{"component": "definition", "props": {"groups": [{"size": 8, "samples": [{"hash": "jKpmwsSIbGK", "uri": "/contracts/jKpmwsSIbGK#performance-termination-threshold", "label": "Management Agreement (Apple REIT Nine, Inc.)", "score": 21.0, "published": true}, {"hash": "iHayHE8LmFy", "uri": "/contracts/iHayHE8LmFy#performance-termination-threshold", "label": "Management Agreement (Apple REIT Nine, Inc.)", "score": 21.0, "published": true}, {"hash": "iBiqXSVgQom", "uri": "/contracts/iBiqXSVgQom#performance-termination-threshold", "label": "Management Agreement (Apple REIT Eight, Inc.)", "score": 21.0, "published": true}], "snippet_links": [{"key": "schedule-1", "type": "definition", "offset": [43, 53]}], "snippet": "shall have the meaning ascribed thereto in Schedule 1.", "hash": "4fa2a21b8040bac584a50228cdfadbda", "id": 1}, {"size": 4, "samples": [{"hash": "hsblGeXjCEw", "uri": "/contracts/hsblGeXjCEw#performance-termination-threshold", "label": "Management Agreement (Apple Reit Six Inc)", 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"initial-investment", "type": "definition", "offset": [53, 71]}], "snippet": "means an amount equal to eighty percent (80%) of the Initial Investment.", "hash": "6866f59f0bcfba2b4d40c3f08471f214", "id": 4}, {"size": 3, "samples": [{"hash": "k6o9y5VKgoN", "uri": "/contracts/k6o9y5VKgoN#performance-termination-threshold", "label": "Submanagement Agreement (Wyndham International Inc)", "score": 18.0, "published": true}, {"hash": "gwJgEZva08Y", "uri": "/contracts/gwJgEZva08Y#performance-termination-threshold", "label": "Submanagement Agreement (Interstate Hotels Management Inc)", "score": 18.0, "published": true}], "snippet_links": [{"key": "average-operating-profit", "type": "clause", "offset": [10, 34]}, {"key": "performance-termination-period", "type": "clause", "offset": [44, 74]}, {"key": "for-the-purpose-of", "type": "definition", "offset": [100, 118]}, {"key": "calculating-the", "type": "clause", "offset": [119, 134]}, {"key": "time-charges", "type": "clause", "offset": [313, 325]}, 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"definition", "offset": [1015, 1025]}, {"key": "statement-of", "type": "clause", "offset": [1044, 1056]}, {"key": "made-pursuant-to", "type": "clause", "offset": [1139, 1155]}, {"key": "pursuant-to-subsection", "type": "clause", "offset": [1212, 1234]}, {"key": "in-good-faith", "type": "clause", "offset": [1254, 1267]}, {"key": "day-of", "type": "clause", "offset": [1394, 1400]}, {"key": "full-fiscal-year", "type": "definition", "offset": [1418, 1434]}, {"key": "during-the-term", "type": "clause", "offset": [1435, 1450]}, {"key": "applicable-to", "type": "clause", "offset": [1554, 1567]}, {"key": "the-product", "type": "clause", "offset": [1665, 1676]}, {"key": "change-in", "type": "definition", "offset": [1706, 1715]}, {"key": "gdp-deflator", "type": "definition", "offset": [1720, 1732]}, {"key": "from-the-effective-date", "type": "clause", "offset": [1733, 1756]}, {"key": "date-of", "type": "clause", "offset": [1764, 1771]}], "snippet": "means the average Operating Profit over the Performance Termination Period; provided, however, that for the purpose of calculating the Performance Termination Threshold, the following adjustments shall be made in calculating the average Operating Profit over the Performance Termination Period: (i) so-called one-time charges in connection with its take-over of the Hotel shall not be included as Deductions, and (ii) costs that would have been incurred during the first six (6) months of the Performance Termination Period had the Hotel been operating in accordance with System Standards (i.e. costs of guest complementaries such as newspapers, front desk staffing and other similar recurring operating costs to the extent not incurred during such six first (6) month period) and management fees in a deemed amount equal to the Base Management Fee (in lieu of any actual management fees) shall be included in Deductions. Within sixty (60) days after the end of the Performance Termination Period, Submanager shall deliver to Primary Manager a statement of the Performance Termination Threshold, and therein shall describe any