RHI Clause Samples

RHI. Manager’s Affiliate, Radisson Hotels International, Inc. Reimbursable Expenses. All reasonable travel, lodging, entertainment, telephone, facsimile, postage, courier, delivery, Hotel Employee training and other expenses incurred by Manager that are directly related to its performance of this Agreement. Each Annual Plan shall include provision for Reimbursable Expenses. Reservations Fee. As defined in Section 11.1(b). Reservation System. The system for accepting and transmitting System Reservations to System Hotels through various media, including HARMONY, toll free numbers, Manager’s Internet web site, Third Party Systems, using the applicable chain code, and other means that may be used by Manager from time to time for this purpose. Reserve Fund Account. The account into which Reserve Fund Payments are made. Reserve Fund Payments. Four Percent (4%) of Gross Revenue. Reserve Fund Work. Expenditures to be made from the Reserve Fund Account for the routine replacement and new purchases of FF&E and interior finishes, and those non-routine repairs and maintenance that are normally capitalized including such work as: (i) exterior repainting; (ii) resurfacing building walls, floor, roof and parking areas; and (iii) replacing folding walls. Each Annual Plan shall include provision for Reserve Fund Work and a narrative or description of the Reserve Fund Work contemplated thereby. Reserve Fund Work Budget. Each annual budget reflecting the estimated costs for all Reserve Fund Work.

RHI has full legal right, power and authority to enter into and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by RHI and constitutes a legal, valid and binding Agreement of RHI.

RHI the Borrower and each Subsidiary of the Borrower, as applicable, owns, is licensed or otherwise has the lawful right to use, or has all Permits and other governmental approvals, patents, trademarks, trade names, copyrights, technology, know-how, permits and processes used in or necessary for the conduct of its respective business as currently conducted which are material to its condition (financial or otherwise), operations, performance and prospects, taken as a whole. Except as set forth on Schedule 7.01-X attached hereto, no claims are pending or, to the best of RHI's and the Borrower's knowledge following diligent inquiry, threatened that RHI, the Borrower or any Subsidiary of the Borrower is infringing or otherwise adversely affecting the rights of any Person with respect to such Permits and other governmental approvals, patents, trademarks, trade names, copyrights, technology, know-how, permits and processes, except for such claims and infringements as do not, in the aggregate, give rise to any liability on the part of RHI, the Borrower or any Subsidiary of the Borrower which will, or is reasonably likely to, result in a Material Adverse Effect.

RHI the Borrower and each Subsidiary of the Borrower has the requisite corporate power and authority (A) to execute, deliver and perform each of the Loan Documents which have been executed by it as required by this Agreement on or prior to the Effective Date and (B) to file or record the Loan Documents which have been filed or recorded by it with any Governmental Authority as required by this Agreement on or prior to the Effective Date.

RHI and Genius hereby agree to engage in the development, production, distribution and other exploitation of the four (4) motion pictures set forth in Schedule 1 hereof currently intended for initial US television exhibition on the ION Network (each a “Picture” and collectively, the “Pictures”) subject to the terms and conditions hereof. Schedule 1 may be supplemented if and when the parties mutually agree on additional motion pictures to be produced hereunder (collectively, “Additional Pictures”), subject to Paragraph 17 below. With respect to each Picture, Schedule 2 hereof sets forth the direct production cost budget (“Budget”), the complete schedule of pre-production, production and post-production “Schedule”) and the lead cast (“Lead Cast”). Two of the Pictures will be in the “Westerns Collection” (each, a “Western Picture”) and two of the Pictures will be in the “Greatest Adventures Collection” (each, an “Adventure Picture”) as set forth in Schedule 1.

RHI will obtain and maintain customary production liability insurance throughout the production of each Picture, as well as “errors and omissions” insurance coverage with respect to each Picture for no less than five (5) years after Delivery of each Picture to Genius, in each with limits of not less than $1,000,000 per occurrence / $3,000,000 in the aggregate per year. Genius will be named as an additional insured with respect to each of the foregoing coverages.

RHI the Borrower and each Subsidiary of the Borrower (A) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing will have or is reasonably likely to have a Material Adverse Effect, and (C) has all requisite corporate power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by this Agreement. RHI, the Borrower and each Subsidiary of the Borrower which is a Domestic Subsidiary has filed and maintained effective (unless exempt from the requirements for filing) a current Business Activity Report with the appropriate Governmental Authority in the states of Minnesota and New Jersey.

RHI is in compliance with and, during the term of this Agreement, will remain in compliance with the capital and financial reporting requirements of each national securities exchange or association of which it is a member, the Securities and Exchange Commission, and in each state in which it is licensed. e.) RHI will keep confidential any information not otherwise generally available to the public, which it may acquire as a result of this Agreement regarding the business and affairs of the Bank. RHI will treat the names of account holders and Customers as confidential, and shall not provide such names to third parties, other than its corporate affiliates, as shall be