Common use of Sale Process Clause in Contracts

Sale Process. If a Non-Economic Facility is marketed for sale in accordance with Section 5.02 and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS and Owner, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRS. If the relevant TRS, on behalf of the relevant Owner, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant Owner, and if Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and Manager does not obtain another offer within ninety (90) days that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated by the relevant TRS, the relevant Owner and/or Manager). If the reduction in Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilities.

Sale Process. If a Non-Economic Facility Hotel is marketed for sale in accordance with Section 5.02 5.01 and Manager the Marketing Party receives an offer therefor which it wishes to accept on behalf of the relevant TRS Owner and Ownerrelevant Landlord, Manager the Marketing Party shall give the relevant TRS Owner, or the Manager, as the case may be (the “Non-Marketing Party”), prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRSthe non-Marketing Party. If Manager is the relevant TRSNon-Marketing Party, Manager shall have a right of first refusal to purchase such Non-Economic Hotel on behalf the terms of the relevant Owner, shall fail offer by notice given to accept or reject such offer the Marketing Party within seven (7) Business Days after receipt of such notice and other information from Managerthe Marketing Party. If an Owner is the Non-Marketing Party, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS Owner, on behalf of the relevant OwnerLandlord, and if Manager elects to continue marketing may reject the Non-Economic Facility offer by providing written notice given to the relevant TRS Marketing Party within seven (7) days Business Days after receipt of such rejection notice and Manager does not obtain another offer within ninety (90) days that is accepted by other information from the relevant TRSMarketing Party, in which event the Non-Economic Facility Hotel shall be deemed to have been sold to the relevant TRS Landlord on the date, at the price and on such the other terms contained in the offer. If a Non-Economic Facility Hotel is sold to a third party or deemed to have been sold to the relevant Owner Landlord, in each case pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic FacilityHotel; (ii) the Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRSLandlord, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated consummated, by the relevant TRSOwner, the relevant Owner Landlord and/or Manager). If the reduction in of Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility Hotel sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining FacilitiesHotels.

Sale Process. If a Non-Economic Facility is marketed for sale in accordance with Section 5.02 and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS and Owner, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRS. If the relevant TRS, on behalf of the relevant Owner, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant OwnerOwner and, and if the Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and the Manager does not obtain another offer within ninety (90) days that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such the other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) the Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated consummated, by the relevant TRS, the relevant Owner and/or Manager). If the reduction in of Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilities.

Sale Process. If a Non-Economic Facility is marketed for sale in accordance with Section 5.02 and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS and Owner, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRS. If the relevant TRS, on behalf of the relevant Owner, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant Owner, and if Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and Manager does not obtain another offer within ninety (90) days that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated by the relevant TRS, the relevant Owner and/or Manager). If the reduction in Aggregate Invested Capital is less than the Invested Capital of the Non-Non- Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilities.

Sale Process. If a Non-Economic Facility is marketed for sale in accordance From the date of this Agreement until the Closing Date, Seller shall, and shall cause the Acquired Companies to, reasonably cooperate with Section 5.02 Buyer and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS its professional advisors, and Ownerexcept as set forth herein, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other provide all information reasonably requested by such TRS. If Buyer and its professional advisors, in the relevant TRS, on behalf context of the relevant Ownerongoing auction process for the sale of Buyer, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant Owner, and if Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and Manager does not obtain another offer within ninety (90) days provided that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) no non-public information regarding Seller or the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) Aggregate Invested Capital Acquired Companies shall be reduced by an amount equal disclosed to the net proceeds any prospective purchaser of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager Buyer (or, x) in the case of any prospective purchaser that is a deemed salecompetitor of the Acquired Companies, without the net proceeds prior written consent of Seller (which consent may be withheld or limit the nature and quantum of information to exclude all information that Seller deems to be competitively sensitive), and (y) unless such prospective purchaser of Buyer has entered into a non-disclosure agreement directly with Seller, which shall include an acknowledgement that confidential information concerning Seller and the Acquired Companies may include material, non-public information concerning Seller and the Acquired Companies and that United States securities laws prohibit any person who has received material, non-public information concerning Seller or the Acquired Companies from purchasing or selling securities of Seller or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, (ii) such requested cooperation shall not interfere with or disrupt the ongoing operations of Seller and the Acquired Companies, and (iii) the foregoing shall not require Seller or any Acquired Company to permit any inspection, or to disclose any information, that in its reasonable judgment is reasonably likely to (x) result in the waiver of any attorney-client privilege or the violation of any Applicable Law or (y) violate any of their obligations with respect to confidentiality (whether pursuant to any Contract or otherwise). Buyer shall, promptly upon request by Seller, reimburse Seller for all reasonable and documented out of pocket costs incurred by Seller or any of its Affiliates in connection with such cooperation and shall indemnify, defend and hold harmless Seller and its Affiliates for and against any and all Losses suffered or incurred by them in connection with Buyer’s sale determined by reference to such offer, after reduction for any amounts actually expended process and any amounts which would reasonably have been expected information utilized in connection therewith. From the date of this Agreement until the Closing Date, Buyer will keep Seller informed on the status of each key deadline in Buyer’s sale process and will notify Seller of any material developments relating to have been expended if the sale had been consummated by the relevant TRS, the relevant Owner and/or Manager). If the reduction in Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilitiesprocess.