Common use of Acceptance of Manager Transaction Clause in Contracts

Acceptance of Manager Transaction. Any acceptance of the Manager Transaction offered pursuant to this Agreement by the REIT Parties shall be in accordance with the following terms and conditions: (i) Upon delivery of a REIT ROFR Notice accepting the Manager Transaction, the REIT Parties (through any of the REIT Affiliates) shall assume (and the applicable Manager Affiliate shall assign) any applicable REIT Transaction Documents containing materially the same terms and conditions as set forth in the Manager Notice within ten (10) business days of the receipt by Manager of the REIT ROFR Notice; (ii) The REIT Parties (through any of the REIT Affiliates) shall pay the Reimbursement Amount to the applicable Manager Affiliate; (iii) The REIT Parties (through any of the REIT Affiliates) shall pursue the Manager Transaction in accordance with the applicable REIT Transaction Documents with commercially reasonable diligence; and (iv) If the Manager Transaction involves the construction, development, project management or the performance of Project Related Services relating to a Hotel Property, the applicable REIT Affiliate assuming the Manager Transaction shall engage Manager, and Manager agrees to accept such engagement, to perform such services and execute the applicable documents as described in Section 5(b) below, provided Independent Director Disapproval has not been received.