Common use of Limitations on Operator’s Authority Clause in Contracts

Limitations on Operator’s Authority. Operator shall have no authority to do any of the following without Lessee’s prior written approval in each instance, which may be withheld in Lessee’s sole and absolute discretion: (a) Borrow money, guaranty the debts of any third person, or mortgage, pledge, grant a security interest in or otherwise encumber all or any part of the Hotel; (b) Enter into any lease for the use of any item of FF&E or other property; (c) Enter into any agreement, lease, license or concession agreement for office, retail, lobby or other commercial space at the Hotel; (d) Incur any liabilities or obligations to third parties which are unrelated to the operation, maintenance and security of the Hotel or to the performance of Operator’s responsibilities under this Agreement; (e) Engage in collective bargaining with the bargaining representative or representatives of Hotel employees, enter into collective bargaining agreements, or modify or renew existing Union Agreements, or approve across-the-board wage increases affecting any class of Hotel Employees; (f) Enter into any contract or other arrangement (or series of related contracts or arrangements) if (i) the contract or other arrangement would, or are reasonably anticipated to, exceed $10,000 in the aggregate, (ii) the term of such contract or other arrangement is in excess of one year, or (iii) the contract or other arrangement is not terminable by Lessee or Operator without payment or penalty upon not less than thirty (30) days’ notice, or (iv) if the contract is for the employment of any member of the Executive Staff or other Hotel Employee; (g) Settle any casualty and insurance claims which involve, or which are reasonably estimated to involve, amounts in excess of $10,000, and any condemnation awards regardless of amount; (h) Institute or defend any Legal Proceedings with respect to the Hotel, other than as required by Section 3.02 (h); (i) Employ any professional firm for more than $10,000 in the aggregate except as set forth in the Annual Plan, or enter into any arrangement for the employment of any attorney or accountant; (j) Prosecute or settle any tax claims or appeals; (k) Purchase goods, supplies and services from itself or any Affiliate of Operator, or enter into any other transaction with an Affiliate of Operator, unless (i) such purchase from or other transaction with Operator or any Affiliate of Operator is disclosed in the Annual Plan or (ii) prior to the consummation of such transaction all of the prices and other terms thereof and the identity of the vendor and its relationship to Operator shall have been disclosed to and approved by Lessee, which may be withheld in Lessee’s sole discretion. Lessee may require that the supplier of any goods, supplies or services for the Hotel be selected through competitive bidding by qualified independent third parties, with the transaction being awarded to the lowest bidder. Except to the extent disclosed to Lessee in advance and approved by Lessee in its sole and absolute discretion, neither Operator nor any Affiliate of Operator shall charge or receive any xxxx-up, profit or purchasing fee on the purchase by or for the Hotel of any goods, supplies or services. Operator shall ensure that the prices and terms of goods and services purchased under such contracts are competitive with the prices and terms of goods and services of equal quality available from others. Operator shall use its best efforts to obtain the maximum available discounts and rebates on purchases and the most favorable terms available. Any allowances, credits, rebates, discounts and the like received with respect to any such purchases shall be for the account of Lessee, and if received by Operator or any of its Affiliates, shall be turned over to Lessee; (l) Provide complimentary rooms or services to any guests, employees or other persons except in accordance with Operator’s policies approved by Lessee or for which the business purpose for the benefit of the Hotel is properly documented; (m) Acquire on behalf of Lessee any land or any interest therein; (n) Consent to any condemnation or participate in any condemnation proceeding relating to the Hotel, the Site or any portion thereof; (o) Sell, transfer or otherwise dispose of all or any portion of the Hotel or any capital assets of the Hotel or other interest therein, except for dispositions of FF&E to the extent expressly provided for in the Annual Plan; (p) Perform any alterations to the Hotel or any portion thereof except to the extent Operator’s performance of any such alteration shall be expressly provided for in the Annual Plan; (q) Take any other action which, under the terms of this Agreement, is prohibited or requires the approval of Lessee; (r) Lease or rent any one or more of the Hotel’s ballroom, bar or restaurant for periods in excess of two (2) consecutive weeks; and (s) Do or take any other action that shall be contrary to any written directions of Lessee or limitations on Operator’s authority imposed by Lessee pursuant to any other provision of this Agreement.

