Common use of Owner’s Approval Clause in Contracts

Owner’s Approval. Owner shall approve or disapprove Manager's proposed Annual Plan within thirty (30) days after receipt thereof. Owner shall specify the reasons for any disapproval. Owner's failure to respond within such thirty (30)-day period shall be deemed to be an approval of the Annual Plan as submitted. Upon Manager's timely receipt from Owner of a notice of disapproval or a request for supplemental information regarding the proposed Annual Plan or any component thereof, Manager shall diligently undertake to modify the disapproved matters or to provide Owner with such requested supplemental information. Owner and Manager shall act in good faith in order to agree upon each Annual Plan and provide for the continued orderly operation of the Property. Pending the resolution of any such dispute, the submitted Annual Plan shall control with the sole exception of those specific items not approved by Owner, and the Annual Plan for the preceding Fiscal Year (exclusive of any line items relating to expenditures for specified capital works which shall be established by Owner) shall control with respect to those specific items not approved by Owner; provided, however, that unless Owner and Manager otherwise agree: (1) individual unapproved line items may be increased to such amount as may be necessary for Non-Discretionary Expenses and any Operating Expenses incurred in connection with any Emergency; (2) any other unapproved line item relating to Operating Expenses payable to third parties who are not Related Persons to Manager, or pursuant to existing contracts with third parties who are Related Persons to Manager which are known at that time to have increased or decreased in cost shall be increased or decreased, as applicable, to the then current level as of the end of such prior Fiscal Year; (3) any line items relating to expenditures for capital works or other capital expenditure in the Annual Plan for the preceding Fiscal Year shall be disregarded except where the capital expenditure approved for the preceding Fiscal Year remains to be paid in accordance with the approval; (4) with respect to each other unapproved line item of the submitted Operating Budget, the amount for such line item set forth in the Operating Budget for the preceding Fiscal year shall be increased by five percent (5%).

Owner’s Approval. Within thirty (30) days following submission of any components of the Annual Plan to Owner, Owner shall approve give Manager written notice either (a) that Owner approves such component of the Annual Plan or disapprove Manager(b) indicating with reasonable specificity the respects in which Owner objects to such component of the Annual Plan; provided, however, that Owner's proposed approval rights shall not apply with respect to non- discretionary budget items required by law such as impositions (subject to the right of the Owner to contest such impositions or other non-discretionary items). In the latter event, Owner and Manager shall act promptly, reasonably and in good faith to seek to resolve Owner's objections. In the event that Owner and Manager fail to reach agreement with respect to any material component of the Annual Plan within thirty (30) days after receipt thereof. of Owner's written notice, Manager and Owner shall specify refer any disputed Annual Plan matter to arbitration using procedures set forth in Section 15.02 below and each party shall endeavor to cause such arbitration to be completed as quickly as possible, but in any event not later than six (6) months following referral to arbitration. Pending the reasons results of such arbitration or the earlier agreement of the parties, (i) as to any matters in the Operating Budget which have not been agreed upon, the Hotel will be operated in a manner reflecting the prior Operating Year's actual results adjusted by multiplying said number by the number obtained by dividing the average CPI for any disapproval. Owner's failure to respond within such thirty the twelve months ended on September 30 of the most recently completed Operating Year by the average CPI for the twelve months ended on September 30 of the prior Operating year, until a new Operating Budget is adopted, and (30)-day period ii) if the Capital Budget has not been agreed upon, no Capital Replacements in dispute shall be deemed made until the dispute is resolved. In the event Owner fails to be an approval deliver the notice set forth in this section, within the required time period, the component of the Annual Plan as submitted. Upon Manager's timely receipt from Owner of a notice of disapproval or a request for supplemental information regarding the proposed Annual Plan or any component thereof, Manager at issue shall diligently undertake to modify the disapproved matters or to provide Owner with such requested supplemental informationbe deemed approved. Owner and Manager shall act in good faith in order to agree upon each Annual Plan and provide for the continued orderly operation of the Property. Pending the resolution of any such dispute, the submitted Annual Plan shall control with the sole exception of those specific items not approved by Owner, and the Annual Plan for the preceding Fiscal Year (exclusive of any line items relating to expenditures for specified capital works which shall be established by Owner) shall control with respect obligated to those specific items not approved by Owner; provided, however, that unless Owner and Manager otherwise agree: (1) individual unapproved line items may be increased to such amount as may be necessary for