A hereof. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited Partners (including Limited Partnership Interests held by the General Partner) shall control.
A hereof. Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests shall be that Consent required to obtain approval by the Partnership on all Partnership votes.
A hereof. The Managing General Partner may Transfer any portion (but not all) of its interest in the Partnership (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Partners and such transferee shall become an Additional General Partner of the Partnership, with such rights, duties and obligations and transfer restrictions hereunder as may be delegated or provided to such Additional General Partner by the Managing General Partner in connection with such Transfer, all without the Consent of the Partners.
A hereof. C. Manager shall from time to time make such (1) replacements and renewals to the FF&E of the Inns, and (2) repairs to each Inn Building of the nature described in Section 7.02.A.2, as it deems necessary, up to the balance in the Repairs and Equipment Reserve. No expenditures will be made in excess of said balance without the approval of Owner. Withdrawals from the Reserve shall be made only by representatives of Manager whose signatures have been authorized. At the end of each Fiscal Year, any amounts remaining in the Repairs and Equipment Reserve shall be carried forward to the next Fiscal Year. Proceeds from the sale of FF&E no longer necessary to the operation of each Inn shall be added to the Reserve. The Reserve will be kept in an interest-bearing account, and any interest which accrues thereon shall be retained in the Reserve. Neither (i) proceeds from the disposition of FF&E, nor (ii) interest which accrues on amounts held in the Reserve, shall (a) result in any reduction in the required contributions to the Reserve set forth in subsection B above, nor (b) be included in Gross Revenues. Manager, in its reasonable discretion, and subject to the exceptions stated below, shall decide whether to purchase or lease any Replacement FF&E or motor vehicles used in transporting Inn guests. If Manager enters into any lease of Replacement FF&E or motor vehicles used in transporting Inn guests, it shall do so on Owner's behalf and as Owner's agent; or, upon Manager's recommendation and request, Owner shall directly enter into such leases. Notwithstanding the foregoing, Manager shall not and shall not require Owner to enter into any lease other than (i) Telephone Leases, (ii) Computer Leases, (iii) TV System Leases, (iv) FF&E Leases, and (v) leases of vehicles used in transporting Inn guests. With respect to FF&E Leases only, Manager shall be required to obtain Owner's prior written approval before entering into or requesting that Owner enter into any FF&E Lease, if (a) the fair market value of the FF&E with respect to all FF&E Leases relating to each Inn (including those being entered into) would exceed at any time Two Hundred Thousand Dollars ($200,000) (as increased each Fiscal Year after Fiscal Year 1996 by the CPI Percentage) in respect of such Inn, (b) the FF&E to be covered by such FF&E Lease is FF&E that is not customarily leased in the hotel industry in the United States, or (c) such FF&E Lease is on payment terms (including the amounts and schedule of ...
A hereof. B. The Members hereby agree that, upon the admission of Inland as a Member of the Company, Cordish's Capital Account shall be increased to equal the amount set forth next to its name on SCHEDULE A, which reflects the agreed-upon Gross Asset Value of the Existing Property as of the date hereof, reduced by (i) the amount of the Existing Debt as of the date hereof, (ii) the amount required to be contributed to the Owner Entity and then distributed to the Withdrawing Member under Section 4.1.A hereof, (iii) the aggregate amount deposited in escrow pursuant to Section 1 of the Escrow Agreement and Section 1 of the Liquidity Escrow Agreement, and (iv) amounts not yet contributed to the Company by Inland as of the date hereof pursuant to Section 1.4.1 of the Contribution Agreement. Cordish's Capital Account (and Adjusted Capital Balance) shall be increased from time to time, without duplication, as and when funds are (a) released and deposited into the Operations Reserve pursuant to Sections 2.1 and 2.2 of the Escrow Agreement and Section 2 of the Liquidity Escrow Agreement, and (b) deposited into the Operations Reserve pursuant to the terms of the Article I of the Contribution Agreement and Section 3.3.A of this Agreement.
A hereof. For purposes of obtaining a written consent, the Managing Members may require a response within a reasonable specified time, but not less than 15 days, and failure to respond in such time period shall constitute a consent that is consistent with the Managing Members' recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite consents are received even if prior to such specified time.
A hereof. B. The Members hereby agree that, upon the admission of Inland as a Member of the Company, Cordish's Capital Account shall be increased to equal the amount set forth next to its name on SCHEDULE A, which reflects the agreed-upon Gross Asset Value of the Existing Property as of the date hereof, reduced by (i) the amount of the Existing Debt as of the date hereof, (ii) the amount required to be contributed to the Owner Entity and then distributed to the Withdrawing Member under Section 4.1.A hereof, (iii) the aggregate amount deposited in escrow pursuant to Section 1 of the Liquidity Escrow Agreement, and (iv) amounts not yet contributed to the Company by Inland as of the date hereof pursuant to Section 1.4.1 of the Contribution Agreement. Cordish's Capital Account (and Adjusted Capital Balance) shall be increased from time to time, without duplication, as and when funds are (a) released and deposited into the Operations Reserve pursuant to Section 2 of the Liquidity Escrow Agreement, and (b) deposited into the Operations Reserve pursuant to the terms of Article I (specifically including Section 1.4.3) of the Contribution Agreement and Section 3.3.A of this Agreement.
A hereof. C. Manager shall from time to time make such (1) replacements and renewals to the FF&E of the Inns, and (2) repairs to each Inn building of the nature described in Section 7.02 A 2, as it deems necessary, up to the balance in the Repairs and Equipment Reserve. No expenditures will be made in excess of said balance without the prior approval of Lessee. Additionally, with respect to renovation projects in excess of $500,000 at an Inn, Lessee shall have the right to designate a contractor that Manager must allow to bid on such project and whose bid Manager must consider in good faith in selecting the contractor. At the end of each Fiscal Year, any amounts remaining in the Repairs and Equipment Reserve shall be carried forward to the next Fiscal Year. Proceeds from the sale of FF&E no longer necessary to the operation of each Inn shall be added to the Reserve. The Reserve will be kept in an interest-bearing account, and any interest which accrues thereon shall be retained in the Reserve. Neither (i) proceeds from the disposition of FF&E, nor (ii) interest which accrues on amounts held in the Reserve, shall (a) result in any reduction in the required contributions to the Reserve set forth in subsection B above, nor (b) be included in Gross Revenues.
A hereof. All amounts transferred to each Reserve shall be deducted from Gross Revenues in determining Operating Profit for the applicable Hotel and shall be deposited in the special Reserve account described in Section 5.03.B.
A hereof. Except as otherwise expressly provided in this Agreement, the consent of holders of a majority of the outstanding Partnership Units (including Partnership Units held by the General Partner and the Original Limited Partner) shall control.
