Assignment of Management Agreements. The term "Assignment of Management Agreements" shall mean the assignment, in the form attached hereto as Exhibit A, by Borrower to Lender, of all of Borrower's rights under each management agreement for the Resorts.
Assignment of Management Agreements. Without limiting the security interest granted in Section 2.1 hereof, in order to secure the payment in full of all Liabilities of the Borrower to the Lenders and the prompt and faithful performance of all other covenants, agreements and obligations of the Borrower under the Loan Documents, the Borrower hereby assigns, sets over, transfers and pledges to the Lenders, and grants to the Lenders a security interest in, all of Borrower's right, title and interest in the Management Agreements and all replacements, renewals, substitutions, and proceeds thereof, together with all rights therein and all amounts payable thereunder, with full right on the part of a Lender, in its own name or in the name of the Borrower, to collect and enforce the Management Agreements by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement at any time proposed, or otherwise.
Assignment of Management Agreements. Seller shall enter into the Management Agreement(s) governing the use of the Brand for the Hotel. At the Closing, Seller shall assign its interest in the Management Agreement to Buyer (other than Seller’s rights to the Key Money and the right to receive the Key Money from Manager, which rights Seller shall retain), 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 Manager to such assignment and assumption. Notwithstanding the foregoing, at Buyer’s option, in lieu of Seller’s assigning to Buyer Seller’s interest in the Management Agreement, Buyer shall have the right to negotiate with the Manager a new management agreement, to be effective as of the Closing Date, replacing the existing Management Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Manager shall terminate the existing Management Agreement, as of the Closing Date. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the Manager’s written consent to the assignment to Buyer of the Management Agreement, 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 Manager provide the foregoing consent. In the event Buyer is not successful in negotiating a form of new management agreement with Marriott, despite Buyer’s good faith, diligent efforts to do so, on or before October 15,2007, then Buyer shall have the right to terminate this Agreement by written notice to Seller received by Seller by 5:00 p.m. Eastern Time, October 15,2007 in which case the Xxxxxxx Money Deposit shall be immediately returned by the Escrow Agent and neither Seller nor Buyer shall have further rights or obligations hereunder. Buyer shall be responsible for paying all costs (other than Seller’s, which shall be paid by Seller) related to the assignment of the Management Agreement (or to the termination of the Management Agreement and the execution of a new management 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, inc...
Assignment of Management Agreements. On or prior to the Initial Borrowing Date, each Credit Party which owns a Mortgaged Vessel on such date shall have duly authorized, executed and delivered an Assignment of Management Agreement for each Mortgaged Vessel in the form of Exhibit O or otherwise acceptable to the Administrative Agent (as modified, supplemented or amended from time to time, the “Assignment of Management Agreement”) and shall have obtained a Manager’s Undertakings for each Mortgaged Vessel.
Assignment of Management Agreements. Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");
Assignment of Management Agreements. Subject to the terms and conditions hereinafter set forth, Konover Management South desires to assign to the Operating Partnership all of Konover Management South's right, title and interest, as manager or leasing agent, in and to the Management and Leasing Agreements, and the Operating Partnership desires to assume the rights, privileges and responsibilities arising after the first Closing hereunder of Konover Management South under the Management and Leasing Agreements, as more particularly described in this Article XII, with the exception of those leasing obligations described in Schedule 12.1 hereto (the "Excluded Leasing Obligations"). To effect such assignment and assumption of the Management and Leasing Agreements, Konover Management South and the Operating Partnership agree to execute, effective July 1, 1998 (the "Management Closing," upon the "Management Closing Date"), an assignment and assumption of agreement mutually satisfactory to the Operating Partnership and Konover Management South in form and substance which shall include a provision pursuant to which the Management fees thereunder shall be prorated as of the Management Closing Date. Konover Management South shall retain all commissions and other amounts payable on account of the Excluded Leasing Obligations, so long as Konover Management South pays any commissions, bonuses or other compensation due employees (as hereinafter defined) on account of leasing activities in connection with Excluded Leasing Obligations.
Assignment of Management Agreements. In the form attached hereto as Exhibit A.
Assignment of Management Agreements by Lessee in favor of Borrower;
Assignment of Management Agreements. The payment and performance of the Note and all of the other Obligations hereunder and under the Loan Documents shall be secured by an assignment to Lender of all of Borrower's rights and interests which are assignable, but none of its liabilities, in, to and under the Management Agreements as they relate to, but only as they relate to, the Project, pursuant to the terms of an agreement (as amended from time to time, the "ASSIGNMENT OF MANAGEMENT AGREEMENTS"), which shall be satisfactory in form and substance to Lender. The Assignment of Management Agreements shall, among other things, provide that the payment of all management fees thereunder are subordinated to the payment of the Obligations, and all parties to the Management Agreements shall consent to such subordination.
Assignment of Management Agreements. 32 12.2 Consideration........................................................................................32 12.3
