Manager Affiliate Entity definition
Manager Affiliate Entity shall have the meaning as set forth in Article XXI.
Manager Affiliate Entity means any entity controlled directly or indirectly by (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. and/or ▇▇▇▇▇ ▇▇▇▇▇▇▇, (ii) family partnerships or trusts (the sole members or beneficiaries of which are at all times lineal descendants of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. or ▇▇▇▇▇ ▇▇▇▇▇▇▇ (including step-children) and spouses of any of the foregoing), or (iii) by lineal descendants of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. or ▇▇▇▇▇ ▇▇▇▇▇▇▇ (including step-children) and spouses of any of the foregoing. For purposes hereof, “controlled” shall mean (i) the possession, directly or indirectly of a majority of the voting power and capital stock or ownership interest of such entity, or (ii) the power to direct or cause the direction of the management and policies of such entity in the capacity of chief executive officer, president, chairman, or other similar capacity where they are actively engaged and/or involved in providing such direction or control and spend a substantial amount of time managing such entity. Any such permitted assignee shall be deemed to be the Manager for purposes of this Agreement provided such assignee assumes all of Manager’s future obligations under this Agreement pursuant to an assumption agreement reasonably acceptable to Lessee. Any and all such assignments, however, shall at all times be subject to the prior right, title and interest of Lessee with respect to the Premises. An assignment by Manager or any permitted assignee of its interest in this Agreement, shall not relieve Manager or any such permitted assignee, as the case may be, from their respective obligations under this Agreement, and shall inure to the benefit of, and be binding upon, their permitted successors and assigns. For purposes of this Article XXI any change in the ownership of the Manager or other event that would cause the Manager to fail to be a Manager Affiliate Entity shall be deemed to be a transfer of this Agreement, prohibited by this Article XXI unless first consented to in writing by Lessee.
Manager Affiliate Entity shall have the meaning given such term in the Master Management Agreement.
Examples of Manager Affiliate Entity in a sentence
Neither this Agreement nor any rights or obligations hereunder shall be assignable by a party to this Agreement without the prior, express written consent of each of the other parties; provided, however, Manager shall have the right, without such consent, to assign its interest in this Agreement to any Manager Affiliate Entity.
All Group Services provided by Manager shall be at the actual costs (without ▇▇▇▇ up for fee or profit to Manager or any Manager Affiliate Entity, but including salary and employee benefit costs and costs of equipment used in performing such services and overhead costs) of Group Services for the benefit of all of Manager’s hotels receiving the same services, and shall be of a quality comparable to which Manager could obtain from other providers for similar services.
Manager may elect to enroll employees in a medical and health Benefit Plan that is a self insured health plan (the “Plan”) without collection of any fee or profit to Manager or any Manager Affiliate Entity.
Neither this Agreement nor any rights or obligations hereunder shall be assignable by a party to this Agreement without the prior, express written consent of each of the other parties; provided, however, Manager shall have the right, without such consent, to assign its interest in this Agreement to any Manager Affiliate Entity, provided such Manager Affiliate Entity qualifies as an Eligible Independent Contractor as of the date of such transfer.
Manager may elect to enroll employees in a medical and health Benefit Plan that is a self insured health plan (the “Plan”) without collection of any fee or profit to Manager or any Manager Affiliate Entity except as included in the Health Care Premiums set forth in the Annual Approved Budget.
More Definitions of Manager Affiliate Entity
Manager Affiliate Entity means any entity controlled directly or indirectly by (i) Ashford, Inc., (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. and/or ▇▇▇▇▇ ▇▇▇▇▇▇▇, (iii) family partnerships or trusts (the sole members or beneficiaries of which are at all times lineal descendants of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. or ▇▇▇▇▇ ▇▇▇▇▇▇▇ (including step-children) and spouses of any of the foregoing), or (iv) by lineal descendants of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. or
Manager Affiliate Entity means any entity controlled directly or indirectly by Newport Hospitality Group, Inc. “Manager Intellectual Property” shall have the meaning as set forth in Section 24.2(a).
