Common use of General Scope Clause in Contracts

General Scope. (1) Except as otherwise specifically provided in this Agreement, the Operating Agent shall manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within the scope of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-to-day physical operation and maintenance of the Theatre Properties (collectively the “Operating Management Activities”). The Operating Management Activities shall, subject to Section 16.3, be conducted in a manner (hereinafter referred to as “Operating Management Standards”) consistent and in accordance with, in the case of each Theatre Property, (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), (ii) prudent business and management practices applicable to the operation, maintenance and management of such Theatre Property as a First-Class Theatre, and (iii) the requirements of any leases, mortgages, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) now or hereafter affecting such Theatre Property. Except as otherwise specifically provided in this Agreement, the Operating Agent shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions customarily performed or taken by the Operating Agent prior to the Closing with respect to each Theatre Property, as shall be necessary or advisable for the proper conduct of the Operating Management Activities in accordance with the Operating Management Standards, including, without limitation, the duties and powers set forth in subsections (b) through (m) below. The Operating Agent shall have no liability to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent against all obligations and liabilities incurred by the Operating Agent in the performance of its duties hereunder as provided in Section 16.7 below. (2) Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Management Activities shall be performed or taken, as the case may be, on behalf of the Partnership, at the Partnership’s sole expense and within the limitations of and in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding anything to the contrary contained herein, but subject to Section 20.2, the Operating Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such action. (3) As used in this Agreement, the term “First-Class Theatre” shall mean, with respect to any Theatre Property, a first-class, and (except as the Partners may otherwise mutually agree) first-run motion picture theatre, as determined by reference to the geographic area in which such Theatre Property is located.

General Scope. (1) Except as otherwise specifically provided in this Agreement, the Operating Agent shall manage, coordinate and supervise the ------------- proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within the scope of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-to-day physical operation and maintenance of the Theatre Properties (collectively the “Operating Management Activities”). The Operating Management Activities shall, subject to Section 16.3, be conducted in a manner (hereinafter referred to as “Operating Management Standards”) consistent and in accordance with, in the case of each Theatre Property, (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), (ii) prudent business and management practices applicable to the operation, maintenance and management (including internal accounting functions) of the Property (all such Theatre Property activities being hereinafter collectively referred to as a First-Class Theatre"Management Activities"), consistent with good industry practice and (iii) the requirements of any leases, mortgages, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) now or hereafter affecting such Theatre Propertystandards acceptable to Owner. Except as otherwise specifically provided in this Agreement, the Operating Agent shall have such responsibilities, and shall perform and or take, or cause to be performed or taken, all such services and actions customarily performed or taken by managing agents of property of similar nature, location and character to that of the Operating Property as Agent prior to the Closing with respect to each Theatre Property, as shall be reasonably deem necessary or advisable for the proper conduct of the Operating Management Activities in accordance with the Operating Management StandardsActivities, including, without limitation, the duties and powers set forth in subsections (b) through (mk) below. The Operating Agent shall have no liability to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent against all obligations and liabilities incurred by the Operating Agent in the performance of its duties hereunder as provided in Section 16.7 below. (2) Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Management Activities shall be performed or taken, as the case may be, for and on behalf of Owner and at Owner's expense (exclusive of Agent's overhead expenses, travel expenses, compensation of Agent's executives and other home office employees, bookkeeping expenses, and expenses relating to the Partnershippreparation of management and leasing reports), at including, without limitation, Agent's contracting with third parties for certain services as provided for hereinbelow. Notwithstanding the Partnership’s sole expense and within foregoing, Agent shall be subject to the limitations of Agent's power and authority set forth in accordance with Section 5 below. No business of Agent other than the Approved Capital Management --------- Activities shall be transacted at the Property or from offices located thereon, and Operating Budgets; provided, that, notwithstanding anything the use of the Property by Agent or its employees shall be limited to the contrary contained herein, but subject to Section 20.2, conduct of the Operating Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such actionManagement Activities. (3) As used in this Agreement, the term “First-Class Theatre” shall mean, with respect to any Theatre Property, a first-class, and (except as the Partners may otherwise mutually agree) first-run motion picture theatre, as determined by reference to the geographic area in which such Theatre Property is located.

