Existing Management Agreement. Seller has furnished to Buyer true and complete copies of the Existing Management Agreement, which constitutes the entire agreement of the parties with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement. To Seller’s knowledge, the Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and all other requirements of the Manager, including all “brand standard” requirements of the Manager. The Existing Management Agreement is in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement at Closing if Buyer and Manager execute a new management agreement as provided in Article V hereof. To Seller’s knowledge, no default has occurred and is continuing under the Existing Management Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.
Existing Management Agreement. The termination of the Existing Management Agreement, if Buyer and Manager enter into a new Management Agreement, otherwise, if Buyer and Manager enter into the Assumption of Management Agreement, then Seller shall execute whatever documents are required of Manager to evidence the termination of the Existing Management Agreement vis-à-vis Seller and Manager.
Existing Management Agreement. An executed copy of the Existing Management Agreement which shall be subject to review and approval by Lender. The Existing Management Agreement shall provide by its terms or in a separate document that the Existing Management Agreement shall be terminable without penalty or premium by Lender or its nominee following the occurrence of an Event of Default and that all payments under the Existing Management Agreement are under and subject and subordinate in lien and priority of payment to the payment of all principal and interest under the Loan.
Existing Management Agreement. Seller shall terminate the Existing Management Agreement affecting the Property with respect to the Property at or prior to the Closing. All termination fees and any other costs and expenses relating to such termination shall be the responsibility solely of Seller, and Buyer shall not have any responsibility or liability thereunder.
Existing Management Agreement. Seller shall cause the existing management agreement for the Hotel to be terminated on the Closing Date, and Seller shall be responsible for all fees and costs associated with such termination.
Existing Management Agreement. No management agreement affecting the Property exists other than the Existing Management Agreement which will be terminated at the Closing at Seller’s sole cost and expense.
Existing Management Agreement. Seller has provided a true, correct and complete copy of the Existing Management Agreement, as identified on Schedule 7.1.21. Except as set forth in Schedule 7.1.21, Seller has not received any written notice of any breach or default under the Existing Management Agreement which has not been cured, and to Seller’s Knowledge, no event has occurred or circumstance exists which, with notice or the passage of time, would result in a breach or default of the Existing Management Agreement by Seller or the other party thereunder. 7.1.22.
Existing Management Agreement. That certain Resort Management Agreement, by and between Maui Seller and Manager, dated October 1, 2010 and that certain Marketing License Agreement, dated October 1, 2010 (the “Maui Existing Management Agreement”), that certain Hotel Management Agreement, by and between Coconut Point Seller and Manager, dated December 1, 2000, as amended by that certain Addendum to Hotel Management Agreement, dated February 11, 2002, as amended by that certain Tax Accommodation Letter, dated October 7, 2003, as amended by that certain Modification Letter re: FFE, dated September 5, 2008, as amended by that certain First Amendment to Management Agreement, dated July 26, 2016 (the “Coconut Point Existing Management Agreement”), and that certain Hotel Management Agreement, by and between SF Seller and Manager, dated July 1, 2009 (the “SF Existing Management Agreement”; and together with the Maui Existing Management Agreement and the Coconut Point Existing Management Agreement, individually and/or collectively as the context may require, the “Existing Management Agreement”), each of which shall be terminated by Seller at the Closing at its sole cost and expense.
Existing Management Agreement. If the fee required to be paid to the Manager for the termination of the Existing Management Agreement exceeds $450,000, Purchaser shall reimburse Seller for such excess portion at the Closing, which excess portion shall not exceed $200,000. If such fee is less than $450,000, Purchaser shall receive a credit at the Closing equal to the difference between $450,000 and the actual amount of the fee paid by Seller.
Existing Management Agreement. The Management Agreement dated as of August 23, 1995, by and between Existing Manager and Seller, as amended, which provides for the operation of the Hotel by Existing Manager, together with all supplements, modifications and amendments thereto, which Existing Management Agreement shall be terminated by the Seller at or prior to Closing in accordance with Section 5.5 below.
