Hotel Contracts. Attached as Exhibit F is a list of all of the Hotel Contracts, including any Equipment Leases; provided, however, that if Seller has inadvertently omitted a Hotel Contract from Exhibit F, Purchaser hereby acknowledges and agrees that it shall not have any right to terminate this Agreement pursuant to the terms hereof, but shall not be obligated to assume such Hotel Contract if such Hotel Contract is not terminable on thirty (30) or less days’ notice without payment of any penalty or termination fee. To Seller’s Knowledge, Seller has provided a true, accurate and complete copy of each such Hotel Contract to Purchaser. All Hotel Contracts are, to Seller’s Knowledge, in full force and effect and neither Seller nor Manager has given or received any written notice of any default under any Hotel Contract which has not been fully cured and, to Seller’s Knowledge, neither Seller nor any other party to a Hotel Contract is otherwise in material default of its obligations thereunder.
Hotel Contracts. Any amounts prepaid, accrued or due and payable under any Hotel Contracts and the Franchise Agreement shall be prorated as of the Cut Off Time, with Seller being credited for amounts prepaid and Purchaser being credited for amounts accrued and unpaid (excluding any delinquent amounts, which Seller shall pay in full at or prior to Closing). Seller will receive a credit for each deposit, if any, made by Seller as security under any such Hotel Contract if the same is transferable or the appropriate consent has been obtained and provided such deposit is actually transferred to Purchaser or otherwise remains on deposit for the benefit of Purchaser. If any such deposit cannot be transferred to Purchaser, Seller shall be paid any such deposit and Purchaser shall make such deposit as may be required.
Hotel Contracts. Any amounts prepaid or payable under any Hotel Contracts shall be prorated as of the Cut-off Time, provided any Hotel Contract Purchaser elects not to assume shall be terminated by Seller as of the Closing Date and Seller will be responsible for the payment of any sums due under such Hotel Contracts through such termination date and the Closing Date.
Hotel Contracts. The parties acknowledge and agree that this Contract is being entered into in connection with and simultaneously with the Hampton Inn Contract (the “Other Hotel Contract”). The parties acknowledge and agree that, notwithstanding anything contained herein to the contrary, the obligations of Buyer to consummate the transaction as contemplated hereunder shall be contingent upon the simultaneous closing of the sale under the Other Hotel Contract with the Closing of the Property under this Contract.
Hotel Contracts. To Seller’s knowledge:
Hotel Contracts. Exhibit “C” identifies all Hotel Contracts (which Hotel Contracts shall be deemed material Hotel Contracts) and certain material terms thereof, including the parties and dates of such Hotel Contracts and amendments thereto, requiring payments in excess $250,000 Dollars annually in effect on the Effective Date; and the information noted in Exhibit “C” is complete and correct in all material respects. Seller has delivered to Purchaser prior to the date hereof true and correct copies of all Hotel Contracts shown on Exhibit “C” and the same are in full force and effect. To Seller’s knowledge, there exists no condition, circumstance or state of facts that constitutes a default by Owner, Operating Lessee or Manager under, or by the other party to, any such Hotel Contract, or that would, with the passage of time or the giving of notice, or both, constitute such a default. No other party to such a Hotel Contract has given written notice to Owner (or to any Affiliate of Owner), Operating Lessee or, to Seller’s knowledge, Manager of any default or of any defenses, set-offs or claims in connection with any of the Hotel Contracts which has not been cured or is still pending. Owner, Operating Lessee or Manager is party to, or an assignee of, each material Hotel Contract.
Hotel Contracts. The LOC is shall submit to U.S. Figure Skating all proposed hotel agreements for its approval, which approval shall not be unreasonably withheld.
Hotel Contracts. The LOC shall arrange for and execute the contract with the official hotel and shall arrange for contracts with all other necessary hotels within 90 days of the competition being awarded, subject to prior approval of all such contracts by U.S. Figure Skating, which approval shall not be unreasonably withheld. The hotel contracts must include confirmation of dates, numbers of rooms, rates, rebates or commissions and meeting space as well as any additional necessary expenses to host the Championships. U.S. Figure Skating shall have ten (10) business days after receipt of such proposed hotel contracts to approve or object to them. The LOC agrees to first contact any U.S. Figure Skating hotel sponsor (if applicable) to serve as the official hotel of the Championships whenever possible. If the LOC desires to work with a third party housing management company to manage the housing block, U.S. Figure Skating reserves the right to review and approve the housing contract prior to signing.
Hotel Contracts. Schedule 5.01(d) lists all of the material Hotel Contracts, as amended from time to time, and the information noted therein is complete and correct in all respects. For purposes of this section, a material Hotel Contract is any contract that is not cancellable on 30 days’ notice or causes a financial commitment in excess of $25,000 in the aggregate for the term of the Hotel Contract. Any commissions relating to the Hotel Contracts have been paid in full except for such as are specifically identified on Schedule 5.01(d) and attributable to events occurring after Closing. All of the Hotel Contracts have been made either by Contributor or by Manager, as agent for Contributor. All of the Hotel Contracts are in full force and effect. Except as disclosed in Schedule 5.01(d), (i) there is no default under any Hotel Contract on the part of Contributor (or Manager) and (ii) to Contributor’s Knowledge, there is no default under any Hotel Contract on the part of the other party thereto. Contributor has provided true and correct copies of all Hotel Contracts to the Company. Except as specifically described in Schedule 5.01(c) or Schedule 5.01(d), neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement require the prior approval or consent of any Person.
Hotel Contracts. With respect to Hotel Contracts which are to be assumed by Purchaser (as set forth in Schedule ”E” annexed hereto and made a part hereof), unpaid amounts owing by the Seller under any Hotel Contracts relating to the supply of goods, equipment or services delivered or performed prior to the Closing Date shall be credited to the Purchaser.
