Common use of Franchise Clause in Contracts

Franchise. (a) Within 3 Business Days after the Effective Date, the Buyer shall submit a franchise application to Franchisor, together with all required related documents and submittals, and shall pay all fees and costs imposed by Franchisor in connection with such application. The Buyer acknowledges that the Seller has obtained and delivered to the Buyer the product improvement plan required by the Franchisor with respect to the Hotel (the “PIP”). During the Study Period (and commencing immediately upon the Effective Date), the Buyer shall use its commercially reasonable efforts, and pay all costs and expenses therewith associated, to obtain a franchise commitment (the “New Franchise”) with respect to the Property from the current Franchisor, all upon terms and conditions reasonably acceptable to the Buyer; provided that the Buyer agrees that it will accept (if not able to negotiate any more favorable terms from Franchisor) (i) a term ending at the current expiration date of the existing Franchise Agreement, (ii) Franchisor’s standard fees (without requiring any waiver or reduction), and (iii) Franchisor’s current standard form of franchise agreement. The Seller and the Buyer shall cooperate with each other and the Franchisor to expedite completion of the same. If the Buyer does not receive the New Franchise or approval thereof from the Franchisor on or before the expiration of the Study Period, the Buyer may, at its option, upon written notice to the Seller have up to an additional 15 days to obtain the New Franchise or approval thereof (the Study Period as so extended solely for such purposes, the “Franchise Approval Period”); provided that the Buyer shall review and approve the PIP prior to the expiration of the Study Period and, if the Buyer has not elected to terminate this Agreement prior to the expiration of the Study Period, the Seller shall be deemed to have approved of the PIP. If, despite Buyer’s good faith, commercially reasonable efforts, the Buyer does not receive the New Franchise or approval thereof from the Franchisor on or before the expiration of the Franchise Approval Period, the Buyer may, at its option, upon written notice to the Seller and the Escrow Agent terminate this Agreement, at which time the Xxxxxxx Money shall be returned promptly to the Buyer and upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). If the Buyer does not elect to terminate, to the extent permitted, on or before the expiration of the Franchise Approval Period, the Xxxxxxx Money shall remain non-refundable, except as otherwise expressly set forth in this Agreement, and the Buyer’s obligation to purchase the Property shall be conditional only as otherwise provided in accordance with the terms of this Agreement. All costs of the New Franchise, including, without limitation, costs associated with any required property improvement plan (including the PIP), attorneys’ fees and costs of Franchisor, and reserves required by Franchisor, shall be the responsibility of the Buyer. (b) If the Buyer elects not to obtain a New Franchise from Franchisor (but instead elects another franchisor or brand or elects not to have any franchise or brand) or the Buyer does not obtain the New Franchise and does not terminate this Agreement in accordance with SECTION 3.4(a) and proceeds to Closing, the Buyer shall (i) pay all cancellation fees, termination fees, removal fees or other amounts owed to Franchisor as a result of cancellation and termination of the Franchise Agreement, (ii) immediately upon Closing, cease operating the Property as a “System Hotel” within the Franchisor system, including, without limitation, not directly or indirectly representing or giving the impression that it is a present or former franchisee or licensee of Franchisor or that the Property was previously a “System Hotel,” and (iii) immediately upon Closing, at its sole cost and expense, immediately and permanently remove or cause to be removed from the Property all identifying characteristics, marks and intellectual property of Franchisor and its “System Hotels,” including, without limitation, all electronic systems, signs, fixtures, furniture, furnishings, equipment, advertising materials, stationery, supplies, forms and other items containing the words, trademark, service marks or insignia for a “System Hotel,” return to Franchisor its intellectual property and other materials proprietary to Franchisor, make such alterations as may be necessary and required by Franchisor to distinguish the Hotel from its former appearance and other “System Hotels” and allow Franchisor to enter upon the Property to complete any of the foregoing not completed by the Buyer within thirty days after Closing (collectively, “De-Identification”). The De-Identification will involve, among other things, all de-identification required by the Franchise Agreement and compliance with all other requirements of the Franchise Agreement that arise as a result of the sale of the Property to the Buyer. Upon Closing and in the event that the Buyer does not obtain a New Franchise from Franchisor (but instead elects another franchise or brand or elects not to have any franchise or brand), the Buyer agrees to indemnify and hold the Seller harmless from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the termination of the Franchise Agreement hereunder and/or the Seller’s ability or inability to obtain a release of Seller or any Seller related guarantor of the Franchise Agreement and any failure by the Buyer to comply with all obligations arising in connection with De-Identification and any obligations imposed by Franchisor on the owner of the Property after Closing.

