Hotel Documents Sample Clauses

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Hotel Documents. Borrower shall timely perform and comply with all of its obligations under the Hotel Documents and all other agreements with Hotel Operator, Starwood Hotels & Resorts Worldwide, Inc., and their affiliates with respect to the Hotel, and shall keep all such agreements in full force and effect. Borrower shall not modify, amend or terminate any such agreements without Lender’s prior written consent, to be given in its reasonable discretion.
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Hotel Documents. Within 30 days of Administrative Agent's request, Borrower shall deliver to Administrative Agent Hotel Documents (to the extent not already delivered) for any Hotel indicated by Administrative Agent.
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Hotel Documents. (a) As soon as practicable but in no event later than December 20, 1996, Seller, at Seller's sole cost and expense, will deliver to Purchaser true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (i) All Licenses; (ii) All Service Contracts and a schedule of such Service Contracts (the "Schedule of Service Contracts"); (iii) All Leases (other than guest or room booking and reservation contracts), a schedule of such Leases (the "Schedule of Leases") and all agreements for real estate commissions, brokerage fees, finder's fees or other compensation payable by Seller in connection therewith which would be binding on Purchaser after Closing; (iv) A list of all current Hotel employees and their salaries or wages and a general description of the employment benefits available to the employees as a group, and copies of all employment agreements and/or union contracts, if any; (v) The Franchise Agreement and a current deficiency report and the two most recent inspection reports of the franchiser of the Hotel; (b) As soon as practicable but in no event later than December 27, 1996, Seller, at Seller's sole cost and expense, will deliver to Purchaser true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (i) All Warranties relating to the Hotel or any part thereof which are still in effect; (ii) To the extent in Seller's possession and without any requirement to compile any new statements, financial statements, balance sheets, income statements, general ledgers (provided, however, that Seller shall not be required to deliver copies of general ledgers to Purchaser but Seller shall allow Purchaser and Purchaser's representatives reasonable access to on-site copies of such general ledgers), budgets and Federal and State income tax returns for the Hotel, for the current year to date and each of the five (5) years prior to the year of this Agreement (the "Financial Statements"), including the itemization of A. annual insurance premiums for each such year for fire, extended coverage, workers' compensation, vandalism and malicious mischief, general liability, business interruption, rents and other forms of insurance shown thereon; B. expenses incurred for water, electricity, natural gas, sewer and other utility charges; C. total rents and revenues collected from tenants and from hotel guests and other patrons of the Hotel; D. m...
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Hotel Documents. As soon as practicable but in no event later than --------------- seven (7) days after the execution hereof, Sellers, at Sellers' sole cost and expense, will deliver to Purchaser true, correct and complete copies (or where specifically indicated, original counterparts) of the following, together with all amendments, modifications, renewals or extensions thereof: (i) All Warranties relating to the Hotel or any part thereof which are still in effect; (ii) Financial statements, balance sheets, income statements, general ledgers, budgets and Federal and State income tax returns and other records and financial information relating to the Partnership and the Hotel, for the current year to date and the prior years 1995 and 1994 (but only from the period beginning December 6 through and ending December 31 of the 1994 year) and, with respect to the Hotel, Sellers shall use best efforts (which shall not require Sellers to bring any actions or incur more than a de minimis amount of expense) to obtain auditable historical -- ------- financial records and information for years prior to 1995 from the prior owner of the Hotel in compliance with the SEC's (as defined in Section 9.9 hereof) reporting requirements (collectively, the "Financial Statements"). With respect to the Hotel, such Financial Statements shall include the itemization of (1) annual insurance premiums for each such year for fire, extended coverage, workers' compensation, vandalism and malicious mischief, general liability, business interruption, rents and other forms of insurance shown thereon; (2) expenses incurred for water, electricity,