adjustments made pursuant to subsections (i) and/or (ii) above. Any adjustments made pursuant to subsection (ii) shall be made in good faith by Submanager and shall reflect the costs reasonably incurred at similar hotels managed by Submanager. Commencing as of first day of the fourth (4th) full Fiscal Year during the Term, and for each Fiscal Year thereafter, the Performance Termination Threshold (as originally calculated) applicable to such year shall be adjusted by adding (or subtracting) thereto (or therefrom) an amount equal to the product of (i) 75% of the percentage change in the GDP Deflator from the Effective Date to the date of adjustment, times (ii) the Performance Termination Threshold (as originally calculated).", "hash": "9e2b63d54e375eb011a5b3ae1db3ee59", "id": 5}, {"size": 2, "samples": [{"hash": "genWdbt0ZKq", "uri": "/contracts/genWdbt0ZKq#performance-termination-threshold", "label": "Purchase Agreement (Gaylord Entertainment Co /De)", "score": 23.4120465435, "published": true}, {"hash": "l8XKjCBnRuF", "uri": "http://ir.rymanhp.com/static-files/e8f96a35-697d-4355-9fc4-0ff007849f60", "label": "ir.rymanhp.com", "score": 10.1704312115, "published": false}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "fiscal-year", "type": "definition", "offset": [28, 39]}, {"key": "equal-to", "type": "definition", "offset": [51, 59]}, {"key": "of-the-owner", "type": "clause", "offset": [81, 93]}], "snippet": "means, with respect to each Fiscal Year, an amount equal to ninety percent (90%) of the Owner\u2019s Priority for such Fiscal Year.", "hash": "d0e1411686e02c93afc6da632093c75a", "id": 6}, {"size": 2, "samples": [{"hash": "5R6wQrwWtC", "uri": "/contracts/5R6wQrwWtC#performance-termination-threshold", "label": "Management Agreement (Hospitality Properties Trust)", "score": 18.0, "published": true}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "fiscal-year", "type": "definition", "offset": [67, 78]}, {"key": "during-the-term-of-this-agreement", "type": "clause", "offset": [79, 112]}, {"key": "dollar-amount", "type": "clause", "offset": [118, 131]}, {"key": "additional-invested-capital", "type": "definition", "offset": [191, 218]}, {"key": "by-owner", "type": "definition", "offset": [228, 236]}, {"key": "pursuant-to-clause", "type": "clause", "offset": [237, 255]}, {"key": "the-definition-of", "type": "definition", "offset": [264, 281]}, {"key": "equal-to", "type": "definition", "offset": [440, 448]}, {"key": "five-percent", "type": "clause", "offset": [458, 470]}, {"key": "change-in", "type": "definition", "offset": [495, 504]}, {"key": "gdp-deflator", "type": "definition", "offset": [509, 521]}, {"key": "provided-that", "type": "clause", "offset": [605, 618]}, {"key": "in-no-event-will", "type": "clause", "offset": [620, 636]}, {"key": "the-performance", "type": "clause", "offset": [637, 652]}, {"key": "as-of-the-effective-date", "type": "clause", "offset": [695, 719]}, {"key": "calculating-the", "type": "clause", "offset": [751, 766]}, {"key": "period-of-time", "type": "clause", "offset": [816, 830]}, {"key": "rates-of", "type": "clause", "offset": [885, 893]}, {"key": "for-purposes-of-this-agreement", "type": "definition", "offset": [1219, 1249]}, {"key": "rate-of-change", "type": "definition", "offset": [1264, 1278]}, {"key": "excluded-years", "type": "clause", "offset": [1325, 1339]}, {"key": "in-clauses", "type": "clause", "offset": [1369, 1379]}, {"key": "to-the-extent", "type": "clause", "offset": [1514, 1527]}, {"key": "prior-to", "type": "clause", "offset": [1610, 1618]}, {"key": "date-of", "type": "clause", "offset": [1931, 1938]}, {"key": "the-items", "type": "definition", "offset": [2006, 2015]}, {"key": "substantially-completed", "type": "definition", "offset": [2033, 2056]}], "snippet": "means, with respect to each full --------------------------------- Fiscal Year during the Term of this Agreement, the dollar amount set forth on Exhibit \"A-l\", plus eight percent (8%) of any Additional Invested Capital expended by Owner pursuant to clause (ii) of the definition of Priority Basis; provided, however, that the aforesaid dollar amount shall be adjusted, as of the tenth (l0th) anniversary of the