Annual Business Plan Disputes Sample Clauses

Annual Business Plan Disputes. If Manager and Owner are unable to agree upon an Annual Business Plan or any details thereof, the final Annual Business Plan shall be determined by arbitration in accordance with the provisions of Section 19.7 hereof, it being understood that only those details, line items or portions of the Annual Business Plan which are in dispute shall be the subject of such arbitration. Pending the conclusion of any such arbitration proceeding, the Annual Business Plan for all purposes under this Agreement shall be as follows: (a) the undisputed items shall be as set forth in the proposed Annual Business Plan and (b) the disputed items shall be modified by increasing the actual expenses incurred by the Hotel during the prior year in accordance with the Consumer Price Index (for purposes hereof, Consumer Price Index shall mean Consumer Price Index-Cities-All Urban Consumers (1982-84=100), issued by the Bureau of Labor Statistics of the United States Department of Labor). Owner and Manager agree that arbitration or mediation shall be the sole procedure for resolving any dispute regarding the Annual Business Plan.
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Annual Business Plan Disputes. In the event Lessee and Manager are unable to agree upon an Annual Business Plan, or as to any revisions requested by Lessee to the proposed Annual Business Plan, for any Fiscal Year by November 30, Lessee shall prevail and the proposed Annual Business Plan shall be deemed approved as so revised by Lessee and shall thereafter constitute the Annual Business Plan for the Fiscal Year in question for all purposes hereof. No action shall be taken and no expenditures shall be made under any proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Lessee.
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Annual Business Plan Disputes. In the event Lessee and Manager are unable to agree upon an Annual Business Plan, or as to any revisions requested by Lessee to the proposed Annual Business Plan, for any Fiscal Year by the date on which such Annual Business Plan must be submitted to Lender under the Loan Documents, Lessee shall prevail and the proposed Annual Business Plan shall be deemed approved as so revised by Lessee (and as the same may further be revised by Lessee to the extent required by Lender pursuant to the Loan Documents) and shall thereafter constitute the Annual Business Plan for the Fiscal Year in question for all purposes hereof. No action shall be taken and no expenditures shall be made under any proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Lessee.
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Annual Business Plan Disputes. If Owner objects to all or any part of a proposed Annual Business Plan, Owner shall deliver written notice to Manager setting forth the specific objections of Owner to the Annual Business Plan, and Manager and Owner shall in good faith negotiate a mutually satisfactory Annual Business Plan. Except with respect to the initial Annual Business Plan, if Manager and Owner are unable to resolve disputes over an Annual Business Plan prior to commencement of the applicable Fiscal Year, then, until resolved, the amount of the disputed items shall be the actual amount expended for such items during the preceding Fiscal Year, adjusted for a full twelve months of operation as such amount may be adjusted to reflect changes in the CPI. If Manager and Owner are unable to agree on the initial Annual Business Plan, Manager shall manage, operate and maintain the Hotel in accordance with its sound business judgment until agreement is reached.
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Annual Business Plan Disputes. Owner and Manager shall use commercially reasonable efforts to revise and agree upon any disputed line items expeditiously. If the parties are unable to agree upon any disputed line item within fifteen (15) days following the Approval Period, either party may submit an unresolved dispute over a budget line item to an Expert for determination as set forth in Section 8.3. If Manager and Owner are unable to agree upon an Annual Business Plan or any details thereof for the Hotel, until a new Annual Business Plan is agreed to, Manager shall operate such Hotel in accordance with the prior Fiscal Year’s actual results, with the following adjustments:
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Annual Business Plan Disputes. If Manager and Lessee are unable to agree upon an Annual Business Plan or any details thereof, until a new Annual Business Plan is agreed to Manager shall operate the particular Hotel or Hotels in accordance with the prior Fiscal Year's actual results, with the following adjustments:
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Annual Business Plan Disputes. 13 Section 9.3. Deviations from Annual Business Plan.......................13 Section 9.4. Loan Documents.............................................14 ARTICLE X MANAGER'S FEES AND REIMBURSEMENTS...................................14 Section 10.1. Management Fee.............................................14 Section 10.2. Technical or Procurement Services..........................14 ARTICLE XI INSURANCE..........................................................14 Section 11.1. Insurance Coverage.........................................14 Section 11.2. Waiver of Subrogation - Opco Assumes Risk of Adequacy......15
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Annual Business Plan Disputes. In the event Opco and Manager fail to agree upon an Annual Business Plan for any Fiscal Year, Manager shall continue to manage, maintain, supervise, direct, and operate the Facilities in accordance with the Annual Business Plan for the previous Fiscal Year until a new Annual Business Plan is approved; provided, however, that (i) any item of such proposed Annual Business Plan which has been agreed to by Opco shall be implemented by Manager and (ii) Manager shall be authorized during any interim period to reasonably exceed the budgeted amounts for the various categories of the Annual Business Plan to the extent required to maintain the same level of service provided during the previous Fiscal Year if the cost of such items has increased above the amounts budgeted therefor for the prior Fiscal Year. Notwithstanding the foregoing, in the event Opco and Manager are unable to agree after a reasonable period of time (no later than July 1 of each Fiscal Year or such earlier date as may be specified by the Loan Documents) as to revisions requested by Opco to the proposed Annual Business Plan, Opco shall prevail and the proposed Annual Business Plan shall be deemed approved as so revised by Opco and shall thereafter constitute the Annual Business Plan for the Fiscal Year in question for all purposes hereof. Except as provided above, no action shall be taken under any proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Opco. No expenditures shall be made in respect to a proposed Annual Business Plan unless and until the proposed Annual Business Plan is approved by Opco.
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Related to Annual Business Plan Disputes

