Sale of the Inn definition

Sale of the Inn means any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, of the fee simple title to the Site and/or the Inn. For purposes of this Agreement, a Sale of the Inn shall also include: (i) a lease (or sublease) of all or substantially all of the Inn or Site; or (ii) any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, in a single transaction or a series of transactions, of the controlling interest in Owner. The phrase "controlling interest," as used in the preceding sentence, shall mean either: (x) the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of Owner (through ownership of such shares or by contract); or (y) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Owner. Subject to the provisions of Section 10.02.A, for purposes of this Agreement, a Sale of the Inn shall not be deemed or construed to include (i) any transfer, conversion, exchange or repurchase of publicly-held or publicly-traded securities of Owner's ultimate parent entity, Apple Hospitality Five, Inc., a Virginia corporation ("Apple Five"), by operation of law or otherwise, or any issuance of additional securities of Apple Five; (ii) any merger, consolidation or sale of all or substantially all of the assets of Apple Five; or (iii) any sale, assignment, transfer or other disposition of the Inn or Hotel Lease (or permitted amendment thereof) by Owner or Landlord to an Affiliate of Owner or Landlord, provided that, a subsequent sale, assignment, transfer, lease, sublease or other disposition of the Inn by, or a change in "controlling interest" of, such Affiliate would constitute a "Sale of the Inn".
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Sale of the Inn means any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, of the fee simple title to the Site and/or the Inn. For purposes of this Agreement, a Sale of the Inn shall also include: (i) a lease (or sublease) of all or substantially all of the Inn or Site; or (ii) any sale, assignment, transfer or other disposition, for
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Sale of the Inn. The parties agree to modify the definition of Sale of the Inn in Section 12.01 by inserting the following language at the end thereof: For purposes of this Agreement, a Sale of the Inn 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, Apple Hospitality Five, Inc., a Virginia corporation (“Apple Five”), by operation of law or otherwise, or any issuance of additional securities of Apple Five; or (ii) any sale, assignment, transfer or other disposition of the Inn by Owner to an Affiliate of Owner, provided that, a subsequent sale, assignment, transfer, lease, sublease or other disposition of the Inn by, or a change in “controlling interest” of, such Affiliate would constitute a “Sale of the Inn”; provided, if Manager believes (and so states in writing to Owner), that, in the case of clause (i) above, such transfer, conversion, exchange, or issuance will cause the controlling interest in the stock of Apple Five to be held by an individual or entity to which a Sale of the Inn is prohibited pursuant to Section 10.02.A hereof, or, in the case of (ii) above, the Affiliate of Owner is an individual or entity to which a Sale of the Inn is prohibited pursuant to Section 10.02.A hereof, then Manager shall have the right to terminate this Agreement by providing written notice to Owner and such
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Examples of Sale of the Inn in a sentence

  • Furthermore, Owner shall not enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement.

  • In connection with any Sale of the Inn which includes a transfer of Lessor's and/or Lessee's title in the Site and/or the Inn, Lessor and Lessee agree that the successors to their respective titles in the Site and/or the Inn shall also assume their respective rights and obligations under this Agreement and shall cause such successor(s) to assume such rights and obligations pursuant to an assumption of this Agreement reasonably acceptable to Manager.

  • If, in connection with any Sale of the Inn, the selling Owner intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling Owner must obtain the contractual obligation of the buying Owner to replenish those deposits (in the identical amounts) simultaneously with such withdrawal.

  • Lessor further acknowledges and agrees that any failure by Lessor to timely provide notice to Manager as set forth in Section 10.02 of the Management Agreement with respect to a Sale of the Inn shall extinguish any right of Lessor to enter such Sale.

  • The obligations described in this Section 10.02.F. shall survive such Sale of the Inn and shall survive Termination.

  • Lessor agrees to fully and timely comply with all notice requirements set forth in Section 10.02 of the Management Agreement with respect to a Sale of the Inn.

  • In connection with any Sale of the Inn which includes a transfer of Lessor’s and/or Lessee’s title in the Inn, Lessor and Lessee agree that the successors to their respective titles in the Inn shall also assume their respective rights and obligations under this Agreement from and after the effective date of such Sale of the Inn and shall cause such successor(s) to assume such rights and obligations pursuant to an assumption of this Agreement reasonably acceptable to Manager.

  • This section describes the standards for recognizing and measuring financial instruments in the balance sheet and the standards for reporting gains and losses in the financial statements.

  • 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.

  • Any successor to Lessee under clause (c)(ii) above shall be subject to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of Apple Two, or (ii) a person or entity to whom a Sale of the Inn is permitted under the Management Agreement (an “Approved Lessee”).


More Definitions of Sale of the Inn

Sale of the Inn means any sale, assignment, transfer or other --------------- disposition, for value or otherwise, voluntary or involuntary, of Owner's title to the Inn or the Site (either fee or leasehold title, as the case may be), but shall not include a collateral assignment intended to provide security for a loan. For purposes of this Agreement, a "Sale of the Inn" shall also include a lease (or sublease) of the entire Inn or Site. The phrase "Sale of the Inn" shall also include 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. If Owner is a corporation, the phrase "controlling interest" shall mean the right to exercise, directly or indirectly, fifty percent (50%) or more of the voting rights attributable to the shares of Owner (through ownership of such shares or by contract). If Owner is not a corporation, the phrase "controlling interest" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Owner. Notwithstanding the foregoing, the term "Sale of the Inn" shall not include any sale, assignment, transfer or other disposition of the Inn or the Site by Owner to an Affiliate of Owner. September 13, 1993 35
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Sale of the Inn means any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, of the fee simple title to the Site and/or the Inn [or assignment of the leasehold interest of Owner in the Site and Owner’s rights in the Buildings and other improvements located on the Site]. For purposes of this Agreement, a Sale of the Inn shall also include a lease (or sublease) of all or substantially all of the Inn or Site and any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, in a single transaction or a series of transactions, of the controlling interest in Owner. If Owner is a corporation, the phrase “controlling interest” shall mean the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of Owner (through ownership of such shares or by contract). If Owner is not a corporation, the phrase “controlling interest” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Owner.
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Related to Sale of the Inn

  • 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.

  • 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.

  • COMMENCEMENT OF THE INITIAL PUBLIC OFFERING means the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • 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.

  • 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.

  • Second Closing Date means the date of the Second Closing.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Sale Date means the date that the Bonds are awarded by the District to the winning bidder.

  • Purchased Student Loan means a Financed Student Loan purchased as of the close of business on the last day of a Monthly Collection Period or Collection Period, as applicable, by the Servicer pursuant to Section 3.05 of the Servicing Agreement or repurchased by the Seller pursuant to Section 3.02 of the Loan Sale Agreement.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • 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.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • 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.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Second Closing has the meaning set forth in Section 2.2.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

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

  • Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.