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Hotel Documents. As soon as practicable but in no event later --------------- than January 15, 1997, Seller, at Seller's sole cost and expense, will deliver to Purchaser true, correct and complete copies (or where specifically indicated, original counterparts) of the following, together with all amendments, modifications, renewals or extensions thereof, provided that Seller shall only be obligated to deliver same (and/or prepare/update Schedules and Exhibits with respect to same) to the extent that same are in the possession or control of ACQ and not Manager: (i) All Warranties relating to the Hotel or any part thereof which are still in effect; (ii) Financial statements, balance sheets, income statements, general ledgers, budgets and Federal and State income tax returns for the Hotel, for the current year to date and each of the two (2) years prior to the year of this Agreement (the "FINANCIAL STATEMENTS"), including the -------------------- itemization of (1) annual insurance premiums for each such year for fire, extended coverage, workers' compensation, vandalism and malicious mischief, general liability, business interruption, rents and other forms of insurance shown thereon; (2) expenses incurred for water, electricity, natural gas, sewer and other utility charges; (3) total rents and revenues collected from tenants and from hotel guests and other patrons of the Hotel; (4) management fees; (5) maintenance, repairs and other expenses relating to the management and operation of the Hotel; (6) historical occupancy statistics for the Hotel; and
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Hotel Documents. (a) The Credit Parties will duly perform and comply, and cause each Master Tenant to perform and comply, with all of the terms and conditions of the Hotel Documents in all material respects. The Credit Parties will promptly notify the Administrative Agent in writing upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a written notice from any franchisor or any of its agents or Affiliates which has the potential to result in a termination or cancellation of any of the Hotel Documents. Without limiting the foregoing: (b) Except as provided for herein, the Credit Parties and/or each Master Tenant shall maintain each Hotel Document, as applicable, in full force and effect, and shall, in a timely manner, take all commercially reasonable action necessary to preserve the rights of Fee Owner and Operating Tenant, and their respective successors and assigns, thereunder, and pay all amounts due thereunder, subject to a good faith right of contest. (c) The Credit Parties and/or each Master Tenant’s respective interests in the Management Agreement, the Hotel Lease and the Franchise Agreement shall not be subject to any claim, setoff, or encumbrance, other than pursuant to a Security Document or, in the case of a Master Tenant, the related Master Lease, Assignment of Leases and Rents and Security Agreement. (d) No action by Agent shall constitute any assumption by Agent of any obligations under the Management Agreement, the Hotel Lease or the Franchise Agreement unless the Agent specifically assumes same in writing; and Borrower shall continue to be liable for any and all respective obligations of the applicable party thereunder. Except if caused by Agent’s or any Lender’s gross negligence or willful misconduct, Borrower hereby agrees to indemnify and hold Administrative Agent and each Lender harmless against and from any actual out-of-pocket loss, cost, liability or expense (including, but not limited to, reasonable attorneys’ fees) incurred by Agent and any Lender and resulting from any failure of a Credit Party or Master Tenant to perform any and all of its respective obligations under the Management Agreement, the Hotel Lease or the Franchise Agreement. (e) During the existence of an Event of Default, Agent shall have the right (but shall have no obligation) to take, in its name or in the name of a Mortgaged Property Owner and/or Master Tenant, such action as Agent may at any time reasonably determine to be necessary o...
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Hotel Documents. As soon as practicable but in no event later than ten (10) days after the execution hereof, Seller, at Seller's sole cost and expense, will, to the extent not heretofore delivered to Purchaser pursuant to the Agreement and Plan of Merger dated as of July 21, 1997 by and among Purchaser, WHC Acquisition Corporation, and ClubHouse Hotels, Inc., Davi▇ ▇. ▇▇▇▇ ▇▇▇ Rola▇▇ ▇. ▇▇▇ples (the "Merger Agreement"), deliver to Purchaser true, correct and complete copies (or where specifically indicated, original counterparts) of the following, together with all amendments, modifications, renewals or extensions thereof: (i) All Warranties relating to the Hotel or any part thereof which are still in effect; (ii) [DELETED] (iii) All Licenses; (iv) [DELETED] (v) To the extent in Seller's possession or control or readily obtainable without material expense, all engineering and architectural plans, drawings and specifications relating to the Hotel, as well as copies of any environmental reports, boundary and/or improvements surveys, engineering reports and subsurface studies affecting the Hotel. (vi) All Services Contracts and a schedule of such Service Contracts including, without limitation, a schedule of media and advertising commitments and programs (the "Schedule of Service Contracts"); (vii) All Leases, a schedule of such Leases (the "Schedule of Leases") and all agreements for real estate commissions, brokerage fees, finder's fees or other compensation payable by Seller in connection therewith which would be binding on Purchaser after Closing;
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  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

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