Transfer of Leased Property. Except as may be applicable under Article XXII, any transfer of the Leased Property pursuant to this Lease shall be at the Lessee’s expense. Upon receipt by the Lessor of payment in full of the Break Even Price pursuant to the applicable provision of this Lease, the Leased Property shall be transferred to the Lessee or any designee it may identify. Any transfer of the Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties of title and without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee (or its designee), of, and due release of the Lessor from, all obligations relating to the Leased Property. In connection with any transfer to an independent third party, the Lessee shall, or shall ensure that its designee shall, execute and deliver such documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or other Operative Document to the contrary notwithstanding, no transfer of the Leased Property to the Lessee or to a third party buyer pursuant to the Return Option shall be made until the Lessor has received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative Documents. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return Option, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens other than Permitted Liens as described in clauses (a) or (b) of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by it.
Transfer of Leased Property. Except for liens, encumbrances or title retention agreements which are governed by Article 20, and except for normal and customary easements reasonably required for the development and use of the Leased Property for hotel purposes and uses incidental thereto, Landlord shall not, without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion, sell, assign, transfer, convey or otherwise dispose of (a "Transfer") the Leased Property, or any portion thereof or interest therein, directly or indirectly (other than an interest, directly or indirectly, in Landlord which is governed by Section 15.3), (a) to any Person which, in Tenant's reasonable judgment: (i) is not a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest and does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is known in the community as being of bad moral character and/or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (iii) itself is, or any of its Affiliated Persons is, a Competitor; or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement, (b) to any Person prior to the third (3rd) anniversary of the Transfer Date hereunder, or (c) if at the time of such Transfer the Liquidity Facility Agreement is still in effect and the Minimum Rent Coverage for the Leased Property is greater than the Aggregate Minimum Rent Coverage, unless in the case of this clause (c) the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made. For purposes of this Section 15.1, a Person shall not be deemed to be a Competitor solely by virtue of (i) the ownership of hotels, either directly or indirectly through Subsidiaries, Affiliated Persons and Entities, or (ii) holding a mortgage or mortgages secured by one or more hotels. Otherwise, subject to the provisions of Section 15.2, Landlord may Transfer the Leased Property, or any portion thereof or interest therein, to any Person without the consent of, but upon not less than sixty (60) days prior Notice to, Tenant. Within five (5) days following any request by Tenant, Landlord shall provide Tenant such information concerning the proposed transferee's financial condition, affiliations, ownership, business interests, and oper...
Transfer of Leased Property. (i) Whenever pursuant to any provision of this Lease Lessor is required to transfer the Leased Property to Lessee or to an independent third party, such transfer shall be made at Lessee's expense by the transfer by a deed without covenants or warranties of title, except for matters arising by, through or under Lessor, of all of Lessor's interest in and to the Leased Property on an "as is, where is, with all faults" basis but free and clear of all Lessor Liens and otherwise without recourse, representation or warranty of any kind, and together with the due assumption by Lessee (or such third party) of, and due release of Lessor from, all obligations relating to the Leased Property or any of the Operative Documents. In connection with any transfer to an independent third party, Lessee shall execute and deliver such customary and reasonable documents, certificates and estoppels as may reasonably be required to facilitate the transfer of the Leased Property. Any provision in this Lease or any other Operative Document to the contrary notwithstanding, Lessor shall not be obligated to make any such transfer until Lessor and the Participants have received all Rent and other amounts due and owing hereunder and under the other Operative Documents including any Break Costs. At or subsequent to the transfer or return of the Leased Property, Lessee will provide Lessor with such lien and title searches as Lessor may reasonably request to demonstrate to Lessor's satisfaction that the Leased Property is subject to no Liens for which Lessor would be liable under any warranties of title.
Transfer of Leased Property. Notwithstanding anything set forth herein to the contrary, but subject to the rights of a Facility Mortgagee as set forth herein, Landlord shall not, without the consent of Tenant, transfer the Leased Property, or any interest therein, to any Person (i) which does not have sufficient financial resources and liquidity to fulfill the Landlord's Retained Obligations and Continuing Obligations under the Management Agreement and Landlord's obligations under this Lease, or (ii) which has been, or is in control of or controlled by Persons who have been, convicted of felonies involving moral turpitude in any state or federal court, or otherwise would cause a breach of the Management Agreement.
