Baltimore Hotel Sample Clauses
Baltimore Hotel. (i) the land described in Exhibit A-1, together with all right, title and interest of HFP Seller in and to (a) all rights, ways, easements, privileges and appurtenances thereto, (b) all strips and gores appurtenant thereto, and (c) any land lying in the bed of any streets, roads and alleys appurtenant thereto, (ii) all right, title and interest of HFP Seller in and to the Improvements located on the foregoing described land, (iii) all right, title and interest of HFP Seller in and to the Furnishings, Consumables, Inventories, Miscellaneous Hotel Assets, assignable Permits and assignable Intellectual Property used or to be used in connection with the Baltimore Hotel, and (iv) all right, title and interest of HFP Seller in, to and under the Contracts applicable to the Baltimore Hotel; but excluding (a) the Excluded Property and (b) any Confidential Materials.
Baltimore Hotel. (a) The parties hereto acknowledge and agree that the Baltimore Hotel is part of a larger multi-use development that includes the Baltimore Parking Garage, an office building and residential condominiums and that, for purposes of this Agreement, the Baltimore Hotel includes only certain specific elements of that development. The parties hereto acknowledge and agree that certain building systems and costs are shared among the various elements of such development and that Owner’s Affiliate owns other elements in the development besides the Baltimore Hotel. Further, shared costs are allocated amongst the various elements of the development in accordance with the terms and conditions of the Baltimore Declaration and the Baltimore Maintenance Memorandum. If a dispute should ever arise between Owner and Owner’s Affiliate, on the one hand, and Manager, on the other hand, with respect to the allocation of costs between the Baltimore Hotel and the other elements in the development or with respect to the proper classification of any element of the development as a portion of the Baltimore Hotel or any of the other elements in the development, and the parties are not able to resolve such dispute within thirty (30) calendar days after it arises, such dispute shall be subject to Arbitration in accordance with Section 24.20.
(b) To the extent that Manager incurs any personal liability or any personal obligation to Owner pursuant to this Agreement with respect to any matter that is (in the reasonable opinion of Owner) covered or off-set by any liability, obligation, representation, warranty, covenant or indemnity from Baltimore Seller pursuant to the Baltimore Purchase Agreement, then Owner agrees to cause Owner’s Affiliate to look to the remedies afforded to it pursuant to the Baltimore Purchase Agreement prior to looking to any remedies afforded to Owner under this Agreement. To the extent that Manager reasonably incurs any cost which constitutes an Operating Cost with respect to any matter that is (in the reasonable opinion of Owner) covered or off-set by any liability, obligation, representation, warranty, covenant or indemnity from the Baltimore Sellers pursuant to the Baltimore Purchase Agreement, then Owner and Manager agree to treat such cost as an Operating Cost; provided, however, Owner agrees to cause Owner’s Affiliate to look to the remedies afforded to it pursuant to the Baltimore Purchase Agreement and, should any amount be recovered against the Baltimore S...
Baltimore Hotel. Amended and Restated Management Agreement, effective January 1, 2010, between HFP Hotel Owner II, LLC and Crestline Hotels & Resorts, Inc.
Baltimore Hotel. Courtyard By Marriott Relicensing Franchise Agreement, effective January 31, 2007, between Marriott International, Inc. and HFP Hotel Owner II, LLC.