Non-Discretionary Expenses and any Operating Expenses incurred in connection with any Emergency; (2) any other unapproved line item relating to Operating Expenses payable to third parties who make all Capital Replacements which are not Related Persons to Manager, or pursuant to existing contracts with third parties who are Related Persons to Manager a Capital Budget which are known at that time to have increased has been approved or decreased in cost shall be increased or decreased, as applicable, to the then current level as of the end of such prior Fiscal Year; (3) any line items relating to expenditures for capital works or other capital expenditure in the Annual Plan for the preceding Fiscal Year shall be disregarded except where the capital expenditure deemed approved for the preceding Fiscal Year remains to be paid in accordance with the approval; (4) with respect to each other unapproved line item of the submitted Operating Budget, the amount for such line item procedures set forth in the Operating Budget for the preceding Fiscal year shall be increased by five percent (5%)above.

Owner’s Approval. The Annual Plan will be subject to the approval of Owner, which will not be unreasonably withheld or delayed. It is the intention of the parties to complete the review and approval of the proposed Annual Plan no later than thirty (30) days prior to the Opening Date and commencement of each Fiscal Year. Owner shall be required to approve or disapprove Manager's each proposed Annual Plan within thirty (30) days after receipt thereofthe date of delivery to Owner of each such proposed Annual Plan by providing written notice to Manager. To be effective, any notice which disapproves a proposed Annual Plan must contain specific line item objections thereto in reasonable detail. If Owner shall specify the reasons for fails to provide such written notice to Manager of any disapproval. Owner's failure specific objections to respond a proposed Annual Plan within such thirty (30)-day period 30) day period, such Annual Plan shall be deemed to be an approval of have been approved as submitted. Owner shall review the Budgets contained in the Annual Plan as submittedon a line-by-line basis. Upon Manager's timely receipt from If Owner of a notice of disapproval disapproves or a request for supplemental information regarding raises any objections to any line items contained in the proposed Annual Plan or any component thereofrevisions thereto, Manager shall diligently undertake to modify the disapproved matters or to provide Owner with such requested supplemental information. Owner and Manager shall act in good faith in order to agree upon each Annual Plan and provide for the continued orderly operation of the Property. Pending the resolution of any such disputeuntil otherwise mutually agreed, the submitted Annual Plan shall control with undisputed portions (and, in the sole exception case of those specific items not approved by Owner, and the Annual Plan for the preceding first full Fiscal Year (exclusive only, disputed portions, until such time as any disputed portion is resolved by arbitration or joint agreement) of the proposed Annual Plan shall be deemed to be adopted and approved. In the case of any line items relating to expenditures Annual Plan after the Annual Plan for specified capital works which shall be established by Owner) shall control with respect to those specific items not approved by Owner; providedthe first full Fiscal Year, however, that unless Owner and Manager otherwise agree: (1) individual unapproved line items may be increased to such amount as may be necessary for Non-Discretionary Expenses and any Operating Expenses incurred in connection with any Emergency; (2) any other unapproved line the item relating to Operating Expenses payable to third parties who are not Related Persons to Manager, or pursuant to existing contracts with third parties who are Related Persons to Manager which are known at that time to have increased or decreased in cost shall be increased or decreased, as applicable, corresponding to the then current level as of the end of such prior Fiscal Year; (3) any line items relating to expenditures for capital works or other capital expenditure disputed item and contained in the Annual Plan for the preceding Fiscal Year shall be disregarded except substituted in lieu of the disputed portions of the proposed Annual Plan. In each instance where portions of the capital expenditure approved Annual Plan from the preceding Fiscal Year are deemed to be the Annual Plan in effect until a new Annual Plan is approved, the Budget items contained in the Annual Plan for the preceding Fiscal Year remains shall be automatically increased or decreased by a percentage equal to the percent of increase or decrease in the CPI during the preceding Fiscal Year. Calculation of the percent of increase or decrease in the CPI shall be paid made by Manager based upon the then most recently published CPI data at the time the calculation is made. If, notwithstanding such CPI increase, Manager and Owner do not reach agreement as to mutually acceptable Budgets within thirty (30) days after delivery of objection by Owner, the line item(s) of the Annual Plan objected to by Owner shall be submitted to and resolved by arbitration in accordance with the approval; (4) Article 20.02 and Manager shall provide Landlord with respect to each other unapproved line item notice of the submitted Operating Budget, the amount for such line item set forth in the Operating Budget for the preceding Fiscal year shall be increased by five percent (5%)submission to arbitration.

