Common use of Acquisition of Owner/Acquisition of Control of Hotel Clause in Contracts

Acquisition of Owner/Acquisition of Control of Hotel. If the proposed Transfer is a purchase or lease of all or a portion of the ownership interests or the assets (which includes the Hotel) of Owner or an affiliate of Owner, or a merger with or into Owner or an affiliate of Owner, or the acquisition of Owner’s ownership interest in this Agreement or in the Operating Agreement, or any sale or lease of the Hotel involving non-cash consideration, or other form of Transfer, Franchisor (or its designee) shall have the right to purchase or lease the Hotel at the purchase or lease price pursuant to terms consistent with such offer (other than the non-cash nature of the consideration and any provision relating to the Brand of the Hotel) as agreed to by the parties. If the parties are unable to agree as to purchase or lease price and terms within fifteen (15) days of Franchisor’s election, the purchase or lease price of the Hotel shall be determined as follows. Franchisor and Owner each shall, at its own expense and within thirty (30) days thereafter, obtain an appraisal of the fair market value of the Hotel from a nationally recognized appraiser of Hotel properties comparable to such Hotel. In determining the fair market value, the appraisers shall be instructed to assume that the Hotel is not subject to a management agreement but is subject to the existing Franchise Agreement. If, after receiving the appraisals, the parties agree on the fair market value of the Hotel, such agreed fair market value shall constitute the purchase or lease price hereunder. If, after receiving such appraisals, the parties are not able within ten (10) days to agree on such fair market value, the purchase or lease price shall be determined by “baseball arbitration” in Washington, D.C. in accordance with the Arbitration Rules for the Real Estate Industry of the American Arbitration Association then in effect (“AAA Rules”) as modified by this Agreement. The parties shall jointly select a third party to act as the sole arbitrator (the “Arbitrator”) to determine the fair market value of the Hotel, and such Arbitrator shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question and shall be qualified to act as an Arbitrator in accordance with the AAA Rules. If the parties do not agree on an Arbitrator with such qualifications within fifteen (15) days after the expiration of such ten (10) day period referred to above, the Arbitrator shall be appointed by the American Arbitration Association in Washington, D.C. in accordance with the AAA Rules. (i) The Arbitrator shall be instructed and obligated to decide, within thirty (30) days after appointment, whether the appraisal submitted by Franchisor or the appraisal submitted by Owner most accurately reflects the fair market value of the Hotel based upon the appraisals submitted and such information as is normally relied upon by an appraiser of hotels and real estate. Each party agrees to fully cooperate and provide all information requested by the Arbitrator related to the Arbitrator’s determination of fair market value hereunder. (ii) The Arbitrator’s choice of appraisal shall be in writing, shall constitute the purchase price hereunder, and shall be final, conclusive and binding on the parties as an “award” under the AAA Rules, and may be enforced by a court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration. Franchisor (or its designee) shall have the right, at any time within thirty (30) days of being notified in writing of the decision of the Arbitrator, to either (a) purchase the Hotel premises and related property at the valuation determined by the Arbitrator, or (b) terminate this Agreement pursuant to clause (3) below.

Acquisition of Owner/Acquisition of Control of Hotel. If the proposed Transfer to a Competitor is a purchase or lease of all or a portion of the ownership interests Ownership Interests or the assets (which includes the Hotel) of Owner or an affiliate of Affiliate that directly or indirectly Controls Owner, or a merger with or into Owner or an affiliate of Affiliate that directly or indirectly Controls Owner, or the acquisition of Owner’s ownership interest Ownership Interest in this Agreement or in the Operating AgreementLease, or any sale or lease of the Hotel involving non-cash consideration, or other form of Transfer, Franchisor (or its designee) shall will have the right to purchase or lease the Hotel at the purchase or lease price pursuant to under terms consistent with such offer (other than the non-cash nature of the consideration and any provision relating to the Brand of the Hotel) as agreed to by the parties. If the parties are unable to agree as to purchase or lease price and terms within fifteen fourteen (1514) days of Franchisor’s election, the purchase or lease price of the Hotel shall will be determined as follows. Franchisor and Owner each shall, at its own expense and within provided below. (a) Within thirty (30) days thereafterafter the fourteen (14) day period in this Section 5.A(2) expires, obtain Franchisor and Owner will each obtain, at its own expense, an appraisal of the fair market value of the Hotel from a nationally recognized appraiser of Hotel properties comparable to such the Hotel. In determining the fair market value, the appraisers shall be instructed to will assume that the Hotel is not subject to a management agreement but is subject to the existing Franchise Agreement. If, after receiving the such appraisals, the parties agree on the fair market value of the Hotel, such agreed fair market value shall will constitute the purchase or lease price hereunder. price. (b) If, within fourteen (14) days after receiving such appraisals, the appraisals the parties are not able within ten (10) days to agree on such fair market value, the purchase or lease price shall will be determined by “baseball arbitration” in Washington, D.C. in accordance with the Arbitration Rules for the Real Estate Industry of the American Arbitration Association then in effect (“AAA Rules”) as modified by this Agreement. The parties shall will jointly select a third party to act as the sole arbitrator (the “Arbitrator”) to determine the fair market value of the Hotel, and such