Assumption of Existing Management Agreement Sample Clauses

Assumption of Existing Management Agreement. CWI acknowledges that the Hotel is currently being managed and operated by Hotel Manager pursuant to the Existing Management Agreement and that CWI, as a condition to CWI’s obligations to Close, shall, subject to receipt of consent by Hotel Manager and the following sentence, assume the Existing Management Agreement pursuant to an assignment, assumption and amendment (the “Assignment and Amendment Agreement”) in the form and upon terms and conditions acceptable to CWI in its sole and absolute discretion, and all costs associated with the assumption by CWI of the Existing Management Agreement, including, without limitation, any assumption fees required by Hotel Manager, shall be paid by CWI. In the alternative, CWI may elect, in its sole and absolute discretion (and at CWI’s sole cost and expense including, without limitation, any termination fee, conversion fee or franchise licensing fee resulting therefrom) concurrently with or after such assumption of the Existing Management Agreement, to either (a) terminate (or cause Seller to terminate) the Existing Management Agreement; or (b) terminate (or cause Seller to terminate) the Existing Management Agreement and convert to a franchise or license agreement with Franchisor to continue operating the Hotel as a “Courtyard” hotel or another Franchisor brand pursuant to Section 10.03 of the Existing Management Agreement. In the event that CWI is unable to assume the Existing Management Agreement pursuant to an acceptable Assignment and Amendment Agreement upon terms and conditions acceptable to CWI (in its sole discretion), CWI shall be deemed to have elected to have Seller terminate the Existing Management Agreement, and Seller shall receive a credit to the Purchase Price in the amount of the any termination fee actually incurred and paid by Seller pursuant to the Existing Management Agreement; provided however, such credit to the Purchase Price shall not exceed the amount of the termination fee required under the Existing Management Agreement. Seller shall use good faith efforts and provide reasonable cooperation to CWI, at no cost or expense to Seller, in connection with CWI’s efforts to assume the Existing Management Agreement pursuant to and in accordance with this Section 2.12 (and/or to obtain a new management agreement with Hotel Manager or a franchise or license agreement with Franchisor). Notwithstanding the foregoing, if the Existing Management Agreement is terminated, Seller shall use commercially reas...
Sample 1
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Assumption of Existing Management Agreement. CWI acknowledges that the Hotel is currently being managed and operated by Hotel Manager pursuant to the Existing Management Agreement. CWI will cause the TRS to assume the Existing Management Agreement at Closing pursuant to an assignment and assumption agreement in the form attached hereto as Exhibit “H” (the “HMA Assignment Agreement”). CWI acknowledges and agrees that the form of HMA Assignment Agreement has been finalized and approved by WPPI.
Sample 1

Related to Assumption of Existing Management Agreement

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

  • Amendment and Restatement of the Existing Credit Agreement The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All loans made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Revolving Credit Advances hereunder reflect such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Advances on the Effective Date, (d) the Existing Revolving Credit Advances (as defined in Section 2.01) of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder, and (e) the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

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