Common use of Consents and Estoppels Clause in Contracts

Consents and Estoppels. (a) Each party shall use Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents necessary to assign the Material Contracts and the Marriott Material Contracts to the Purchaser. Notwithstanding the foregoing, if there shall not be assigned to the Purchaser any Material Contract or Marriott Material Contract or if an attempted assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof or in any way adversely affect the rights of the parties thereunder and such consent is not obtained, of if an attempted assignment would be ineffective or would affect the rights of the parties thereunder so that the Purchaser would not, in fact, receive the benefits thereof, CTF has agreed in the CTF Agreement that in such case, the beneficial interest in and to any such Material Contract shall, to the extent permitted by the relevant Material Contract and by Law, passed to the Purchaser and Marriott shall cause CTF to: (i) hold all such Material Contracts and Marriott Material Contracts in trust for the benefit of the Purchaser, its successors or assigns, from and after the Closing Date with effect from the Effective Date, (ii) use Commercially Reasonable Efforts to obtain and secure any and all consents and approvals that may be necessary to effect such assignment or assignments of the same and (iii) make or complete such assignment or assignments as soon as reasonably possible. (b) Subject to Section 9.2, the Purchaser shall use Commercially Reasonable Efforts with the reasonable cooperation of Marriott to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents sufficient to create a valid transfer of the Equity Interests and the CTF Selling Entities’ interest in the Minority Owned Entities to the Purchaser without causing the Purchaser to incur additional liabilities or limitation of rights as assignee of the Equity Interests in the Minority Owned Entities. (c) Subject to Section 9.2, the Purchaser shall use Commercially Reasonable Efforts with the reasonable cooperation of Marriott to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain consents from the applicable lessors or landlords sufficient to create a valid to the assignment of the Leasehold Interests to the Purchaser without causing the Purchaser to incur additional liabilities or limitation of rights as assignee of the Leasehold Interests. (d) Subject to Section 9.2, the parties agree that they shall use Commercially Reasonable Efforts to obtain an estoppel certificate from the applicable lessors or landlords under the Leases containing the information required by the terms of the Leases or, in the event that no such requirements are set forth therein, in a form reasonably acceptable to the Purchaser and addressed to (i) in the case of a Lease Assignment & Sale, the Purchaser, or (ii) in the case of a Target Sale, Target (collectively, the “Estoppel Certificates”).

Consents and Estoppels. (a) Each party shall use Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents necessary to assign (or, with respect to the Material Contracts and UK Hotels, novate) the Marriott Material Contracts to the PurchaserBuyer or its Designee. Notwithstanding the foregoing, if there shall not be assigned (or novated) to the Purchaser Buyer or its Designee any Material Contract or Marriott Material Contract or if an attempted assignment (or novation) thereof without the consent of the other party or parties thereto would constitute a breach thereof or in any way adversely affect the rights of the parties Seller thereunder and such consent is not obtained, of or if an attempted assignment (or novation) would be ineffective or would affect the rights of the parties Seller thereunder so that the Purchaser Buyer would not, in fact, receive the benefits thereof, CTF has agreed in the CTF Agreement Seller covenants and agrees that in such case, the beneficial interest in and to any such Material Contract shall, to the extent permitted by the relevant Material Contract and by Law, passed pass to the Purchaser Buyer or its Designee, and Marriott shall cause CTF tothe Seller will: (i) hold all such Material Contracts and Marriott Material Contracts in trust for the benefit of the PurchaserBuyer, its successors successors, assigns or assignsDesignees, from and after the Closing Date (with effect from the Effective Date), (ii) use Commercially Reasonable Efforts to obtain and secure any and all consents and approvals that may be necessary to effect such assignment or assignments (or novations) of the same and (iii) make or complete such assignment or assignments (or novations) as soon as reasonably possible. (b) Subject to Section 9.2, the Purchaser each party shall use Commercially Reasonable Efforts with the reasonable cooperation of Marriott to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents sufficient to create a valid transfer of the Equity Interests and the CTF Selling Entities’ Seller’s interest in the Minority Owned Entities to the Purchaser Buyer or its Designee without causing the Purchaser Buyer or its Designee to incur additional liabilities or limitation limitations of any rights as assignee of the Equity Interests and the Seller’s interest in the Minority Owned Entities. (c) Subject to Section 9.2, the Purchaser parties shall use Commercially Reasonable Efforts with the reasonable cooperation of Marriott to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain consents from the applicable lessors or landlords sufficient to create a valid to the assignment of the Leasehold Interests to the Purchaser Buyer or its Designee without causing the Purchaser Buyer or its Designee to incur additional liabilities or limitation limitations of any rights as assignee of the Leasehold Interests. (d) The parties shall use Commercially Reasonable Efforts to obtain (i) subject to the terms of Schedule 2.4, a consent and estoppel certificate with respect to the assumption of the GMAC Debt, executed by the lender thereunder and in a form mandated by the terms of the loan documents or in a form reasonably acceptable to Buyer and (ii) a statement of outstanding principal amount with respect to the Düsseldorf Debt executed by the lender thereunder. (e) Subject to Section 9.2, the parties agree that that, except with respect to the Hotel identified on Schedule 7.9(e) as not requiring an estoppel certificate, they shall use Commercially Reasonable Efforts to obtain an estoppel certificate from the applicable lessors or landlords under the Leases containing the information required by the terms of the Leases or, in the event that no such requirements are set forth therein, in a form reasonably acceptable to the Purchaser Buyer and addressed to (i) in the case of a Lease Assignment & Sale, the PurchaserBuyer or its Designee, as the case may be, or (ii) in the case of a Target Sale, the Target (collectively, the “Estoppel Certificates”).

