Common use of Required Representations Clause in Contracts

Required Representations. In connection with and as a condition to being paid Reimbursable Expenses, Manager represents and warrants to Corporation and Trustee the following: (i) Reimbursable Expenses represent reimbursement of costs paid by Manager or its Affiliates to Unrelated Third Parties (including payments of salaries, wages, compensations and benefits payable to Manager's employees) for the reasonable and actual costs of providing services, supplies, goods, products or equipment hereunder to the Hotel and all participating Other Hilton Hotels, (ii) the Reimbursable Expenses do not include any Direct or Indirect Profit received by Manager or an Affiliate of Manager, (iii) to the extent Reimbursable Expenses represent an allocation of costs between the Hotel and Other Hilton Hotels, the allocation of the Reimbursable Expenses among Hotel and all participating Other Hilton Hotels are based on fair, reasonable and equitable allocations established in accordance with reasonable accounting procedures, consistently applied (which accounting procedures shall at all times comply with the requirements of Section 2.20.1), and (iv) without limiting clause (iii) preceding, the Hotel's allocated share and each participating Other Hilton Hotel's allocated share of any such allocated Reimbursable Expenses are and shall be determined using the same formula(s) (including fair, reasonable and equitable variables consistently applied). Manager shall indemnify and hold harmless Corporation and the Trustee in its individual capacity and as Trustee for the benefit of the Bondholders from and against any and all damages, expenses, liabilities or obligations that arise out of a breach of any such representation and warranty.

Required Representations. In connection with and as a condition to being paid Reimbursable Expensesproviding Group Services, Manager represents and warrants to Corporation and Trustee the following: (ia) Reimbursable Expenses Group Services Fees and Charges for the applicable Group Services represent reimbursement of costs paid by Manager or its Affiliates to Unrelated Third Parties (including payments of salaries, wages, compensations and benefits payable to Manager's employees) for the reasonable and actual costs of providing services, supplies, goods, products or equipment hereunder such Group Services to the Hotel and all participating Other Hilton Hotels, which system wide costs may be determined using reasonable accounting procedures, applied on a consistent basis (iiwhich accounting procedures shall at all times comply with the requirements of Section 2.20 of this Agreement and may include carrying costs of facilities of Manager or its Affiliates), (b) the Reimbursable Expenses Group Services Fees and Charges for the applicable Group Services do not include any Direct or Indirect Profit received by to Manager or an Affiliate of Managerits Affiliates, (iiic) to the extent Reimbursable Expenses represent an allocation of costs between the Hotel and Other Hilton Hotels, the allocation of the Reimbursable Expenses Group Services Fees and Charges among the Hotel and all participating Other Hilton Hotels are will be based on fair, reasonable and equitable allocations established in accordance with reasonable accounting procedures, consistently applied (which accounting procedures shall at all times comply with the requirements of Section 2.20.12.20 of this Agreement), and (ivd) without limiting clause (iiic) preceding, the Hotel's allocated share and each participating Other Hilton Hotel's allocated share of any such allocated Reimbursable Expenses Group Services Fees and Charges are and shall be determined using the same formula(s) (including fair, reasonable and equitable variables consistently applied). Manager shall indemnify and hold harmless Corporation and the Trustee in its individual capacity and as Trustee for the benefit of the Bondholders from and against any and all damages, expenses, liabilities or obligations that arise out of a breach of any such representation and warranty.