PIP. Prior to the Effective Date, Seller notified the Franchisor of the potential sale of the Hotel and requested Franchisor to perform a property improvement plan in respect of the Hotel (the “PIP”). The Franchisor produced the PIP, including a timeline and budget for implementation of the PIP (the “PIP Budget”). The costs of completing the PIP shall be borne by Buyer up to $1,224,381.00 (the “PIP Threshold”), and any PIP costs in excess of the PIP Threshold, whether incurred before or after Closing shall be paid by Seller. To the extent Seller expends sums toward completion of the PIP implementation prior to Closing, Seller shall receive a credit therefor at Closing provided such sums are strictly in accordance with the PIP Budget. To provide for the timely payment of any shortfall between the PIP Threshold and the actual cost of the PIP implementation, at Closing, Seller shall deposit an amount equal to ten percent (10%) of the PIP Threshold (the “PIP Holdback”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period equal to the earlier to occur of two (2) years or completion of the PIP in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit J (the “PIP Agreement”), which escrow and PIP Agreement shall be established and entered into at Closing by Seller and Buyer. Neither Seller nor Buyer shall commit the Franchisor to materially alter the PIP in a manner that would increase the PIP Budget, without the prior written consent of the other party hereto.
PIP. The Borrower shall carry out the Project in accordance with the PIP, and except as the Association shall otherwise agree, the Borrower shall not amend or waive any provision of the PIP, if such amendment or waiver may, in the opinion of the Association, materially or adversely affect the implementation of the Project.
PIP. Subject to Section 4.9 hereof, Sellers shall use good faith efforts to implement the Product Improvement Plan agreed to with the Hotel’s licensor, but Sellers shall not be obligated to incur any costs and expenses in connection therewith unless such costs and expenses are required for Sellers to maintain the license agreement with Hilton. All costs and expenses incurred by Sellers in connection therewith shall be paid by Buyer to Sellers on the Closing Date, together with any bank fees (if such loan is from a third party bank) and interest thereon from the date that such expenses are incurred until the Closing Date at a rate equal to (i) actual interest rate paid by Sellers in connection with any such sums that are borrowed from third party lenders, or (ii) the rate, not to exceed, in any event LIBOR plus 7% per annum in connection with any sums that are borrowed from affiliates of the Seller.
PIP. Ovid shall be responsible for the full applying process to obtain EMA agreement for the Paediatric Investigational Plan in order to allow the Licensee to submit the MAA for the Product for the Initial Indication in the Licensee Territory. Ovid shall discuss and agree with the Licensee the PIP before moving forward with the application process. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
PIP. (i) Each Borrower shall take all necessary action to diligently complete in a manner acceptable to the applicable Approved Franchisor the PIP Work applicable to such Borrower’s Asset as contemplated under the applicable PIP and in accordance with the applicable PIP Budget on or before the PIP Completion Date, as any of the same may have been modified or amended in accordance with Section 5.02(v); provided, however, that in the case of any PIP having a budget in excess of $15,000 per room, the Administrative Agent, the Lenders and their respective agents and representatives (including the Administrative Agent’s engineer, architect or inspector) shall be entitled to enter onto any Borrower’s Asset during normal business hours upon reasonable notice (subject to the rights of guests or invitees of such Asset) to inspect the progress of any PIP Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such PIP Work. Such Borrower shall deliver to the Administrative Agent as soon as practicable following the completion of the applicable PIP Work evidence reasonably satisfactory to the Administrative Agent that the applicable Approved Franchisor has accepted the applicable PIP Work as complete.
PIP. (i) If Purchaser or any of its Affiliates (including, after giving effect to the Closing, the Acquired Entities) receives any PIP from the Medicare program associated with the operations of the Hospitals relating solely to periods that begin and end during the Holding Period, Purchaser will pay LifePoint an amount equal to such PIP received by Purchaser or its Affiliates. If Purchaser or any of its Affiliates (including, after giving effect to the Closing, the Acquired Entities) receives any PIP from the Medicare program associated with the operations of the Hospitals relating to both the Holding Period and to periods before or after the Holding Period, Purchaser will pay LifePoint an amount equal to the PIP actually received by Purchaser or its Affiliates for such period multiplied by a fraction, the numerator of which shall be the total number of days during the Holding Period attributable to such PIP and the denominator of which shall be the total number of days attributable to such PIP.
PIP. E. and/or UA National Certified Journeymen shall be hired and/or rehired in accordance with the length of service with any of the Contractors in the Southern California area parties to an agreement with District Council No. 16 as follows:
PIP. Borrower shall complete and pay for in full any PIP, in a good, workmanlike and lien free manner within the time-frame set forth in the Franchise Agreement. Borrower agrees to promptly provide to Lender any other PIP that Borrower receives from Franchisor.
PIP. Buyer shall receive a credit against the Purchase Price at closing in the amount of Two Hundred Seventy-Five Thousand Dollars ($275,000), and Seller shall assign to Buyer, and Buyer shall assume all of Seller’s remaining obligations under, any design, construction and other contracts to which Seller or Manager is a party relating to the completion of the PIP Work.
PIP. There are no PIPs outstanding with respect to the Property.