Limitations on Operator’s Authority. Operator shall have no authority onbehalf of Owner to do any of the following without LesseeOwner’s prior written approval in each instance, which may be withheld in LesseeOwner’s sole and absolute discretion: (a) Borrow money, guaranty the debts of any third person, or mortgage, pledge, grant a security interest in or otherwise encumber all or any part of the Hotel; (b) Enter into any lease for the use of any item of FF&E Furnishings and Equipment or other property; (c) Enter into any agreement, lease, license or concession agreement for office, retail, lobby or other commercial space at the Hotel; (d) Incur any liabilities or obligations to third parties which are unrelated to the operation, maintenance and security of the Hotel or to the performance of Operator’s responsibilities under this Agreement; (e) Engage in collective bargaining with the bargaining representative or representatives of Hotel employees, employees enter into collective bargaining agreements, or modify or renew existing Union Agreements, or approve across-the-board wage increases affecting any class of Hotel Employees; (f) Enter into any contract or other arrangement (or series of related contracts or arrangements) if (i) the contract or other arrangement would, or are reasonably anticipated to, exceed $10,000 in the aggregate, (ii) the term of such contract or other arrangement is in excess of one year, or (iii) the contract or other arrangement is not terminable by Lessee Owner or Operator without payment or penalty upon not less than thirty (30) days’ days notice, or (iv) if . Operator shallnevertheless promptly report to Owner the execution of each such contract is for having a liability to the employment Hotel of any member in excess of the Executive Staff or other Hotel Employee$5,000; (g) Settle any casualty and insurance claims which involve, or which are reasonably estimated to involve, amounts in excess of $10,000, and any condemnation awards regardless of amount; (h) Institute or defend any Legal Proceedings with respect to the Hotel, other than as required by Section 3.02 2.2 (h); (i) Employ any professional firm for more than $10,000 in the aggregate except as set forth in the Annual Plan, or enter into any arrangement for the employment of any attorney or accountantaccountant (other than legal counsel retained to collect accounts receivable); (j) Prosecute or settle any tax claims or appeals; (k) Purchase goods, supplies and services from itself or any Affiliate of OperatorofOperator, or enter into any other transaction with an Affiliate of Operator, unless (i) such purchase from or other transaction with Operator or any Affiliate of Operator is disclosed in the Annual Plan or (ii) prior to the consummation of such transaction all of the prices and other terms thereof and the identity of the vendor and its relationship to Operator shall have been disclosed to and approved by LesseeOwner, which may be withheld in LesseeOwner’s sole discretion. Lessee Owner may require that the supplier of any goodsanygoods, supplies or services for the Hotel be selected through competitive bidding by qualified independent third parties, with the transaction being awarded to the lowest bidder. Except to the extent disclosed to Lessee Owner in advance and approved by Lessee Owner in its sole and absolute discretion, neither Operator nor any Affiliate of Operator shall charge or receive any xxxxmxxx-up, profit or purchasing fee on the purchase by or for the Hotel of any goods, supplies or services. Operator shall ensure that the prices and terms of goods and services purchased under such contracts are competitive with the prices and terms of goods and services of equal quality available from others. Operator Manager shall use its best efforts to obtain the maximum available discounts and rebates on purchases and the most favorable terms available. Any allowances, credits, rebates, discounts and the like received with respect to any such purchases shall be for the account of LesseeOwner, and if received by Operator or any of its Affiliates, shall be turned over to LesseeOwner; (l) Provide complimentary rooms or services to any guests, employees or other orother persons except in accordance with Operator’s policies approved by Lessee Owner or for which the business purpose for the benefit of the Hotel is properly documented; (m) Acquire on behalf of Lessee Owner any land or any interest therein; (n) Consent to any condemnation or participate in any condemnation proceeding relating to the Hotel, the Site or any portion thereof; (o) Sell, transfer or otherwise dispose of all or any portion of the Hotel or any capital assets of the Hotel or other interest therein, except for dispositions of FF&E Furnishings and Equipment to the extent expressly provided for in the Annual Plan; (p) Perform any alterations to the Hotel or any portion thereof except to the extent Operator’s performance of any such alteration shall be expressly provided for in the Annual Plan; (q) Take any other action which, under the terms of this Agreement, is prohibited or requires the approval of LesseeOwner; (r) Lease or rent any one or more of the Hotel’s ballroom, bar or restaurant for periods in excess of two (2) consecutive weeks; and (s) Do or take any other action that shall be contrary to any written directions of Lessee Owner or limitations on Operator’s authority imposed by Lessee Owner pursuant to any other provision of this Agreement.

