Assignment and Assumption of Management Agreement. A counterpart of the Assignment and Assumption of Management Agreement, provided, however, the obligation to deliver the Assignment and Assumption of Management Agreement shall be irrevocably waived, if prior to the Close of Escrow, the Management Agreement shall have been terminated and the Interim Management Agreement shall have become effective in accordance with SECTION 17.20;
Assignment and Assumption of Management Agreement. An Assignment and Assumption of Management Agreement in the form of EXHIBIT 4.2.1.4 annexed hereto and made a part hereof pursuant to which Seller shall assign to Buyer the Management Agreement and Buyer shall assume the obligations of Seller thereunder, provided, however, the obligation to deliver the Assignment and Assumption of Management Agreement shall be irrevocably waived, if prior to the Close of Escrow, the Management Agreement shall have been terminated and the Interim Management Agreement shall have become effective in accordance with SECTION 17.20;
Assignment and Assumption of Management Agreement. Transferor and Tenant shall have executed and delivered an assignment and assumption of the Management Agreement substantially in the form and substance of Exhibit 6.6 (“Assignment and Assumption of Management Agreement”).
Assignment and Assumption of Management Agreement. New Manager shall have executed and delivered the Assignment and Assumption of Management Agreement.
Assignment and Assumption of Management Agreement. (a) Upon the Effective Date, Investment hereby fully and completely assigns to CCI all of Investment's right, title and interest in and to, and its obligations under, the Management Agreement.
Assignment and Assumption of Management Agreement. An Assignment and Assumption of Management Agreement in the form of EXHIBIT 4.2.1.4 annexed hereto and made a part hereof pursuant to which Seller shall assign to Buyer the
Assignment and Assumption of Management Agreement. ASC and USO, Inc. have agreed that ASC shall assign to USO, Inc. its rights under the Management Agreement and
Assignment and Assumption of Management Agreement. Promptly upon request of Seller, Purchaser shall deliver to Manager such non-confidential information, documents and materials as Manager may reasonably require to evidence to Manager’s satisfaction that Purchaser is a permitted transferee of Seller’s interest in the Management Agreement (which information, documents and materials shall then be delivered to Manager) in connection with Seller’s request for Manager’s consent to the intended sale of the Property to Purchaser. Without limiting the foregoing, Purchaser shall use good faith, commercially reasonable efforts otherwise to provide Manager with such additional non-confidential information as Manager reasonably requires to assess the business reputation of Purchaser Renaissance Chicago Downtown Hotel and its principals and to effectuate Seller’s assignment of the Management Agreement to Purchaser (in accordance with the terms of this Agreement and the Management Agreement). Notwithstanding anything in this Agreement to the contrary, the obligations of the Seller and Purchaser to close hereunder are conditioned upon Manager (i) having consented in writing (pursuant to the terms of the Management Agreement), prior to Closing, to the assignment of the Management Agreement to Purchaser (the “Manager Consent”) or, if required by Manager, to the execution of a New Management Agreement between Manager and Purchaser, and (ii) having delivered a Manager’s Estoppel (“Manager’s Estoppel”) in form and substance reasonably acceptable to Purchaser, Seller and Manager, and which shall be attached hereto as Exhibit J prior to Closing. If Purchaser shall have mortgage financing in place at Closing (it being acknowledged and agreed that such financing is not a condition precedent to Purchaser’s obligations under this Agreement) Seller agrees to cooperate reasonably with Purchaser in requesting from Manager a Subordination, Non-Disturbance and Attornment Agreement (“Manager’s SNDA”) by and among Purchaser, Manager and Purchaser’s lender except that delivery of such Manager’s SNDA shall not be a condition precedent to Purchaser’s obligations under this Agreement. Seller and Purchaser shall cooperate reasonably with each other in connection with Seller’s efforts to obtain the Manager Consent, Manager’s Estoppel and, if applicable, Manager’s SNDA. If either the Manager’s Consent or the Manager’s Estoppel is not obtained by the Closing Date, each of Seller and Purchaser shall be entitled, at its respective election, to term...
Assignment and Assumption of Management Agreement. Unless Manager shall require Purchaser to enter into a New Management Agreement, Seller and Purchaser shall also execute and deliver an Assignment and Assumption of Management Agreement substantially in the form attached to this Agreement as Exhibit P.
Assignment and Assumption of Management Agreement. [Park Hyatt Beaver Creek – Hotel Management Agreement] This Assignment and Assumption Agreement (this “Assumption Agreement”) is executed as of __________, 2017 (the “Effective Date”) by WTCC BEAVER CREEK INVESTORS V, L.L.C., a Delaware limited liability company (“Assignor”), and ASHFORD TRS BC LLC, a Delaware limited liability company (“Assignee”), pursuant to, and is expressly made subject to the terms and conditions of, that certain Sale and Purchase Agreement (the “Purchase Agreement”) dated as of March 9, 2017, by and between, Assignor, as seller, and Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership, as assigned to Ashford BC LP, a Delaware limited partnership, as buyer (“Buyer”), with respect to the Park Hyatt Beaver Creek (the “Project”).
