Hotel Contracts Clause Samples
A Hotel Contracts clause defines the terms and conditions governing agreements between a hotel and another party, such as an event organizer or guest. This clause typically outlines details like room rates, reservation requirements, payment schedules, cancellation policies, and responsibilities for damages or additional services. By clearly specifying these terms, the clause helps prevent misunderstandings, allocates risk, and ensures both parties are aware of their obligations, thereby facilitating smooth business transactions and event planning.
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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. 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 parties acknowledge and agree that this Contract is being entered into in connection with the Hampton Inn Contract and the Candlewood Suites Contract (the “Other Hotel Contracts”). 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 Contracts with the Closing of the Property under this Contract.
Hotel Contracts. Purchaser agrees to assume all obligations under all Contracts and Bookings; provided, however, that Purchaser shall not assume those Contracts (the “Terminated Contracts”) as to which Purchaser, prior to the expiration of the Due Diligence Period, has requested to be terminated at Closing. Notwithstanding the foregoing, Purchaser shall not be required to assume at Closing any Contracts which require consent to assignment which consent has not been obtained by the Closing Date (provided that Seller shall use commercially reasonable efforts to obtain any required consents or satisfy any other requirements in connection with the assignment and assumption of all Contracts). In no event shall Purchaser be required to pay any fees, costs and expenses incurred in connection with the assignment and assumption of the Contracts or the termination of any Terminated Contracts. Seller shall use commercially reasonable efforts, at its sole cost and expense, to deliver to the other party to any Terminated Contract, a written notice of termination at least thirty (30) days prior to Closing, but in no event earlier than Purchaser’s notice containing the list of Terminated Contracts. The provisions of this Section 4.3 shall survive the Closing.
Hotel Contracts. All assignable service contracts, maintenance contracts, purchase orders, leases, and other contracts or agreements, including equipment leases capitalized for accounting purposes, booking and reservation agreements (credit card service agreements, and any amendments thereto and including all deposits made thereunder, with respect to the ownership, maintenance, operation, provisioning, or equipping of the Hotel, or any of the Property, as well as written warranties and guaranties relating thereto, if any, including, but not limited to, those relating to heating and cooling equipment and/or mechanical equipment including, without limitation, those listed on Exhibit C-5, but exclusive, however, of (i) insurance policies, (ii) the Bookings (iii) the Collective Bargaining Agreements, (iv) the Employee Benefit Plans; and (v) the Space Leases (collectively, the "HOTEL CONTRACTS").
Hotel Contracts. To Seller’s knowledge:
(i) all Hotel Contracts in effect on the Effective Date are accurately identified on Exhibit C and none of the Hotel Contracts has been amended, modified or supplemented in any way other than as reflected on Exhibit C;
(ii) except as set forth on Exhibit C, there exists no circumstance or state of facts that constitutes a material uncured default by Seller under, or by the other party to, any Hotel Contract, or that would, with the passage of time or the giving of notice, or both, constitute such a material default; and
(iii) no other party to a Hotel Contract has given written notice to Seller of any defenses, set-offs or claims in connection with any of the Hotel Contracts other than as set forth on Exhibit C.
Hotel Contracts. Exhibit “C” identifies all Hotel Contracts in effect on the Effective Date and to Seller’s knowledge the information noted therein is complete and correct in all material respects. Seller has provided to Purchaser true and correct copies of all Hotel Contracts shown on Exhibit “C”. None of the Hotel Contracts delivered by Seller to Purchaser has been amended, modified or supplemented in any way since Seller’s delivery to Purchaser thereof and the same are in full force and effect. In the event a Hotel Contract is discovered after the Effective Date that is not listed on Exhibit “C”, the discovery shall not constitute a breach of representation by Seller (unless Seller intentionally failed to disclose the Hotel Contract), but Purchaser shall not be required to assume that Hotel Contract unless Purchaser elects to do so. To Seller’s knowledge, there exists no circumstance or state of facts that constitutes a default by Operating Lessee under, or by the other party to, any 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 a Hotel Contract has given written notice to Seller or Operating Lessee of any defenses, set-offs or claims in connection with any of the Hotel Contracts.
Hotel Contracts. All fees and charges under the Hotel Contracts assigned or transferred to Buyer (including prepaid fees or charges) shall be prorated among the parties hereto, provided, however, that Buyer shall be solely responsible for any fees, if any, imposed by either Franchisor in connection with the assignment of their respective Franchise Agreement or the termination thereof.