Common use of Assignment of Contracts and Permits Clause in Contracts

Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary herein, to the extent any of the Contracts pertain to real or personal property or hotel operations other than the Hotel, then any assignment, transfer or conveyance thereof shall be partial and shall serve to transfer and convey such Contracts only with respect to the Hotel. (b) Seller shall, on or prior to the Closing Date, terminate (or cause to be terminated), without cost to Purchaser, each Contract (i) for which consent has not been obtained from the counterparty thereto if necessary for assignment from Seller to Purchaser on or prior to the Closing Date (to the extent consent is required), unless Purchaser nonetheless elects to take an assignment thereof; or (ii) that Purchaser has not expressly agreed to assume by written notice to Seller given on or prior to the expiration of the Due Diligence Period, and Seller shall pay all termination fees due in connection with such cancellation. At Closing, Seller shall deliver to Purchaser copies of all notices of termination sent by Seller with respect to any terminated Contracts.