Manager’s Covenants. From the Management Commencement Date until the Expiration Date or earlier termination of this Agreement, Manager covenants that it shall satisfy the following requirements: (a) Manager shall not permit wagering activities to be conducted at or in connection with the Hotels by any Person who is engaged in the business of accepting xxxxxx and who is legally authorized to engage in such business at or in connection with the Hotels; and (b) Manager shall not sublet the Hotels or enter into any similar arrangement on any basis such that the rental or other amounts to be paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.
Manager’s Covenants. Until the end of the Term or the Defeasance of the entire unpaid Principal, Manager hereby covenants and agrees with Lender that:
Manager’s Covenants. Provided Renter is abiding by the conditions and terms of this Agreement, Renter may use and enjoy the Premises without hindrance.
Manager’s Covenants. From the Management Commencement Date until the Expiration Date or earlier termination of this Agreement, Manager covenants that it shall satisfy the following requirements: (a) Manager shall not permit wagering activities to be conducted at or in connection with the Hotels by any Person who is engaged in the business of accepting xxxxxx and who is legally authorized to engage in such business at or in connection with the Hotels; (b) Manager shall not own, actually or constructively (within the meaning of Section 856(d)(5) of the Code), more than thirty-five percent (35%) of the shares of beneficial interest of ESH Hospitality; (c) no more than thirty-five percent (35%) of the ownership interest in Manager’s outstanding stock, membership interests, assets or net profits shall be owned, actually or constructively (within the meaning of Section 856(d)(5) of the Code), by one or more persons owning, actually or constructively (within the meaning of Section 856(d)(5) of the Code), thirty-five percent (35%) or more of the outstanding shares of beneficial interest of ESH Hospitality; (d) Manager shall not sublet the Hotels or enter into any similar arrangement on any basis such that the rental or other amounts to be paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (e) Manager shall operate the Hotels such that each Hotel qualifies as a “qualified lodging facility” as defined in Section 856(d)(9)(D) of the Code; and (f) Manager shall be (or shall be related, within the meaning of Section 856(d)(9)(F) of the Code, to a person that is) actively engaged in the trade or business of operating “qualified lodging facilities” (within the meaning of Section 856(d)(9)(D) of the Code) for a Person who is not a “related person” (within the meaning of Section 856(d)(9)(F) of the Code) with respect to ESH Hospitality or Lessee.
Manager’s Covenants. A. Manager hereby consents and agrees to each and every one of the following covenants and agreements for the benefit of Lender:
Manager’s Covenants. (1) The Manager in the performance of its duties shall:
(a) to the extent it is so able to do, enforce the terms of the Condominium Documents and any amendments thereto which presently exist or which may be made and notified to the Manager in writing, unless otherwise directed by the Board and any legal expenses incurred therewith shall be paid by the Corporation;
(b) immediately communicate to all owners the text and import of any further Condominium Documents;
(c) advise and consult with the Board with respect to any Condominium Documents which in the opinion of the Manager ought to be established to further the harmonious and satisfactory operation of the Property for the common benefit of the owners;
(d) use its best endeavours to prepare and keep current the registers that the Corporation is required to keep from information supplied by the Board, Unit Owners and Occupants and Mortgagees;
(e) collect and receive in trust for the Corporation all moneys payable by the owners, pursuant to the Condominium Documents, as amended from time to time, and others pursuant to any lease or legal obligations of the Corporation and to deposit same in a separate trust account or accounts as required by the Act. The Manager will at all times have the exclusive right of signing, drawing and negotiating all cheques, promissory notes, drafts, bills of exchange and undertaking on behalf of the Corporation for the purpose of:
(i) making payments of all accounts properly incurred by or on behalf of the Corporation,
(ii) assisting, if so requested by the Corporation, in arranging and paying for out of the funds of the Corporation insurance to be obtained and maintained by the Corporation in accordance with the provisions of the Condominium Documents in amounts directed by the Board, provided that such insurance is available to the Corporation from insurance companies authorized to do business in Ontario and provided, however, that the Manager shall not be liable for any claim which is due to failure to effect or maintain adequate insurance,
(iii) repairing and maintaining or causing to be repaired and maintained, those parts of the Property which require repair and maintenance by the Corporation in accordance with the provisions of the Condominium Documents, and, without limiting the generality of the foregoing, such repair and maintenance shall include, without limitation, caring for lands and landscaped areas, removing snow, cleaning and maintaining the common elements inc...