Consents and Estoppels. (a) Each party shall use Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents necessary to assign the Material Contracts and the Marriott Material Contracts to the Purchaser. Notwithstanding the foregoing, if there shall not be assigned to the Purchaser any Material Contract or Marriott Material Contract or if an attempted assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof or in any way adversely affect the rights of the parties thereunder Marriott or CTF and such consent is not obtained, of or if an attempted assignment would be ineffective or would affect the rights of the parties Marriott or CTF thereunder so that the Purchaser Purchaser, would not, in fact, receive the benefits thereof, CTF has agreed in the CTF Agreement that in such case, the beneficial interest in and to any such Material Contract shall, to the extent permitted by the relevant Material Contract and by Law, passed pass to the Purchaser Purchaser, and Marriott shall cause CTF CTF, subject to the provisions of Section 9.2 to: (i) hold all such Material Contracts and Marriott Material Contracts in trust for the benefit of the Purchaser, its successors or assigns, and assigns from and after the Closing Date (with effect from the Effective Date), (ii) use Commercially Reasonable Efforts to obtain and secure any and all consents and approvals that may be necessary to effect such assignment or assignments of the same same; and (iii) make or complete such assignment or assignments as soon as reasonably possible. (b) Subject to Section 9.2, the Purchaser and Marriott shall each use Commercially Reasonable Efforts with the reasonable cooperation of Marriott to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents sufficient to create a valid transfer of the Equity Interests and the CTF Selling Entities’ interest in the Minority Owned Entities to the Purchaser without causing the Purchaser or Marriott to incur additional liabilities or limitation of rights as assignee of the Equity Interests in the Minority Owned Entitiesrights. (c) Subject to Section 9.2, the Purchaser and Marriott shall each use Commercially Reasonable Efforts with the reasonable cooperation of Marriott to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain consents from the applicable lessors or landlords sufficient to create a valid to the assignment of the Leasehold Interests to the Purchaser without causing the Purchaser or Marriott to incur additional liabilities or limitation of rights as assignee of the Leasehold Interestsrights. (d) Subject to Section 9.2, the parties agree that they shall use Commercially Reasonable Efforts to obtain an estoppel certificate from the applicable lessors or landlords under the Leases containing the information required by the terms of the Leases or, in the event that no such requirements are set forth therein, in a form reasonably acceptable to the Purchaser and addressed to (i) in the case of a Lease Assignment & Sale, the Purchaser, or (ii) in the case of a Target Sale, Target CTF (collectively, the “Estoppel Certificates”).