Common use of Assignment by Management Company and Owner Clause in Contracts

Assignment by Management Company and Owner. A. Management Company shall not assign this Agreement, or delegate any of its responsibilities hereunder, without the prior written consent of Owner; provided, however, that Management Company, shall have the right, without such consent, to assign its interest in this Agreement to any of its Affiliates, and any such Affiliate shall be deemed to be the Management Company for purposes of this Agreement. Management Company shall be relieved of all further obligations hereunder if such Affiliate has substantially similar financial resources and liquidity as Management Company and the expertise to perform the obligations of Management Company hereunder. B. Owner shall not assign this Agreement, without the prior written consent of Management Company; provided, however, that Owner may assign this Agreement upon notice to Management Company to any Affiliate of Owner but only if such Affiliate has substantially similar financial resources and liquidity as Owner and Owner has obtained any necessary Franchisor consent; and upon such assignment and assumption of this Agreement by the assignee, Owner shall be relieved of all further liability or obligation hereunder. C. Notwithstanding any provision contained in this Agreement, (i) the collateral assignment of this Agreement by Owner as security for any Mortgage securing a Qualified Loan or (ii) the transfer of this Agreement in connection with a merger or consolidation or a sale of all or substantially all of the assets of either party (provided that (x) if such transfer is by Owner, the provisions of Article XX shall be complied with, and (y) if such transfer is by Management Company, such transfer is being done as part of a merger or consolidation or a sale of all or substantially all of the business which consists of Management Company's managed hotels), is permitted without the consent of the other party. D. If either party consents to an assignment of this Agreement by the other, no further assignment shall be made without the express consent in writing of such party, unless such assignment may otherwise be made without such consent pursuant to the terms of this Agreement. E. An assignment (either voluntarily or by operation of law) by either party of its interest in this Agreement shall not relieve either party from its obligations under this Agreement which accrued prior to the date of such assignment; such assigning party shall be relieved of such obligations accruing after such date, if the assignment complies with this Article XIX and if Management Company or Owner, as the case may be, has received an assumption agreement executed by the assignee.

Assignment by Management Company and Owner. A. Management Company shall not assign this Agreement, or delegate any of its responsibilities hereunder, without the prior written consent of Owner; provided, however, that Management Company, shall have the right, without such consent, to assign its interest in this Agreement to any of its AffiliatesAffiliates qualified to perform the obligations of Management Company hereunder, and any such Affiliate shall be deemed to be the Management Company for purposes of this Agreement. Management Company shall be relieved of all further obligations hereunder if such Affiliate has substantially similar financial resources and liquidity as Management Company and the expertise to perform the obligations of Management Company hereunder. B. Owner shall not assign this Agreement, without the prior written consent of Management Company; provided, however, that Owner may assign this Agreement upon notice to Management Company to any Affiliate wholly-owned subsidiary of Owner but only if such Affiliate has substantially similar financial resources and liquidity as Owner and Owner has obtained any necessary Franchisor consentsubsidiary owns one hundred percent (100%) of the Hotel; and upon such assignment and assumption of this Agreement by the assignee, Owner shall be relieved of all further liability or obligation hereunder. C. Notwithstanding any provision contained in this Agreement, (i) the collateral assignment of this Agreement by Owner as security for any Mortgage securing a Qualified Loan or (ii) the transfer of this Agreement in connection with a merger or consolidation or a sale of all or substantially all of the assets of either party (provided that (x) if such transfer is by Owner, the provisions of Article XX shall be complied with, and (y) if such transfer is by Management Company, such transfer is being done as part of a merger or consolidation or a sale of all or substantially all of the business which consists of Management Company's managed hotels), is permitted without the consent of the other party. D. If either party consents to an assignment of this Agreement by the other, no further assignment shall be made without the express consent in writing of such party, unless such assignment may otherwise be made without such consent pursuant to the terms of this Agreement. E. An assignment (either voluntarily or by operation of law) by either party Owner of its interest in this Agreement shall not relieve either party Owner from its obligations under this Agreement which accrued prior to the date of such assignment; such assigning party Owner shall be relieved of such obligations accruing after such date, if the assignment complies with this Article XIX and if Management Company or Owner, as the case may be, has received an assumption agreement executed by the assignee.

