Common use of MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT Clause in Contracts

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Contemporaneously with 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 Buyer’s and Seller’s obligation to close, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer and Manager and agreed to prior to the Effective Date, and, in the case of the New Franchise Agreement, containing a term of not less than ten (10) years. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. 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. Buyer shall upon written request from Seller from time to time update Seller as to the status of the issuance of the New Franchise Agreement. Buyer shall be responsible for the payment of any and all application fees imposed by the Franchisor in connection with the assignment, transfer and/or issuance of the new Franchise Agreement and for the matters described in Section 11.3 regarding the PIP (defined below); provided, however, Seller shall be responsible for any accrued royalty payments, Key Money repayments and any other costs, fees and charges under the Existing Franchise Agreement and for the matters described in Section 11.3 regarding the PIP.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Contemporaneously with 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, including outstanding fees, charges or costs and further including the repayment of any key money, if any. As a condition to Buyer’s and Seller’s obligation to closeClosing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer and Manager and agreed to prior to the Effective Dateincluding, andwithout limitation, in the case of the New Franchise Agreement, containing a franchise term of not less than ten (10) years. 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 termination of the Existing Franchise Agreement. 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. Buyer covenants and agrees to submit a complete franchise application, including all required deposits, to Franchisor for the New Franchise Agreement no later than the end of the Review Period, and to provide Seller evidence of submission on or before the expiration of the Review Period in the form of a written receipt from Franchisor of the franchise deposit and a complete application. In the event Buyer fails to comply with the foregoing, this condition shall upon written request from be deemed waived by Buyer. Buyer and Seller from time to time update Seller as shall agree to the status of the issuance form of the New Franchise Agreement. Management Agreement during the first fifteen (15) days of the Review Period and shall execute an amendment to this Contract attaching such form as Exhibit H. At Closing, Manager and Buyer shall be responsible for enter into the payment of any and all application fees imposed by the Franchisor in connection with the assignment, transfer and/or issuance of the new Franchise Agreement and for the matters described in Section 11.3 regarding the PIP (defined below); provided, however, Seller shall be responsible for any accrued royalty payments, Key Money repayments and any other costs, fees and charges under the Existing Franchise Agreement and for the matters described in Section 11.3 regarding the PIPNew Management Agreement.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Contemporaneously with At or prior to the Closing, Seller shall terminate the any Existing Management Agreement and the Existing Franchise Agreement, 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 Buyer’s and Seller’s obligation to closeClosing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and Manager and agreed conditions as may be required to prior to the Effective Date, and, in the case of the New Franchise Agreement, containing a term of not less than ten (10) yearsaccommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management AgreementAgreement 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. Buyer shall upon written request from Seller from time to time update Seller as to the status of the issuance of the New Franchise Agreement. Buyer shall be responsible for the payment of any and all application fees imposed by the Franchisor in connection with the assignment, transfer and/or issuance of the new Franchise Agreement and for the matters described in Section 11.3 regarding the PIP (defined below); provided, however, Seller shall be responsible for any accrued royalty payments, Key Money repayments and any other costs, fees and charges under the Existing Franchise Agreement and for the matters described in Section 11.3 regarding the PIP.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Contemporaneously with 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 Buyer’s and Seller’s obligation to closeClosing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and Manager and agreed conditions as may be required to prior to the Effective Date, and, in the case of the New Franchise Agreement, containing a term of not less than ten (10) yearsaccommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall use good faith and diligent efforts to obtain the New Franchise Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the termination of the Existing Franchise Agreement; provided, however, Seller shall be responsible for any key money repayment required by the Franchisor. 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. Buyer shall upon written request from Seller from time In the event Seller, despite using diligent and good faith efforts, is unable to time update Seller as to obtain the status release and termination of the issuance of the New Franchise Agreement. Buyer shall be responsible for the payment of any and all application fees imposed by the Franchisor in connection with the assignment, transfer and/or issuance of the new Franchise Agreement and for the matters described in Section 11.3 regarding the PIP (defined below); provided, however, Seller shall be responsible for any accrued royalty payments, Key Money repayments and any other costs, fees and charges under the Existing Franchise Agreement and for any guaranty related thereto at no cost to Seller and/or guarantor (other than Seller’s attorneys’ fees), then Seller shall have the matters described option to terminate this Contract upon reasonable prior written notice to Buyer, in Section 11.3 regarding which event Buyer shall be entitled to the PIPreturn of its Xxxxxxx Money Deposit.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Contemporaneously with 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 Buyer’s and Seller’s obligation to closeClosing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and Manager and agreed conditions as may be required to prior to the Effective Date, and, in the case of the New Franchise Agreement, containing a term of not less than ten (10) yearsaccommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Seller shall be responsible for paying all reasonable and actual costs of the Franchisor related to the termination of the Existing Franchise Agreement unless Buyer elects to enter into a franchise agreement with a party other than Franchisor or elects to operate the Hotel under no Brand, in which case, Buyer shall reimburse Seller for any termination fee payable to Franchisor. 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. Buyer shall upon written request from Seller from time to time update Seller as to the status of the issuance of the New Franchise Agreement. Buyer shall be responsible for the payment of any and all application fees imposed by the Franchisor in connection with the assignment, transfer and/or issuance of the new Franchise Agreement and for the matters described in Section 11.3 regarding the PIP (defined below); provided, however, Seller shall be responsible for any accrued royalty payments, Key Money repayments and any other costs, fees and charges under the Existing Franchise Agreement and for the matters described in Section 11.3 regarding the PIP.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. Contemporaneously with 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 Buyer’s and Seller’s obligation to close, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer and Manager and agreed to prior to the Effective Date, and, in the case of the New Franchise Agreement, containing a term of not less than ten (10) years. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. 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. Buyer shall upon written request from Seller from time to time update Seller as to the status of the issuance of the New Franchise Agreement. Buyer shall be responsible for the payment of any and all application fees imposed by the Franchisor in connection with the assignment, transfer and/or issuance of the new Franchise Agreement and for the matters described in Section 11.3 regarding the PIP (defined below)Agreement; provided, however, Seller shall be responsible for any accrued royalty payments, Key Money repayments and any other costs, fees and charges under the Existing Franchise Agreement and for the matters described in Section 11.3 regarding the PIPAgreement.