Common use of Actions To Be Taken on Termination Clause in Contracts

Actions To Be Taken on Termination. Upon termination of this Agreement for any reason, the parties covenant and agree to comply with the provisions of this Section 4.5, which shall expressly survive termination of this Agreement. The provisions set forth in this Section 4.5 shall not be deemed to impair the rights of the nondefaulting party to pursue any other remedies available under applicable law. 4.5.1 Except in connection with a termination of this Agreement based upon an Event of Default by Westin, any and all reasonably and actually incurred out of pocket expenses arising as a result of such termination or as a result of the cessation of Resort operations shall be for the sole account of Owner, and Owner shall reimburse Westin within thirty (30) days after receipt of any invoice or invoices from Westin, for any reasonably and actually incurred expenses, including those arising from or in connection with the termination of those Resort Personnel employed by Westin with severance benefits calculated according to Westin’s policies applicable to employees of Westin and according to Westin’s policies applicable generally to employees of Westin Managed Hotels, reasonably and actually incurred by Westin in the course of effecting the termination of this Agreement or the cessation of Resort operations; provided that such terminated Resort Personnel are not otherwise employed by Westin or an Affiliate of Westin. 4.5.2 Within thirty (30) days after termination, Owner shall pay Westin the then-unpaid portion of the Marketing Fee for the balance of the Operating Year in which the termination occurs (except in connection with a termination of this Agreement based upon an Event of Default by Westin, in which event only the portion of the Marketing Fee accrued through the date of termination shall be payable), and all then-unpaid Management Fees (including any accrued but unpaid portion of the Base Fee) and Central Reservations Fees accrued through the date of termination and all outstanding unpaid Reimbursable Expenses due Westin under the terms of this Agreement. Owner shall not have or exercise any rights of setoff with respect to such payment or payments. 4.5.3 Westin shall peacefully vacate and surrender the Resort to Owner promptly upon Owner’s written request that Westin do so. 4.5.4 Westin shall purchase from Owner in cash, at the cost paid by the Resort for such supplies, all unbroken cases of hotel equipment and operating supplies bearing only the identification of Westin then on hand at the Resort or ordered or purchased. 4.5.5 Westin shall assign and transfer to Owner: (a) all books and records respecting the Resort and all contracts, leases, and other documents respecting the Resort that are not Westin’s proprietary information and are in the custody and control of Westin, including, without limitation, those provided for in Section 2.5; and (b) all of Westin’s right, title and interest in and to all liquor, restaurant and any other licenses and permits, if any, used by Westin in the operation of the Resort, to the extent such assignment or transfer is permitted under Florida law; provided, however, that if Westin has expended any of its own funds in the acquisition of licenses or permits, Owner shall reimburse Westin therefor to the extent such licenses are transferable and such amounts have not been previously reimbursed. 4.5.6 Owner shall honor all business confirmed for the Resort with reservation dates after the termination. Westin shall take no action to divert or frustrate the confirmed business at the Resort; provided, however, that the mere notice that the Resort is no longer a Westin Managed Hotel will not, in and of itself, be deemed to divert or frustrate such confirmed business. 4.5.7 Owner shall immediately take all steps reasonably requested by Westin to disassociate the Resort and Owner from the Westin Trademarks and shall in any event delete all Westin Trademarks from the Resort name and cease to use all FF&E and Operating Supplies bearing any of the Westin Trademarks within a reasonable period of time after the termination at Owner’s cost and expense. If Owner fails to remove Trademark-bearing Resort signage within a reasonable period of time after the termination, Westin has the right to remove and retain all such interior or exterior signage and, unless the termination was due to an Event of Default by Westin, Westin’s removal of such signage shall be without any liability to Owner for the cost to restore or repair the Resort premises or equipment for damages resulting therefrom. Westin shall have the right to remove from the Resort within a reasonable period of time after the termination all Westin operations manuals, policy statements and the like, any other proprietary information of Westin, and all other written materials bearing the Westin Trademarks. Owner shall not copy, reproduce, or retain any of these materials. 4.5.8 As of the effective date of the termination, Westin shall remove all Westin Software from the Resort and shall disconnect the Resort from Westin’s reservations systems and their related software applications. Westin shall provide reasonable assistance to Owner in facilitating the orderly transfer of Owner’s records and data contained in Westin Software. To the extent necessary to facilitate the orderly transfer of Owner’s records and data and to the extent permitted by the terms of licenses with software producers. Owner and Westin shall execute a software license agreement substantially in the form attached to Exhibit C to provide for the use by Owner of appropriate Westin Software (excluding, in any event, the reservations system) for a reasonable period of time (to be mutually agreed to by the parties) following the effective date of the termination; provided, however, Owner’s payment obligations thereof shall be on a most-favored nations basis. 4.5.9 As of the effective date of termination, there shall be an apportionment of any prepaid insurance premiums in respect of insurance policies obtained by Westin under Sections 5.1 and 5.3 which Owner may in its sole discretion elect to retain.

