Hotel Management. (a) The Borrower shall procure that the Senior Borrower shall arrange for the management of the Hotels in accordance with the standard of business, operations, leasing practices, procedures, care and skill customarily used by prudent international institutional investors for properties similar to the Hotels in the Republic of Korea.
Hotel Management. A copy of the Initial HMA and each other Material Contract.
Hotel Management. Subject to the limitations set forth below, Seller shall operate and cause the Hotel to be managed until Close of Escrow in substantially the same manner that Seller operated the Property before the Opening of Escrow.
Hotel Management. The Company has entered into a contract with The Summit Group, Inc. for the management of its hotels (“Hotel Management Agreement”). The Summit Group, Inc. will be reimbursed its out-of-pocket expenses incurred as a result of its management of the Hotels, provided such expenses, combined with reimbursed expenses of the Company Manager, shall not exceed 4.5% of the gross sales of the Hotels on an annual basis. No additional management fee will be paid under the Hotel Management Agreement. Pursuant to the Hotel Management Agreement, The Summit Group, Inc. will hire hotel managers and work extensively with such persons to guide and direct their work. The cost of the compensation program of those hotel’s managers will be the responsibility of the Company and are not to be considered a reimbursement subject to the 4.5% cap above. All other operating costs necessary in the operation and financing of the hotels shall be paid by the Company and are not to be considered a reimbursement subject to the 4.5% cap. Furthermore, all expenses normally paid by a hotel company, including costs for bookkeeping services, and payments to third parties such as accountants and lawyers, shall be paid by the Company and are not to be considered a reimbursement subject to the 4.5% cap. The salaries of the president of The Summit Group, Inc., Xxxxx X. Xxxxxxxxxxx, its operations manager, and other executive employees of The Summit Group involved in the management of the Company’s hotels and all general operating expenses of The Summit Group, Inc. will be allocated proratably among all the properties being managed by The Summit Group, Inc., including the Company’s hotels. These expenses are to be considered reimbursement of costs subject to the 4.5% cap. As part of its duties as the hotel property manager, The Summit Group, Inc. will organize and supervise advertising and promotional programs; supervise the selection and purchase of all necessary hotel supplies, as well as replacement furniture, fixtures, and equipment; implement office and accounting systems and procedures; monitor and adjust room rates; direct promotional activities of the Company’s hotels; and direct the maintenance activities; and engage or select all vendors, suppliers, and independent contractors. The Summit Group, Inc. will be responsible, among other things, for performing all bookkeeping and administrative duties in connection with the hotels, including all collections and other miscellaneous matters. The Ho...
Hotel Management. The Members hereby acknowledge and agree that, notwithstanding the Major Decisions set forth in Section 9.4, so long as the manager of the Hotel (“Operator”) is Marcus Perimeter, LLC or an Affiliate of AM, CWI shall have the unilateral right to exercise the rights and/or the taking of any action or the omission to take any action, and/or the negotiation of any amendments, on behalf of the Company as “Owner” pursuant to and in accordance with the Hotel Management Agreement (subject to all limitations and obligations on the part of “Owner”) and to enforce and/or terminate the Hotel Management Agreement pursuant to the respective terms thereof (including, without limitation, the unilateral right to extend the term of the Hotel Management Agreement or terminate the Hotel Management Agreement). Upon any termination of Marcus Perimeter, LLC as Operator, CWI shall promptly select a bona fide third party as a replacement Operator (which selection shall be made by CWI in its sole but reasonable discretion).
