Advised Entity Transfer. As a condition precedent to an Advised Entity Transfer, Borrower shall provide Lender with at least thirty (30) days prior written notice and comply with the provisions of Section 7.4(a), (k) and (l) hereof and the applicable Publicly Traded Company or public or private REIT (or its operating partnership, provided such operating partnership directly owns substantially all of the assets of such Publicly Traded Company or public or private REIT, as applicable) shall assume the obligations of Guarantor (the “Advised Entity Guarantor”) under the Loan Documents, and Guarantor shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of the closing date of the Advised Entity Transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the closing date of the Advised Entity Transfer, whether or not discovered prior or subsequent to the closing date of the Advised Entity Transfer.
Appears in 8 contracts
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Advised Entity Transfer. As a condition precedent to an Advised Entity Transfer, Borrower shall provide Lender with at least thirty (30) days prior written notice and comply with the provisions of Section 7.4(a), (kj) and (lk) hereof and the applicable Publicly Traded Company or public or private REIT (or its operating partnership, provided such operating partnership directly owns substantially all of the assets of such Publicly Traded Company or public or private REIT, as applicable) shall assume the obligations of Guarantor (the “Advised Entity Guarantor”) under the Loan Documents, and Guarantor shall be relieved of all liability under the Loan Documents for acts, events, conditions, or circumstances occurring or arising after the date of the closing date of the Advised Entity Transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the closing date of the Advised Entity Transfer, whether or not discovered prior or subsequent to the closing date of the Advised Entity Transfer.
Appears in 6 contracts
Samples: Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc)
Advised Entity Transfer. As a condition precedent to an Advised Entity Transfer, Borrower shall provide Lender with at least thirty (30) days prior written notice and comply with the provisions of Section 7.4(a), (k) and (l) hereof and the applicable Publicly Traded Company or public or private REIT (or its operating partnership, provided such operating partnership directly owns substantially all of the assets of such Publicly Traded Company or public or private REIT, as applicable) shall assume the obligations of Guarantor (the “Advised Entity Guarantor”) under the Loan Documents, and Guarantor shall be relieved of all liability under the Loan Documents for acts, events, conditions, 104 or circumstances occurring or arising after the date of the closing date of the Advised Entity Transfer, except to the extent that such acts, events, conditions, or circumstances are the proximate result of acts, events, conditions, or circumstances that existed prior to the closing date of the Advised Entity Transfer, whether or not discovered prior or subsequent to the closing date of the Advised Entity Transfer.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)