Relationship of Owner and Management Company Sample Clauses

Relationship of Owner and Management Company. A. During the Term of this Agreement, Management Company shall qualify as an “eligible independent contractor” as defined in Section 856(d)(9) of the Code. To that end, during the Term: (i) Management Company shall not permit wagering activities to be conducted at or in connection with the Hotel; (ii) Management Company shall not own, directly or indirectly (within the meaning of Section 856(d)(5) of the Code), more than 35% of the shares of Highland; (iii) No more than 35% of the total combined voting power of Management Company’s outstanding stock, if any, (or 35% of the total shares of all classes of its outstanding stock) shall be owned, directly or indirectly, by one or more persons owning 35% or more of the outstanding stock of Highland; and (iv) Management Company (or a person who is a “related person” within the meaning of Section 856(d)(9)(F) of the Code (a “Related Person”) with respect to the Management Company) shall be actively engaged in the trade or business of operating “qualified lodging facilities” (defined below) for one or more persons who are not Related Persons with respect to Owner (“Unrelated Persons”). In order to meet this requirement, Management Company agrees that it (or a Related Person with respect to Management Company) (i) shall derive at least 10% of both its revenue and profit from operating “qualified lodging facilities” for Unrelated Persons and (ii) shall comply with any regulations or other administrative guidance under Section 856(d)(9) of the Code with respect to the amount of hotel management business with Unrelated Persons that is necessary to qualify as an “eligible independent contractor” with the meaning of such Code Section. A “qualified lodging facility” is defined in Section 856(d)(9)(D) of the Code and means a “lodging facility” (defined below), unless wagering activities are conducted at or in connection with such facility 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 such facility. A “lodging facility” is a hotel, motel or other establishment more than one-half of the dwelling units in which are used on a transient basis, and includes customary amenities and facilities operated as part of, or associated with, the lodging facility so long as such amenities and facilities are customary for other properties of a comparable size and class owned by other owners unrelated to Owner. Management Company’s breach of ...
Sample 1
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Relationship of Owner and Management Company. A. During the Term of this Agreement, Management Company shall qualify as an “eligible independent contractor” as defined in Section 856(d)(9) of the Code. To that end, during the Term: (a) Management Company shall not permit wagering activities to be conducted at or in connection with the Hotel; (b) Management Company shall not own, directly or indirectly (within the meaning of Section 856(d)(5) of the Code), more than 35% of the shares of Eagle; (c) No more than 35% of the total combined voting power of Management Company’s outstanding stock, if any, (or 35% of the total shares of all classes of its outstanding stock) shall be owned, directly or indirectly, by one or more persons owning 35% or more of the outstanding stock of Eagle; (d) Neither Eagle nor Lessor nor Owner shall derive any income from Management Company; and (e) Management Company (or a person who is a “related person” within the meaning of Section 856(d)(9)(F) of the Code (a “Related Person”) with respect to the Management Company) shall be actively engaged in the trade or business of operating “qualified lodging facilities” (defined below) for one or more persons who are not Related Persons with respect to Owner (“Unrelated Persons”). In order to meet this requirement, Management Company agrees that it (or a Related Person with respect to Management Company) (i) shall derive at least 10% of both its revenue and profit from operating “qualified lodging facilities” for Unrelated Persons and (ii) shall comply with any regulations or other administrative guidance under Section 856(d)(9) of the Code with respect to the amount of hotel management business with Unrelated Persons that is necessary to qualify as an “eligible independent contractor” with the meaning of such Code Section.
Sample 1
Relationship of Owner and Management Company. The relationship of Owner and Management Company shall be that of principal and agent. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between them or their successors in interest. This Agreement is for the benefit of Owner and Management Company and shall not create third party beneficiary rights. To the extent any fiduciary duties would have the effect of modifying, limiting, or restricting the express provisions of this Agreement, or expanding or restricting the rights or obligations of either party that are expressly addressed in this Agreement, the terms of this Agreement shall prevail and any liability between the parties shall be based solely on principles of contract law and the express provisions of this Agreement. For the purposes of assessing Management Company’s fiduciary duties and obligations under this Agreement, the parties acknowledge that the terms and provisions of this Agreement and the duties and obligations set forth herein are intended to satisfy the fiduciary duties which may exist as a result of the relationship between the parties. The parties hereby unconditionally and irrevocably waive and release any punitive, exemplary, statutory, or treble damages or any incidental or consequential damages with respect to any breach of fiduciary duties.
Sample 1

Related to Relationship of Owner and Management Company

  • Ownership of Owner No By a Deed of Conveyance dated 10th May, 2013 and registered in the Office of the Additional District Sub-Registrar, Chandannagore, Hooghly in Book No. I, CD Volume No.5, Pages from 4056 to 4073, being Deed No.01491 for the year 2013, Jubilant First Trust Healthcare Limited sold to Kalashdhan Plot Managers Private Limited, the Owner No. 1.33 herein, undivided 1/47th (one-forty seventh) share in the Said Property.

  • RELATIONSHIP WITH DIRECTORS Directors, officers and employees of the Advisor or an Affiliate of the Advisor may serve as Directors, officers or employees of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director shall receive any compensation from the Company for serving as a Director other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board.

  • RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR 27.1 Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations. Each Party and each Party's contractor(s) shall be solely responsible for all matters relating to payment of such employees, including the withholding or payment of all applicable federal, state and local income taxes, social security taxes and other payroll taxes with respect to its employees, as well as any taxes, contributions or other obligations imposed by applicable state unemployment or workers' compensation acts and all other regulations governing such matters. Each Party has sole authority and responsibility to hire, fire and otherwise control its employees. 27.2 Nothing contained herein shall constitute the Parties as joint venturers, partners, employees or agents of one another, and neither Party shall have the right or power to bind or obligate the other. Nothing herein will be construed as making either Party responsible or liable for the obligations and undertakings of the other Party. Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party, whether regulatory or contractual, or to assume any responsibility for the management of the other Party's business.

  • Owner The term “

  • Relationship of the Parties Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them.

  • Type of ownership (You must check one box) Individual Custodian for Tenants in Common Uniform Gifts to Minors Act of the State of: __________ Joint Tenants with rights of Survivorship Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.: Partnership (Limited Partnerships use “Corporation”) Trust Community Property Other (please explain)

  • CHANGE IN THE ADVISER'S OWNERSHIP The Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

  • Relationship Among Parties CNHCA and the Seller acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to CNHCA and the Seller with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, CNHCA, the Seller or any other person. Additionally, none of the Underwriters are advising CNHCA, the Seller or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. CNHCA and the Seller shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to CNHCA or the Seller with respect to any such legal, tax, investment, accounting or regulatory matters. Any review by the Underwriters of CNHCA, the Seller, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of CNHCA or the Seller.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Independent Contractor Relationship Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever.

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