Actions To Be Taken on Termination. Upon termination of this Agreement Contract for any reason, the parties covenant and agree following shall be applicable (in addition, in case of a termination pursuant to comply with the provisions of this Section 4.54.2, which shall expressly survive termination of this Agreement. The provisions set forth in this Section 4.5 shall not be deemed 4.3 or 4.4, to impair the rights of the nondefaulting party non-defaulting Party to pursue any all other remedies available to it under applicable law.): 4.5.1 Except in connection with In the event of a termination of this Agreement based upon Contract (but not an Event expiration of Default the Operating Term by Westin, lapse of time) any and all reasonably and actually incurred out of pocket expenses arising as a result of such termination or as a result of the cessation of Resort Hotel operations or services by Manager (including expenses arising under this Section 4.5) shall be for the sole account of Owner, if such termination is for any reason other than [***] under this Contract and Owner shall reimburse Westin within thirty (30) days after Manager immediately on receipt of any invoice or invoices from Westin, Manager for any reasonably and actually incurred expenses, including those arising from or in connection with the termination of those Resort Personnel employed by Westin with severance benefits calculated according to Westin’s policies applicable to employees of Westin and according to Westin’s policies applicable generally to employees of Westin Managed Hotels, reasonably and actually incurred by Westin Manager in the course of effecting the termination of this Agreement Contract or the cessation of Resort operations; provided that such terminated Resort Personnel are not otherwise employed Hotel operations or services by Westin or an Affiliate of WestinManager. 4.5.2 Within thirty (30) days after terminationUpon termination of this Contract, Owner shall pay Westin the then-unpaid portion of the Marketing Fee for the balance of the Operating Year in which the termination occurs (except in connection with a termination of this Agreement based upon an Event of Default by WestinManager all Management Fees, in which event only the portion of the Marketing Fee accrued through the date of termination shall be payable)Centralized Services Charges, and all then-unpaid Management Fees (including any accrued but unpaid portion of the Base Fee) and Central Reservations Fees accrued through the date of termination and all outstanding unpaid Reimbursable Expenses and other amounts due Westin Manager under the terms of this AgreementContract through the termination date. This obligation is unconditional and shall survive the termination of this Contract (including all amounts owed to Manager that are not fully ascertainable as of the termination date), and Owner shall not have or exercise any rights of setoff with respect setoff, except to such payment or paymentsthe extent of any outstanding and undisputed payments owed to Owner by Manager under this Contract. 4.5.3 Westin Manager shall peacefully vacate and surrender the Resort Hotel to Owner promptly upon Owner’s written request that Westin do soon the effective date of such termination and shall reasonably cooperate with Owner with respect to the transition of management functions to a successor manager. 4.5.4 Westin shall Manager may purchase from Owner in cashOwner, at the cost paid by the Resort for such suppliesa purchase price equal to fair market value, but not exceeding cost, all unbroken cases of hotel equipment and operating supplies bearing only the identification of Westin Manager or the Brand Name then on hand at the Resort Hotel or ordered or purchased. 4.5.5 Westin Owner shall assign and transfer to Owner: (a) all books and records respecting the Resort and all contracts, leaseshonor, and other documents respecting shall cause any successor Manager to honor, all business confirmed for the Resort that are not Westin’s proprietary information and are in the custody and control of Westin, Hotel with reservations (including, without limitation, those provided reservations made in good faith by Manager for discounted rooms pursuant to the Employee Room Program, Frequency Program, or pursuant to Manager's other promotional programs) dated after the effective date of the termination in Section 2.5; and (b) all accordance with the terms of Westin’s rightsuch bookings as accepted by Manager including, title and interest in and to all liquorwithout limitation, restaurant and any other licenses and permitsManager's obligations, if any, used under this Contract, to compensate Owner for the use of such rooms made pursuant to the preceding parenthetical in this sentence. Upon termination of this Contract for any