or other material labor agreements solely involving the Managed Facility Personnel; provided that with respect to the execution, amendment, modification, waiver of rights under or termination of any collective bargaining, recognition, neutrality or other material labor agreements which involve both Managed Facility Personnel and other employees providing services at properties that are owned by or managed by Manager’s Affiliates, the consent of Tenant shall be required, which consent shall not be unreasonably withheld, conditioned or delayedOwner.