Effective Date, in an amount equal to seventy- five percent (75%) of the percentage change in the GDP Deflator between the Effective Date and the tenth (l0th) anniversary of the Effective Date; provided that, in no event will the Performance Termination Threshold be lower than it is as of the Effective Date; and provided further, that in calculating the aforesaid change in the GDP Deflator during such period of time, both (i) the two (2) years having the highest annual rates of change in the GDP Deflator during such period, and (ii) the two (2) years having the lowest annual rates of change in the GDP Deflator during such period, shall be ignored, and such percentage change in the GDP Deflator between the Effective Date and the tenth (l0th) anniversary of the Effective Date shall be recalculated, for purposes of this Agreement, using as the rate of change in the GDP Deflator for each of such four (4) excluded years (i.e., those years described in clauses (i) and (ii), above) the average annual rate of change in the GDP Deflator during the non- excluded years; and provided further that, to the extent that certain portions of the Performance Termination Threshold, as of immediately prior to such tenth (l0th) anniversary adjustment, reflect expenditures which qualify as Additional Invested Capital, the aforesaid GDP Deflator adjustment shall be calculated with respect to such portions by using, as the base, not the GDP Deflator as of the Effective Date, but rather the GDP Deflator as of either the date of such expenditure or if construction is involved) the date on which the items in question were substantially completed.", "hash": "c617f76981f6f5a80191cbd31099ebd5", "id": 7}, {"size": 1, "samples": [{"hash": "2g4LmkRFmiL", "uri": "/contracts/2g4LmkRFmiL#performance-termination-threshold", "label": "Management Agreement (DiamondRock Hospitality Co)", "score": 21.0, "published": true}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "fiscal-year", "type": "definition", "offset": [28, 39]}, {"key": "equal-to", "type": "definition", "offset": [51, 59]}, {"key": "of-the-owner", "type": "clause", "offset": [72, 84]}], "snippet": "means, with respect to each Fiscal Year, an amount equal to percent ( ) of the Owner\u2019s Priority for such Fiscal Year.", "hash": "39e620f079955d319e445573f53a6a51", "id": 8}, {"size": 1, "samples": [{"hash": "1SBnnSq3imk", "uri": "/contracts/1SBnnSq3imk#performance-termination-threshold", "label": "Management Agreement (Crestline Capital Corp)", "score": 18.0, "published": true}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "full-fiscal-year", "type": "definition", "offset": [62, 78]}, {"key": "during-the-term-of-this-agreement", "type": "clause", "offset": [79, 112]}, {"key": "dollar-amount", "type": "clause", "offset": [116, 129]}, {"key": "equal-to", "type": "definition", "offset": [130, 138]}], "snippet": "means, with respect to each --------------------------------- full Fiscal Year during the Term of this Agreement, a dollar amount equal to eight percent (8%) of Owner's Investment.", "hash": "1130484178b0bbb64d4e8f4996e5a484", "id": 9}, {"size": 1, "samples": [{"hash": "awCF6uK1BIo", "uri": "/contracts/awCF6uK1BIo#performance-termination-threshold", "label": "Management Services Agreement (CNL Healthcare Trust, Inc.)", "score": 23.9678302533, "published": true}], "snippet_links": [{"key": "day-of", "type": "clause", "offset": [128, 134]}, {"key": "during-the-term", "type": "clause", "offset": [170, 185]}, {"key": "lesser-of", "type": "definition", "offset": [193, 202]}], "snippet": "means One Million Seven Hundred Thousand Dollars ($1,700,000) for the first Stabilization Year, and shall increase on the first day of each Stabilization Year thereafter during the Term by the lesser of CPI and three percent (3%) over the previous Stabilization Year.", "hash": "35b91444053435d8103abaf63edc5db1", "id": 10}], "next_curs": "Cm4SaGoVc35sYXdpbnNpZGVyY29udHJhY3RzckoLEhpEZWZpbml0aW9uU25pcHBldEdyb3VwX3Y1NiIqcGVyZm9ybWFuY2UtdGVybWluYXRpb24tdGhyZXNob2xkIzAwMDAwMDBhDKIBAmVuGAAgAA==", "definition": {"size": 31, "title": "Performance Termination Threshold", "snippet": "shall have the meaning ascribed