Manager’s Covenants. Each Manager hereby acknowledges that the Business of the Group is conducted throughout the Restricted Territory. Each Manager acknowledges that to protect adequately the interest of Purpose and its Affiliates in the Business and its assets, it is essential that any non-competition and non-solicitation covenants apply to all of the Business and the entire Restricted Territory.
Manager’s Covenants. Manager agrees as follows:
(a) After notice from Lender to Manager, Manager will pay to Lender, or to such person, entity or firm designated by Lender, all income and other moneys due and to become due Borrower under the Management Agreement, until further notice from Lender.
(b) After the date of this Collateral Assignment, no amendment or modification of the Management Agreement shall be valid as against Lender unless Lender has approved such amendment or modification in writing.
(c) The Manager shall not terminate the Management Agreement or cease to perform the services contracted for under the Management Agreement for any reason, including but not limited to Borrower's failure to make any payments to the Manager, without giving Lender thirty (30) days' prior notice of such intention, in order that Lender may cure the Borrower's default and/or exercise its rights under this Collateral Assignment.
(d) Upon the occurrence of an Event of Default under the Loan Documents, Manager may be removed and the Management Agreement terminated by Lender, without payment of any cancellation or termination fee, penalty or other liability, at any time upon notice to the Manager of such Event of Default and termination.
(e) The Management Agreement shall be terminable by the owner of the Mortgaged Property upon thirty (30) days' prior notice to Manager without payment of any cancellation or termination fee, penalty or other liability.
Manager’s Covenants. The Manager hereby covenants to the Physician Members that:
(a) It will at all times act in a fiduciary manner with respect to the Company and the Physician Members.
(b) Except as provided in Articles III and XI, it will serve as the Manager of the Company until the Company is terminated without reconstitution; and
(c) It will cause the Company to carry adequate public liability, property damage and other insurance as is customary in the business to be engaged in by the Company.
Manager’s Covenants. 6.3.1 During the Term, Manager shall not permit wagering activities to be conducted at or in connection with the Property by any person who is engaged in the business of accepting xxxxxx and who is legally authorized to engage in such business at or in connection with the Property.
6.3.2 During the Term, no more than 35% of the total combined voting power of the Manager’s outstanding stock (or 35% of the total shares of all classes of its outstanding stock) shall be owned by one or more persons owning 35% or more of the outstanding stock of the REIT. For this purpose, if any person has an option to acquire stock, such stock shall be considered as owned by such person. If the REIT or the Manager becomes aware that, due to the application of the constructive stock ownership rules of Section 856(d)(5) of the Code, more than 35% of the total combined voting power of the Manager’s outstanding stock (or 35% of the total shares of all classes of its outstanding stock) is treated as owned by one or more persons owning 35% or more of the outstanding stock of the REIT (a “Constructive Ownership Problem”), the REIT or the Manager will promptly notify the other party. If the REIT concludes that the Constructive Ownership Problem could reasonably prevent the REIT from qualifying as a real estate investment trust under Subchapter M of the Code, the Manager shall have 15 days to fix the Constructive Ownership Problem. If the Manager does not fix the Constructive Ownership Problem within 15 days, then, notwithstanding anything to the contrary in this Agreement, the REIT shall have the right to cause the Lessee to terminate this Agreement without the payment of a termination fee or penalty.
6.3.3 At the time Manager enters into this Agreement, Manager shall be actively engaged in the trade or business of operating Qualified Lodging Facilities for Unrelated Persons. In order to meet this requirement, Manager agrees that (i) at the time Manager enters into this Agreement, it shall derive at least 10% of both its revenue and profit from operating Qualified Lodging Facilities for Unrelated Persons and (ii) at the request of the REIT, it shall use commercially reasonable efforts to comply with any future regulations or other administrative guidance with respect to the amount of hotel management business that is necessary for Manager to qualify as an “eligible independent contractor” under Section 856(d)(9) of the Code. For purposes of this Section 6.3, the following terms shall...
