Common use of Contracts, Permits and Other Data Clause in Contracts

Contracts, Permits and Other Data. Schedule 3.1(i) lists all of the following to which either Management, Lessee or any Lessee Subsidiary is a party as of the date hereof: (i) contracts containing covenants limiting the freedom of Management, Lessee or any Lessee Subsidiary after the date hereof (A) to engage in any line of business or to compete with any Person or (B) to incur indebtedness for borrowed money; (ii) partnership, limited liability company, or joint venture or shareholder agreements; (iii) hotel franchise agreements; (iv) Equipment Leases (excluding any such agreements providing for payment of less than $20,000 per annum on an individual basis or terminable without penalty upon 90 days or less prior written notice); (v) Service Contracts (excluding any such agreements providing for payment of less than $20,000 per annum on an individual basis or terminable without penalty of more than $5,000 upon 90 days or less prior written notice); (vi) Management Agreements; (vii) any Advance Booking Agreements (excluding any such agreements providing for payment of less than $600,000 per annum on an individual basis or terminable without penalty of more than $60,000 upon 90 days or less prior written notice); (viii) employment agreements; (ix) contracts which provide for payments after the date hereof in excess of $100,000 during any one-year period and which are not otherwise listed on Schedule 3.1(i) or Schedules 3.1(j)(ii) through (vi); (x) mortgages, pledges, security agreements, deeds of trust or other instruments creating or, to the Knowledge of Lessee, Management or Management Sub, as applicable, purporting to create Liens; or (xi) contracts (other than this Agreement and the Implementing Agreements) for the sale or other Transfer of any material assets of Management, Management Sub, Lessee or any Lessee Subsidiary after the date hereof. (i) and all other rights, licenses, leases, registrations, applications, contracts, commitments and other agreements of Lessee, any Lessee Subsidiary, Management or Management Sub which are necessary to the operation of their respective businesses or by which Lessee, any Lessee Subsidiary, the Management Assets or the Basis Assets are bound to the extent they are necessary to the operation of their respective businesses are legal, valid and binding obligations of Lessee, each Lessee Subsidiary, Management or Management Sub, as applicable, and to the Knowledge of Lessee, Management or Management Sub, as applicable, each other party thereto, enforceable in accordance with their terms, except for such failures to be enforceable that would not, individually or in the aggregate, have a Material Adverse Effect. None of Lessee, any Lessee Subsidiary, Management or Management Sub or, to the Knowledge of Lessee, Management or Management Sub, any other party, is in breach or default in the performance of any obligation thereunder and no event has occurred or has failed to occur whereby any of the other parties thereto have been or will be released therefrom or will be entitled to refuse to perform thereunder, in any case which would have, either individually or in the aggregate, a Material Adverse Effect.

Contracts, Permits and Other Data. Schedule 3.1(i) lists all of the following to which either Management, Lessee or any Lessee Subsidiary is a party as of the date hereof: (i) contracts containing covenants limiting the freedom of Management, Lessee or any Lessee Subsidiary after the date hereof (A) to engage in any line of business or to compete with any Person or (B) to incur indebtedness for borrowed money; (ii) partnership, limited liability company, or joint venture or shareholder agreements; (iii) hotel franchise agreements; (iv) Equipment Leases (excluding any such agreements providing for payment of less than $20,000 per annum on an individual basis or terminable without penalty upon 90 days or less prior written notice); (v) Service Contracts (excluding any such agreements providing for payment of less than $20,000 per annum on an individual basis or terminable without penalty of more than $5,000 upon 90 days or less prior written notice); (vi) Management Agreements; (vii) any Advance Booking Agreements (excluding any such agreements providing for payment of less than $600,000 per annum on an individual basis or terminable without penalty of more than $60,000 upon 90 days or less prior written notice); (viii) employment agreements; (ix) contracts which provide for payments after the date hereof in excess of $100,000 during any one-year period and which are not otherwise listed on Schedule 3.1(i) or Schedules 3.1(j)(ii) through (vi); (x) mortgages, pledges, security agreements, deeds of trust or other instruments creating or, to the Knowledge of Lessee, Management or Management Sub, as applicable, purporting to create Liens; oror 22 18 (xi) contracts (other than this Agreement and the Implementing Agreements) for the sale or other Transfer of any material assets of Management, Management Sub, Lessee or any Lessee Subsidiary after the date hereof. (i) and all other rights, licenses, leases, registrations, applications, contracts, commitments and other agreements of Lessee, any Lessee Subsidiary, Management or Management Sub which are necessary to the operation of their respective businesses or by which Lessee, any Lessee Subsidiary, the Management Assets or the Basis Assets are bound to the extent they are necessary to the operation of their respective businesses are legal, valid and binding obligations of Lessee, each Lessee Subsidiary, Management or Management Sub, as applicable, and to the Knowledge of Lessee, Management or Management Sub, as applicable, each other party thereto, enforceable in accordance with their terms, except for such failures to be enforceable that would not, individually or in the aggregate, have a Material Adverse Effect. None of Lessee, any Lessee Subsidiary, Management or Management Sub or, to the Knowledge of Lessee, Management or Management Sub, any other party, is in breach or default in the performance of any obligation thereunder and no event has occurred or has failed to occur whereby any of the other parties thereto have been or will be released therefrom or will be entitled to refuse to perform thereunder, in any case which would have, either individually or in the aggregate, a Material Adverse Effect.