Limitations on Operator’s Authority. Operator shall have no authority to do any of the following without LesseeOwner’s prior written approval in each instance, which may be withheld in LesseeOwner’s sole and absolute discretion: (a) Borrow money, guaranty the debts of any third person, or mortgage, pledge, grant a security interest in or otherwise encumber all or any part of the Hotel; (b) Enter into any lease for the use of any item of FF&E or other property; (c) Enter into any agreement, lease, license or concession agreement for office, retail, lobby or other commercial space at the Hotel; (d) Incur any liabilities or obligations to third parties which are unrelated to the operation, maintenance and security of the Hotel or to the performance of Operator’s responsibilities under this Agreement; (e) Engage in collective bargaining with the bargaining representative or representatives of Hotel employees, enter into collective bargaining agreements, or modify or renew existing Union Agreements, or approve across-the-board wage increases affecting any class of Hotel Employees; (f) Enter into any contract or other arrangement (or series of related contracts or arrangements) if (i) the contract or other arrangement would, or are reasonably anticipated to, exceed $10,000 25,000 in the aggregate, (ii) the term of such contract or other arrangement is in excess of one year, or (iii) the contract or other arrangement is not terminable by Lessee Owner or Operator without payment or penalty upon not less than thirty (30) days’ days notice, or (iv) if the contract is for the employment of any member of the Executive Staff or other Hotel Employee; (g) Settle any casualty and insurance claims which involve, or which are reasonably estimated to involve, amounts in excess of $10,000, and any condemnation awards regardless of amount; (h) Institute or defend any Legal Proceedings with respect to the Hotel, other than as required by Section 3.02 2.2 (h); (i) Employ any professional firm for more than $10,000 in the aggregate except as set forth in the Annual Plan, or enter into any arrangement for the employment of any attorney or accountant; (j) Prosecute or settle any tax claims or appeals; (k) Purchase goods, supplies and services from itself or any Affiliate of Operator, or enter into any other transaction with an Affiliate of Operator, unless (i) such purchase from or other transaction with Operator or any Affiliate of Operator is disclosed in the Annual Plan or (ii) prior to the consummation of such transaction all of the prices and other terms thereof and the identity of the vendor and its relationship to Operator shall have been disclosed to and approved by LesseeOwner, which may be withheld in LesseeOwner’s sole discretion. Lessee Owner may require that the supplier of any goods, supplies or services for the Hotel be selected through competitive bidding by qualified independent third parties, with the transaction being awarded to the lowest bidder. Except to the extent disclosed to Lessee Owner in advance and approved by Lessee Owner in its sole and absolute discretion, neither Operator nor any Affiliate of Operator shall charge or receive any xxxx-up, profit or purchasing fee on the purchase by or for the Hotel of any goods, supplies or services. Operator shall ensure that the prices and terms of goods and services purchased under such contracts are competitive with the prices and terms of goods and services of equal quality available from others. Operator shall use its best efforts to obtain the maximum available discounts and rebates on purchases and the most favorable terms available. Any allowances, credits, rebates, discounts and the like received with respect to any such purchases shall be for the account of LesseeOwner, and if received by Operator or any of its Affiliates, shall be turned over to LesseeOwner; (l) Provide complimentary rooms or services to any guests, employees or other persons except in accordance with Operator’s policies approved by Lessee Owner or for which the business purpose for the benefit of the Hotel is properly documented; (m) Acquire on behalf of Lessee Owner any land or any interest therein; (n) Consent to any condemnation or participate in any condemnation proceeding relating to the Hotel, the Site or any portion thereof; (o) Sell, transfer or otherwise dispose of all or any portion of the Hotel or any capital assets of the Hotel or other interest therein, except for dispositions of FF&E to the extent expressly provided for in the Annual Plan; (p) Perform any alterations to the Hotel or any portion thereof except to the extent Operator’s performance of any such alteration shall be expressly provided for in the Annual Plan; (q) Take any other action which, under the terms of this Agreement, is prohibited or requires the approval of LesseeOwner; (r) Lease or rent any one or more of the Hotel’s ballroom, bar or restaurant for periods in excess of two (2) consecutive weeks; and (s) Do or take any other action that shall be contrary to any written directions of Lessee Owner or limitations on Operator’s authority imposed by Lessee Owner pursuant to any other provision of this Agreement.

