Common use of Delivery of Documents, Etc Clause in Contracts

Delivery of Documents, Etc. Lessee shall deliver to Lessor on the Termination Date: (i) Such documents, assignments, instruments and conveyances as Lessor may request to confirm and implement the termination of all of Lessee's right, title and interest in and to the Premises and the Project, and the transfer of full, lien-free title to the Improvements (subject to the Permitted Exceptions), to Lessor as provided herein; (ii) All Entitlements, Plans, surveys and other documents, and all keys and other items of personal property in Lessee's possession or control, that relate to or are necessary for the operation or occupancy of the Premises or the Project; and (iii) An amount equal to any Impositions and other Project Costs which have accrued as of the Termination Date, prorated to the Termination Date. If this Lease is terminated early due to an Event of Default, Lessee also shall deliver: An assignment of Lessee's interest in all Subleases and such other assignable contracts and property rights relating to the Premises or the ownership, operation, management, maintenance or leasing of the Project or any part thereof, but only to the extent expressly requested by Lessor in its sole discretion or to the extent that Lessor has otherwise agreed under the terms of this Lease to recognize and keep in force such Subleases, assignable contracts and property rights following a termination of this Lease. Such assignment shall include: (A) Lessor's assumption of all obligations of Lessee thereunder accruing on and after the Termination Date (or, if Lessee holds over, the Surrender Date); and (B) Lessee's indemnification of Lessor for the performance and payment of any obligations of Lessee thereunder accruing prior to the Termination Date (or, if Lessee holds over, the Surrender Date).

Delivery of Documents, Etc. Lessee shall deliver to Lessor on the Termination Date: (i) Such documents, assignments, instruments and conveyances as Lessor may request to confirm and implement the termination of all of Lessee's ’s right, title and interest in and to the Premises and the ProjectPremises, and the transfer transfer, as provided herein, of full, lien-free title to Lessor with respect to any Alterations and any other portions of the Improvements Premises (subject to the Permitted Exceptions and any Lessor Exceptions), to Lessor as provided herein; (ii) All Entitlements, Plansplans, surveys and other documents, and all keys and other items of personal property Personal Property in Lessee's ’s possession or control, and all transferable licenses, permits and other governmental authorizations that relate to or are necessary or appropriate for the lawful or proper operation or occupancy of the Premises or the Project; andand its use as a Luxury Hotel; (iii) An amount equal to any unpaid Impositions and other Project Costs which have accrued as of the Termination DateDate (but only to the extent that funds to pay such Project Costs have not otherwise been reserved and paid over to Lessor), prorated to the Termination Date, but subject to the provisions of the final sentence of Section 8.1 in the case of a termination of this Lease other than on account of an Event of Default; and (iv) All funds then on deposit in all Capital Reserve Accounts, and the Designated Alterations Escrow Account and the Required Alterations Escrow Account (but only to the extent of any Eligible Costs and Excess Costs not theretofore disbursed from the Designated Alterations Escrow Account and the Required Alterations Escrow Account), and, in the case of any termination of this Lease on account of an Event of Default, all funds then on deposit in the Hotel Operating Accounts and all other amounts on deposit in the Base Rent Escrow Account and the Seasonal Rent Reserve. If this Lease is terminated early prior to the Expiration Date due to an Event of Default, Lessee also shall deliver, if and to the extent requested by Lessor in a written notice delivered to Lessee not less than ten (10) days prior to the Termination Date, any or all of the following, as and to the extent designated by Lessor: An assignment of Lessee's ’s interest in all Subleases (i) any Management Agreement and/or any Food and such Beverage Agreement, (ii) any subleases entered into in compliance with Section 13 hereof, (iii) any contracts entered into by Lessee or any Affiliate of Lessee for the provision of parking or other services at or for the Hotel or the Hotel Business, (iv) any equipment leases or other equipment contracts, including data processing equipment, entered into by Lessee or any Affiliate of Lessee and reasonably required for the lawful and proper continued operation of the Hotel as a Luxury Hotel, to the extent that the same relate exclusively to the Premises, (v) any other assignable contracts and contracts, property rights relating or claims (including utility and other deposits) of Lessee or any Affiliate of Lessee to the extent that the same relate exclusively to the Premises or the ownership, operation, management, maintenance maintenance, alteration, construction, repair, or leasing of the Project Premises or any part thereof, but only (vi) all inventories, supplies, equipment, and other personal property, tangible and intangible, owned or leased by Lessee or any Affiliate of Lessee to the extent expressly requested used exclusively in connection with the operation of the Hotel, (vii) all transferable and assignable licenses and permits that relate exclusively to the operation of the Hotel and/or the Hotel Business, and in addition Lessee shall cooperate with Lessor, and shall cause any Affiliate of Lessee, Operator or any Affiliate of Operator to cooperate with Lessor (at no material cost to Lessee, Operator, or any such Affiliate; provided that the foregoing restriction shall not be construed to limit any right of Lessor to recover damages from Lessee on account of an Event of Default as permitted under Applicable Laws), in the filing and processing of any applications by Lessor, any Affiliate of Lessor, or any Replacement Operator (as defined in Section 9.2 hereof) for the issuance of any new, replacement or modified licenses and permits that may be necessary or appropriate for the operation of the Hotel and the Hotel Business as a Luxury Hotel; and (viii) any and all advance reservations and bookings and other assets relating to the operation of a Luxury Hotel on the Premises (collectively, the “Termination Assignments”). Any Termination Assignments shall be made without the payment of any additional consideration or other compensation by Lessor in its sole discretion to Lessee or to the extent that Lessor has otherwise agreed under the terms any Affiliate of this Lease to recognize Lessee, and keep in force such Subleases, assignable contracts and property rights following a termination of this Lease. Such assignment shall include: (A) Lessor's ’s assumption of all obligations of Lessee thereunder or any such Affiliate of Lessee under all such Termination Assignments to the extent accruing on and after the Termination Date (or, if Lessee holds over, the Surrender Date); and (B) Lessee's ’s indemnification of Lessor for the performance and payment of any obligations of Lessee thereunder or any Affiliate of Lessee under or with respect to any rights, interests or other matters covered by such Termination Assignments and accruing prior to the Termination Date (or, if Lessee holds over, the Surrender Date).