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. 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 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. 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. 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. All terms and conditions of the Hotel Contracts approved for assumption by Purchaser during the Inspection Period.
Hotel Contracts. Attached as Exhibit G is a list of all of the Hotel Contracts, including any Equipment Leases. If Seller has inadvertently omitted a Hotel Contract from Exhibit G, 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. Except as noted on Exhibit G, Seller has provided a true, accurate and complete copy of each such Hotel Contract to Purchaser. Seller has neither given nor received written notice of any default under any such 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 default of its obligations thereunder. Each Hotel Contract is in full force and effect with respect to Seller and, to Seller’s Knowledge, as to the other party thereto.
Hotel Contracts. Any amounts prepaid or payable under any Hotel Contracts shall be prorated as of the Cut Off Time, with Seller receiving 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 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. 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").
