Franchise Consent Documents Sample Clauses

Franchise Consent Documents. Purchaser acknowledges that the Hotel is currently subject to the Franchise Agreement. At its sole cost and expense Purchaser shall, within five (5) Business Days after the Effective Date, apply to Franchisor for the Franchise Consent Documents. Purchaser shall diligently pursue the Franchise Consent Documents and shall promptly provide Franchisor with all documentation necessary for the Franchise Consent Documents. Purchaser shall provide to Seller copies of all notices, correspondence and other documentation provided to or received from Franchisor by Purchaser. Seller, at no expense to Seller, shall cooperate as reasonably necessary in connection with obtaining the Franchise Consent Documents. Purchaser shall notify Seller upon its receipt of Franchisor’s approval of the Franchise Consent Documents. Purchaser shall indemnify Seller for all costs, expenses or termination fees that may be incurred by Seller in connection with any assignment or termination of the Franchise Agreement. If, despite Purchaser’s diligent efforts, Purchaser fails to obtain the Franchise Consent Documents at the Closing (as may be extended), then Seller may elect upon written notice to Purchaser to terminate this Agreement, in which event the Xxxxxxx Money shall be delivered to Seller, and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement.
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Franchise Consent Documents. Documents executed by (A) Franchisor and Purchaser (or its permitted assignee in accordance with Section 14.01(g)), in form and substance reasonably satisfactory to Purchaser (provided that it shall be unreasonable for Purchaser to object to the form and substance of the Franchise Consent Documents if they are offered to Purchaser on substantially the same terms as other Courtyard, Fairfield or SpringHill Suites franchise documents entered into between Purchaser or its Affiliates and Franchisor respecting other hotels owned by Purchaser or its Affiliates), evidencing (i) the entry by Franchisor and Purchaser into new Franchise Agreements for the Hotels, including a minimum franchise term of twelve (12) years from the Closing Date and subject to implementation of the PIP as set forth in Section 4.12, and (ii) Franchisor’s approval of Purchaser or its designee as manager of each of the Hotels, and (B) Franchisor and Seller, in form and substance reasonably satisfactory to Seller (provided that it shall be unreasonable for Seller to object to the form and substance of the termination agreements if they are offered to Seller on substantially the same terms as other Courtyard, Fairfield or SpringHill Suites franchise termination documents entered into between Seller or its Affiliates and Franchisor respecting other hotels owned by Seller or its Affiliates), terminating the Franchise Agreements for the Hotels and any related guarantee agreements. Franchisor: Marriott International, Inc., a Delaware corporation.
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Franchise Consent Documents. Purchaser acknowledges that the Hotels are currently subject to the Franchise Agreements. At its sole cost and expense Purchaser shall, within five (5) Business Days after the expiration of the Feasibility Period, apply to Franchisor for the Franchise Consent Documents. Purchaser shall use commercially reasonable efforts to pursue the Franchise Consent Documents and to promptly provide Franchisor with all documentation necessary for the Franchise Consent Documents and satisfactory to Purchaser in its reasonable discretion. Seller, at no expense to Seller, shall cooperate as reasonably necessary in connection with obtaining the Franchise Consent Documents. Purchaser shall notify Seller upon its receipt of Franchisor’s approval of the Franchise Consent Documents. From time to time following the expiration of the Feasibility Period and prior to the Closing, Purchaser shall, following written request from Seller (which requests will not be made more frequently than bi-monthly except during the thirty (30) day period prior to the Closing Date), use commercially reasonable efforts to provide Seller with updates on the status of its negotiations with the Franchisor. Purchaser agrees to deliver the Purchaser execution counterparts to the Franchise Consent Documents to the Franchisor at or prior to the Closing.
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Franchise Consent Documents. The Franchise Consent Documents shall have been delivered as provided in Section 6.03.
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Franchise Consent Documents. Purchaser shall have received the Franchise Consent Documents as provided in Section 4.11.
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Franchise Consent Documents. Documents executed by Franchisor evidencing: (i) Franchisor’s approval of the assignment of the Franchise Agreement from Seller to Purchaser and Purchaser’s assumption of the Franchise Agreement from Seller or, alternatively, the termination of the Franchise Agreement (and any associated guaranty agreements in such form and substance as is customarily delivered by Franchisor) and the entry by Franchisor and Purchaser into a new Franchise Agreement for the Hotel; and (ii) Franchisor’s approval of Purchaser or its designee as the Hotel’s manager. Franchisor: Hilton Garden Inns Franchise LLC, a Delaware limited liability company.
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Franchise Consent Documents. Franchisor shall have approved of Purchaser or its designee as a franchisee of the Hotel and shall have authorized and delivered to Purchaser Franchise Consent Documents.
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Franchise Consent Documents. Documents executed by Franchisor evidencing:
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Related to Franchise Consent Documents

  • Franchise Agreements The Franchise Agreements are in full force and effect and there is no default thereunder by any party thereto and no circumstance, condition or event has occurred that, with the passage of time and/or giving of notice, would constitute a default thereunder or entitle Franchisor to terminate any Franchise Agreement. All franchise fees, reservation fees, royalties, marketing fees and other sums and payable due under the Franchise Agreements have been paid in full or are current. A true, correct and complete copy of the Franchise Agreements, together with all amendments and ancillary agreements or side letters related thereto, have been delivered to Lender. The Loan, and the encumbrance of the Properties as security for the Loan, will not cause Borrower to violate any financial covenants contained in any Franchise Agreement.

  • Amendment Documents This Amendment and any other instrument, document or certificate required by the Administrative Agent to be executed or delivered by the Borrower or any other Person in connection with this Amendment, duly executed by such Persons (the “Amendment Documents”);

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Replacement Documents Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of the Note or any other Loan Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other Loan Document, Borrower will issue, in lieu thereof, a replacement Note or other Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in the same principal amount thereof and otherwise of like tenor.

  • Franchise Agreement (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Lease Documents (a) The AerCap Entities have made available to Existing Shareholders and the Parent, as of the Lease Disclosure Date true and complete copies of each Lease Document (insofar as material). As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any AerCap Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the Parent. Each 141 aircraft or aircraft engine lease or other agreements related thereto entered into by any AerCap Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 20.2 of Schedule 1B all references to “Signing Date” in clause 8.4 shall be deemed to be references to the “Lease Disclosure Date”). Each AerCap Lease Document is a valid and binding obligation of each AerCap Group Member that is party thereto and, to the knowledge of AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect. Each AerCap Lease Document is enforceable against each AerCap Group Member that is party thereto and, to the knowledge of AerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect. No AerCap Group Member or, to the knowledge of AerCap as of the Lease Disclosure Date, any other party to an AerCap Lease Document, (i) (a) is in material breach of any payment obligation of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, (b) to the knowledge of AerCap, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case of (a) and (b), except as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the AerCap, has provided notice of any intent to, cancel or terminate except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect. As of the Lease Disclosure Date, no AerCap Group Member has received any notice from an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of AerCap, as of the Lease Disclosure Date, no AerCap Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of any AerCap Aircraft.

  • Operative Documents The RFP, which is attached hereto as Appendix 1, and the Proposal, is attached hereto as Appendix 2, are incorporated herein and are made part of this Agreement. With regard to the governance of such documents, it is agreed that:

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