Owner’s Approval. Owner Except as noted herein, Tenant shall not make, or suffer to be made, any Alterations to the Premises, or any part thereof, except for cosmetic improvements (i.e., painting the interior of the Building, re-carpeting the interior of the Premises, adding light switches and/or changing light fixtures in the Premises) without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. Such consent to Alterations shall not be valid until such time as said consent is executed by both Landlord and Xxxxxx and a fully executed copy is delivered by Landlord to Tenant (“Consent to Alterations Agreement”). Within fifteen (15) business days of Landlord’s receipt of Tenant’s complete and detailed construction Plans and Specifications, Landlord shall inform Tenant of any questions and/or comments it may have in writing and/or have a meeting of the parties’ respective representatives or approve said Plans and Specifications. If Landlord disapproves such request, such disapproval shall include specific reasons for such disapproval and changes that, if made by Tenant, would result in approval. If Landlord fails to respond with its approval or disapprove Manager's disapproval within this fifteen (15) business day period after receipt of Tenant’s complete and detailed request for approval of the proposed Annual Plan Alterations, then the Alteration for which Xxxxxx requested Single Tenant/Single Parcel Initial: Landlord’s approval shall be deemed approved by Landlord. Upon Landlord’s actual or deemed approval (which approval shall not be unreasonably withheld) of said Plans and Specifications, Landlord shall prepare, and Landlord and Tenant shall execute, a Consent to Alterations Agreement in the form similar to the form attached hereto as Exhibit C, and the Alterations shall not be subject to restoration, unless otherwise stated on said Plans and Specifications and/or as stated in the related Consent to Alterations Agreement pursuant to this Paragraph 8.C. Notwithstanding the foregoing, Landlord’s approval of any Alterations shall not be construed as approval of any construction detail with respect to conformance to any applicable City or governmental ordinance or code, and by approving such Alterations, Landlord assumes no liability or responsibility therefor, or for any defect in any modification constructed by and/or for Tenant. Tenant shall be responsible for (i) obtaining any and all permits required by the governing agencies for (a) the Alterations and (b) the subsequent reconfiguration(s) (if any), (ii) insuring that (a) the Alterations meet current building codes and that (b) the subsequent reconfiguration(s) (if any) meets the current building codes, (iii) paying one hundred percent (100%) of all costs and expenses related thereto and (iv) providing Landlord with a copy of all required permits prior to the commencement of the Alterations and Tenant shall, upon completion of the Alterations, provide to Landlord a copy of the final sign off by the respective agency within thirty (30) days after receipt thereof. Owner shall specify of obtaining the reasons for any disapproval. Owner's failure to respond within such thirty same (30)-day period shall be deemed to be an approval if applicable) and a copy of the Annual Plan as submitted. Upon Manager's timely receipt certificate of occupancy, if applicable, and Tenant shall use commercially reasonable efforts to obtain written confirmation from Owner Tenant’s architect or contractor that the Alterations were constructed pursuant to the approved and permitted plans, and in the event Tenant is unable to obtain such confirmation, Tenant shall provide its written confirmation to Landlord that to the best of a notice of disapproval or a request for supplemental information regarding the proposed Annual Plan or any component thereof, Manager shall diligently undertake to modify the disapproved matters or to provide Owner with such requested supplemental information. Owner and Manager shall act in good faith in order to agree upon each Annual Plan and provide for the continued orderly operation of the Property. Pending the