reason, Manager shall provide Owner with a copy of the Hotel Guest Information. Owner will assume and fully indemnify Manager with respect to any advance deposits received by Westin in Confidential information redacted and filed separately with the Commission Manager on behalf of the Hotel and delivered to Owner. In addition, upon the expiration or termination of this Contract, all of the books of account and financial records which are the property of Owner shall be turned over forthwith to Owner so as to ensure the orderly continuance of the operation of the ResortHotel, but all of such information shall be retained by Owner and made available to Manager at the Hotel (or, following a sale of the Hotel by Owner, at another location in a major metropolitan area of the United States reasonably designated by Owner), at all reasonable times, for inspection, audit, examination and copying (at Manager's expense) for at least five (5) years subsequent to the date of such expiration or termination. 4.5.6 Manager shall to the extent permitted by law or the applicable agreement assign to Owner or if directed by Owner, a successor manager, Manager's interest (if any) in, and Owner or such assignment or transfer is permitted under Florida law; providedsuccessor manager shall have the continuing responsibility for all obligations and liabilities relating to, howeverany and all Approvals, that if Westin has expended any of its own funds in the acquisition of contracts (including, without limitation, collective bargaining agreements and pension plans, leases, licenses or permitsconcession agreements and maintenance and service contracts) in effect with respect to the Hotel as of the date of termination of this Contract, and Owner shall reimburse Westin therefor to confirm its or the extent such licenses are transferable and such amounts have not been previously reimbursed. 4.5.6 Owner shall honor all business confirmed for the Resort with reservation dates after the termination. Westin shall take no action to divert or frustrate the confirmed business at the Resort; provided, however, that the mere notice that the Resort is no longer a Westin Managed Hotel will not, successor manager's obligations in and of itself, be deemed to divert or frustrate such confirmed businesswriting if requested by Manager. 4.5.7 Neither Owner, nor any person acting on behalf of Owner, shall directly or indirectly hold itself or the Hotel out to the public as being or remaining (or otherwise associated with) a Manager hotel or resort. Owner shall immediately take all steps reasonably requested by Westin Manager to disassociate the Resort Hotel and Owner from the Westin Trademarks (including immediately modifying or covering all Trademark-bearing signage until such signs can be removed), and shall in any event delete all Westin Trademarks from the Resort Hotel name and cease to use all FF&E and Operating Supplies operating supplies bearing any of the Westin Trademarks within a reasonable period on the effective date of time after the termination at Owner’s cost and expensetermination. If Owner fails to remove Trademark-bearing Resort Hotel signage within a reasonable period not later than 14 days following the effective date of time after the termination, Westin has Manager shall have the right right, at Owner's expense, to remove and retain all such interior or and exterior signage and, unless the termination was due to an Event of Default by Westin, Westin’s removal of such signage shall be without any liability to Owner for the cost to restore or repair the Resort Hotel premises or equipment for damages damage resulting therefrom. Westin Owner shall cease using and Manager shall have the right to remove from the Resort within a reasonable period Hotel, on or before the effective date of time after the termination termination, all Westin operations manuals, policy statements and the like, any other proprietary information of Westin, Manager and its Affiliates and all other written materials bearing the Westin Trademarks. Under no circumstances shall Owner shall not copy, reproduce, or retain any of these materials. 