Common use of Assignment of Franchise Agreement Clause in Contracts

Assignment of Franchise Agreement. Seller has entered into the Franchise Agreement governing the use of the Brand for the Hotel. At the Closing, Seller shall assign its interest in the Franchise Agreement to Buyer, and Buyer’s shall assume Seller’s obligations thereunder arising or required to be performed on and after the Closing Date, subject to the consent of Franchisor to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, at Buyer’s option, in lieu of Seller’s assigning to Buyer Seller’s interest in the Franchise Agreement, Buyer and the Franchisor may enter into a new franchise agreement, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Franchisor shall terminate the existing Franchise Agreement, as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunder. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the Franchisor’s written consent to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the Franchise Agreement (or to require a new franchise agreement) that contains economic terms more favorable to the owner or franchisee than the economic terms of the existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such standard forms are applicable under the circumstances). Seller and Buyer shall each be responsible for paying for one half of all costs (other than Buyer’s attorney’s fees and extraordinary costs resulting from Buyer’s and/or Buyer’s Affiliates’ REIT structure, which shall be paid by Buyer) related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement and the execution of a new franchise agreement), including but not limited to, the payment of license, application, transfer and similar fees thereunder, provided that Seller shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Seller, in each case, incurred in connection with such assignment and/or termination and execution of any new franchise agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement), and Seller and Buyer shall diligently pursue obtaining each the same.

Assignment of Franchise Agreement. Seller has entered into the Franchise Agreement governing the use of the Brand for the Hotel. At the Closing, Seller shall assign its interest in the Franchise Agreement to Buyer, and Buyer’s shall assume Seller’s obligations thereunder arising or required to be performed on and after the Closing Date, subject to the consent of Franchisor to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, at Buyer’s option, in lieu of Seller’s assigning to Buyer Seller’s interest in the Franchise Agreement, . Buyer and the Franchisor may enter into a new franchise agreement, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, . Seller and the Franchisor shall terminate the existing Franchise Agreement, as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunder. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the Franchisor’s written consent to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the Franchise Agreement (or to require a new franchise agreement) that contains economic terms more favorable to the owner or franchisee than the economic terms of the existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such standard forms are applicable under the circumstances). Seller and Buyer shall each be responsible for paying for one one-half of all costs (other than Buyer’s attorney’s fees and extraordinary costs resulting from Buyer’s and/or Buyer’s Affiliates’ REIT structure, which shall be paid by Buyer) related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement and the execution of a new franchise agreement), including but not limited to, the payment of license, application, transfer and similar fees thereunder, provided that Seller shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Seller, in each case, incurred in connection with such assignment and/or termination and execution of any new franchise agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement), and Seller and Buyer shall diligently pursue obtaining each the same.

Assignment of Franchise Agreement. Seller has entered into the Franchise Agreement governing the use of the Brand for the Hotel. At the Closing, Seller shall assign its interest in the Franchise Agreement to Buyer, and Buyer’s shall assume Seller’s obligations thereunder arising or required to be performed on and after the Closing Date, subject to the consent of Franchisor to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, at Buyer’s option, in lieu of Seller’s assigning to Buyer Seller’s interest in the Franchise Agreement, . Buyer and the Franchisor may enter into a new franchise agreement, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Franchisor shall terminate the existing Franchise Agreement, as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunder. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the Franchisor’s written consent to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the Franchise Agreement (or to require a new franchise agreement) that contains economic terms more favorable to the owner or franchisee than the economic terms of the existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such standard forms are applicable under the circumstances). Seller and Buyer shall each be responsible for paying for one one-half of all costs (other than Buyer’s attorney’s fees and extraordinary costs resulting from Buyer’s and/or Buyer’s Affiliates’ REIT structure, which shall be paid by Buyer) related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement and the execution of a any new franchise agreement), including but not limited to, the payment of license, application, transfer and similar fees thereunder, provided that Seller shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Seller, in each case, incurred in connection with such assignment and/or termination and execution of any new franchise agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement), and Seller and Buyer shall diligently pursue obtaining each the same.

Assignment of Franchise Agreement. Seller has entered into the Franchise Agreement governing the use of the Brand for the Hotel. At the Closing, Seller shall assign its interest in the Franchise Agreement to Buyer, and Buyer’s shall assume Seller’s obligations thereunder arising or required to be performed on and after the Closing Date, subject to the consent of Franchisor to such assignment and assumption and subject to such amendments thereto as may be required or otherwise agreed to by Buyer (including, without limitation, such amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, at Buyer’s option, in lieu of Seller’s assigning to Buyer Seller’s interest in the Franchise Agreement, Buyer and the Franchisor may enter into a new franchise agreement, effective as of the Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Franchisor shall terminate the existing Franchise Agreement, as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunder. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the Franchisor’s written consent to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the Franchise Agreement (or to require a new franchise agreement) that contains economic terms more favorable to the owner or franchisee than the economic terms of the existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such standard forms are applicable under the circumstances). Seller and Buyer shall each be responsible for paying for one one-half of all costs (other than Buyer’s attorney’s fees and extraordinary costs resulting from Buyer’s and/or Buyer’s Affiliates’ REIT structure, which shall be paid by Buyer) related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement and the execution of a new franchise agreement), including but not limited to, the payment of license, application, transfer and similar fees thereunder, provided that Seller shall pay all costs and fees of its attorneys and consultants and all costs associated with any releases or other provisions requested by or for the benefit of Seller, in each case, incurred in connection with such assignment and/or termination and execution of any new franchise agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with each such assignment and amendment (or in connection with a new franchise agreement), and Seller and Buyer shall diligently pursue obtaining each the same.