Common use of Actions to be Taken Upon Termination Clause in Contracts

Actions to be Taken Upon Termination. Upon a Termination of this Agreement with respect to one or more of the Hotels, the following shall be applicable: (a) Manager shall, within forty-five (45) days after Termination of this Agreement, prepare and deliver to Lessee a final accounting statement with respect to such Hotels, in form and substance consistent with the statements provided pursuant to Section 15.2, along with a statement of any sums due from Lessee to Manager pursuant hereto, dated as of the date of Termination. Within thirty (30) days after the receipt by Lessee of such final accounting statement, the parties will make whatever cash adjustments are necessary pursuant to such final statement. The cost of preparing such final accounting statement shall be a Deduction. Manager and Lessee acknowledge that there may be certain adjustments for which the necessary information will not be available at the time of such final accounting, and the parties agree to readjust such amounts and make the necessary cash adjustments when such information becomes available. (b) As of the date of the final accounting referred to in subsection (a) above, Manager shall release and transfer to Lessee any of Lessee’s funds which are held or controlled by Manager with respect to such Hotels, with the exception of funds to be held in escrow pursuant to Section 9.5 and Section 12.7. During the period between the date of Termination and the date of such final accounting, Manager shall pay (or reserve against) all Deductions which accrued (but were not paid) prior to the date of Termination, using for such purpose any Gross Revenues which accrued prior to the date of Termination. (c) Manager shall make available to Lessee such books and records respecting such Hotels (including those from prior years, subject to Manager’s reasonable records retention policies in accordance with applicable law and legal requirements) as will be needed by Lessee to prepare the accounting statements, in accordance with the Uniform System of Accounts, for such Hotels for the year in which the Termination occurs and for any subsequent year. Such books and records shall not include: (i) employee records which must remain confidential pursuant to either Legal Requirements or confidentiality agreements, or (ii) any Intellectual Property. (d) Manager shall (to the extent permitted by Legal Requirements) assign to Lessee, or to any other manager employed by Lessee to operate and manage such Hotels, all operating licenses for such Hotels which have been issued in Manager’s name; provided that if Manager has expended any of its own funds in the acquisition of any of such licenses, Lessee shall reimburse Manager therefor if it has not done so already. (e) Lessee agrees that Hotel reservations and any and all contracts made in connection with Hotel convention, banquet or other group services made by Manager in the ordinary and normal course of business consistent with this Agreement, for dates subsequent to the date of Termination and at rates prevailing for such reservations at the time they were made, shall be honored and remain in effect after Termination of this Agreement. (f) Manager shall cooperate with the new operator of such Hotels as to effect a smooth transition and shall peacefully vacate and surrender the Hotels to Lessee. (g) Manager and Lessee agree to use best efforts to resolve any disputes amicably and promptly under this Section 2.2 to effect a smooth transition of such Hotels to Lessee and/or Lessee’s new manager.

Actions to be Taken Upon Termination. Upon a Termination of this Agreement with respect to one or more of the HotelsAgreement, the following shall be applicable: (a) A. Manager shall, within forty-five (45) days after Termination of this Agreement, prepare and deliver to Lessee a final accounting statement with respect to such the Hotels, in form and substance consistent with the statements provided pursuant to Section 15.215.02, along with a statement of any sums due from Lessee to Manager pursuant hereto, dated as of the date of Termination. Within thirty (30) days after the receipt by Lessee of such final accounting statement, the parties will make whatever cash adjustments are necessary pursuant to such final statement. The cost of preparing such final accounting statement shall be a Deduction. Manager and Lessee acknowledge that there may be certain adjustments for which the necessary information will not be available at the time of such final accounting, and the parties agree to readjust such amounts and make the necessary cash adjustments when such information becomes available. (b) B. As of the date of the final accounting referred to in subsection (a) A above, Manager shall release and transfer to Lessee any of Lessee’s funds which are held or controlled by Manager with respect to such the Hotels, with the exception of funds to be held in escrow pursuant to Section 9.5 9.05 and Section 12.712.07. During the period between the date of Termination and the date of such final accounting, Manager shall pay (or reserve against) all Deductions which accrued (but were not paid) prior to the date of Termination, using for such purpose any Gross Revenues which accrued prior to the date of Termination. (c) C. Manager shall make available to Lessee such books and records respecting such the Hotels (including those from prior years, subject to Manager’s reasonable records retention policies in accordance with applicable law and legal requirementspolicies) as will be needed by Lessee to prepare the accounting statements, in accordance with the Uniform System of Accounts, for such the Hotels for the year in which the Termination occurs and for any subsequent year. Such books and records shall not include: : (i) employee records which must remain confidential pursuant to either Legal Requirements or confidentiality agreements, or (ii) any Intellectual Property.. Hotel Master Management Agreement Ashford TRS Corporation File No. 145765 (d) D. Manager shall (to the extent permitted by Legal Requirements) assign to Lessee, or to any other manager employed by Lessee to operate and manage such the Hotels, all operating licenses for such the Hotels which have been issued in Manager’s name; provided that if Manager has expended any of its own funds in the acquisition of any of such licenses, Lessee shall reimburse Manager therefor if it has not done so already. (e) E. Lessee agrees that Hotel hotel reservations and any and all contracts made in connection with Hotel hotel convention, banquet or other group services made by Manager in the ordinary and normal course of business consistent with this Agreement, for dates subsequent to the date of Termination and at rates prevailing for such reservations at the time they were made, shall be honored and remain in effect after Termination of this Agreement. (f) F. Manager shall cooperate with the new operator of such the Hotels as to effect a smooth transition and shall peacefully vacate and surrender the Hotels to Lessee. (g) G. Manager and Lessee agree to use best efforts to resolve any disputes amicably and promptly under this Section 2.2 2.02 to effect a smooth transition of such the Hotels to Lessee and/or Lessee’s new manager.