4.5.8 As of the effective date of the termination, Westin Manager shall remove all Westin Proprietary Software from the Resort Hotel and shall disconnect the Resort Hotel from Westin’s the reservations systems and their related software applications. Westin Manager shall provide reasonable assistance to Owner in facilitating the orderly transfer of Owner’s 's records and data contained in Westin Proprietary Software. To the extent necessary Manager's Corporate Personnel are needed to facilitate provide technical assistance to effectuate such transfer, Owner shall reimburse Manager for any reasonable costs and expenses associated therewith. To the orderly transfer extent Manager has leased any computer equipment or telephone equipment for use at the Hotel in accordance with the provisions of Owner’s records and data and this Contract pursuant to chain-wide programs for the acquisition or leasing thereof, Owner shall have the right, at its option, either to request that any such lease be transferred to Owner (to the extent permitted the same are transferable without the consent of third parties) or that Manager seek to buy out the equipment covered by the terms of licenses with software producers. Owner and Westin shall execute a software license agreement substantially in the form attached to Exhibit C to provide for the use by Owner of appropriate Westin Software (excluding, in any eventsuch lease, the reservations system) for a reasonable period cost of which shall be borne solely by Owner. Any such lease transfer or buy-out shall be subject to the consent or approval of the third party owners of such equipment. If not assignable or if the same cannot be bought out, Manager shall remove all such equipment from the Hotel at any time (to be mutually agreed to by the parties) following on or after the effective date of the termination; providedtermination of this Contract, however, Owner’s payment obligations thereof shall be on a most-favored nations basisbut in no event later than fourteen (14) days thereafter. 4.5.9 As of the effective date of termination, there shall be an apportionment of any prepaid insurance premiums in respect of insurance policies obtained by Westin under Sections 5.1 and 5.3 which Owner may in its sole discretion elect to retain.

Actions To Be Taken on Termination. Upon termination of this Agreement for any reason, the parties covenant and agree following shall be applicable (in addition, in case of a termination pursuant to comply with the provisions of this Section 4.58.01 or 8.02, which shall expressly survive termination of this Agreement. The provisions set forth in this Section 4.5 shall not be deemed to impair the rights of the nondefaulting non-defaulting party to pursue any other remedies available provided under applicable law.this Agreement): 4.5.1 Except in connection with a termination of this Agreement based upon an Event of Default by Westin, any (a) Any and all reasonably and actually incurred out of pocket expenses arising as a result of such termination or as a result of the cessation of Resort Hotel operations (including expenses arising under this Section 8.09) shall be for the sole account of Owner, and Owner shall reimburse Westin within thirty (30) days after Manager immediately on receipt of any invoice or invoices from Westin, Manager for any reasonably and actually incurred expenses, including those arising from or in connection with severing the termination employment of those Resort Hotel Personnel employed by Westin (with severance benefits calculated according to Westin’s policies applicable to employees of Westin and according to Westin’s policies applicable generally to employees of Westin Managed Hotels, reasonably and actually ) incurred by Westin Manager in the course of effecting the termination of this Agreement or the cessation of Resort Hotel operations; provided that such terminated Resort Personnel are not otherwise employed by Westin or an Affiliate of Westin.. Embassy Suites __________ Management Agreement 4.5.2 (b) Within thirty fifteen (3015) days after termination, Owner shall pay Westin the then-unpaid portion of the Marketing Fee for the balance of the Operating Year in which the termination occurs (except in connection with a termination of this Agreement based upon an Event of Default by WestinManager all Management Fees, in which event only the portion of the Marketing Fee accrued through the date of termination shall be payable), reimbursable expenses and all then-unpaid Management Fees (including any accrued but unpaid portion of the Base Fee) and Central Reservations Fees accrued through the date of termination and all outstanding unpaid Reimbursable Expenses other amounts due Westin Manager under the terms of this Agreement through the termination date. This obligation is unconditional and shall survive the termination of this Agreement. , and Owner shall not have or exercise any rights of setoff with respect setoff, except to such payment or paymentsthe extent of any outstanding and undisputed payments owed to Owner by Manager under this Agreement. In addition, Manager shall have the right to pay itself the foregoing Management Fees, reimbursable expenses and other amounts due Manager under the terms of this Agreement out of any available funds in the Hotel Accounts. 4.5.3 Westin (c) Manager shall peacefully vacate and surrender the Resort Hotel to Owner promptly upon Owner’s written request that Westin do soon the effective date of such termination. 