Hotel Management. The Existing Hotel and the “post-conversion” Hotel shall be professionally managed at all times by a qualified and experienced hotel management company acceptable to and approved in writing by Lender (the “Hotel Manager”). All operating accounts for the Property shall be held in a bank or banks as approved by Lender and in accounts in which Lender has a perfected first priority security interest, provided however that absent a default under the Loan, disbursements from the operating accounts by the Hotel Manager to pay budgeted and other approved operating expenses (and Pay Rate Interest to Lender) shall not require Lender’s approval. Operating Revenues from the Property (but not including condominium unit sales proceeds) shall be disbursed solely to pay (and to pay in the following order) operating expenses, amounts due and payable under the Loan and then approved costs of the Conversion Project. Any sums in excess of this amount shall be held in a bank account in which Borrower shall grant to Lender a security interest, as a cost and expense reserve for these specified uses. The Hotel Manager shall enter into a consent and acknowledgement agreement as reasonably required by Lender establishing Lender’s security interests in the Hotel Manager management agreements, operating accounts, and other bank accounts, as well as establishing appropriate Lender approval and control rights both before and after any default under the Loan. No management arrangements shall be made available to purchasers of the Hotel Condominium units unless Lender’s prior written approval is obtained, along with a legal opinion reasonably acceptable to Lender reflecting the conformance thereof with all applicable laws. Borrower and/or its permitted successors shall not enter into any agreement providing for management of the Property without the prior written approval of Lender. All management agreements shall terminate, at Lender’s option, upon appointment of a receiver or foreclosure of the Property, whichever is earlier. Management fees shall not exceed five percent (5%) of gross revenues from the Property without the prior written consent of Lender. In addition to the foregoing, Borrower and all of the Guarantors hereby jointly and severally indemnify Lender against any claim, loss or damage arising from or relating to any non-compliance with any existing franchise agreement for the Property or any violation of the franchisor’s intellectual property rights.
Hotel Management. The initial paragraph of Section V.A. and Subsection V.A.1. of the Franchise Agreement are hereby deleted in their entirety and are replaced by the following:
Hotel Management. Franchisee will at all times retain and exercise management control over the Hotel. Any lease, management agreement or other arrangement for operating the Hotel or any part thereof (including, without limitation, food and beverage service facilities) shall be subject to Franchisor’s prior written consent, which such consent shall not be unreasonably withheld.
Hotel Management. Employees at the Manager level work under the direction of senior management and are required to manage and coordinate the activities of a relevant area or areas of the Hotel. Managers direct staff to ensure they carry out their duties in the relevant area or areas of the hotel and implement policies, procedures and operating systems for the Hotel. Employees appointed in Hotel Management will have completed an appropriate level of training in business management or have relevant industry experience, including the supervision of staff in one or more areas of the Hotel. Indicative duties and job titles are provided in Schedule 2.
Hotel Management. The Members hereby acknowledge and agree that, notwithstanding the terms and conditions of this Agreement to the contrary (including, but not limited to, the Sections 9.1 – 9.4), (a) so long as the manager of the Hotel (“Operator”) is an Affiliate of FHR, FHR shall have no right to make decisions and/or exercise the rights and/or take any action or omit to take any action, and/or negotiate any amendments on behalf of any counterparty under the Hotel Management Agreement (subject to all limitations and obligations on the part of “Owner”); (b) the TRS SUB (at the direction of CWI) shall have all of the foregoing rights as well as the right to enforce and/or terminate the Hotel Management Agreement pursuant to the respective terms thereof (including, without limitation, the unilateral right to extend the term of or terminate the Hotel Management Agreement and/or any major decisions triggered by terms and conditions of the Hotel Management Agreement); and (c) FHR shall have no right directly or indirectly to vote on or influence any such matters (in avoidance of doubt, in no event shall FHR, in its capacity as a Member of the Company, have the right to prevent or interfere with the exercise of Managing Member’s rights under Section 9.2 and Section 9.3 to the extent “Owner” had the right to do so under the Hotel Management Agreement unless Managing Member is expressly prohibited from doing so under the limitations of Section 9.4 of this Agreement (e.g., if “Owner” under the Hotel Management Agreement had the right to undertake ROI Capital Improvements (as defined in the Hotel Management Agreement) with the consent of Manager under the Hotel Management Agreement, FHR shall not have the right to prevent or otherwise interfere with or approve or consent to the undertaking of such ROI Capital Improvements under Section 9.2 or Section 9.3 or otherwise under this Agreement unless prohibited under Section 9.4 of this Agreement, provided that in no event shall FHR have any obligation to contribute any additional Capital Contribution in connection therewith)). Upon any termination of FHR or any Affiliate of FHR as Operator, FHR shall have the right to vote on decisions on behalf of the Company or the TRS SUB as “Owner” under the Hotel Management Agreement, and TRS SUB shall promptly select a bona fide third party as a replacement Operator (provided that FHR shall not be entitled to vote or influence such selection which shall be made by TRS SUB in its sole but reasonabl...
