Management Agreements; Development Management Agreement Sample Clauses

Management Agreements; Development Management Agreement. Neither Borrower nor Hotel Lessee shall, without Administrative Agent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel any Management Agreement or the Development Management Agreement; provided, that Borrower or Hotel Lessee may, without Administrative Agent’s consent, replace any Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and Administrative Agent is provided with at least sixty (60) days’ prior written notice; (ii) reduce or consent to the reduction of, or increase or extend or consent to the increase or extension of, the term of any Management Agreement; (iii) increase or consent to the increase of the amount of any charges or fees under any Management Agreement or the Development Management Agreement; (iv) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies, or increase its obligations, under, any Management Agreement in any material respect; (v) suffer or permit the occurrence of continuance a default beyond any applicable cure period under any Management Agreement (or any successor management agreement) if such default permits the manager to terminate or cancel a Management Agreement (or any successor management agreement). Neither Borrower nor Hotel Lessee shall (i) consent to any Manager’s assignment or subcontracting such Manager’s rights, duties or responsibilities under the Management Agreement to any other Person without the express written consent of Administrative Agent, except to the extent expressly permitted without the consent of Borrower or Hotel Lessee, as applicable, under the terms of the Management Agreement, or (ii) grant its consent to the Development Manager under the Development Management Agreement to assign or subcontract its rights, duties or responsibilities under the Development Management Agreement to any other Person without the express written consent of Administrative Agent, except to the extent expressly permitted without the consent of Borrower under the terms of the Development Management Agreement. During the continuance of an Event of Default, neither Borrower nor Hotel Lessee shall exercise any rights, make any decisions, grant any approvals or otherwise take any action under any Management Agreement or the Development Management Agreement without the prior written consent of Administrative Agent, which cons...
Sample 1
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Management Agreements; Development Management Agreement. Borrower shall deliver to Administrative Agent, within ten (10) Business Days of the receipt thereof by Borrower, Hotel Lessee or Mortgage Borrower, a copy of all material reports prepared by (i) each Manager pursuant to each Management Agreement (including the Annual Operating Budget and any inspection reports, and reports of monthly revenues and fees payable to the Manager and the basis for the calculation thereof), and (ii) Development Manager pursuant to the Development Management Agreement (including reports of monthly revenues and fees payable to the Development Manager and the basis for the calculation thereof).
Sample 1
Management Agreements; Development Management Agreement. Borrower and Hotel Lessee shall deliver to Administrative Agent, within ten (10) Business Days of the receipt thereof by Borrower or Hotel Lessee, a copy of all material reports prepared by (i) each Manager pursuant to each Management Agreement (including the Annual Operating Budget and any inspection reports, and reports of monthly revenues and fees payable to the Manager and the basis for the calculation thereof) and (ii) Development Manager pursuant to the Development Management Agreement (including reports of monthly revenues and fees payable to the Development Manager and the basis for the calculation thereof).
Sample 1

Related to Management Agreements; Development 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.

  • 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.

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • 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.

  • 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.

  • Services Agreement The Company has entered into the Services Agreement with the Sponsor pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month, subject to adjustment as provided for in the Services Agreement. Prior to the consummation of a Business Combination, the Company shall not enter into any other arrangement for the provision of such services with any Insider that will require the Company to pay in excess of $10,000 per month for such services.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Marketing Agreement The Company shall have entered into, ------------------- executed and delivered the Marketing Agreement.

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