resolution of any such disputeits actual knowledge, the submitted Annual Plan shall control with Alterations were constructed pursuant to the sole exception of those specific items not Landlord approved by Owner, and the Annual Plan for the preceding Fiscal Year (exclusive of any line items relating to expenditures for specified capital works which shall be established by Owner) shall control with respect to those specific items not approved by Owner; provided, however, that unless Owner and Manager otherwise agree: (1) individual unapproved line items may be increased to such amount as may be necessary for Non-Discretionary Expenses and any Operating Expenses incurred in connection with any Emergency; (2) any other unapproved line item relating to Operating Expenses payable to third parties who are not Related Persons to Manager, or pursuant to existing contracts with third parties who are Related Persons to Manager which are known at that time to have increased or decreased in cost shall be increased or decreased, as applicable, to the then current level as of the end of such prior Fiscal Year; (3) any line items relating to expenditures for capital works or other capital expenditure permitted plans in the Annual Plan for related Consent to Alterations Agreement. Landlord reserves the preceding Fiscal Year shall be disregarded except where the capital expenditure approved for the preceding Fiscal Year remains right to be paid in accordance with the approval; (4) with respect reasonably approve all contractors and mechanics proposed by Xxxxxx to each other unapproved line item of the submitted Operating Budget, the amount for make such line item set forth in the Operating Budget for the preceding Fiscal year shall be increased by five percent (5%)Alterations.

Owner’s Approval. Owner shall approve or disapprove Manager's proposed Annual Plan within thirty (30) days after receipt thereof. Owner shall specify the reasons for any disapproval. Owner's failure to respond within such thirty (30)-day period shall be deemed to be an approval of the Annual Plan as submitted. Upon Manager's timely receipt from Owner of a notice of disapproval or a request for supplemental information regarding the proposed Annual Plan or any component thereof, Manager shall diligently undertake to modify the disapproved matters or to provide Owner with such requested supplemental information. Owner and Manager shall act in good faith in order to agree upon each Annual Plan and provide for the continued orderly operation of the Property. Pending the resolution of any such dispute, the submitted Annual Plan shall control with the sole exception of those specific items not approved by Owner, and the Annual Plan for the preceding Fiscal Year (exclusive of any line items relating to expenditures for specified capital works which shall be established by Owner) shall control with respect to those specific items not approved by Owner; , provided, however, that unless Owner and Manager otherwise agree: : (1) individual unapproved line items may be increased to such amount as may be necessary for Non-Discretionary Expenses and any Operating Expenses incurred in connection with any Emergency; ; (2) any other unapproved line item relating to Operating Expenses payable to third parties who are not Related Persons to Manager, or pursuant to existing contracts with third parties who are Related Persons to Manager which are known at that time to have increased or decreased in cost shall be increased or decreased, as applicable, to the then current level as of the end of such prior Fiscal Year; ; (3) any line items relating to expenditures for capital works or other capital expenditure in the Annual Plan for the preceding Fiscal Year shall be disregarded except where the capital expenditure approved for the preceding Fiscal Year remains to be paid in accordance with the approval; : 19 <PAGE> (4) with respect to each other unapproved line item of the submitted Operating Budget, the amount for such line item set forth in the Operating Budget for the preceding Fiscal year shall be increased by five percent (5%).