Common use of Joint Decisions Clause in Contracts

Joint Decisions. Notwithstanding the provisions of Section 7.01, the Operating Member shall not take any of the following actions (collectively, the "Joint Decisions") unless such Joint Decision has been approved by the Non-Operating Member or is set forth in the Business Plan (it being understood that for all purposes hereof, all Joint Decisions shall require the consent of both the Operating Member and the Non-Operating Member); provided, with respect to Sections 7.02(a)(i), 7.02(a)(ix), 7.02(a)(x), 7.02(b)(i) and 7.02(b)(iii) below, (i) such consent shall not be unreasonably withheld or delayed (and with respect to Sections 7.02(a)(x) and 7.02(b)(iii) shall take into account the timing and quality of the service to be performed and the quality of the service provider) and (ii) if the other Member fails to grant or deny its consent within 7 Business Days after a request for such consent has been made, such consent shall be deemed given. (a) At all times throughout the term of this Agreement the following shall be a Joint Decision: (i) entering into or causing any Property Owner to enter into any Lease which is inconsistent with the Leasing Guidelines; (ii) entering into or causing any Property Owner to enter into any modification, amendment, surrender or termination, other than pursuant to an option contained in a Lease, which (x) shortens the term of any Lease, (y) reduces the amount paid by the tenant or (z) materially increases the landlord's obligations thereunder, which in the case of (x), (y) or (z) will have a Net Cost to the landlord of $100,000.00 (as increased by the CPI Increase) or more with respect to a single transaction or $250,000.00 (as increased by the CPI Increase) with respect to all of the transactions entered into by all Property Owners in a single calendar year; provided, that without the consent of the Non-Operating Member, the Operating Member may settle disputes with tenants in the ordinary course of business and terminate Leases of tenants in default. As used herein the term "Net Cost" means the amount, if any, by which the present value (applying a discount rate of 10% per annum) as of the effective date of the transaction in question of the aggregate amount of payments to be foregone or made by the landlord (net of any amounts to be received by the landlord in connection with the transaction) exceeds the present value (applying such discount rate) as of such date of the revenue which the applicable Property Owner reasonably expects to receive from a replacement tenant with respect to whom such Property Owner has either executed a Lease or which has been specifically identified and negotiations with such replacement tenant have progressed to the point that the Operating Member reasonably expects a Lease to be executed;

Joint Decisions. Notwithstanding anything in this Agreement to the provisions of Section 7.01contrary, no action shall be taken, sum expended, or obligation incurred by the Managing Member, the Operating Member shall not take Company or any of Subsidiary regarding the following actions matters described in this Section 4.1(b) (collectively, the "“Joint Decisions"”) unless such Joint Decision has been specific action or expenditure is approved by the Non-Operating Managing Member, the Blackstone Member or is set forth (after the occurrence of a Change of Control) and the HGV Member (and, in the Business Plan (it being understood that for all purposes hereof, all Joint Decisions shall require the consent case of both the Operating Member and the Non-Operating Member); provided, with respect to Sections 7.02(a)(i), 7.02(a)(ix), 7.02(a)(x), 7.02(b)(i) and 7.02(b)(iii) below, (i) such consent shall not be unreasonably withheld or delayed (and with respect to Sections 7.02(a)(x) and 7.02(b)(iii) shall take into account the timing and quality of the service any actions to be performed and taken by any Subsidiary, subject to any requirements under the quality organizational documents of the service provider) and (ii) if the other Member fails such Subsidiary to grant or deny its consent within 7 Business Days after a request for take such consent has been made, such consent shall be deemed given. (a) At all times throughout the term of this Agreement the following shall be a Joint Decision:action): (i) entering into any transaction with an Affiliate of the Managing Member, other than on terms at least as favorable to the Company (or causing any Property Owner to enter into Subsidiary) as would be obtained in an arms’ length transaction (unless expressly contemplated by this Agreement or any Lease which is inconsistent with of the Leasing GuidelinesHGV Agreements); (ii) entering into or causing any Property Owner to enter into any modification, amendment, surrender or termination, other than pursuant to an option contained in a Lease, which (x) shortens constructing the term of any Lease, (y) reduces the amount paid by the tenant or (z) materially increases the landlord's obligations thereunder, which in the case of (x), (y) or (z) will have a Net Cost to the landlord of $100,000.00 (as increased by the CPI Increase) or more with respect to a single transaction or $250,000.00 (as increased by the CPI Increase) with respect to all of the transactions entered into by all Property Owners in a single calendar yearSecond Tower; provided, that without no pre–development work or the consent commissioning of the Non-Operating Memberfeasibility, the Operating Member may settle disputes with tenants in the ordinary course of business and terminate Leases of tenants in default. As used herein the term "Net Cost" means the amountzoning, if anyentitlement, by which the present value (applying a discount rate of 10% per annum) as of the effective date of the transaction in question of the aggregate amount of payments to be foregone engineering, or made by the landlord (net of any amounts to be received by the landlord in connection with the transaction) exceeds the present value (applying such discount rate) as of such date of the revenue which the applicable Property Owner reasonably expects to receive from a replacement tenant environmental studies or similar reports or plans with respect to whom such Property Owner has either executed a Lease or which has been specifically identified and negotiations with such replacement tenant have progressed the Second Tower shall be deemed “construction” for the purposes of this Section 4.1(b)(ii); (iii) any acquisition of real property unrelated to the point Company, any Subsidiary or the Property; (iv) any amendment to this Agreement or other action taken by the Managing Member that materially and adversely alters the Operating rights or obligations of one Member reasonably expects in a Lease specific manner separate and distinct from such amendment’s or action’s treatment of the other Members; (v) except as expressly permitted by this Agreement, the Managing Member causing any distribution which disproportionately benefit one Member over another Member; (vi) the admission of an additional Member or Members to be executedthe Company, except as permitted by Section 3.2; (vii) the dilution of any Member’s Capital Sharing Ratio except as provided with respect to Non-Funding Members as set forth in Section 6.3 hereof; (viii) causing the Company or any Subsidiary to (1) make an assignment for the benefit of creditors; (2) file a voluntary petition in bankruptcy; (3) file a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any federal bankruptcy statute, law or regulation; or (4) file an answer or other pleading in a bankruptcy proceeding admitting or failing to contest the material allegations of a petition filed against it in any proceeding for reorganization or of a similar nature; (ix) making any loans or payments of any fees to the Managing Member or its Affiliates outside the normal course of business; and (x) changing the purpose and scope of the business of the Company as described in Section 2.5 hereof.