General Scope. (1) Except as otherwise specifically provided in this Agreement, the Operating Agent Booking Agent, directly or through a Person designated by it which shall be supervised by the Booking Agent, shall manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within pertaining to the scope rental or other acquisition for exhibition of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-to-day physical operation and maintenance of motion picture films at the Theatre Properties (collectively the “Operating Booking Management Activities”). The Operating Booking Management Activities shall, subject to Section 16.317.5, be conducted in a manner (hereinafter referred to as “Operating Booking Management Standards”) consistent and in accordance with, in the case of each Theatre Property, with (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), (ii) prudent business and management practices applicable to the operationoperation of the Theatre Properties, maintenance and management (ii) the operation of such the Theatre Property Properties as a First-Class Theatre, Theatres and (iii) the requirements of any leases, mortgages, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) Documents now or hereafter affecting such the Theatre PropertyProperties. Except as otherwise specifically provided in this Agreement, the Operating Booking Agent shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions customarily performed or taken by the Operating Agent prior to the Closing with respect to each Theatre Property, as shall be necessary or advisable for the proper conduct of the Operating Booking Management Activities in accordance with the Operating Booking Management Standards, including, without limitation, the duties and powers set forth in subsections (b) through (me) below. The Operating Agent shall have no liability to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent against all obligations and liabilities incurred by the Operating Agent in the performance of its duties hereunder as provided in Section 16.7 below. (2) Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Booking Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Booking Management Activities shall be performed or taken, as the case may be, on behalf of the Partnership, at the Partnership’s sole expense and within the limitations of and in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding anything to the contrary contained herein, herein but subject to Section 20.2, the Operating Booking Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such action. (3) As used in this Agreement, . The Booking Agent shall have no liability to the term “First-Class Theatre” shall mean, Partnership with respect to any Theatre Property, the conduct of the Booking Management Activities other than to carry out the Booking Management Activities in accordance with the Booking Management Standards in a first-class, reasonable manner and (except the Partnership shall indemnify and hold harmless the Booking Agent against all obligations and liabilities incurred by the Booking Agent in the performance of its duties hereunder as the Partners may otherwise mutually agree) first-run motion picture theatre, as determined by reference to the geographic area provided in which such Theatre Property is locatedSection 17.8.

General Scope. (1) Except as otherwise specifically provided in this AgreementSubject to the provisions of Sections 12.1., 12.2. and 12.3., S&J shall have the Operating Agent shall exclusive right to manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within the scope of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-day- to-day physical operation and maintenance operations of the Theatre Properties (collectively the “"Operating Management Activities”"). The Operating Management Activities shall, subject to Section 16.3, shall be conducted in a manner (hereinafter referred to as “"Operating Management Standards”") consistent and in accordance with, in the case of each Theatre Property, (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), and (ii) prudent business and management practices applicable to the operation, maintenance and management of such Theatre Property as a First-Class Theatre, and (iii) the requirements of any leases, mortgages, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “all Key Documents”) Documents now or hereafter affecting such Theatre Property. Except as otherwise specifically provided in this Agreement, the Operating Agent shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions customarily performed or taken by the Operating Agent prior to the Closing with respect to each Theatre Property, as shall be necessary or advisable for the proper conduct of the Operating Management Activities in accordance with the Operating Management Standards, including, without limitation, the duties and powers set forth in subsections (b) through (m) below. The Operating Agent S&J shall have no liability to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent S&J, its Subsidiaries, Affiliates and their officers, directors and personnel against any and all obligations and liabilities incurred by the Operating Agent in the performance of its the duties provided for hereunder as provided in Section 16.7 below13.7. (2) Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Agent S&J is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Management Activities shall be performed or taken, as the case may be, on behalf of the Partnership, at the Partnership’s 's sole expense and within the limitations of and in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding provided that anything herein to the contrary contained hereinnotwithstanding, but subject to Section 20.216.2., the Operating Agent S&J need not take any action that it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such action. S&J shall be obligated to use in- house (at S&J or its Affiliates) construction and other personnel whenever possible in the performance of its duties hereunder and, except as otherwise provided in Section 13.11.(b), shall not charge the Partnership any separate fee or seek any reimbursement of expenses relating to such in- house personnel so used, and S&J shall give the Partnership the benefit of all volume discounts and other benefits generally available to S&J and its Affiliates by virtue of the size of their operations or otherwise. (3) As used in this Agreement, the term “"First-Class Theatre” " shall mean, with respect to any Theatre Property, a first-class, and (except as the Partners Management Committee may otherwise mutually agreedetermine) first-run motion picture theatreTheatre, as determined by reference to the geographic area in which such Theatre Property is located.