4.5.4 Westin shall purchase from Owner in cash, at the cost paid by the Resort for such supplies, all unbroken cases of hotel equipment and operating supplies bearing only the identification of Westin then on hand at the Resort or ordered or purchased. 4.5.5 Westin (d) Manager shall assign and transfer to Owner: (ai) all of Owner's books and records respecting the Resort and all records, contracts, leases, leases and other documents respecting the Resort Hotel that are not Westin’s Manager's proprietary information and are in the custody and control of WestinManager, including, without limitation, including those provided for in Section 2.57.04 (but subject to Manager's rights under the last sentence of Section 7.04); and (bii) all of Westin’s Manager's right, title and interest in and to all liquor, restaurant and any other licenses and permits, if any, used held by Westin Manager in connection with the operation of the Resort, Hotel; but only to the extent such assignment or transfer is permitted under Florida lawthe law of the state in which the Hotel is located; provided, however, that if Westin Manager has expended any of its own funds in the acquisition of licenses or permits, Owner shall reimburse Westin therefor to the extent such licenses are transferable and such amounts have not been previously reimbursedManager therefor. 4.5.6 (e) Owner shall honor all business confirmed for the Resort Hotel with reservation reservations dates after the effective date of termination. Westin shall take no action to divert or frustrate the confirmed business at the Resort; provided, however, that the mere notice that the Resort is no longer a Westin Managed Hotel will not, in and of itself, be deemed to divert or frustrate such confirmed business. 4.5.7 (f) Manager shall assign to Owner its interest (if any) in, and Owner shall immediately take confirm in writing its continuing responsibility for, all steps reasonably requested by Westin obligations and liabilities relating to, any and all contracts (including collective bargaining agreements and pension plans, leases, licenses or concession agreements and maintenance and service contracts) in effect with respect to disassociate the Resort and Owner from the Westin Trademarks and shall in any event delete all Westin Trademarks from the Resort name and cease to use all FF&E and Operating Supplies bearing any Hotel as of the Westin Trademarks within a reasonable period date of time after the termination at Owner’s cost and expense. If Owner fails to remove Trademark-bearing Resort signage within a reasonable period of time after the termination, Westin has the right to remove and retain all such interior or exterior signage and, unless the termination was due to an Event of Default by Westin, Westin’s removal of such signage shall be without any liability to Owner for the cost to restore or repair the Resort premises or equipment for damages resulting therefrom. Westin this Agreement. (g) Manager shall have the right to remove from the Resort within a reasonable period Hotel, on or before the effective date of time after termination, the termination all Westin operations manuals, policy statements and the like, any other proprietary information of Westin, and all other written materials bearing the Westin TrademarksIntellectual Property. Under no circumstances shall Owner shall not copy, reproduce, reproduce or retain any of these materials. 4.5.8 (h) As of the effective date of the termination, Westin Manager shall remove all Westin the Manager Software from the Resort Hotel and shall disconnect the Resort Hotel from Westin’s reservations systems and their the related software applications. Westin Manager shall provide reasonable assistance to Owner in facilitating Embassy Suites __________ Management Agreement the orderly transfer of Owner’s 's records and data contained in Westin the Manager Software. To the extent necessary to facilitate the orderly transfer of Owner’s 's records and data data, and to the extent permitted by the terms of licenses with software producers. , Owner and Westin Manager shall execute a Manager's current form of software license agreement substantially in the form attached to Exhibit C to provide for the use by Owner of appropriate Westin Manager Software (excluding, in any event, the reservations system) for a reasonable period of time (to be mutually agreed to by the partiesOwner and Manager) following the effective date of the termination; provided, however, Owner’s payment obligations thereof shall be on a most-favored nations basis. 4.5.9 As of the effective date of termination, there shall be an apportionment of any prepaid insurance premiums in respect of insurance policies obtained by Westin under Sections 5.1 and 5.3 which Owner may in its sole discretion elect to retain.

