Excluded Hotel definition
Examples of Excluded Hotel in a sentence
If the disposal or transfer of any of the TAHM Excluded Hotels or the TAHM PRC Excluded Hotel is not completed by the TAHM Closing, the relevant hotel(s) shall be transferred to the Seller or its Affiliate at a consideration equal to the aggregate book value of such hotel(s).
Any cash generated as a result of the operations of the TAHM Excluded Hotels and the TAHM PRC Excluded Hotel (prior to their disposal or transfer) or the sale of the TAHM Excluded Hotels and the TAHM PRC Excluded Hotel (whether the sale be effected prior to or after the TAHM Closing) shall be the property of the Seller and shall be dealt with as provided in Schedule 11 and Section 2.07(c).
Under no circumstances shall the Right of First Refusal apply to (i) a lease of retail or “shop” space within the Excluded Hotel, (ii) a condemnation of all or a portion of the Excluded Hotel, (iii) the granting of easements and rights-of-way, (iv) any mortgage of the Excluded Hotel, (v) any foreclosure sale, deed-in-lieu of foreclosure or similar disposition by any mortgagee of the Excluded Hotel, or (vi) a transfer of the Excluded Hotel to an Affiliate of the owner of the Excluded Hotel.
In exchange for Owner’s agreement to exclude the hotel listed in Schedule 1 attached hereto (the “Excluded Hotel”) from the non-compete set forth above, Manager hereby grants Owner and any Affiliate of Owner a right of first refusal to purchase the Excluded Hotel (currently under development by Manager’s Affiliate), at the same price, and upon the same terms, as any offer received by Manager’s Affiliate that Manager’s Affiliate is willing to accept (the “Right of First Refusal”).
In addition, Manager’s right to manage the Excluded Hotel is subject to the agreement by Manager to not permit unfair favoritism in the operation and management of the Excluded Hotel that would disadvantage the operation or business of the Hotel (such as, by way of example only, directing potential Hotel guests to the Excluded Hotel instead of to the Hotel).
If Owner or its Affiliate timely accepts the Offer, then Owner or its Affiliate will purchase the Excluded Hotel on the same terms and conditions as set forth in the Offer, and Owner’s (or it Affiliate’s) failure to do so shall cause the Right of First Refusal to automatically terminate.
In the event that Purchaser elects to terminate this Agreement in its entirety or with respect to any Excluded Hotel pursuant to Section 9.1.2(C) or Section 9.1.2(A), respectively, for failure of a Purchaser Closing Condition, and such Purchaser Closing Condition is reasonably susceptible to cure, Seller shall have the right and option to defer such Closing once for a period of five (5) Business Days in order to cure such failure of a Purchaser Closing Condition.