Assignment by Management Company and Owner. A. Management Company shall not assign or transfer its interest in this Agreement, or delegate any of its responsibilities hereunder, without the prior written consent of Owner; provided, however, that Management Company, Company shall have the right, without such consent, upon notice to Owner, to assign or otherwise transfer its interest in this Agreement Agreement: (i) to any Affiliate of its AffiliatesManagement Company which (a) has adequate experience in managing hotels and has adequate capital to conduct business as Management Company under this Agreement, and any (b) agrees in writing to be bound by and comply with the terms of this Agreement (such written agreement to be delivered to Owner), and following such assignment, such Affiliate shall be deemed to be the Management Company for purposes of this Agreement. Management Company shall be relieved ; or (ii) in connection with a transfer of all further obligations hereunder if such Affiliate has or substantially similar financial resources and liquidity all of the assets of Management Company, which transfer is being done as part of a merger, consolidation, or sale of all or substantially all of the business which consists of Management Company and Company’s managed hotels; or (iii) as part of any substantial transaction involving Management Company, pursuant to which either (a) the expertise to perform the obligations management team of Management Company hereunderremains in control of day-to-day operations; or (b) the new management team has equal or greater experience in operating hotel management companies of a size equal to or greater than Management Company, and, in either event, the newly constituted Management Company is not a competitor of the Owner. B. Owner shall not assign or transfer its interest in this Agreement, Agreement without the prior written consent of Management Company; provided, however, that the Owner may assign this Agreement shall have the right, without such consent, upon notice to Management Company Company, to assign or otherwise transfer its interest in this Agreement in connection with: (i) a Sale of the Hotel that complies with the provisions of Section 20.01 of this Agreement; (ii) any sale, assignment, transfer, or other disposition of the Hotel by Owner to any Affiliate wholly-owned subsidiary of Owner but only if Owner, provided that such Affiliate has substantially similar financial resources and liquidity as Owner and Owner has obtained any necessary Franchisor consent; and upon such assignment and assumption subsidiary owns 100% of this Agreement by the assignee, Owner shall be relieved of all further liability or obligation hereunder.Hotel; C. Notwithstanding any provision contained in this Agreement, (ixxx) the collateral assignment of this Agreement by Owner as security for any Mortgage securing a Qualified Loan or Loan; or (iiiv) the transfer of this Agreement in connection with a merger or consolidation or a sale of all or substantially all of the assets of either party (provided that (x) if such transfer is by Owner, provided, however, that, the provisions of Article XX Section 20.01 shall be complied with, and (y) if such transfer is by Management Company, such transfer is being done as part of a merger or consolidation or a sale of all or substantially all of the business which consists of Management Company's managed hotels), is permitted without the consent of the other party. D. If either party consents to an assignment of this Agreement by the other, no further assignment shall be made without the express consent in writing of such party, unless such assignment may otherwise be made without such consent pursuant to the terms of this Agreement. E. . An assignment (either voluntarily or by operation of law) by either party Owner of its interest in this Agreement shall not relieve either party Owner from its obligations under this Agreement which accrued prior to the date of such assignment; such assigning party Owner shall be relieved of such obligations accruing after such date, if the assignment complies with this Article XIX and if Management Company or Owner, as the case may be, has received an assumption agreement executed by the assignee.