General Scope. (1) Except as otherwise specifically provided in this Agreementset forth herein, the Operating Agent Manager shall manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within the scope of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-to-day physical operation and maintenance of the Theatre Properties (collectively the “Operating Management Activities”). The Operating Management Activities shall, subject to Section 16.3, be conducted in a manner (hereinafter referred to as “Operating Management Standards”) consistent and in accordance with, in the case of each Theatre Property, (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), (ii) prudent business and management practices applicable pertaining to the operation, maintenance and management of such Theatre the Property (collectively the “Management Activities”). The Management Activities shall be conducted (hereinafter referred to as “Management Standards”) (i) in a First-Class Theatremanner consistent with the existing character, condition and level of operation and maintenance of the Property, and (iiiii) with reasonable diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Additionally, to the extent reasonably practicable, Manager shall conduct the Management Activities in a manner consistent with the requirements of any leasesLeases (as hereinafter defined), mortgages, deeds of trust, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) now or hereafter affecting the Property to the extent that true and correct copies of such Theatre PropertyKey Documents have been delivered to Manager. Except To the extent Manager is uncertain of its obligations under any Lease or Key Document, Manager shall have the right (if Manager has requested Owner to explain Manager’s obligations and Owner has either failed to do so or Manager, in good faith, disagrees with Owner’s interpretation) to engage legal counsel at Owner’s expense (within the limitations of the Approved Annual Budget (as defined in Paragraph 5)) and to rely upon the advice of such counsel. Manager shall have no authority to and may not execute any mortgages or deeds of trust on Owner’s behalf. Unless otherwise specifically instructed by Owner in writing, Manager shall have the right to execute Leases on Owner’s behalf, provided in this that such Leases are consistent with general leasing parameters approved by Owner and provided that Manager shall not without Owner’s consent execute any Major Tenant Lease under (and as defined in) that certain Agreement of General Partnership of Westcore ▇▇▇ Partners (“Westcore ▇▇▇”), dated the date hereof (the “Westcore ▇▇▇ Partnership Agreement”), the Operating Agent by and between Dividend ▇▇▇, LLC and WP ▇▇▇, LLC. Manager shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions customarily performed or taken by the Operating Agent prior to the Closing with respect to each Theatre Property, managing agents of comparable office building complexes and as shall be necessary or advisable for the proper conduct of the Operating Management Activities in accordance with the Operating Management Standards, including, without limitation, the duties and powers set forth in subsections (bParagraphs 3(b) through (mo) below. The Operating Agent shall have no liability , subject, however, to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities limitations set forth in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent against all obligations and liabilities incurred by the Operating Agent in the performance of its duties hereunder as provided in Section 16.7 below. (2) this Agreement. Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Agent that Manager is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Management Activities shall be performed or taken, as the case may be, on behalf of the Partnership, Owner and at the PartnershipOwner’s sole expense expense, and within the limitations of and in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding anything to the contrary contained herein, but subject to Section 20.2, the Operating Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such actionAnnual Budget. (3) As used in this Agreement, the term “First-Class Theatre” shall mean, with respect to any Theatre Property, a first-class, and (except as the Partners may otherwise mutually agree) first-run motion picture theatre, as determined by reference to the geographic area in which such Theatre Property is located.

