Assignment by Select Clause Samples

Assignment by Select. (a) Except as herein provided, Select shall not sell, assign, hypothecate, transfer or otherwise dispose of, in whole or in part, any of its rights or interests hereunder (but may, without Owner’s consent, assign or grant security interests in or to its right to receive Management Fees hereunder as security for any monetary obligations of Select). Notwithstanding the foregoing, Select may transfer or assign its rights under this Agreement in whole, but not in part, to any Affiliate of Select, whether as a result of merger, reorganization, acquisition, or “change in control,” subject, in each such case, to each of the following terms and conditions: (1) The transferee shall, no later than the effective date of the transfer, be an Affiliate of Hyatt Corporation; (2) The transferee shall have the full right, power and authority to enter into this Agreement and to fulfill the obligations of Select hereunder; (3) Not later than the effective date of any such transfer, the transferee shall have available to it the entire operating system of Select for the use and benefit of the transferee and the management and operation of the Hotel as part of Hyatt Place Hotels, including, without limitation, the benefit of services that are designed to approximate the Shared Services available to the Hotel prior to any such transfer; and (4) The transferee shall have executed a written instrument in form and substance reasonably satisfactory to Owner, a certified copy of which shall be delivered to Owner not later than twenty (20) days following the effective date of any such transfer, expressly assuming and agreeing to pay, perform and discharge all of the liabilities and obligations of Select hereunder, including, without limitation, any such liabilities or obligations arising or accruing prior to, on or after the effective date of any such transfer. (b) Upon satisfaction and discharge of all conditions set forth in Section 11.1(a), Select shall be relieved of any liability or obligation hereunder arising after the date of such assignment. (c) Except as otherwise provided in this Section 11.1, upon any other assignment or transfer by Select of its rights or interests in this Agreement, Owner shall have the option, exercisable within 60 days from the receipt by Owner of notice of such transfer or assignment, to terminate this Agreement without liability or payment to Select.