Owner and Manager. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between Owner and Manager, it being expressly understood and agreed that neither the computation of rent nor any other provision contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relationship between Owner and Manager other than the relationship of Owner and Manager.
Owner and Manager recognize the necessity of a program of replacement of furnishings and equipment and the need to cause the Condado to continue to be furnished, equipped and landscaped as a first class resort hotel. In furtherance of this purpose, Owner shall expend each year not less than $1,2000,000 for a reserve (the "Capital Replacement and Improvement Reserve"), provided there is sufficient "Cash Available from Operations." "Cash Available from Operations" shall be determined by deducting from Gross Revenues (as hereinafter defined) all operating expenses, including the deduction of the Basic and Incentive Management Fees, including any Deferred Fees (as hereinafter defined); rental payments for the Laguna Wing; all premiums for insurance maintained pursuant to Sections 5.1 and 5.2 of this Agreement; any Condado Operating Loss Carryforward (as hereinafter defined); property taxes and taxes on income; interest charges and debt servicing for borrowed money; dividends and redemption payments on the Class A preferred stock, without par value, of Owner (the "Class A Preferred Stock"); and by further deducting from Gross Revenues the amount of advances by way of loans or capital contributions, made for purposes of funding the Capital Replacement and Improvement Reserve. Expenditures in any year in excess of $1,200,000 shall be deemed credited against subsequent years' requirements under this Section 3.4.1.
Owner and Manager. Landxxxx xxxes to Tenant and Tenaxx xxxnowledges having the following information:
Owner and Manager acknowledge and agree that Owner desires to take a more active role in day-to-day operations of its real estate holdings, but at the time of Owner's entry into this Agreement, Owner is not in a position to reflect in this Agreement its desired more active participation in day-to-day real estate operations. Accordingly, Manager agrees that upon Owner's notice that Owner desires to restructure
Owner and Manager acknowledge that nothing contained in this agreement shall restrict or otherwise affect the rights of Vornado Realty Trust or any affiliate thereto in connection with any loan facility provided by Vornado Realty Trust or such affiliate to Alexander's, Inc. and/or its subsidiary.
Owner and Manager shall cause all leases, grants and other written transfers of interest in such Hotel to contain a provision expressly requiring all holders thereof to take the property subject to the restrictions and not to violate any of the conditions of the Declaration of Environmental Restrictions.
Owner and Manager hereby acknowledge that affiliates of Owner and Manager have heretofore entered into that certain Real Estate Retention Agreement, dated as of July 20, 1992 (the "Retention Agreement"), whereby Vornado Realty L.P., as successor in interest to Vornado, Inc. has agreed to act as leasing agent with respect to the Properties.
Owner and Manager. (i) The Dealer conducts business under the following legal form: Corporation
Owner and Manager acknowledge and agree that Manager shall be entitled to cause a sign to be erected and maintained at the Facility at Owner’s expense. The sign will display the name of the Facility.
Owner and Manager. E. All property damage insurance procured and maintained pursuant to the Agreement, including, without limitation, insurance procured and maintained pursuant to A(1), A(2) and A(7) above, shall name Owner and Manager as insureds and shall provide for the payment of losses thereunder to Owner and Manager as their respective interests shall appear thereon. All liability insurance procured and maintained pursuant to the Agreement, including without limitation, the policies procured and maintained pursuant to A(3), (4), (5), (6) and (8), shall name Owner, Manager, their Affiliates and their and their Affiliates' respective shareholders, partners, directors, officers, agents and employees as insureds. All policies of Workers Compensation and Employers Liability pursuant to B (1) and (2) shall include a waiver of subrogation in favor of Owner.
