Manager Not Obligated to Execute Project Contracts Sample Clauses

Manager Not Obligated to Execute Project Contracts. Notwithstanding anything to the contrary in this Agreement, except as expressly required in a Delegation of Authority, in no event shall Manager be required to: (i) enter into any Project Contracts, Project Contract Modifications, applications or assurances with respect to Governmental Approvals or bonds, or any other document, instrument or agreement on behalf of HPS; (ii) enter into any such contracts, documents and agreements in its own name; or (iii) execute or enter into any loan document as agent for HPS or certify (or perform a similar function) to any lender as to any information in connection with the Managed Improvements, Managed Design or Vertical Improvements, regardless of whether such certification and the delivery thereof by HPS to a lender is required under the applicable loan documents.
Sample 1
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Manager Not Obligated to Execute Project Contracts. Notwithstanding anything to the contrary in this Agreement, except as expressly required in a Delegation of Authority, in no event shall Manager be required to: (i) enter into any Project Contracts, Project Contract Modifications, applications or assurances with respect to Governmental Approvals or bonds, or any other document, instrument or agreement on behalf of Lennar Concord; (ii) enter into any such contracts, documents and agreements in its own name; or (iii) execute or enter into any loan document as agent for Lennar Concord or certify (or perform a similar function) to any lender as to any information in connection with the Project, regardless of whether such certification and the delivery thereof by Lennar Concord to a lender is required under the applicable loan documents; provided, however, if, in order to obtain the Entitlements, Lennar Concord is required to give any written representations to any Governmental Entity with respect to the subject matter of the Services performed by Manager hereunder and relating to any period after the Effective Date, then on the request of Lennar Concord given prior to giving such representations Manager shall give Lennar Concord a written representation to the knowledge of the Manager Representatives regarding the accuracy of the factual matters underlying such representations to such Governmental Entities and Lennar Concord may rely on such representations in giving such representation to such Governmental Entities.
Sample 1
Manager Not Obligated to Execute Project Contracts. Notwithstanding anything to the contrary in this Agreement, except as expressly required in a Delegation of Authority, in no event shall Manager be required to: (i) enter into any Project Contracts, Project Contract Modifications, applications or assurances with respect to Governmental Approvals or bonds, or any other document, instrument or agreement on behalf of TIH or TICD; (ii) enter into any such contracts, documents and agreements in its own name; or (iii) execute or enter into any loan document as agent for TIH or TICD or certify (or perform a similar function) to any lender as to any information in connection with the Managed Improvements, the Managed Design or the Vertical Improvements, regardless of whether such certification and the delivery thereof by TIH or TICD to a lender is required under the applicable loan documents.
Sample 1
Manager Not Obligated to Execute Project Contracts. Notwithstanding anything to the contrary in this Agreement, except as expressly required in a Delegation of Authority, in no event shall Manager be required to: (i) enter into any Project Contracts, Project Contract Modifications, applications or assurances with respect to Governmental Approvals or bonds, or any other document, instrument or agreement on behalf of CPHP; (ii) enter into any such contracts, documents and agreements in its own name; or (iii) execute or enter into any loan document as agent for CPHP or certify (or perform a similar function) to any lender as to any information in connection with the Managed Improvements, regardless of whether such certification and the delivery thereof by CPHP to a lender is required under the applicable loan documents.
Sample 1

Related to Manager Not Obligated to Execute Project Contracts

  • Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.

  • Management Contracts The Recipient agrees that from the date hereof until the date on which none of the Infrastructure Bonds, of which the proceeds were used to pay or reimburse the costs of the Project, remain outstanding (the "Agreement Term"): a. The Recipient will not contract with any Private Person to manage the Project or any portion thereof unless all of the following conditions are met: (A) at least 50% of the compensation of the Private Person is based on a periodic, fixed fee that contains no incentive adjustments, and no amount of compensation is based on a share of net profits; (B) the compensation is reasonable in relation to the services performed; (C) the term of the contract does not exceed five (5) years (including any renewal option periods provided for in the contract); (D) if the term of the contract exceeds three (3) years, the Recipient is able to cancel the contract without penalty or cause at the end of each three-year period of the contract; (E) any automatic increases in the periodic, fixed fee may not exceed the percentage increases determined by an external standard set forth in the contract for computing increases; and (F) any new contract with a Private Person which is subject to this subparagraph F.2. will be subject to the requirements of (A) through (F) of this subparagraph F.2.a.; and b. If the Recipient is subject to subparagraph F.2.a. above and it enters into contracts with Private Persons described in subparagraph F.2.a., and the Governing Body of the recipient numbers five (5) or more members, no more than one (1) member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. If the Governing Body of the Recipient numbers less than five (5), no member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. Similarly, if the Governing Body of the Private Person numbers five (5) or more members, no more than one (1) of those members may be an employee or member of the Governing Body of the Recipient. However, in no event may a member or employee of both the Recipient and Private Person be the Chief Executive Officer or its equivalent of the Recipient or the Private Person. Members of the Governing Body of the Recipient may not own a controlling interest in the Private Person.

  • 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.

  • 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.

  • Actions of Custodian Based on Proper Instructions and Special Instructions So long as and to the extent that the Custodian acts in accordance with (a) Proper Instructions or Special Instructions, as the case may be, and (b) the terms of this Agreement, the Custodian shall not be responsible for the title, validity or genuineness of any property, or evidence of title thereof, received by it or delivered by it pursuant to this Agreement.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT (a) 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, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and 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. (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E 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). (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

  • Rent Rolls; Operating Histories The Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Certified Operating Histories collectively report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time, it being understood that for mortgaged properties acquired with the proceeds of a Mortgage Loan, Certified Operating Histories may not have been available.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Assignment Amendments Waiver and Contract Complete 032620-FDX

  • CONTINGENT ASSIGNMENT OF SUBCONTRACTS ‌ In the event of any suspension or termination of the Construction Contract, Contractor is hereby deemed to have offered to assign to City all its interest in contracts with Subcontractors now or hereafter entered into by Contractor for performance of any part of the Work. The assignment will be effective upon acceptance by City in writing and only as to those contracts which City designates in writing. City may accept, at its sole election, said assignment at any time during the course of the Work and prior to Final Completion in the event of a suspension or termination of Contractor's rights under the Contract Documents. Such assignment is part of the consideration to City for entering into the Contract with Contractor and may not be withdrawn prior to Final Completion.

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