Arbitrator shall will be a person having at least ten (10) years’ recent professional experience as to the subject matter in question and shall will be qualified to act as an Arbitrator in accordance with the AAA Rules. If the parties do not agree on an Arbitrator with such qualifications within fifteen (15) days after the expiration of such ten fourteen (1014) day period referred to above, the Arbitrator shall will be appointed by the American Arbitration Association in Washington, D.C. in accordance with the AAA Rules. (ic) The Arbitrator shall will be instructed and obligated to decide, within thirty (30) days after appointment, whether the appraisal submitted by Franchisor or the appraisal submitted by Owner most more accurately reflects the fair market value of the Hotel based upon the appraisals submitted and such information as is normally relied upon by an appraiser of hotels and real estate. Each party agrees to fully cooperate and provide all information requested by the Arbitrator related to the Arbitrator’s determination of fair market value hereunder. (ii) of the Hotel. The Arbitrator’s choice of appraisal shall will be in writing, shall will constitute the purchase price hereunder, and shall will be final, conclusive and binding on the parties as an “award” under the AAA Rules, and may be enforced by a court of competent jurisdiction. The expenses of the arbitration shall will be borne equally by the parties to the arbitration. Franchisor (or its designee) shall will have the right, at any time within thirty (30) days of being notified in writing of the decision of the Arbitrator, to either (a) enter into an agreement to purchase the Hotel premises and related property at the valuation determined by the Arbitrator, or (b) give notice of its intent to terminate this Agreement pursuant to clause Section 5.A(3) of this Agreement within fourteen (314) belowdays of such notice. If Franchisor elects to give notice of its intent to terminate this Agreement within fourteen (14) days of such notice, upon receipt of Franchisor’s election to terminate, Owner and Franchisee will be obligated, jointly and severally, to either: (i) cancel the Transfer to a Competitor on or before the end of such fourteen (14) days or (ii) remove the Hotel from the System, pay liquidated damages, and otherwise comply with the post-termination obligations, in each case, as set forth in Section 9.B of this Agreement and Sections 19.3 and 20 of the Franchise Agreement or, at Franchisor’s election, as may be set forth in a termination agreement on terms acceptable to Franchisor.

Acquisition of Owner/Acquisition of Control of Hotel. If the proposed Transfer is a purchase or lease of all or a portion of the ownership interests or the assets (which includes the Hotel) of Owner or an affiliate of Owner, or a merger with or into Owner or an affiliate of Owner, or the acquisition of Owner’s ownership interest in this Agreement or in the Operating Agreement, or any sale or lease of the Hotel involving non-cash consideration, or other form of Transfer, . Franchisor (or its designee) shall have the right to purchase or lease the Hotel at the purchase or lease price pursuant to terms consistent with such offer (other than the non-cash nature of the consideration and any provision relating to the Brand of the Hotel) as agreed to by the parties. If the parties are unable to agree as to purchase or lease price and terms within fifteen (15) days of Franchisor’s election, the purchase or lease price of the Hotel shall be determined as follows. Franchisor and Owner each shall, at its own expense and within thirty (30) days thereafter, obtain an appraisal of the fair market value of the Hotel from a nationally recognized appraiser of Hotel properties comparable to such Hotel. In determining the fair market value, the appraisers shall be instructed to assume that the Hotel is not subject to a management agreement but is subject to the existing Franchise Agreement. If, after receiving the appraisals, the parties agree on the fair market value of the Hotel, such agreed fair market value shall constitute the purchase or lease price hereunder. If, after receiving such appraisals, the parties are not able within ten (10) days to agree on such fair market value, the purchase or lease price shall be determined by “baseball arbitration” in Washington, D.C. in accordance with the Arbitration Rules for the Real Estate Industry of the American Arbitration Association then in effect (“AAA Rules”) as modified by this Agreement. The parties shall jointly select a third party to act as the sole arbitrator (the “Arbitrator”) to determine the fair market value of the Hotel, and such Arbitrator shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question and shall be qualified to act as an Arbitrator in accordance with the AAA Rules. If the parties do not agree on an Arbitrator with such qualifications within fifteen (15) days after the expiration of such ten (10) day period referred to above, the Arbitrator shall be appointed by the American Arbitration Association in Washington, D.C. in accordance with the AAA Rules. (i) The Arbitrator shall be instructed and obligated to decide, within thirty (30) days after appointment, whether the appraisal submitted by Franchisor or the appraisal submitted by Owner most accurately reflects the fair market value of the Hotel based upon the appraisals submitted and such information as is normally relied upon by an appraiser of hotels and real estate. Each party agrees to fully cooperate and provide all information requested by the Arbitrator related to the Arbitrator’s determination of fair market value hereunder. (ii) The Arbitrator’s choice of appraisal shall be in writing, shall constitute the purchase price hereunder, . and shall be final, conclusive and binding on the parties as an “award” under the AAA Rules, Rules and may be enforced by a court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration. Franchisor (or its designee) shall have the right, at any time within thirty (30) days of being notified in writing of the decision of the Arbitrator, to either (a) purchase the Hotel premises and related property at the valuation determined by the Arbitrator, or (b) terminate this Agreement pursuant to clause (3) below.

