Sellers and Buyer s Proprietary Information
Sellers and Buyer acknowledge that after the Closing Sellers' Group, the RJRI Group or their respective Affiliates may be parties to contracts that relate to both the Business and the business of Sellers' Group. In such event, Sellers and Buyer will use commercially reasonable efforts to give the other group the benefits (and any related obligations) of such contracts to the extent necessary to conduct the business of such other group.
Sellers and Buyer acknowledge ------------------- that the Hotel located in Key Largo, Florida, is subject to a right of first refusal in favor of the lessee under a restaurant lease applicable to such Hotel. If such right of first refusal has not been waived in writing by such lessee on a basis reasonably acceptable to Buyer on or prior to the expiration of the Review Period, Sellers and Buyer shall promptly enter into (i) a separate agreement, substantially similar to the Mystic Agreement, pursuant to which Buyer will agree to purchase such Key Largo Hotel for the price allocated to such Hotel in accordance with Section 3.03 and (ii) an amendment of this Contract to reflect the separate agreement described in the preceding clause (i), including the addition of a provision substantially similar to Section 7.03(c) and the last sentence of Section 6.14 with respect to the Key Largo Hotel.
Sellers and Buyer s Tax Obligation 9
Sellers and Buyer hereby acknowledge and agree that from and after the Closing each of the present and former directors and officers of the Company and the Subsidiary shall be an express third-party beneficiary of this Section 6.3. The rights of such directors and officers under this Section 6.3 shall be in addition to any rights such directors and officers may have under the Governing Documents of the Company and the Subsidiary or under any applicable Legal Requirement.
Sellers and Buyer acknowledge and agree that the provisions of this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that but for this provision the parties would not enter into this Agreement.
Sellers and Buyer acknowledge that Buyer may cause one or more entities controlling, controlled by or under common control with Buyer to: (a) acquire and own the fee ownership interests of each Property from and after the Closing; (b) enter into the New Management Agreements with the Manager for the operation of each Property from and after the Closing; and (c) otherwise consummate the transactions contemplated hereunder, in accordance with laws applicable to Buyer and its affiliates. Therefore, notwithstanding any terms to the contrary herein, Sellers agree that Buyer may, without the prior consent of any Seller, assign its rights hereunder, including its right to purchase the Properties or any portion thereof, or delegate the performance of any of its obligations hereunder, to one or more entities controlling, controlled by or under common control with Buyer; provided, however, that (i) no such assignment or delegation shall release the original entity named as Buyer herein from any of Buyer’s obligations pursuant to this Agreement, and (ii) Buyer shall provide Sellers with notice of any such assignment not less than fifteen (15) days prior to the Closing Date.
Sellers and Buyer agree, and Buyer agrees to cause the ----------- Company and the Subsidiary after the Closing to agree, to provide, or cause to be provided, at the cost of the requesting party, any assistance that the other may reasonably request with respect to all matters relating to the income or other Tax liabilities of the Company or Sellers for any taxable year or period ending on or prior to the Closing Date. The requested party shall bear the cost of: (i) providing forms, information, schedules and other assistance which would customarily be prepared or provided in connection with the preparation of the requested party's income tax returns, consistent with past practices; and (ii) providing information and data which would customarily be provided in connection with the audit of the requested party's income tax returns.
Sellers and Buyer shall attempt to agree on a final determination of the Proration Amounts within 90 days following the Closing Date. Immediately upon such agreement, Sellers shall pay Buyer, or Buyer shall pay Sellers, as the case may be, any amount owing by reason of the difference between (A) the payment made at Closing based on the estimated Proration Amounts and (B) the Proration Amounts as finally determined. If Sellers and Buyer shall not have reached an agreement within 90 days following the Closing Date, any dispute shall be referred to a "Big Six" accounting firm that is not currently performing services for either Buyer or Sellers (the "Accountant"). The determination of the Accountant shall be conclusive and binding upon Sellers and Buyer, and a payment shall be made by Buyer to Sellers or by Sellers to Buyer, as the case may be, promptly upon such determination by the Accountant to adjust the Proration Amounts. The fees and expenses of the Accountant shall be allocated by the Accountant to one or both of the parties based on the principle that the party who does not substantially prevail should bear the costs of the Accountant.
Sellers and Buyer acknowledge and agree that pursuant to the Regulations, the contracts of employment between Sellers and each of its employees will have and be deemed to have had effect after the Closing Date as if originally made between Buyer and the respective employees.