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Tax Disputes The parties hereto shall negotiate in good faith to resolve any dispute arising in connection with this Agreement within 30 days of the date on which any such dispute arises. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent do not agree on the selection of the Tax Advisor within such five-day period, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s respective U.S. tax counsel or other advisors of recognized national standing within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the parties of its resolution of the dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Weyerhaeuser and Parent. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

  • Patent Disputes Notwithstanding any other provisions of this Article 11, and subject to the provisions of Section 6.2, any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Intrexon Patents shall be submitted to a court of competent jurisdiction in the country in which such Patent was filed or granted.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement. NCCI shall be entitled to reimbursement for all costs, including reasonable attorney’s fees and court costs/expenses incurred by NCCI in connection with obtaining any such determination, and/or in defending any claim made or legal action taken in connection with this Agreement or the agreement(s) between BUYER/MAKER and SELLER/HOLDER which are the subject matter of this collection, except as otherwise specified herein. SELLER/HOLDER hereby gives to NCCI a continuing lien on the proceeds to which they are otherwise entitled under this Agreement to cover such fees, costs and/or expenses.

  • Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

  • Mediation of Disputes In the event of any disputes arise between the parties under this Agreement, the parties agree to use the following procedure prior to and as a precondition to either party pursuing any other available remedies, including arbitration or litigation.

  • Invoice Disputes If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

  • Arbitration; Other Disputes In the event of any dispute or controversy arising under or in connection with this Agreement, the parties shall first promptly try in good faith to settle such dispute or controversy by mediation under the applicable rules of the American Arbitration Association before resorting to arbitration. In the event such dispute or controversy remains unresolved in whole or in part for a period of thirty (30) days after it arises, the parties will settle any remaining dispute or controversy exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding the above, the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of Paragraph 4 or 5 hereof.

  • Audit Dispute In the event of a dispute with respect to any audit under Section 4.10, AbbVie and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than [***] after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9, or AbbVie shall reimburse the excess payments, as applicable.

  • Other Disputes Any other dispute (a “Dispute Item”) shall be resolved in accordance with the following provisions of this Article 7.

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