Limitations on Operator’s Authority. Operator shall have no authority to do any of the following without Lessee’s prior written approval in each instance, which may be withheld in Lessee’s sole and absolute discretion: (a) Borrow money, guaranty the debts of any third person, or mortgage, pledge, grant a security interest in or otherwise encumber all or any part of the Hotel; (b) Enter into any lease for the use of any item of FF&E or other property, except as may be otherwise specifically provided in this Agreement; (c) Enter into any agreement, lease, license or concession agreement for office, retail, lobby or other commercial space at the Hotel, except as may be otherwise specifically provided in this Agreement; (d) Incur any liabilities or obligations to third parties which are unrelated to the operation, maintenance and security of the Hotel or to the performance of Operator’s 's responsibilities under this Agreement; (e) Engage in collective bargaining with the bargaining representative or representatives of Hotel employees, enter into collective bargaining agreements, or modify or renew existing Union Agreements, or approve across-the-board wage increases affecting any class of Hotel Employees; (f) Enter into any contract or other arrangement (or series of related contracts or arrangements) if (i) the contract or other arrangement would, or are reasonably anticipated to, exceed $10,000 25,000 in the aggregate, (ii) the term of such contract or other arrangement is in excess of one year, or (iii) the contract or other arrangement is not terminable by Lessee or Operator without payment or penalty upon not less than thirty (30) days’ notice, or (iv) if the contract is for the employment of any member of the Executive Staff or other Hotel Employee; (g) Settle any casualty and insurance claims which involve, or which are reasonably estimated to involve, amounts in excess of $10,000, and any condemnation awards regardless of amount; (h) Institute or defend any Legal Proceedings with respect to the Hotel, other than as required by Section 3.02 (h); (i) Employ any professional firm for more than $10,000 in the aggregate except as set forth in the Annual Plan, or enter into any arrangement for the employment of any attorney or accountant; (j) Prosecute or settle any tax claims or appeals; (k) Purchase goods, supplies and services from itself or any Affiliate of Operator, or enter into any other transaction with an Affiliate of Operator, unless (i) such purchase from or other transaction with Operator or any Affiliate of Operator is disclosed in the Annual Plan or (ii) prior to the consummation of such transaction all of the prices and other terms thereof and the identity of the vendor and its relationship to Operator shall have been disclosed to and approved by Lessee, which may be withheld in Lessee’s sole discretion. Lessee may require that the supplier of any goods, supplies or services for the Hotel be selected through competitive bidding by qualified independent third parties, with the transaction being awarded to the lowest bidder. Except to the extent disclosed to Lessee in advance and approved by Lessee in its sole and absolute discretion, neither Operator nor any Affiliate of Operator shall charge or receive any xxxx-up, profit or purchasing fee on the purchase by or for the Hotel of any goods, supplies or services. Operator shall ensure that the prices and terms of goods and services purchased under such contracts are competitive with the prices and terms of goods and services of equal quality available from others. Operator shall use its best efforts to obtain the maximum available discounts and rebates on purchases and the most favorable terms available. Any allowances, credits, rebates, discounts and the like received with respect to any such purchases shall be for the account of Lessee, and if received by Operator or any of its Affiliates, shall be turned over to Lessee; (l) Provide complimentary rooms or services to any guests, employees or other persons except in accordance with Operator’s policies approved by Lessee or for which the business purpose for the benefit of the Hotel is properly documented; (m) Acquire on behalf of Lessee any land or any interest therein; (n) Consent to any condemnation or participate in any condemnation proceeding relating to the Hotel, the Site or any portion thereof; (o) Sell, transfer or otherwise dispose of all or any portion of the Hotel or any capital assets of the Hotel or other interest therein, except for dispositions of FF&E to the extent expressly provided for in the Annual Plan; (p) Perform any alterations to the Hotel or any portion thereof except to the extent Operator’s 's performance of any such alteration shall be expressly provided for in the Annual Plan; (q) Take any other action which, under the terms of this Agreement, is prohibited or requires the approval of Lessee; (r) Lease or rent any one or more of the Hotel’s 's ballroom, bar or restaurant for periods in excess of two (2) consecutive weeks; and (s) Do or take any other action that shall be contrary to any written directions of Lessee or limitations on Operator’s authority imposed by Lessee pursuant to any other provision of this Agreement.