Assignment by Management Company and Owner. A. Management Company shall not assign this Agreement, or delegate any of its responsibilities hereunder, without the prior written consent of Owner; provided, however, that Management Company, shall have the right, without such consent, to assign its interest in this Agreement to any of its Affiliates, and any such Affiliate shall be deemed to be the Management Company for purposes of this Agreement. Management Company shall be relieved of all further obligations hereunder if such Affiliate has substantially similar financial resources and liquidity as Management Company and the expertise to perform the obligations of Management Company hereunderhereunder including, without limitation, access to the Group Services that are currently being provided by Management Company and its Affiliates at the time of such assignment. B. Except as permitted pursuant to Section 20.01 B, Owner shall not assign this Agreement, without the prior written consent of Management Company; provided, however, that Owner may assign this Agreement upon notice to Management Company to any Affiliate subsidiary of Owner but only if such Affiliate subsidiary has substantially similar financial resources and liquidity as Owner and Owner has obtained any necessary Franchisor consentthe full leasehold interest in the Hotel or owns one hundred percent (100%) of the Hotel; and upon such assignment and assumption of this Agreement by the assignee, Owner shall be relieved of all further liability or obligation hereunder. C. Notwithstanding any provision contained in this Agreement, (i) the collateral assignment of this Agreement by Owner as security for any Mortgage securing a Qualified Loan loan on the Hotel or (ii) the transfer of this Agreement in connection with a merger or consolidation or a sale of all or substantially all of the assets of either party (provided that (x) if such transfer is by Owner, the provisions of Article XX shall be complied with, and (y) if such transfer is by Management Company, such transfer is being done as part of a merger or consolidation or a sale of all or substantially all of the business which consists of Management Company's ’s managed hotels), is permitted without the consent of the other party. D. If either party consents to an assignment of this Agreement by the other, no further assignment shall be made without the express consent in writing of such party, unless such assignment may otherwise be made without such consent pursuant to the terms of this Agreement. E. An assignment (either voluntarily or by operation of law) by either party of its interest in this Agreement shall not relieve either party from its obligations under this Agreement which accrued prior to the date of such assignment; such assigning party shall be relieved of such obligations accruing after such date, if the assignment complies with this Article XIX and if Management Company or Owner, as the case may be, has received an assumption agreement executed by the assignee.

Assignment by Management Company and Owner. A. Management Company shall not assign this Agreement, or delegate any of its responsibilities hereunder, without the prior written consent of Owner; provided, however, that Management Company, shall have the right, without such consent, to assign its interest in this Agreement to any of its Affiliates, and any such Affiliate shall be deemed to be the Management Company for purposes of this Agreement. Management Company shall be relieved of all further obligations hereunder if such Affiliate has substantially similar financial resources and liquidity as Management Company and the expertise to perform the obligations of Management Company hereunderhereunder including, without limitation, access to the Group Services that are currently being provided by Management Company at the time of such assignment. B. Except as permitted pursuant to Section 20.01 B, Owner shall not assign this Agreement, without the prior written consent of Management Company; provided, however, that Owner may assign this Agreement upon notice to Management Company to any Affiliate wholly-owned subsidiary of Owner but only if such Affiliate has substantially similar financial resources and liquidity as Owner and Owner has obtained any necessary Franchisor consentsubsidiary owns one hundred percent (100%) of the Hotel; and upon such assignment and assumption of this Agreement by the assignee, Owner shall be relieved of all further liability or obligation hereunder. C. Notwithstanding any provision contained in this Agreement, (i) the collateral assignment of this Agreement by Owner as security for any Mortgage securing a Qualified Loan or (ii) the transfer of this Agreement in connection with a merger or consolidation or a sale of all or substantially all of the assets of either party (provided that (x) if such transfer is by Owner, the provisions of Article XX shall be complied with, and (y) if such transfer is by Management Company, such transfer is being done as part of a merger or consolidation or a sale of all or substantially all of the business which consists of Management Company's ’s managed hotels), is permitted without the consent of the other party. D. If either party consents to an assignment of this Agreement by the other, no further assignment shall be made without the express consent in writing of such party, unless such assignment may otherwise be made without such consent pursuant to the terms of this Agreement. E. An assignment (either voluntarily or by operation of law) by either party of its interest in this Agreement shall not relieve either party from its obligations under this Agreement which accrued prior to the date of such assignment; such assigning party shall be relieved of such obligations accruing after such date, if the assignment complies with this Article XIX and if Management Company or Owner, as the case may be, has received an assumption agreement executed by the assignee.

