Common use of Change of Ownership Transfer Clause in Contracts

Change of Ownership Transfer. Any proposed Transfer that is not described in Subparagraph 11.b.(1), 11.b.(2), or 11.b.(5) is a Change of Ownership Transfer. You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership Transfer, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a Change of Ownership Application accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit the Change of Ownership Application and pay the fee. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership Transfer, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgment. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership Transfer. During our review process, you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our consent to the Change of Ownership Transfer is subject to the following conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):

Change of Ownership Transfer. Any proposed Transfer that is does not described in otherwise qualify as a Transfer that does not require our consent or notification pursuant to Subparagraph 11.b.(1), ) or a Permitted Transfer pursuant to Subparagraph 11.b.(2), or 11.b.(5) is above will be considered a change of ownership Transfer (a “Change of Ownership TransferOwnership”). You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership. If there is a proposed Change of Ownership Transferand the proposed new owner (the “Transferee Licensee”) desires to continue to operate the Hotel as a System hotel, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a complete application for a new franchise license agreement (the “Change of Ownership Application Application”) accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit we do not approve the Change of Ownership Application and pay Application, we will refund the development services fee, less Seven Thousand Five Hundred Dollars ($7,500) for processing costs. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership TransferApplication, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentrelevant. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership TransferOwnership. During our review process, that time you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our We may, at our option, or as applicable, make our consent to the Change of Ownership Transfer is subject to the following satisfaction of certain conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):including:

Change of Ownership Transfer. Any proposed Transfer that is does not described in otherwise qualify as a Transfer that does not require our consent or notification pursuant to Subparagraph 11.b.(1) or a Permitted Transfer pursuant to Subparagraph 11.b.(2) above will be considered a change of ownership Transfer (a “Change. of Ownership”), 11.b.(2), or 11.b.(5) is a Change of Ownership Transfer. You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership. If there is a proposed Change of Ownership Transferand the proposed new owner (the “Transferee Licensee”) desires to continue to operate the Hotel as a System hotel, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a complete application for a new franchise license agreement (the “Change of Ownership Application Application”) accompanied by payment of our then prevailing development development, services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit we do not approve the Change of Ownership Application and pay Application, we will refund the development services fee, less Seven Thousand Five Hundred Dollars ($7,500) for processing costs. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. , If we approve the Change of Ownership TransferApplication, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentrelevant. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership TransferOwnership. During our review process, that time you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our We may, at our option, or as applicable, make our consent to the Change of Ownership Transfer is subject to the following satisfaction of certain conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):including:

Change of Ownership Transfer. Any proposed Transfer that is does not described in otherwise qualify as a Transfer that does not require our consent or notification pursuant to Subparagraph 11.b.(1), ) or a Permitted Transfer pursuant to Subparagraph 11.b.(2), or 11.b.(5) is above will be considered a change of ownership Transfer (a “Change of Ownership TransferOwnership”). You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership. If there is a proposed Change of Ownership Transferand the proposed new owner (the “Transferee Licensee”) desires to continue to operate the Hotel as a System hotel, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a complete application for a new franchise license agreement (the “Change of Ownership Application Application”) accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit we do not approve the Change of Ownership Application and pay Application, we will refund the development services fee, less Five Thousand Dollars ($5,000) for processing costs. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership TransferApplication, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentrelevant. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership TransferOwnership. During our review process, that time you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our We may, at our option, or as applicable, make our consent to the Change of Ownership Transfer is subject to the following satisfaction of certain conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):including: