Sale of an Inn definition

Sale of an Inn or "Sale of the Inns" shall mean any sale, -------------- ---------------- assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, of the fee simple title (or leasehold interest, as the case may be) to one or more of the Inns.
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Sale of an Inn or "Sale of the Inns" shall mean any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, of Owner's and/or Lessee's title to one or more of the Inns and/or the Sites (either fee or leasehold title, as the case may be). For purposes of this Agreement, a "Sale of the Inn" shall also include (i) a lease (or sublease) of the Inns or Sites and (ii) any sale, transfer, or other disposition, for value or otherwise, in a single transaction or a series of related transactions, of the controlling interest in Owner or Lessee. The phrase "controlling interest" shall mean the right (through equity ownership, by contract, or by any other arrangement) to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of Owner or Lessee, as the case may be, or, if Owner or Lessee is a partnership, of the general partner (or managing partner, if more than one) of Owner or Lessee, as the case may be. Notwithstanding the foregoing, the term "Sale of the Inns" shall not be deemed or construed to include (i) any transfer, conversion or exchange of publicly-held or publicly-traded securities of Owner's ultimate parent entity, by operation of law or otherwise, or any issuance of additional securities of Owner's ultimate parent entity; (ii) any sale, assignment, transfer or other disposition of the Inn or the Site by Owner or Lessee to an Affiliate of Owner, provided that, a subsequent sale, assignment, transfer, lease, sublease or other disposition of the Inns or Sites by or a change in "controlling interest" of such Affiliate would constitute a "Sale of the Inns"; (iii) a collateral assignment intended to provide security for a loan; or (iv) the lease of the Inns by Owner to Lessee under the Hotel Lease; provided that, with respect to clauses (i) and (ii) of this sentence, if Manager believes (and so states in writing to Lessee) that any one or more of the following is true: (a) that the proposed purchaser is engaged in the business of operating (as distinguished from owning or financing) hotels or other lodging facilities in competition with Manager, Marriott or any Marriott Affiliate; (b) that the proposed purchaser is known as being of bad moral character or is in control of or controlled by persons known as being of bad moral character, or (c) that the financial condition and prospects of the proposed purchaser are not adequate to discharge the obligations of Lessee under this Agr...
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Examples of Sale of an Inn in a sentence

  • Lessor further acknowledges and agrees that any failure by Lessor to timely provide notice to Manager as set forth in Section 18.01 of the Management Agreement with respect to a bona fide written offer for a Sale of an Inn shall extinguish any right of Lessor to enter such Sale.

  • Lessor agrees to fully and timely comply with all notice requirements set forth in Section 18.01 of the Management Agreement on each occasion that Lessor receives a bona fide written offer for a Sale of an Inn that it desires to accept.

  • Accordingly, Lessee agrees that neither it nor Owner will have the right to enter into a Sale of an Inn if such a transaction, when consummated, would result in the twenty-two (22) Inns being owned by more than five (5) separate owners.

  • Subject to the foregoing, if Owner or Lessee receives a bona fide written offer to enter into a Sale of an Inn, and desires to accept such offer, Lessee shall, or shall cause Owner to give written notice thereof to Manager stating the name of the prospective purchaser or tenant, as the case may be, the price or rental and the terms and conditions of such proposed Sale of the Inn, together with all other information requested by Manager and reasonably available to Owner or Lessee.

Related to Sale of an Inn

  • Purchase or Sale of a Security means obtaining or disposing of "Beneficial Ownership" of that Security and includes, among other things, the writing of an option to purchase or sell a Security.

  • Sale of the Artwork means the transfer of title and ownership of the Artwork to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Asset Sale Offer shall have the meaning specified in Section 4.14.

  • Bulk transfer means a transfer of motor fuel from 1 location to another by pipeline tender or marine delivery within the bulk transfer/terminal system, including, but not limited to, all of the following transfers:

  • Flip-over Transaction or Event means a transaction or series of transactions after a Flip-In Date in which, directly or indirectly, (i) the Company shall consolidate or merge or participate in a share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time the Company enters into any agreement with respect to any such consolidation, merger or share exchange, the Acquiring Person Controls the Board of Directors of the Company and either (A) any term of or arrangement concerning the treatment of shares of capital stock in such consolidation, merger or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of the Common Stock or (B) the Person with whom the transaction or series of transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other than the Company or one or more of its wholly owned Subsidiaries) or to two or more such Persons which are Affiliates or Associates or otherwise acting in concert, if, at the time of the entry by the Company (or any such Subsidiary) into an agreement with respect to such sale or transfer of assets, the Acquiring Person Controls the Board of Directors of the Company. An Acquiring Person shall be deemed to "Control" the Company's Board of Directors when, following a Flip-In Date, the Persons who were directors of the Company before the Flip-In Date shall cease to constitute a majority of the Company's Board of Directors.

  • First sale means and include the first sale or distribution of cigarettes in intrastate commerce, or the first use or consumption of cigarettes within this state.

  • Sale of the Company means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

  • Purchase and Sale Agreement means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.

  • Fall Away Event means such time as the Notes shall have an Investment Grade Rating and the Company shall have delivered to the Trustee an Officers’ Certificate certifying that the foregoing condition has been satisfied.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Offer for Sale shall have the meaning given to such term in Recital (A); “Offer Price” shall have the meaning given to such term in Recital (A); “Offered Shares” shall have the meaning given to such term in Recital (A);

  • Sale of the Painting means the transfer of title and ownership of the Painting to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.

  • Qualification Defect With respect to a Mortgage Loan, (a) a defective document in the Mortgage File, (b) the absence of a document in the Mortgage File, or (c) the breach of any representation, warranty or covenant with respect to the Mortgage Loan made by the Company, but, in each case, only if the affected Mortgage Loan would cease to qualify as a “qualified mortgage” for purposes of the REMIC Provisions.

  • Asset Sale Offer Amount shall have the meaning specified in Section 4.14.

  • Israeli Securities Law means the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder.

  • Applicable Securities Law means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable securities law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the applicable securities laws of that jurisdiction.

  • Bulk Sales Laws shall have the meaning set forth in Section 2.9.

  • Sale Period has the meaning set forth in Section 8.7,