Actions To Be Taken on Termination. Upon termination of this Agreement for any reason, the parties covenant and agree to comply with the provisions of this Section 4.5, which shall expressly survive termination of this Agreement. The provisions set forth in this Section 4.5 shall not be deemed to impair the rights of the nondefaulting party to pursue any other remedies available under applicable law.: 4.5.1 Except in connection with a termination of this Agreement based upon an Event of Default by Westin, any (a) Any and all reasonably and actually incurred out of pocket expenses arising as a result of such termination or as a result of the cessation of Resort Hotel operations (including expenses arising under this Section 10.07) actually and reasonably incurred by Manager shall be for the sole account of Owner, and Owner shall reimburse Westin within thirty (30) days after Manager immediately on receipt of Double Tree Resort by Hiltxx Xxxxxx Xxxch Oceanfront - MA any invoice or invoices from Westin, Manager for any reasonably and actually incurred expenses, including those arising from expenses (provided the foregoing shall not constitute a waiver by Owner of any damages or in connection with the termination any liability of those Resort Personnel employed by Westin with severance benefits calculated according to Westin’s policies applicable to employees Manager as a result of Westin and according to Westin’s policies applicable generally to employees any Manager Event of Westin Managed Hotels, reasonably and actually incurred by Westin in the course of effecting the termination of this Agreement or the cessation of Resort operations; provided that such terminated Resort Personnel are not otherwise employed by Westin or an Affiliate of WestinDefault). 4.5.2 (b) Within thirty (30) fifteen days after termination, Owner shall pay Westin the then-unpaid portion of the Marketing Fee for the balance of the Operating Year in which the termination occurs (except in connection with a termination of this Agreement based upon an Event of Default by WestinManager all Management Fees, in which event only the portion of the Marketing Fee accrued through the date of termination shall be payable), reimbursable expenses and all then-unpaid Management Fees (including any accrued but unpaid portion of the Base Fee) and Central Reservations Fees accrued through the date of termination and all outstanding unpaid Reimbursable Expenses other amounts due Westin Manager under the terms of this Agreement through the termination date. This obligation is unconditional and survives the termination of this Agreement. Owner shall not have or exercise In addition, Manager has the right to pay itself the foregoing Management Fees, reimbursable expenses and other amounts due Manager under the terms of this Agreement out of any rights of setoff with respect to such payment or paymentsavailable funds in the Hotel Accounts. 4.5.3 Westin (c) Manager shall peacefully vacate and surrender the Resort Hotel to Owner promptly upon Owner’s written request that Westin do soon the effective date of such termination. 4.5.4 Westin shall purchase from Owner in cash, at the cost paid by the Resort for such supplies, all unbroken cases of hotel equipment and operating supplies bearing only the identification of Westin then on hand at the Resort or ordered or purchased. 4.5.5 Westin (d) Manager shall assign and transfer to Owner: (ai) all books and records respecting the Resort and all contractsmaintained under Section 5.05 that do not constitute Manager's proprietary information, leases, and other documents respecting the Resort that are not Westin’s proprietary information and are in the custody form of paper files maintained at the Hotel and control of Westin, including, without limitation, those provided for in Section 2.5electronic Hotel termination reports; and (bii) all of Westin’s Manager's right, title and interest in and to all liquor, restaurant and any other licenses and permits, if any, used held by Westin Manager in connection with the operation of the Resort, Hotel; but only to the extent such assignment or transfer is permitted under Florida law; provided, however, that if Westin the law of the state in which the Hotel is located. If Manager has expended any of its own funds in the acquisition of licenses or permits, Owner shall reimburse Westin therefor to the extent Manager for such licenses are transferable and such amounts have not been previously reimbursedexpenditure. 