FEES"
SHALL MEAN, COLLECTIVELY, THE ADJUSTED BASE
MANAGEMENT FEE AND THE INCENTIVE MANAGEMENT FEE.
1.73
"MANAGER"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE PREAMBLE
TO THIS AGREEMENT.
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1.74
"MANAGER DEFAULT"
SHALL MEAN A MANAGER EVENT OF DEFAULT OR ANY
OTHER CIRCUMSTANCES WHICH, WITH THE GIVING OF NOTICE, THE PASSAGE OF TIME, OR
BOTH, WOULD CONSTITUTE A MANAGER EVENT OF DEFAULT OR OTHERWISE ENTITLE OWNER TO
TERMINATE THIS AGREEMENT IN ITS ENTIRETY PURSUANT TO THE TERMS HEREOF.
1.75
"MANAGER EVENT OF DEFAULT"
SHALL HAVE THE MEANING GIVEN SUCH TERM
IN SECTION 17.1.
1.76
"MANAGER'S SHARE"
SHALL MEAN A FRACTION, THE NUMERATOR OF WHICH IS
THE AMOUNT OF INITIAL WORKING CAPITAL AND THE DENOMINATOR OF WHICH IS THE SUM OF
(A) THE AMOUNT OF INITIAL WORKING CAPITAL, PLUS (B) $750,000.
1.77
"MATERIAL REPAIR"
SHALL MEAN A REPAIR THE COST OF WHICH EXCEEDS
$250,000; PROVIDED, HOWEVER, ON JANUARY 1 OF EACH YEAR STARTING IN 2005 SAID
$250,000 SHALL BE ADJUSTED TO REFLECT THE PERCENTAGE CHANGE IN THE CONSUMER
PRICE INDEX SINCE THE PRIOR JANUARY 1.
1.78
"NOI"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, FOR ANY PERIOD,
THE GROSS OPERATING PROFIT (AS DEFINED IN THE UNIFORM SYSTEM OF ACCOUNTS) OF
SUCH PROPERTY FOR SUCH PERIOD NET OF, FOR SUCH PERIOD AND SUCH PROPERTY, REAL
AND PERSONAL PROPERTY TAXES AND CASUALTY AND LIABILITY INSURANCE PREMIUMS, AN
IMPUTED RESERVE FOR CAPITAL REPLACEMENTS EQUAL TO FIVE PERCENT (5%) OF GROSS
REVENUES, AN IMPUTED MANAGEMENT FEE EQUAL TO THREE PERCENT (3%) OF GROSS
REVENUES AND AN IMPUTED ROYALTY FEE OF FIVE PERCENT (5%) OF ROOM REVENUES.
1.79
"NON-ECONOMIC HOTEL"
SHALL MEAN ANY HOTEL WHICH HAS BEEN
DESIGNATED A NON-ECONOMIC HOTEL PURSUANT TO THE TERMS HEREOF (SO LONG AS SUCH
DESIGNATION HAS NOT BEEN DEEMED WITHDRAWN PURSUANT TO THE TERMS OF SECTION
2.12(B)).
1.80
"OFFER"
SHALL MEAN A BONA FIDE ARM'S-LENGTH BINDING UNCONDITIONAL
OFFER TO PURCHASE A NON-ECONOMIC HOTEL FREE AND CLEAR OF ANY RIGHTS OF MANAGER
HEREUNDER MADE BY AN UNRELATED THIRD PARTY HAVING THE FINANCIAL CAPACITY TO
IMPLEMENT THE TERMS OF SUCH OFFER WHICH PROVIDES FOR AN ALL CASH PURCHASE PRICE
ACCEPTABLE TO MANAGER AND IS OTHERWISE ON CUSTOMARY TERMS.
1.81
"OFFICER'S CERTIFICATE"
SHALL MEAN AS TO ANY PERSON, A CERTIFICATE
OF THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER OR CHIEF ACCOUNTING
OFFICER OF SUCH PERSON, DULY AUTHORIZED, ACCOMPANYING THE FINANCIAL STATEMENTS
REQUIRED TO BE DELIVERED BY SUCH PERSON PURSUANT TO SECTIONS 8.1, 8.4 AND 17.4,
IN WHICH SUCH OFFICER SHALL CERTIFY TO SUCH OFFICER'S BEST
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KNOWLEDGE (A) THAT SUCH STATEMENTS HAVE BEEN PROPERLY PREPARED IN ACCORDANCE
WITH THE ACCOUNTING PRINCIPLES, (B) IN THE EVENT THAT THE CERTIFYING PARTY IS AN
OFFICER OF IHG OR ANOTHER GUARANTOR, THAT SUCH STATEMENTS ARE TRUE, CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE CONSOLIDATED FINANCIAL
CONDITION OF SUCH PERSON AT AND AS OF THE DATES THEREOF AND THE RESULTS OF ITS
AND THEIR OPERATIONS FOR THE PERIODS COVERED THEREBY AND THAT THERE IS NO
DEFAULT ON THE PART OF THE