Hotel Management Agreement Sample Clauses

Hotel Management Agreement. A hotel management agreement in the form agreed to by Hotel Manager and Lessee JV (the "New Management Agreement"), duly executed by Hotel Manager and Lessee JV; Lessee JV shall use commercially reasonable, good faith, efforts to agree to such form no later than the initial scheduled Closing Date;

Hotel Management Agreement. (i) Cause Master Tenant to amend, modify or terminate the Hotel Management Agreement, or enter into, amend, modify or terminate any replacement thereof, in each case to the extent Managing Member on behalf of the Company and any of its Subsidiaries has the right and ability to cause Master Tenant to do so. (ii) Cause Master Tenant to enforce or knowingly waive any material rights under, the Hotel Management Agreement, or enforce or knowingly waive any material rights under, any replacement thereof, in each case to the extent Managing Member on behalf of the Company and any of its Subsidiaries has the right and ability to cause Master Tenant to do so. (iii) Cause Master Tenant to approve any annual operating or capital budget, or any amendment thereto, under the Hotel Management Agreement, except to the extent such budget has already been approved by the Members in accordance with this Agreement.

Hotel Management Agreement. During the term of the Hotel Management Agreement, the Members acknowledge that Hotel Manager will manage and operate the Hotel pursuant to the Hotel Management Agreement. Accordingly, Manager’s ability to have Manager and/or Master Tenant control or supervise the Hotel Manager may be limited to the consent and approval and other rights of the Master Tenant under the Hotel Management Agreement.

Hotel Management Agreement. Execute a new hotel management agreement with Chartwell, the current manager of the Hotel, on terms to be agreed upon by the Buyer and Seller within the Due Diligence Period and which shall eventually be attached hereto as Exhibit 5(b)(iv).

Hotel Management Agreement. (1) Borrower shall (i) perform and observe in all material respects all of its covenants and agreements contained in the Hotel Management Agreement to which it is a party; (ii) take all reasonable and necessary action to prevent the termination of the Hotel Management Agreement in accordance with the terms thereof or otherwise; (iii) enforce each material covenant or obligation of the Hotel Management Agreement in accordance with its terms; (iv) promptly give the Administrative Agent copies of any default or other material notices given by or on behalf of Borrower or received by or on behalf of Borrower from the Hotel Manager; and (v) take all such action to achieve the purposes described in clauses (i), (ii) and (iii) of this Section 9.20 as may from time to time be reasonably requested by the Administrative Agent; provided, however, that Borrower shall be permitted, upon the Administrative Agent’s reasonable approval, to contest the validity or applicability of any requirement under the Hotel Management Agreement. (2) Borrower shall not, without the Administrative Agent’s prior consent (i) take any action to (A) cancel or terminate the Hotel Management Agreement, (B) replace the Hotel Manager or (C) appoint a new hotel manager; (ii) sell, assign, pledge, transfer, mortgage, hypothecate or otherwise dispose of (by operation of law or otherwise) or encumber any part of its interest in the Hotel Management Agreement; (iii) waive any material default under or breach of any material provisions of the Hotel Management Agreement or waive, fail to enforce, forgive or release any material right, interest or entitlement, howsoever arising, under or in respect of any material provisions of the Hotel Management Agreement or vary or agree to the variation in any material way of any material provisions of the Hotel Management Agreement or of the performance of the Hotel Manager under the Hotel Management Agreement; (iv) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend the Hotel Management Agreement. (3) Any change in day-to-day management and control of the Hotel Manager shall be cause for Administrative Agent to re-approve such Hotel Manager and Hotel Management Agreement. If at any time the Administrative Agent consents to the appointment of a new hotel manager, such new manager and Borrower shall, as a condition of Administrative Agent’s consent, execute a Hotel Manager’s ...

Hotel Management Agreement. Except for the Hotel Management Agreement, no property management agreements are in effect with respect to the Property. The Hotel Management Agreement is in full force and effect. True, correct and complete copies of the Hotel Management Agreement and all amendments, modifications and supplements thereto have been made available to the Operating Partnership. No breach or default by the Contributor and/or the Property Owner, or to Contributor’s and the Property Owner’s knowledge, by Starwood, has occurred and is continuing under the Hotel Management Agreement, and to Contributor’s and the Property Owner’s knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice (or both) would constitute a breach or default under the Hotel Management Agreement. Neither the Contributor nor the Property Owner has received or given written notice of a breach or default under the Hotel Management Agreement, which remains uncured.

Hotel Management Agreement. The Property is subject to a Hotel Management Agreement (as amended, the "Hotel Management Agreement") dated as of March 1, 2008 by and between Seller and Oak Hotels, Inc. (“Manager”). The Hotel Management Agreement will be terminated as of the Closing Date.

Hotel Management Agreement. The Property is subject to a Hotel Management Agreement (as amended, the "Hotel Management Agreement") dated as of March 1, 2008 by and between Seller and Oak Hotels, Inc. (“Manager”). The Hotel Management Agreement will be terminated as of the Closing Date. Seller shall indemnify and hold harmless Buyer and its successors or assigns from any and all claims, liabilities, damages and costs, including reasonable attorneys’ fees, arising from or relating to the Hotel Management Agreement. This indemnification obligation of Seller shall survive Closing or any termination of this Agreement.

Hotel Management Agreement. Unless otherwise consented to by the Port, the JEPA or the City in writing, the Convention Center shall be operated and managed by the Hotel Operator pursuant to the terms of a Hotel Management Agreement.

Hotel Management Agreement. Upon Closing, Buyer shall assume the obligations of Seller under the Hotel Management Agreement accruing on and after the Closing Date, strictly in accordance with and subject to the terms and conditions of the Hotel Management Agreement and pursuant to the Assignment of Hotel Management Agreement.