Common use of Franchise Matters Clause in Contracts

Franchise Matters. 12.1 Buyer acknowledges that the Hotel is subject to the Franchise License. Buyer shall apply to the licensor under the Franchise License (“Licensor”) within five (5) business days after the Effective Date for a new license agreement (“New License”) to replace the Seller’s Franchise License for the Property, Seller shall consent to such application to the extent required by the Franchise License. Buyer shall provide all information requested by the Licensor in connection with such application for the New License and shall use its best efforts to diligently and promptly obtain approval from Licensor of such application for the New License at the Property. It is a condition precedent to the Closing that such application for the New License be approved by Licensor by the Scheduled Closing Date and that any guarantees in connection with the Seller’s Franchise License by any affiliate of the Seller be terminated in writing by Licensor. If the New License or guaranty termination is not obtained by the Scheduled Closing Date, either Buyer or Seller may give written notice to the other party to extend the Scheduled Closing Date by thirty (30) days. If the New License or guaranty termination is not obtained by the end of such thirty (30) day period, either Buyer or Seller may terminate this Agreement by written notice to the other party and the Buyer shall be entitled to receive the Deposit plus interest from the Escrow Agent. Buyer specifically agrees that any conditions to approval of the New License imposed by Licensor, including without limitation, upgrade requirements, any property improvement plans, term of the new license agreement and fees required to be paid, shall be Buyer’s sole responsibility and shall not in any way affect Buyer’s obligation to complete the transaction contemplated by this Agreement. Notwithstanding the foregoing, Seller shall be responsible for all costs and fees imposed by Licensor on the Seller to terminate the Seller’s Franchise License.

Franchise Matters. 12.1 Buyer acknowledges that the Hotel Marriott is subject to the Franchise License. Buyer shall apply to the licensor under the Franchise License (“Licensor”) within five (5) business days after the Effective Date for a new license agreement (“New License”) to replace the Seller’s Franchise License for the Marriott at the Property, Seller shall consent to such application to the extent required by the Franchise License. Buyer shall provide all information requested by the Licensor in connection with such application for the New License and shall use its best efforts to diligently and promptly obtain approval from Licensor of such application for the New License for the Marriott at the Property. It is a condition precedent to the Closing that such application for the New License be approved by Licensor by the Scheduled Closing Date and that any guarantees in connection with the Seller’s Franchise License by any affiliate of the Seller be terminated in writing by Licensor. If the New License or guaranty termination is not obtained by the Scheduled Closing Date, either Buyer or Seller may give written notice to the other party to extend the Scheduled Closing Date by thirty (30) days. If the New License or guaranty termination is not obtained by the end of such thirty (30) day period, either Buyer or Seller may terminate this Agreement by written notice to the other party and the Buyer shall be entitled to receive the Deposit plus interest from the Escrow Agent. Buyer specifically agrees that any conditions to approval of the New License imposed by Licensor, including without limitation, upgrade requirements, any property improvement plans, term of the new license agreement and fees required to be paid, shall be Buyer’s sole responsibility and shall not in any way affect Buyer’s obligation to complete the transaction contemplated by this Agreement. Notwithstanding the foregoing, Seller shall be responsible for all costs and fees imposed by Licensor on the Seller to terminate the Seller’s Franchise License.