4.5.6 (e) Owner shall honor all business confirmed for the Resort Hotel with reservation reservations dates after the effective date of termination. Westin shall take no action to divert or frustrate the confirmed business at the Resort; provided, however, that the mere notice that the Resort is no longer a Westin Managed Hotel will not, in and of itself, be deemed to divert or frustrate such confirmed business. 4.5.7 (f) Manager shall assign to Owner its interest (if any) in, and Owner shall confirm in writing its continuing responsibility for, all obligations and liabilities relating to, any and all contracts (including collective bargaining agreements and pension plans, leases, licenses or concession agreements and maintenance and service contracts) in effect with respect to the Hotel as of the date of termination of this Agreement. (g) Owner shall immediately take all steps reasonably requested by Westin Manager to disassociate the Resort Hotel and Owner from the Westin Trademarks Manager-Owned Hotel Names, and shall in any event delete all Westin Trademarks from the Resort Hotel name and cease to use all FF&E FF&E, Operating Equipment and Operating Supplies bearing any of the Westin Trademarks Manager-Owned Hotel Names within a reasonable period of time after the termination at Owner’s cost and expense. If Owner fails to remove Trademark-bearing Resort signage within a reasonable period of time after the termination, Westin it being understood that Owner has the right to remove use any and retain all items of Operating Equipment and Operating Supplies then on hand bearing any Manager-Owned Hotel Names, but shall not have the right to reorder any such interior or exterior signage and, unless the termination was due to an Event of Default by Westin, Westin’s removal of such signage shall be without any liability to Owner for the cost to restore or repair the Resort premises or equipment for damages resulting therefromitems. Westin shall have Manager has the right to remove from the Resort within a reasonable period Hotel, on or before the effective date of time after termination, the termination all Westin operations manuals, policy statements and the like, any other proprietary information of Westin, Intellectual Property and all other written materials bearing the Westin Trademarks. Owner shall not copy, reproduce, or retain any of these materials. 4.5.8 As of the effective date of the termination, Westin shall remove all Westin Software from the Manager-Owned Hotel Double Tree Resort and shall disconnect the Resort from Westin’s reservations systems and their related software applications. Westin shall provide reasonable assistance to Owner in facilitating the orderly transfer of Owner’s records and data contained in Westin Software. To the extent necessary to facilitate the orderly transfer of Owner’s records and data and to the extent permitted by the terms of licenses with software producers. Owner and Westin shall execute a software license agreement substantially in the form attached to Exhibit C to provide for the use by Owner of appropriate Westin Software (excluding, in any event, the reservations system) for a reasonable period of time (to be mutually agreed to by the parties) following the effective date of the termination; provided, however, Owner’s payment obligations thereof shall be on a most-favored nations basis. 4.5.9 As of the effective date of termination, there shall be an apportionment of any prepaid insurance premiums in respect of insurance policies obtained by Westin under Sections 5.1 and 5.3 which Owner may in its sole discretion elect to retain.Hiltxx Xxxxxx Xxxch Oceanfront - MA