Common use of Resolution of Disputes for Annual Budget Clause in Contracts

Resolution of Disputes for Annual Budget. If Tenant and Manager, despite their good faith efforts, are unable to reach final agreement on the proposed operating plan prior to January 1 of each Operating Year, or otherwise have a dispute regarding the Annual Budget as contemplated by this Section 5.1, those portions of such proposed operating plan that are not in dispute shall become effective on January 1 of such Operating Year and, pending Tenant’s and Manager’s resolution of such dispute, the prior year’s Annual Budget shall govern the items in dispute, except that the budgeted expenses provided for such item(s) in the prior year’s Annual Budget (or, if earlier, the last Annual Budget in which the budgeted expenses for such disputed item(s) were approved) shall be increased by the percentage increase in the Index from January 1 of the prior Operating Year (or, if applicable, each additional Operating Year between the prior Operating Year and the Operating Year in which there became effective the last Annual Budget in which the budgeted expenses for such disputed item(s) were approved). Upon the resolution of any such dispute by agreement of Tenant and Manager, such resolution shall control as to such item(s). For purposes of clarity, all disputes regarding the Annual Budget shall be resolved (if at all) between Tenant and Manager directly and no such dispute shall subject to Expert Resolution through the procedures described in Article XVIII unless Tenant and Manager (each acting in its sole discretion) agree in writing at the time any such dispute arises to mutually submit the subject dispute to Expert Resolution under Article XVIII.

Resolution of Disputes for Annual Budget. If Tenant and Managerthe Parties, despite their good faith efforts, are unable to reach final agreement on the proposed operating plan prior to January 1 of each Operating Year, or otherwise have a dispute regarding the Annual Budget as contemplated by this Section 5.1, those portions of such proposed operating plan that are not in dispute shall become effective on January 1 of such Operating Year and, pending Tenant’s and Manager’s the Parties’ resolution of such dispute, the prior year’s Annual Budget shall govern the items in dispute, except that the budgeted expenses provided for such item(s) in the prior year’s Annual Budget (or, if earlier, the last Annual Budget in which the budgeted expenses for such disputed item(s) were approved) shall be increased by the percentage increase in the Index from January 1 of the prior Operating Year (or, if applicable, each additional Operating Year between the prior Operating Year and the Operating Year in which there became effective the last Annual Budget in which the budgeted expenses for such disputed item(s) were approved). Upon the resolution of any such dispute by agreement of Tenant and Managerthe Parties, such resolution shall control as to such item(s). For purposes of clarity, all disputes regarding the Annual Budget shall be resolved (if at all) between Tenant Owner and Manager directly and no such dispute shall subject to Expert Resolution through the procedures described in Article XVIII XVII unless Tenant Owner and Manager (each acting in its sole discretion) agree in writing at the time any such dispute arises to mutually submit the subject dispute to Expert Resolution under Article XVIIIXVII.

Resolution of Disputes for Annual Budget. If Tenant and Managerthe Parties, despite their good faith efforts, are unable to reach final agreement on the proposed operating plan for the first Operating Year on or before ninety (90) days prior to the anticipated Opening Date, or prior to January 1 of each successive Operating Year, or otherwise have a dispute regarding the Annual Budget as contemplated by this Section 5.1, those portions of such proposed operating plan that are not in dispute shall become effective on the Opening Date or January 1 of such Operating Year andYear, pending Tenant’s as 702580413 11172554 18 applicable, and Manager’s the matter(s) in dispute may be submitted by either Party for Expert Resolution in accordance with Article XVII. Pending the resolution of such dispute, the prior year’s Annual Budget shall govern the items in dispute, except that the budgeted expenses provided for such item(s) in the prior year’s Annual Budget (or, if earlier, the last Annual Budget in which the budgeted expenses for such disputed item(s) were approved) shall be increased by the percentage increase in the Index from January 1 of the prior Operating Year (or, if applicable, each additional Operating Year between the prior Operating Year and the Operating Year in which there became effective the last Annual Budget in which the budgeted expenses for such disputed item(s) were approved). If any item in dispute regarding the Annual Budget is submitted for Expert Resolution in accordance with Article XVII, the Expert should be charged with determining whether such item is reasonable in light of: (a) current and expected market conditions reasonably anticipated to affect the operation of the Managed Facilities for the subject Operating Year; (b) the Managed Facilities’ historical performance; (c) the Operating Standard giving appropriate consideration to (i) the existing physical and operational differences as of the prior Operating Year between the Managed Facilities and the Specified Brand Properties and (ii) any limitations or conditions arising under Applicable Laws; and (d) any other factors the Expert determines to be relevant under the circumstances. Upon the resolution of any such dispute (whether by agreement of Tenant and Managerthe Parties or through the procedures described in Article XVII), such resolution shall control as to such item(s). For purposes of clarity, all disputes regarding the Annual Budget shall be resolved (if at all) between Tenant and Manager directly and no such dispute shall subject to Expert Resolution through the procedures described in Article XVIII unless Tenant and Manager (each acting in its sole discretion) agree in writing at the time any such dispute arises to mutually submit the subject dispute to Expert Resolution under Article XVIII.