Franchise. Seller has entered into a License Agreement with Marriott International (a"Licensor"), more particularly described on Schedule 2 for the Hauppauge Property (the "Hauppauge License Agreement"), for the Franklin Property (the "Franklin License Agreement") Within 3 Business Days after and for the Effective DateCranbury Property (the "Cranbury License Agreement" and, collectively with the Hauppauge License Agreement and the Franklin License Agreement, the "License Agreements"). Seller acknowledges that it is a condition to Buyer's obligations under this Contract that Buyer shall submit have entered into a franchise application satisfactory license agreement with Licensor. Buyer agrees to Franchisor, together with all required related documents apply for and submittals, and shall pay all fees and costs imposed by Franchisor in connection with such application. The Buyer acknowledges that the Seller has obtained and delivered to the Buyer the product improvement plan required by the Franchisor with respect to the Hotel (the “PIP”). During the Study Period (and commencing immediately upon the Effective Date), the Buyer shall use its commercially reasonable efforts, and pay all costs and expenses therewith associatedSeller shall cooperate with Buyer, to obtain a franchise commitment (the “New Franchise”) with respect Licensor's written consent to the Property from the current Franchisor, all upon terms and conditions reasonably acceptable assignment to the Buyer; provided that the Buyer agrees that it will accept (if not able to negotiate any more favorable terms from Franchisor) (i) a term ending at the current expiration date of the existing Franchise License Agreement, (ii) Franchisor’s standard fees (without requiring any waiver with such amendments as may be required by Buyer, or reduction)the issuance of a new franchise agreement between Licensor and Buyer. Except as expressly provided below, and (iii) Franchisor’s current standard form of franchise agreement. The Seller and the Buyer shall cooperate with each other and the Franchisor to expedite completion of the same. If the Buyer does not receive the New Franchise or approval thereof from the Franchisor on or before the expiration of the Study Period, the Buyer may, at its option, upon written notice to the Seller have up to an additional 15 days to obtain the New Franchise or approval thereof (the Study Period as so extended solely for such purposes, the “Franchise Approval Period”); provided that the Buyer shall review and approve the PIP prior to the expiration of the Study Period and, if the Buyer has not elected to terminate this Agreement prior to the expiration of the Study Period, the Seller shall be deemed responsible for all costs related to have approved of the PIP. Ifsuch transfer and amendment or new license agreement, despite Buyer’s good faith, commercially reasonable effortsincluding but not limited to, the Buyer does not receive payment of license, application, transfer and similar fees thereunder, and all costs to complete the New Franchise or approval thereof from the Franchisor on or before the expiration of the Franchise Approval Period, the Buyer may, at its option, upon written notice to the Seller and the Escrow Agent terminate this Agreement, at which time the Xxxxxxx Money shall be returned promptly to the Buyer and upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). If the Buyer does not elect to terminate, to the extent permitted, on or before the expiration of the Franchise Approval Period, the Xxxxxxx Money shall remain non-refundable, except as otherwise expressly improvements set forth in this Agreementany product improvement plan for the Hotels, and or otherwise as may be required by Licensor. Notwithstanding the Buyer’s obligation foregoing, any fees payable to purchase Licensor for the Property shall be conditional only as otherwise provided in accordance with the terms of this Agreement. All costs transfer or assignment of the New Franchise, including, without limitation, costs associated with any required property improvement plan (including License Agreements or the PIP), attorneys’ fees and costs issuance of Franchisor, and reserves required by Franchisor, new License Agreements shall be the responsibility of Buyer, provided that all fees payable under any License Agreement and attributable to any period prior to Closing shall be the Buyer. (b) If the Buyer elects not to obtain a New Franchise from Franchisor (but instead elects another franchisor or brand or elects not to have any franchise or brand) or the Buyer does not obtain the New Franchise and does not terminate this Agreement in accordance with SECTION 3.4(a) and proceeds to Closing, the sole responsibility of Seller. Buyer shall (i) pay be responsible for any termination fee attributable to the termination, if applicable, of Seller's license agreement. Seller agrees to immediately provide all cancellation fees, termination fees, removal fees or other amounts owed to Franchisor as a result of cancellation and termination of the Franchise Agreement, (ii) immediately upon Closing, cease operating the Property as a “System Hotel” within the Franchisor system, including, without limitation, not directly or indirectly representing or giving the impression that it is a present or former franchisee or licensee of Franchisor or that the Property was previously a “System Hotel,” and (iii) immediately upon Closing, at its sole cost and expense, immediately and permanently remove or cause to be removed from the Property all identifying characteristics, marks and intellectual property of Franchisor and its “System Hotels,” including, without limitation, all electronic systems, signs, fixtures, furniture, furnishings, equipment, advertising materials, stationery, supplies, forms and other items containing the words, trademark, service marks or insignia for a “System Hotel,” return to Franchisor its intellectual property and other materials proprietary to Franchisor, make such alterations as may be necessary and information required by Franchisor to distinguish the Hotel from its former appearance and other “System Hotels” and allow Franchisor to enter upon the Property to complete any of the foregoing not completed by the Buyer within thirty days after Closing (collectively, “De-Identification”). The De-Identification will involve, among other things, all de-identification required by the Franchise Agreement and compliance with all other requirements of the Franchise Agreement that arise as a result of the sale of the Property to the Buyer. Upon Closing and in the event that the Buyer does not obtain a New Franchise from Franchisor (but instead elects another franchise or brand or elects not to have any franchise or brand), the Buyer agrees to indemnify and hold the Seller harmless from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the termination of the Franchise Agreement hereunder and/or the Seller’s ability or inability to obtain a release of Seller or any Seller related guarantor of the Franchise Agreement and any failure by the Buyer to comply with all obligations arising Licensor in connection with De-Identification such transfer and any obligations imposed by Franchisor on amendment or new license agreement, and Seller and Buyer shall diligently pursue obtaining such transfer and amendment or new license agreement. Buyer shall diligently and in good faith negotiate with Licensor for the owner transfer and amendment of the Property after ClosingLicense Agreement or for new license agreements, as applicable, on terms reasonably similar to the terms of Buyer's existing license agreements with Licensor applicable to other hotels owned by Buyer and under license from Licensor.