Organizational Consent Sample Clauses

Organizational Consent. Hotel Owner and Minority Owner shall have (i) consented to the sale of the Seller Membership Interests as contemplated hereby to the extent required under the Organizational Documents, (ii) if applicable, fully and irrevocably waived any right of first refusal or similar rights in respect of such sale, unless such rights are not applicable or have lapsed as to the sale of the Seller Membership Interests contemplated hereby without being exercised by such owner, and (iii) shall have provided an estoppel certificate in form reasonably acceptable to Purchaser and which shall not disclose any fact or circumstance materially different from those matters to which Seller represents and warrants pursuant to this Agreement (it being understood and agreed that Minority Owner shall not be required to provide any certifications or other representations beyond what is required of Minority Owner pursuant to the Organizational Documents) and otherwise in form and substance reasonably acceptable to Purchaser (the “Organizational Consent”).