General Scope. (1) Except as otherwise specifically provided in this Agreementset forth herein, the Operating Agent Manager shall manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs of the Partnership excluding those areas falling within the scope of the duties and powers of the Booking Agent, as set forth in Article 17 below, but including all aspects of the day-to-day physical operation and maintenance of the Theatre Properties (collectively the “Operating Management Activities”). The Operating Management Activities shall, subject to Section 16.3, be conducted in a manner (hereinafter referred to as “Operating Management Standards”) consistent and in accordance with, in the case of each Theatre Property, (i) the operation of such Theatre Property as a First-Class Theatre including concessions (unless both Partners otherwise agree), (ii) prudent business and management practices applicable pertaining to the operation, maintenance and management of such Theatre the Property (collectively the “Management Activities”). The Management Activities shall be conducted (hereinafter referred to as “Management Standards”) (i) in a First-Class Theatremanner consistent with the existing character, condition and level of operation and maintenance of the Property, and (iiiii) with reasonable diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Additionally, to the extent reasonably practicable, Manager shall conduct the Management Activities in a manner consistent with the requirements of any leasesLeases (as hereinafter defined), mortgages, deeds of trust, certificates of occupancy, permits, licenses, consents or other recorded and unrecorded agreements (collectively, “Key Documents”) now or hereafter affecting the Property to the extent that true and correct copies of such Theatre PropertyKey Documents have been delivered to Manager. Except To the extent Manager is uncertain of its obligations under any Lease or Key Document, Manager shall have the right (if Manager has requested Owner to explain Manager’s obligations and Owner has either failed to do so or Manager, in good faith, disagrees with Owner’s interpretation) to engage legal counsel at Owner’s expense (within the limitations of the Approved Annual Budget (as defined in Paragraph 5)) and to rely upon the advice of such counsel. Manager shall have no authority to and may not execute any mortgages or deeds of trust on Owner’s behalf. Unless otherwise specifically instructed by Owner in writing, Manager shall have the right to execute Leases on Owner’s behalf, provided in this that such Leases are consistent with general leasing parameters approved by Owner and provided that Manager shall not without Owner’s consent execute any Major Tenant Lease under (and as defined in) that certain Agreement of General Partnership of Westcore-TRT Fortune Concourse General Partnership, a Delaware general partnership (“Westcore-TRT Partnership”), dated the date hereof (the “Westcore-TRT Fortune Concourse Partnership Agreement”), the Operating Agent by and between Westcore-TRT Fortune Concourse Owner LLC, a Delaware limited liability company, and WP Fortune Concourse, LLC, a Delaware limited liability company (“WP Fortune Concourse”). Manager shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions customarily performed or taken by the Operating Agent prior to the Closing with respect to each Theatre Property, managing agents of comparable office building complexes and as shall be necessary or advisable for the proper conduct of the Operating Management Activities in accordance with the Operating Management Standards, including, without limitation, the duties and powers set forth in subsections (bParagraphs 3(b) through (mo) below. The Operating Agent shall have no liability , subject, however, to the Partnership with respect to the conduct of the Operating Management Activities other than to carry out the Operating Management Activities limitations set forth in accordance with the Operating Management Standards in a reasonable manner and the Partnership shall indemnify and hold harmless the Operating Agent against all obligations and liabilities incurred by the Operating Agent in the performance of its duties hereunder as provided in Section 16.7 below. (2) this Agreement. Unless otherwise specifically provided in this Agreement, all services and actions which the Operating Agent that Manager is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Operating Management Activities shall be performed or taken, as the case may be, on behalf of the Partnership, Owner and at the PartnershipOwner’s sole expense expense, and within the limitations of and in accordance with the Approved Capital and Operating Budgets; provided, that, notwithstanding anything to the contrary contained herein, but subject to Section 20.2, the Operating Agent need not take any action it would otherwise be required to take if it has reasonable grounds to believe that the Partnership (to the extent it is required to do so) will not bear the expense of such action or will not have sufficient funds to bear the expense of such actionAnnual Budget. (3) As used in this Agreement, the term “First-Class Theatre” shall mean, with respect to any Theatre Property, a first-class, and (except as the Partners may otherwise mutually agree) first-run motion picture theatre, as determined by reference to the geographic area in which such Theatre Property is located.