thereto in Schedule 1.", "id": "performance-termination-threshold", "examples": ["Manager shall have the right to cure the <strong>Performance Termination Threshold</strong> within 60 days of the end of the measurement period if failed at it\u2019s option.", "Operating Profit for each such Fiscal Year is less than the <strong>Performance Termination Threshold</strong> for such Fiscal Year; provided that, for purposes of this Section 2.02.A.1. only, Operating Profit shall be computed without deducting any Impositions.", "Base Fee \u2013 3% of Total Revenue Incentive Management Fee \u2013 20% of Proceeds after Owner\u2019s Priority 12% of Purchase Price Owner will have the right to terminate the management agreement if in any year (after the first \u201cstub\u201d year) the following occurs: (a) Gross Operating Profit is less than the <strong>Performance Termination Threshold</strong> AND (b) the RevPAR Index is less than 100%.", "It is understood that the word &quot;burden&quot;, as used in the preceding sentence, shall encompass not only additional work to be performed by Submanager, but also the adverse effect on the achievement of the <strong>Performance Termination Threshold</strong> which would be caused by requiring increased services to be provided to the Hotel by third parties and by paying from Gross Revenues any other expenses incurred by Submanager in meeting such additional obligations.", "It is understood that the word &quot;burden&quot;, as used in the preceding sentence, shall encompass not only additional work to be performed by Manager, but also the adverse effect on the achievement of the <strong>Performance Termination Threshold</strong> which would be caused by requiring increased services to be provided to the Hotel by third parties and by paying from Gross Revenues any other expenses incurred by Manager and/or Marriott in meeting such additional obligations.", "The term \u201cShortfall Payment\u201d shall mean the payment to Owner of the amount by which Operating Profit for each of the two (2) Fiscal Years referenced in Section 2.02.A was less than the <strong>Performance Termination Threshold</strong> for such Fiscal Year (such amount, the \u201cShortfall Amount\u201d), which payment shall be made within five (5) business days after the date on which Owner receives the Shortfall Notice.", "In addition, the <strong>Performance Termination Threshold</strong> shall be reduced by an amount equal to eight percent (8%) of such total amount (if any) of any award received by Owner pursuant to this Section 15.02.B which is not used to restore the Inn.", "Commencing with the Stabilization Date, in the event that the sum of Adjusted NOI plus the Subordinated Base Management Fee during any Stabilization Year does not equal or exceed the <strong>Performance Termination Threshold</strong>, then the Tenant shall have the option to terminate this Agreement by providing a ninety (90) day written notice to the Management Company.", "The amount of Capital Expenditures funded by Landlord pursuant to this Section 5.3 shall increase the Owner&#x27;s First Priority and <strong>Performance Termination Threshold</strong>, as defined in the Management Agreement.", "The term \u201cCure Payment\u201d shall mean the payment to Owner of the amount by which Operating Profit for each of the two (2) Fiscal Years referenced in Section 2.02.A was less than the applicable <strong>Performance Termination Threshold</strong> for each such Fiscal Year (such amount, the \u201cCure Amount\u201d), which payment shall be made within ten (10) business days after the date on which Owner receives the Cure Notice."], "related": [["performance-target", "Performance Target", "Performance Target"], ["share-termination-alternative", "Share Termination Alternative", "Share Termination Alternative"], ["performance-milestone", "Performance Milestone", "Performance Milestone"], ["termination-after-change-in-control", "Termination After Change in Control", "Termination After Change in Control"], ["performance-year", "Performance Year", "Performance Year"]], "related_snippets": [], "updated": "2025-07-06T21:58:35+00:00"}, "json": true, "cursor": ""}}