New Properties. Vistana shall provide Starwood with a property approval request in the form attached hereto as Exhibit D, as modified by Starwood from time to time (“Property Approval Request”) for each proposed New Property. For each Property Approval Request for New Properties submitted to Starwood, Vistana shall pay to Starwood simultaneously with the submission of such Property Approval Request a property approval request fee (a “Property Approval Request Fee”) in the amount of $50,000 (as adjusted annually after the Effective Date by the GDP Deflator); provided, however, that if Vistana requested a Location Confirmation for such proposed New Property in accordance with Section 5.2B(i) below, the Property Approval Request Fee shall be reduced by an amount equal to the Location Confirmation Fee, if any, paid by Vistana to Starwood in respect of such proposed New Property. The Property Approval Request Fee shall be inclusive of all costs and expenses incurred by Starwood in connection with providing evaluation and other approval and vetting services for each New Property in accordance with this Section 5.2, other than any Reimbursable Expenses relating to such Property Approval Request.
A. Starwood may reject a proposed New Property if:
(i) Starwood determines, in Starwood’s sole discretion, that the proposed New Property does not meet the applicable Standards and Policies (including related to construction and design);
(ii) Starwood determines, in Starwood’s sole discretion, that using the Licensed Marks in association with the proposed New Property would be reasonably likely to (a) materially interfere with Starwood’s or its Affiliate’s ownership of the Proprietary Marks, (b) pose a material risk to Vistana’s use of the Licensed Marks or Starwood’s use of the Proprietary Marks in the jurisdiction(s) in which the proposed New Property would be developed, sold, marketed or operated, (c) violate a settlement or co-existence agreement relating to the Proprietary Marks; or (d) violate Applicable Law;
(iii) Starwood determines that (a) in Starwood’s sole discretion, the location of the proposed New Property does not meet applicable Standards and Policies or is otherwise not appropriate for the proposed New Property; (b) the proposed New Property (x) jeopardizes the commercial viability of an existing Starwood Lodging Facility or Residential Property, or (y) Starwood’s ability to proceed with a proposed Starwood Lodging Facility or Residential Property that is being actively...
New Properties. In the event either Borrower desires to acquire any real property upon which a Borrower intends to renovate existing improvements or construct new improvements, such Borrower shall notify Mezzanine Lender in writing at least five (5) Business Days in advance of such acquisition and shall establish a new wholly owned subsidiary of such Borrower to acquire such real property and to incur debt in connection with such acquisition and construction activities on terms acceptable to Mezzanine Lender; provided, however, that in no event shall such debt exceed at any time seventy-five percent (75%) of the cost of the land which has actually been acquired and the portion of the improvements that have actually been completed, as Mezzanine Lender shall determine in its sole discretion. All debt incurred by such wholly owned subsidiary of the relevant Borrower shall be the exclusive obligation of such subsidiary and no Borrower shall have any obligations or liabilities with respect to such debt (or any part of it) under any circumstances. Simultaneous with the creation of any such wholly owned subsidiary, each Borrower shall take all steps as shall be necessary in Mezzanine Lender's sole discretion to ensure that Mezzanine Lender obtains a first perfected security interest in the equity in such wholly owned subsidiary of the relevant Borrower. In addition, simultaneous with the creation of any such wholly owned subsidiary, the relevant Borrower shall cause such subsidiary to grant to Mezzanine Lender an enforceable irrevocable right of first refusal to provide any financing to such subsidiary.
New Properties. If any Sonder Party intends to (x) acquire, directly or indirectly, a Controlling interest (including as a fee simple holder, ground lessee, operating lessee, or other interest granting a Sonder Party the right of possession) in a Lodging Facility (whether existing, under development or to be developed), or (y) become the operator of a Lodging Facility under an operating or management agreement with an Unaffiliated Person (each, a “New Sonder Property”), and no Marriott Restriction exists (unless Marriott waives a Marriott Restriction that exists with respect to clause (v) of the definition of “Marriott Restriction” with respect to such New Sonder Property), then, subject to the terms and conditions of this Agreement and receipt of any approvals or the completion of disclosures or registrations that are required under Applicable Law, such New Sonder Property will become subject to this Agreement and included in the Collection (each such New Sonder Property, a “New Property”). The inclusion of each New Property will be effective upon the later to occur of (i) the execution of the joinder in the form attached hereto as Exhibit L (it being agreed that each of Sonder and Xxxxxxxx will execute such joinder promptly upon the satisfaction of the conditions in clauses (ii)–(iv)), (ii) the completion of any required integration of Electronic Systems to permit such New Sonder Property to become Available, (iii) to the extent the New Sonder Property is an Operated Property, the New Owner having executed and delivered to Marriott an Electronic Systems License Agreement in substantially the form attached hereto as Exhibit J (each, an “Electronic Systems License Agreement”), and (iv) if the New Property is Controlled by a Sonder Party as a fee simple holder, lessee, or pursuant to another interest granting the 3632659v2 –License Agreement 2 Sonder Party the sole right of possession (a “Sonder Controlled Property”) and will be operated by a third party management company (a “Management Company”) pursuant to Section 8.1, such Management Company having executed and delivered to Marriott a Management Company Acknowledgment substantially in the form attached to the then-current Disclosure Documents (each, a “Management Company Acknowledgment”).
