Operator Covenants and Acknowledgments Sample Clauses

Operator Covenants and Acknowledgments. Operator hereby acknowledges and agrees as follows: 5.5.1 Owner cannot guarantee the participation of Residential Units in the Rental Program and, therefore, cannot guarantee to Operator a minimum level of transient occupancy at the Condo-Hotel at any given time. Accordingly, Operator covenants that, subject to the standard of care as set forth in Section 3.3 and at all times during the Term, it shall use commercially reasonable efforts to effectively manage the “fixed costs” associated with the operation of the Condo-Hotel (which comprise a portion of the Operating Expenses) in a manner so as to minimize any negative EBITDAM and, correspondingly, optimize EBITDAM; provided, however, that Operator shall not take any action that, in Operator’s reasonable judgment, would materially adversely affect its ability to operate the Condo-Hotel in accordance with this Agreement, including maintaining the Condo-Hotel in accordance with the Operating Standard (subject to any limitations set forth herein). 5.5.2 Owner shall be obligated to fund Operating Expenses and otherwise provide Working Capital or other funds necessary for Operator to perform its obligations hereunder in accordance with the Project Budget and the terms and conditions herein. Owner shall not be required to fund any capital contributions or other amounts in connection therewith, unless such contributions are contemplated by the Project Budget and the Condominium Documents and have been approved by the appropriate parties.