Common use of Acceptance of Remington Transaction Clause in Contracts

Acceptance of Remington Transaction. Any acceptance of the Remington Transaction by the REIT Parties shall be in accordance with the following terms and conditions: (i) Upon delivery of a REIT ROFR Notice accepting the Remington Transaction, the REIT Parties (through any of the REIT Affiliates) shall assume (and the applicable Remington Affiliate shall assign) any applicable REIT Transaction Documents containing materially the same terms and conditions as set forth in the Remington Notice within ten (10) business days of the receipt by the Remington Parties of the REIT ROFR Notice; (ii) The REIT Parties (through any of the REIT Affiliates) shall pay the Reimbursement Amount to the applicable Remington Affiliate; (iii) The REIT Parties (through any of the REIT Affiliates) shall pursue the Remington Transaction in accordance with the applicable REIT Transaction Documents with commercially reasonable diligence; and (iv) If the Remington Transaction involves the management and operation of a Hotel Property, the applicable REIT Affiliate assuming the Remington 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.

Appears in 2 contracts

Samples: Mutual Exclusivity Agreement (Ashford Hospitality Trust Inc), Mutual Exclusivity Agreement (Braemar Hotels & Resorts Inc.)

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Acceptance of Remington Transaction. Any acceptance of the Remington Transaction by the REIT Parties shall be in accordance with the following terms and conditions: (i) Upon delivery of a REIT ROFR Notice accepting the Remington Transaction, the REIT Parties (through any of the REIT Affiliates) shall assume (and the applicable Remington Affiliate shall assign) any applicable REIT Transaction Documents containing materially the same terms and conditions as set forth in the Remington Notice within ten (10) business days of the receipt by the Remington Parties of the REIT ROFR Notice; (ii) The REIT Parties (through any of the REIT Affiliates) shall pay the Reimbursement Amount to the applicable Remington Affiliate; (iii) The REIT Parties (through any of the REIT Affiliates) shall pursue the Remington Transaction in accordance with the applicable REIT Transaction Documents with commercially reasonable diligence; and (iv) If the Remington Transaction involves the management and operation of a Hotel Property, and/or the construction, development, project management or the performance of Project Related Services relating to a Hotel Property, the applicable REIT Affiliate assuming the Remington 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.

Appears in 2 contracts

Samples: Mutual Exclusivity Agreement (Ashford Hospitality Prime, Inc.), Mutual Exclusivity Agreement (Ashford Hospitality Prime, Inc.)

Acceptance of Remington Transaction. Any acceptance of the Remington Transaction by the REIT Parties shall be in accordance with the following terms and conditions: (i) Upon delivery of a REIT ROFR Notice accepting the Remington Transaction, the REIT Parties (through any of the REIT Affiliates) shall assume (and the applicable Remington Affiliate shall assign) any applicable REIT Transaction Documents containing materially the same terms and conditions as set forth in the Remington Notice within ten (10) business days of the receipt by the Remington Parties of the REIT ROFR Notice; (ii) The REIT Parties (through any of the REIT Affiliates) shall pay the Reimbursement Amount to the applicable Remington Affiliate; (iii) The REIT Parties (through any of the REIT Affiliates) shall pursue the Remington Transaction in accordance with the applicable REIT Transaction Documents with commercially reasonable diligence; and (iv) If the Remington Transaction involves the management and operation of a hotel property and/or the construction and/or development of a Hotel Property, the applicable REIT Affiliate assuming the Remington 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(bSECTION 5(c) below, provided Independent Director Disapproval has not been received.

Appears in 1 contract

Samples: Mutual Exclusivity Agreement (Ashford Hospitality Trust Inc)

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Acceptance of Remington Transaction. Any acceptance of the Remington Transaction by the REIT Parties shall be in accordance with the following terms and conditions: (i) Upon delivery of a REIT ROFR Notice accepting the Remington Transaction, the REIT Parties (through any of the REIT Affiliates) shall assume (and the -4- applicable Remington Affiliate shall assign) any applicable REIT Transaction Documents containing materially the same terms and conditions as set forth in the Remington Notice within ten (10) business days of the receipt by the Remington Parties of the REIT ROFR Notice; (ii) The REIT Parties (through any of the REIT Affiliates) shall pay the Reimbursement Amount to the applicable Remington Affiliate; (iii) The REIT Parties (through any of the REIT Affiliates) shall pursue the Remington Transaction in accordance with the applicable REIT Transaction Documents with commercially reasonable diligence; and (iv) If the Remington Transaction involves the management and operation of a hotel property and/or the construction and/or development of a Hotel Property, the applicable REIT Affiliate assuming the Remington 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(bSECTION 5(c) below, provided the Independent Director Disapproval has Directors have not been receivedunanimously voted not to engage Manager.

Appears in 1 contract

Samples: Mutual Exclusivity Agreement (Ashford Hospitality Trust Inc)

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