New Properties. At the time any Advance is used to finance the acquisition of any Oil and Gas Properties by Borrowers, Borrowers shall, at Lender's discretion, grant and thereafter shall maintain in favor of Lender at all times until the Obligations are paid and satisfied in full, valid first mortgage liens and first, prior and perfected security interests in and to all of their right, title and interest in such Oil and Gas Properties. Borrowers shall execute and deliver, or cause to be executed and delivered, such oil and gas mortgages, deeds of trusts, instruments, agreements, assignments, financing statements and other documents as may be reasonably necessary in the opinion of Lender and Lender's counsel to grant Lender valid first mortgage liens and first, prior and perfected security interests in and to such new Oil and Gas Properties. ARTICLE IV
New Properties. 18.1 The letting of new properties by the Lessor to the Lessee shall be effected under the conditions stipulated in this Agreement, provided that such contractual arrangement has been approved by the audit committee and the board of directors of Properties and Investments and of the Lessor, provided that the contractual arrangement shall be during the Lease Period and for a period of 10 years, counted from the date of the contractual arrangement in respect of each of the new properties and where all the new properties that will be let shall not exceed an aggregate area of 80,000 sq.m. (an increase of 20% as compared with the area of the Leased Premises as at the date of signing of the Framework Agreement).
18.2 Blue Square Properties intends to erect and operate small filling stations as part of the properties that constitute the Leased Premises. It is agreed between the parties that in relation to each such station that is erected with the consent of the Lessor, the Lessor shall bear the costs of erecting the station, apart from equipment, as shall be agreed. The costs of establishment will be added to the Amount of the Investment. The income from the sale of fuel shall not be taken into account for purposes of determining rentals as a percentage of proceeds.
New Properties. 90. The number of households requiring household refuse and/or recycling collections at the start of the Contract will be all those within the area of the Council. The council records indicate that the number of households at 1 April 2006 was 94,200. A map outlining the borough is shown at Appendix 1. To meet the requirements of the Local Plan, additional properties will need to be built between 2007 and 2012.
91. The Service Provider will be expected to accommodate new properties within their Service for no additional payment as part of their programme of continuous improvements. This contribution will be recognised by the Council when monitoring performance and achievement of objectives.
New Properties. Xxxxxx acknowledges and agrees that the terms of Exhibit I will apply for New Properties added to the Collection and this Agreement.
New Properties. In accordance with and subject to the Proposal Process set forth in Section 2.1, for the acquisition and development of a New Property, Olympus and Stratus agree that the typical venture will provide (i) a capital contribution by Stratus of cash, common stock or other securities, like-kind exchanges, guarantees, or some combination thereof recorded at a value mutually agreed by Stratus and Olympus, (ii) a capital contribution by Olympus in cash and (iii) unless otherwise mutually agreed, Stratus and Olympus shall receive identical instruments in exchange for such contributions, whether in the form of equity or mezzanine debt.
New Properties. At the time any Advance is used to finance the acquisition of any Oil and Gas Properties by Borrower, Borrower shall, at Lender's discretion, grant and thereafter shall maintain in favor of Lender at all times until the Obligations are paid and satisfied in full, valid first mortgage liens and first, prior and perfected security interests in and to all of their right, title and interest in such Oil and Gas Properties. On or before the 1st and 15th of each month in which the Borrower acquires any new oil & gas leases, Borrower shall execute and deliver, or cause to be executed and delivered, such oil and gas mortgages, deeds of trusts, instruments, agreements, assignments, financing statements and other documents as may be reasonably necessary in the opinion of Lender and Lender's counsel to grant Lender valid first mortgage liens and first, prior and perfected security interests in and to such new Oil and Gas Properties. Borrower further understand and agrees that no more than $75,000.00 of the Lease Loan may be Advanced on an unsecured basis at any time for the acquisition of any new oil & gas leases, and the purchase of seismic other than the seismic which is the subject of the Exploration Agreement.
New Properties. With respect to any New Property acquired after the Closing Date, such Financed Property and Lease shall be acquired or entered into pursuant to the terms and provisions of this Agreement and the Property Management Agreement and in accordance with the related underwriting guidelines.
