MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT Sample Clauses

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use commercially reasonable efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining each the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement, which New Management shall contain, among other things, the terms described on Schedule 5 attached hereto. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer shall agree with Franchisor upon the form and content of the New Franchise Agreement on or before the expiration of the Review Period.
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. The Company has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitute the entire agreement of the parties with respect to the subject matter thereof and which have not been amended or supplemented in any respect except as provided in Item 5 and Item 6 of Schedule 1. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which the Company is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. The Company has entered into the Existing Management Agreement and the Existing Franchise Agreement for the operation and management of the Hotel. At the Closing, subject to the approval of the Franchisor, (i) the Company and the Existing Manager shall terminate the Existing Management Agreement, (ii) the Company and the Franchisor shall terminate the Existing Franchise Agreement, (iii) the Company and the Manager shall enter into the New Management Agreement and (iv) the Company and the Franchisor shall enter into the New Franchise Agreement. The Interest Owners shall be solely responsible for all claims and liabilities arising under the Existing Management Agreement and the Existing Franchise Agreement, whether accruing before or after the Closing. The Company and the Interest Owners shall obtain the Existing Manager’s consent to the termination of the Existing Management Agreement, and the Company and the Interest Owners shall cause the Manager to enter into the New Management Agreement. Before the Closing, the Company and Buyer shall request the Franchisor to approve the transfer of the Interests to Buyer, the termination of the Existing Management Agreement, the execution of the New Management Agreement and the execution of the New Franchise Agreement. The Company and the Interest Owners shall use their best efforts to promptly provide all information required by the Franchisor in connection with the foregoing request for approval, and the Company, the Interest Owners and Buyer shall diligently pursue obtaining the Franchisor’s approval. The Interest Owners understand that Buyer expects the New Franchise Agreement to be upon financial terms and conditions no less favorable to the Company than the Existing Franchise Agreement.
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. At or prior to the Closing, Seller shall terminate any Existing Management Agreement and the Existing Franchise Agreement and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s AffiliatesREIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and shall indemnify and hold Buyer harmless from and against any and all claims from any persons claiming under any management agreement other than the management agreement entered into between Buyer and Manager. Seller shall be responsible for paying all reasonable and actual costs of the Franchisor related to the termination of the Existing Franchise Agreement including, without limitation, any key money or other development incentives. Seller shall negotiate a one-time free right of transfer in the Existing Franchise Agreement which shall permit Buyer to obtain a new Franchise Agreement at no cost to Buyer (other than Buyer’s costs of review). In the event Seller is unable to secure this one-time free right of transfer, Seller shall reimburse Buyer at Closing for any franchise/application fees imposed by Franchisor on Buyer. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining each the same.
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. An assignment of Seller’s interest in the Management Agreement with the Third Party Manager to Buyer or its designated lessee (unless the existing Management Agreement is to be terminated as provided in Article V, in which case, Buyer shall have received evidence of such termination and Buyer shall have entered into a new management agreement with the Third Party Manager), or if the Management Agreement is with an Affiliated Manager, evidence satisfactory to Buyer of the termination of the existing management agreement and execution and delivery by such Affiliated Manager of a new Management Agreement with Buyer or its designated lessee, and an assignment of Seller’s interest in the Franchise Agreement to Buyer or its designated lessee (unless the existing Franchise Agreement is to be terminated as provided in Article V, in which case Buyer shall have received evidence of such termination and Buyer shall have entered into a new franchise agreement with the Franchisor).
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. (a) If there is a material default by Borrower or Operating Lessee under any Management Agreement or Franchise Agreement (i) which is not cured by Borrower within any applicable cure period or (ii) which Borrower is not enforcing its rights under the Management Agreement or the Operating Lease with respect thereto; or (b) if any Management Agreement or Franchise Agreement is amended, modified, terminated or entered into in violation of the terms of this Agreement.
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Borrower and Op Co Pledgor shall cause Mortgage Borrower and Operating Lessee to cause the Property to be operated in accordance with the Management Agreement and the Franchise Agreement. Borrower and Op Co Pledgor shall and shall cause Mortgage Borrower and Operating Lessee to (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement and the Franchise Agreement on the part of Mortgage Borrower or Operating Lessee to be performed and observed, (b) promptly notify Lender of any material default under the Management Agreement and the Franchise Agreement of which it is aware, (c) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, and report received by it under the Management Agreement or the Franchise Agreement and (d) promptly enforce the performance and observance of all of the material terms, covenants and conditions required to be performed and/or observed by Manager under the Management Agreement and Franchisor under the Franchise Agreement in a commercially reasonable manner. Without limiting the foregoing, Borrower and Op Co Pledgor shall cause Mortgage Borrower and Operating Lessee to use reasonable efforts in a manner consistent with the practices of prudent hotel franchisees in New York City to (A) cause all violations listed on Schedule XII to be remedied to the satisfaction of the applicable Franchisor and provide evidence thereof to Lender and (B) prevent any such violation from becoming a default under the applicable Franchise Agreement. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, if Mortgage Borrower or Operating Lessee shall default in the performance or observance of any term, covenant or condition of the Management Agreement or the Franchise Agreement on the part of Mortgage Borrower or Operating Lessee to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower or Op Co Pledgor from any of its obligations hereunder, under the other Loan Documents or under the Management Agreement or the Franchise Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause the terms, covenants and conditions of the Management Agreement and the Franchise Agreement on the part of Mortgage Borrower or Operating Lessee to ...
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Prior to Closing, Seller will pay, as and when due, all fees and other sums due under the Management Agreement and Franchise Agreement and perform in all material respects its obligations under the Management Agreement and the Franchise Agreement.