Transfer of Leased Property. Except as otherwise provided in Article 20, Landlord shall not transfer the Leased Property, or any interest therein, directly or indirectly, to any Person which: (i) does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is in control of or controlled by Persons who have been convicted of felonies; (iii) is engaged in the business of operating or franchising (as distinguished from owning) a branded hotel chain having fifteen hundred (1,500) or more guest rooms in competition with Tenant, the Guarantor or their Affiliated Persons or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion. For purposes of this Section 5.1, a Person shall not be deemed to be in the business of operating hotels in competition with Tenant, the Guarantor or their Affiliated Persons solely by virtue of (x) the ownership of such hotels, either directly or indirectly through Subsidiaries, Affiliated Persons and Entities, or (y) holding a mortgage or mortgages secured by one or more hotels. Otherwise, subject to the provisions of Section 15.2, Landlord may transfer the Leased Property, or an interest therein, to any Person without the consent of, but upon not less than ten (10) Business Days prior Notice to, Tenant.
Transfer of Leased Property. Tenant and Landlord each acknowledge and agree that each party has entered into the Mortgage Loan and executed and/or delivered the Loan Documents to Lender and each party, in accordance with the provisions of this Agreement, has the otherwise unrestricted right to mortgage, encumber, convey and assign its interest in the Leased Property to the Mortgagee under the Mortgage and the other Loan Documents. If Landlord conveys the Leased Property to the Mortgagee, or to a grantee or transferee that expressly assumes in writing all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement arising or accruing from and after the date of such conveyance or other transfer as to the Leased Property and all such future liabilities and obligations shall thereupon be binding upon the new owner.
Transfer of Leased Property. Landlord shall not, without the --------------------------- consent of Tenant, transfer the Leased Property, or any interest therein to any Person which: (i) does not have sufficient financial resources and liquidity to fulfill "Owner's" obligations under the Management Agreement; (ii) is in control of or controlled by Persons who have been convicted of felonies involving moral turpitude in any state or federal court; or (iii) is engaged in the business of operating or franchising (as distinguished from owning) a branded hotel chain having fifteen hundred (1,500) or more guest rooms in competition with the Manager. An individual or entity shall not be deemed to be in the business of operating hotels in competition with the Manager solely by virtue of (x) the ownership of such hotels, either directly or indirectly through subsidiaries, affiliates and partnerships, or (y) holding a mortgage or mortgages secured by one or more hotels. Landlord may transfer the Leased Property, or any interest therein, to any other Person without the consent of Tenant.
Transfer of Leased Property to the District at End of Scheduled Lease Term. If all Base Rent scheduled to be paid through the end of the Scheduled Lease Term and all Additional Rent payable through the date of transfer and conveyance of the Leased Property to the District pursuant to this Section shall have been paid, the Leased Property shall be assigned, transferred and conveyed to the District at the end of the Scheduled Lease Term in the manner described in Section 9.02(b) hereof without any additional payment by the District.
Transfer of Leased Property. Except as otherwise provided in Article 20, Landlord shall not transfer the Leased Property, or any interest therein, directly or indirectly, to any Person which: (i) does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is in control of or controlled by Persons who have been convicted of felonies; (iii) is a Competitor or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion. Otherwise, subject to the provisions of Section 15.2, Landlord may transfer the Leased Property, or an interest therein, to any Person without the consent of, but upon not less than ten (10) Business Days prior Notice to, Tenant.
Transfer of Leased Property. Landlord shall have the unrestricted right to mortgage or otherwise encumber all or any part of its right, title and interest in the Leased Property to a Qualified Mortgagee. In the event such Qualified Mortgagee forecloses or otherwise takes possession of the Leased Property pursuant to its mortgage, Tenant shall have the right to terminate this Agreement immediately upon written notice to the Qualified Mortgagee. Notwithstanding the foregoing, Landlord shall have the unrestricted right to sell and convey the Leased Property to any Person.