Manager Affiliate Entity means any entity controlled directly or indirectly by (i) Archie Bennett, Jr. and/or Monty Bennett, (ii) family partnerships o▇ ▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇ members ▇▇ ▇▇▇▇▇▇▇▇▇▇ies of which are at all times lineal descendants of Archie Bennett, Jr. or Monty Bennett (including step-children) and s▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇e fo▇▇▇▇▇▇▇), ▇▇ (iii) by lineal descendants of Archie Bennett, Jr. or Monty Bennett (including step-children) and s▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇e fo▇▇▇▇▇▇▇. ▇▇▇ purposes hereof, "controlled" shall mean (i) the possession, directly or indirectly of a majority of the voting power and capital stock or ownership interest of such entity, or (ii) the power to direct or cause the direction of the management and policies of such entity in the capacity of chief executive officer, president, chairman, or other similar capacity where they are actively engaged and/or involved in providing such direction or control and spend a substantial amount of time managing such entity. Any such permitted assignee shall be deemed to be the Manager for purposes of this Agreement provided such assignee assumes all of Manager's future obligations under this Agreement pursuant to an assumption agreement reasonably acceptable to Lessee. Any and all such assignments, however, shall at all times be subject to the prior right, title and interest of Lessee with respect to the Premises. An assignment by Manager or any permitted assignee of its interest in this Agreement, shall not relieve Manager or any such permitted assignee, as the case may be, from their respective obligations under this Agreement, and shall inure to the benefit of, and be binding upon, their permitted successors and assigns. For purposes of this ARTICLE XXI any change in the ownership of the Manager or other event that would cause the Manager to fail to be a Manager Affiliate Entity shall be deemed to be a transfer of this Agreement, prohibited by this ARTICLE XXI unless first consented to in writing by Lessee.
Manager Affiliate Entity means any entity controlled directly or indirectly by Newport Hospitality Group, Inc.
Manager Affiliate Entity shall have the meaning given such term in the Master Management Agreement. “Market Service Fees” shall have the meaning given such term in the Master Management Agreement. “Master Management Agreement” means that certain Ashford Inc. Hotel Master Management Agreement to be executed between Manager, or a subsidiary or Affiliate of the Manager, as the property manager, and Ashford Inc. or its Future Clients (or their respective designees), as the owner in interest of the Hotel Properties subject of such agreement, substantially in the form of the Master Management Agreement attached hereto as Exhibit D. “Non-Managed Hotel” shall have the meaning given such term in the Master Management Agreement. “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. “Project Management Fee” shall have the meaning given such term in the Master Management Agreement. “Project Related Services” shall have the meaning given such term in the Master Management Agreement. “Property” means any real property or any interest therein. “Reimbursement Amount” shall mean the total of all actual out of pocket and third party costs and expenses paid by and to be reimbursed to the Remington Affiliates that were necessary and/or appropriate in connection with the Remington Transaction, including all ▇▇▇▇▇▇▇ money deposits. The Reimbursement Amount shall be calculated by the Remington Parties and set forth in a certificate delivered to the Ashford Inc. Parties and certified as true and correct by the Remington Parties. The Reimbursement Amount shall not include any finder’s fee, brokerage fee, development fee, or other compensation paid to the Remington Affiliates. “Remington Affiliate” shall mean the Remington Parties and their Affiliates. “Remington Exclusivity Rights” shall have the meaning as set forth in Section 5(a). “Remington Notice” shall have the meaning as set forth in Section 4(b). “Remington Parties” shall mean Remington Holdings, LP and Manager. “Remington Termination Event” shall mean the events described in Section 3(a). “Remington Transaction” shall have the meaning as set forth in Section 4(a) “RevPAR” shall mean revenue per available room and is calculated by multiplying ADR by the average daily occupancy. “Term” shall have the meaning as set forth in Section 2. “Termination Event” shall have the meaning as set forth in Section 2. EXHIBIT B DEVELOPMENT AGREEMENT ...
Manager Affiliate Entity shall have the meaning as set forth in ARTICLE XXI.
Manager Affiliate Entity shall have the meaning as set forth in Article XXI. “Market Service Fees” shall have the meaning set forth in Section 8.2(g). “MHI” means MHI Hospitality Corporation, a Maryland corporation.