Common use of Acquisition Opportunities Clause in Contracts

Acquisition Opportunities. (a) During the Term (as defined in Article V below), MHI Hotels Services agrees to promptly notify the Company, on an exclusive basis, of any opportunity to invest in, acquire or develop a property, whether in fee or leasehold, and, whether in whole or in part, that is suitable for, the development or operation of a hotel (“Hotel Property”) which is presented to MHI Hotels Services or its subsidiaries and that meets the Company’s acquisition criteria, as the Company may communicate such acquisition criteria to MHI Hotels Services from time to time. For purposes of this Agreement, a Hotel Property includes, but is not limited to, full-service upper up-scale, up-scale and mid-scale hotels (as such terms are used by ▇▇▇▇▇ Travel Research or similar industry source), whether or not such hotels are underperforming in their respective marketplace, or may be functionally obsolete. MHI Hotels Services shall promptly provide to the Company all information, materials and documents reasonably available to MHI Hotels Services or its subsidiaries with respect to such Hotel Property or opportunity, subject to the requirements of any confidentiality agreements with third parties, provided, however, that any confidentiality agreement must permit MHI Hotels Services to notify the Company of such hotel property investment, acquisition or development opportunity. Notwithstanding the foregoing, MHI Hotels Services shall refer any such opportunity directly to the Company prior to execution of a confidentiality agreement but otherwise will use its best efforts, at no additional out-of-pocket expense to MHI Hotels Services, to negotiate any confidentiality agreement so as to permit disclosure of the opportunity, and all information, materials and documents with respect thereto, to the Company. (b) The Company shall notify MHI Hotels Services, within 10 business days following the Company’s receipt from MHI Hotels Services of the information with respect to a Hotel Property investment, acquisition or development opportunity as described in Section 2(a), whether the Company intends to pursue such opportunity. During such 10 day period, if the Company notifies MHI Hotels Services that the Company intends to pursue such opportunity, MHI Hotels Services shall not provide any information regarding such opportunity to any third party until otherwise notified by the Company, provided that the Company is making commercially reasonable efforts to conduct due diligence or is otherwise actively pursuing the investment, acquisition or development opportunity. If the Company (i) notifies MHI Hotels Services that the Company does not intend to pursue the opportunity, or (ii) fails to notify MHI Hotels Services by the end of the 10 business day period that the Company intends to pursue the opportunity, then, in either event, MHI Hotels Services may (A) pursue the opportunity on its own behalf or (B) notify other capital sources of the opportunity; provided, however, that, if MHI Hotels Services subsequently becomes aware that the price or other terms with respect to the opportunity previously presented to the Company have changed materially and MHI Hotels Services is pursuing the acquisition opportunity on its own behalf, rather than in conjunction with another capital source, MHI Hotels Services will notify the Company of any such change in terms with respect to such opportunity in accordance with the provisions of this Article I, Section 2 and agrees to provide the Company with another chance to pursue the opportunity in accordance with the provisions set forth in this Article I(b).

Acquisition Opportunities. (a) During the Term (as defined in Article V below)Term, MHI Hotels Services Barcelo Crestline agrees to promptly notify the Company, on an exclusive basis, of any opportunity to invest in, acquire or develop a property, whether in fee or leasehold, and, and whether in whole or in part, that is zoned for, or is suitable for, hotel purposes, including, without limitation, motels, motor inns, extended stay hotels and the development or operation of like, located within the United States (hereinafter referred to as a hotel (“"Hotel Property”") which is presented to MHI Hotels Services Barcelo Crestline or its subsidiaries and that meets the Company’s 's acquisition criteria, as the Company may communicate such acquisition criteria to MHI Hotels Services Barcelo Crestline from time to time. For purposes of this AgreementIn addition to such notification, a Hotel Property includes, but is not limited to, full-service upper up-scale, up-scale and mid-scale hotels (as such terms are used by ▇▇▇▇▇ Travel Research or similar industry source), whether or not such hotels are underperforming in their respective marketplace, or may be functionally obsolete. MHI Hotels Services Barcelo Crestline shall promptly provide to the Company all information, materials and documents reasonably available to MHI Hotels Services Barcelo Crestline or its subsidiaries with respect to such Hotel Property or opportunity, subject to the requirements of any confidentiality agreements with third parties, provided, however, that any confidentiality agreement must permit MHI Hotels Services to notify the Company of such hotel property investment, acquisition or development opportunity. Notwithstanding the foregoing, MHI Hotels Services shall Barcelo Crestline will use its commercially reasonable efforts to refer any such the opportunity directly to the Company prior to execution of a confidentiality agreement but otherwise will use its best commercially reasonable efforts, at no additional out-of-pocket expense to MHI Hotels ServicesBarcelo Crestline, to negotiate any confidentiality agreement so as to permit disclosure of the opportunity, and all information, materials and documents with respect thereto, to the Company. In addition, Barcelo Crestline agrees that the Company shall have the right, upon notice to Barcelo Crestline, to succeed to Barcelo Crestline's rights to purchase any Hotel Property under contract, letter of intent or other binding or non-binding agreement to which Barcelo Crestline is a party at the time of completion of the Offering and Barcelo Crestline will promptly assign any such rights to the Company in form and substance satisfactory to the Company and will use its best efforts to obtain any necessary consents of sellers or other third parties to the Company's assumption of such rights. (b) The Company shall notify MHI Hotels ServicesBarcelo Crestline, within 10 business days following the Company’s 's receipt from MHI Hotels Services Barcelo Crestline of the information with respect to a Hotel Property investment, acquisition or development opportunity as described in Section 2(a3(a), whether the Company intends to pursue such opportunity. During such 10 day period, if If the Company notifies MHI Hotels Services Barcelo Crestline that the Company intends to pursue such opportunity, MHI Hotels Services Barcelo Crestline shall not provide any information regarding such opportunity to any third party until otherwise notified by the Company, provided that the Company is making commercially reasonable efforts to conduct due diligence or is otherwise actively pursuing the investment, acquisition or development opportunity. If the Company (i) notifies MHI Hotels Services Barcelo Crestline that the Company does not intend to pursue the opportunity, or (ii) fails to notify MHI Hotels Services Barcelo Crestline by the end of the 10 business day period that the Company intends to pursue the opportunity, then, in either event, MHI Hotels Services Barcelo Crestline may (A) pursue the opportunity on its own behalf or (B) notify other capital sources of the opportunity; provided, however, that, if MHI Hotels Services Barcelo Crestline subsequently becomes aware that the price or other terms with respect to the opportunity previously presented to the Company have changed materially and MHI Hotels Services Barcelo Crestline is pursuing the acquisition opportunity on its own behalf, rather than in conjunction with another capital source, MHI Hotels Services Barcelo Crestline will notify the Company of any such change in terms with respect to such opportunity in accordance with the provisions of this Article ISection 3. (c) Notwithstanding the provisions of Section 3(a), Section 2 and agrees nothing herein shall require Barcelo Crestline to provide make available to the Company any opportunity which relates to Barcelo Crestline making (i) an equity investment in a Hotel Property, not to exceed 25% of the total equity investment in the Hotel Property at the time of Barcelo Crestline's investment, or (ii) a mezzanine loan with another chance respect to pursue a Hotel Property in an amount not to exceed 25% of the opportunity total investment in accordance the Hotel Property, in either case in connection with the provisions set forth in this Article I(b)Barcelo Crestline obtaining a management contract with respect to such Hotel Property.