Assignment by Management Company and Owner. A. Management Company shall not assign this Agreement, or delegate any of its responsibilities hereunder, without the prior written consent of Owner; provided, however, that Management Company, shall have the right, without such consent, to assign its interest in this Agreement to any of its Affiliates, and any such Affiliate shall be deemed to be the Management Company for purposes of this Agreement. Management Company shall be relieved of all further obligations hereunder if such Affiliate has substantially similar financial resources and liquidity as Management Company and the expertise to perform the obligations of Management Company hereunderhereunder including, without limitation, access to the Group Services that are currently being provided by Management Company at the time of such assignment. B. Except as permitted pursuant to Section 20.01 B, Owner shall not assign this Agreement, without the prior written consent of Management Company; provided, however, that Owner may assign this Agreement upon notice to Management Company to any Affiliate wholly-owned subsidiary of Owner but only if such Affiliate has substantially similar financial resources and liquidity as Owner and Owner has obtained any necessary Franchisor consentsubsidiary leases or owns one hundred percent (100%) of the Hotel; and upon such assignment and assumption of this Agreement by the assignee, Owner shall be relieved of all further liability or obligation hereunder. C. Notwithstanding any provision contained in this Agreement, (i) the collateral assignment of this Agreement by Owner as security for any Mortgage securing a Qualified Loan or (ii) the transfer of this Agreement in connection with a merger or consolidation or a sale of all or substantially all of the assets of either party (provided that (x) if such transfer is by Owner, the provisions of Article XX shall be complied with, and (y) if such transfer is by Management Company, such transfer is being done as part of a merger or consolidation or a sale of all or substantially all of the business which consists of Management Company's ’s managed hotels), is permitted without the consent of the other party. D. If either party consents to an assignment of this Agreement by the other, no further assignment shall be made without the express consent in writing of such party, unless such assignment may otherwise be made without such consent pursuant to the terms of this Agreement. E. An assignment (either voluntarily or by operation of law) by either party of its interest in this Agreement shall not relieve either party from its obligations under this Agreement which accrued prior to the date of such assignment; such assigning party shall be relieved of such obligations accruing after such date, if the assignment complies with this Article XIX and if Management Company or Owner, as the case may be, has received an assumption agreement executed by the assignee.

Assignment by Management Company and Owner. A. Management Company shall not assign this Agreement, or delegate any of its responsibilities hereunder, without the prior written consent of Owner; provided, however, that Management Company, shall have the right, without such consent, to assign its interest in this Agreement to any of its Affiliates, and any such Affiliate shall be deemed to be the Management Company for purposes of this Agreement. Management Company shall be relieved of all further obligations hereunder if such Affiliate has substantially similar financial resources and liquidity as Management Company and the expertise to perform the obligations of Management Company hereunderhereunder including, without limitation, access to the Group Services that are currently being provided by Management Company at the time of such assignment. B. Except as permitted pursuant to Section 20.01 B, Owner shall not assign this Agreement, without the prior written consent of Management Company; provided, however, that Owner may assign this Agreement upon notice to Management Company to any Affiliate wholly-owned subsidiary of Owner but only if such Affiliate has substantially similar financial resources and liquidity as Owner and Owner has obtained any necessary Franchisor consentsubsidiary owns one hundred percent (100%) of the Hotel; and upon such assignment and assumption of this Agreement by the assignee, Owner shall be relieved of all further liability or obligation hereunder. C. Notwithstanding any provision contained in this Agreement, (i) the collateral assignment of this Agreement by Owner as security for any Mortgage securing a Qualified Loan or (ii) the transfer of this Agreement in connection with a merger or consolidation or a sale of all or substantially all of the assets of either party (provided that (x) if such transfer is by Owner, the provisions of Article XX shall be complied with, and (y) if such transfer is by Management Company, such transfer is being done as part of a merger or consolidation or a sale of all or substantially all of the business which consists of Management Company's managed hotels), is permitted without the consent of the other party. D. If either party consents to an assignment of this Agreement by the other, no further assignment shall be made without the express consent in writing of such party, unless such assignment may otherwise be made without such consent pursuant to the terms of this Agreement. E. An assignment (either voluntarily or by operation of law) by either party of its interest in this Agreement shall not relieve either party from its obligations under this Agreement which accrued prior to the date of such assignment; such assigning party shall be relieved of such obligations accruing after such date, if the assignment complies with this Article XIX and if Management Company or Owner, as the case may be, has received an assumption agreement executed by the assignee.