Actions to be Taken Upon Termination. Upon a Termination of this Agreement with respect to one or more of the HotelsAgreement, the following shall be applicable: (a) A. Manager shall, within forty-five (45) days after Termination of this Agreement, prepare and deliver to Lessee a final accounting statement with respect to such the Hotels, in form and substance consistent with the statements provided pursuant to Section 15.215.02, along with a statement of any sums due from Lessee to Manager pursuant hereto, dated as of the date of Termination. Within thirty (30) days after the receipt by Lessee of such final accounting statement, the parties will make whatever cash adjustments are necessary pursuant to such final statement. The cost of preparing such final accounting statement shall be a Deduction. Manager and Lessee acknowledge that there may be certain adjustments for which the necessary information will not be available at the time of such final accounting, and the parties agree to readjust such amounts and make the necessary cash adjustments when such information becomes available. (b) B. As of the date of the final accounting referred to in subsection (a) aboveTermination, Manager shall release and transfer to Lessee any of Lessee’s funds which are held or controlled by Manager with respect to such the Hotels, with the exception of funds to be held in escrow pursuant to Section 9.5 and Section 12.7. During the period between the date of Termination and the date of such final accounting, Manager Lessee, following request by Manager, shall pay pay, within ten business (or reserve against10) days of receipt of an invoice therefor, all Deductions which accrued (but were not paid) prior to the date of Termination, using for such purpose any Gross Revenues which accrued prior to the date of Termination. (c) C. Manager shall make available to Lessee such books and records respecting such the Hotels (including those from prior years, subject to Manager’s reasonable records retention policies in accordance with applicable law and legal requirementspolicies) as will be needed by Lessee to prepare the accounting statements, in accordance with the Uniform System of Accounts, for such the Hotels for the year in which the Termination occurs and for any subsequent year. Such books and records shall not include: : (i) employee records which must remain confidential pursuant to either Legal Requirements or confidentiality agreements, or (ii) any Intellectual Property. (d) D. Manager shall (to the extent permitted by Legal Requirements) assign to Lessee, or to any other manager employed by Lessee to operate and manage such the Hotels, all operating licenses for such the Hotels which have been issued in Manager’s name; provided that if Manager has expended any of its own funds in the acquisition of any of such licenses, Lessee shall reimburse Manager therefor if it has not done so already. (e) E. Lessee agrees that Hotel hotel reservations and any and all contracts made in connection with Hotel hotel convention, banquet or other group services made by Manager in the ordinary and normal course of business consistent with this Agreement, for dates subsequent to the date of Termination and at rates prevailing for such reservations at the time they were made, shall be honored and remain in effect after Termination of this Agreement. (f) F. Manager shall cooperate with the new operator of such the Hotels as to effect a smooth transition and shall peacefully vacate and surrender the Hotels to Lessee. (g) G. Manager and Lessee agree to use best efforts to resolve any disputes amicably and promptly under this Section 2.2 2.02 to effect a smooth transition of such the Hotels to Lessee and/or Lessee’s new manager.