Acquisition of Owner/Acquisition of Control of Hotel. If the proposed Transfer is a purchase or lease of all or a portion of the ownership interests Ownership Interests or the assets (which includes the Hotel) of Owner or an affiliate Affiliate of Owner, or a merger with or into Owner or an affiliate Affiliate of Owner, or the acquisition of Owner’s ownership interest Ownership Interest in this Agreement or in the Operating AgreementLease, or any sale or lease of the Hotel involving non-cash consideration, or other form of Transfer, Franchisor (or its designee) shall will have the right to purchase or lease the Hotel at the purchase or lease price pursuant to under terms consistent with such offer (other than the non-cash nature of the consideration and any provision relating to the Brand of the Hotel) as agreed to by the parties. If the parties are unable to agree as to purchase or lease price and terms within fifteen fourteen (1514) days of Franchisor’s election, the purchase or lease price of the Hotel shall will be determined as follows. Franchisor and Owner each shall, at its own expense and within provided below. (a) Within thirty (30) days thereafterafter the fourteen (14) day period in this Section 5.A.(2) expires, obtain Franchisor and Owner will each obtain, at its own expense, an appraisal of the fair market value of the Hotel from a nationally recognized appraiser of Hotel properties comparable to such the Hotel. In determining the fair market value, the appraisers shall be instructed to will assume that the Hotel is not subject to a management agreement but is subject to the existing Franchise Agreement. If, after receiving the such appraisals, the parties agree on the fair market value of the Hotel, such agreed fair market value shall will constitute the purchase or lease price hereunder. price. (b) If, within fourteen (14) days after receiving such appraisals, the appraisals the parties are not able within ten (10) days to agree on such fair market value, the purchase or lease price shall will be determined by “baseball arbitration” in Washington, D.C. in accordance with the Arbitration Rules for the Real Estate Industry of the American Arbitration Association then in effect (“AAA Rules”) as modified by this Agreement. The parties shall will jointly select a third party to act as the sole arbitrator (the “Arbitrator”) to determine the fair market value of the Hotel, and such Arbitrator shall will be a person having at least ten (10) years’ recent professional experience as to the subject matter in question and shall will be qualified to act as an Arbitrator in accordance with the AAA Rules. If the parties do not agree on an Arbitrator with such qualifications within fifteen (15) days after the expiration of such ten fourteen (1014) day period referred to above, the Arbitrator shall will be appointed by the American Arbitration Association in Washington, D.C. in accordance with the AAA Rules. (ic) The Arbitrator shall will be instructed and obligated to decide, within thirty (30) days after appointment, whether the appraisal submitted by Franchisor or the appraisal submitted by Owner most more accurately reflects the fair market value of the Hotel based upon the appraisals submitted and such information as is normally relied upon by an appraiser of hotels and real estate. Each party agrees to fully cooperate and provide all information requested by the Arbitrator related to the Arbitrator’s determination of the fair market value hereunder. (ii) of the Hotel. The Arbitrator’s choice of appraisal shall will be in writing, shall will constitute the purchase price hereunder, and shall will be final, conclusive and binding on the parties as an “award” under the AAA Rules, and may be enforced by a court of competent jurisdiction. The expenses of the arbitration shall will be borne equally by the parties to the arbitration. Franchisor (or its designee) shall will have the right, at any time within thirty (30) days of being notified in writing of the decision of the Arbitrator, to either (a) purchase the Hotel premises and related property at the valuation determined by the Arbitrator, or (b) terminate this Agreement pursuant to clause (3) below.