Hotel Matters. Purchaser shall receive a credit for: (i) deposits and other advance payments, if any, under Bookings for Hotel facilities for the period after Closing that remain in effect as of Closing; (ii) commissions due to travel agencies, online travel agencies, credit and referral organizations for any Bookings related to the period prior to Closing and (iii) all outstanding gift certificates, vouchers, trade-outs and similar items for free or discounted use of any of the Hotel rooms or other activities or services (collectively, “Vouchers”) issued specifically for use at the Hotel, in an amount equal to (A) twenty percent (20%) of the face value thereof (where a face value exists) if such Voucher was sold as a gift card or gift certificate from January 1, 2013 through the Closing Date, (B) five percent (5%) of the face value thereof (where a face value exists) if such Voucher was sold as a gift card or gift certificate from January 1, 2011 through December 31, 2011, or (C) two percent (2%) of the face value thereof (where a face value exists) if such Voucher was sold as a gift card or gift certificate from January 1, 2010 through December 31, 2010. To the extent a Voucher does not include a face value, such Voucher will be valued pursuant to Exhibit U attached hereto. Seller shall receive a credit for (x) coin machine, telephone, washroom and checkroom income relating to the period prior to the Cut Off Time and (y) commissions paid by Seller to any travel agencies, online travel agencies, or other referral organization prior to Closing with respect to any Bookings related to the period after Closing. Purchaser shall assume all ordinary course purchase orders for Consumables and Inventory to be delivered after Closing and credit Seller for any prepayments thereunder.
Hotel Matters. Purchaser shall receive a credit for: (i) advance payments, if any, under Bookings for Hotel facilities and, (ii) commissions due to credit and referral organizations. Seller shall receive a credit for coin machine, telephone, washroom, and checkroom income relating to the period pre-Closing.
Hotel Matters. (a) Except with respect to the Franchise Agreement, the Property is not subject to any Hotel Operating Agreements. The Franchise Agreement has not been amended, restated, supplemented or otherwise modified, is in full force and effect and there is no default thereunder by any party thereto and, to Borrower’s knowledge, no event has occurred that, with the passage of time and/or giving of notice, would constitute a default thereunder.
(b) Except for the Scheduled PIP, there is currently no PIP or other similar requirement imposed under the Franchise Agreement.
(c) The Property is not subject to equipment leases or any other similar leases or agreements, other than Permitted Equipment Leases.
(d) Borrower owns or has the right to use, pursuant to the Franchise Agreement, all patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights (collectively, the “Intellectual Property”) necessary to the conduct of its businesses as currently conducted, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, or other proprietary right of any other Person. To Borrower’s knowledge, all such Intellectual Property is fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filing or issuances. No material claim has been asserted by any Person against Borrower with respect to the use of any such Intellectual Property, or challenging or questioning the validity or effectiveness of any such Intellectual Property. Other than pursuant to the Franchise Agreements, Borrower (i) does not have or hold any Intellectual Property or (ii) is not the registered holder of any website.
(e) There are no: (i) collective bargaining agreements and/or other labor agreements to which Borrower or the Property, or any portion thereof, is a party or by which either is or may be bound; (ii) employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, welfare, or incentive plans and/or contracts to which Borrower is a party or by which Borrower is or may be bound; or (iii) plans and/or agreements under which “fringe benefits” (including, but not limited to, vacation plans or programs, and related or similar dental or medical plans or programs, and related or similar benefits) are afforded to employees of Borrower. Borrower has not v...
Hotel Matters. (a) The Properties are not subject to equipment leases or any other similar leases or agreements, except for Permitted Equipment Leases, SRO Arrangements and the Operating Leases.
(b) Mortgage Borrower has the right to use all patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights (collectively, the “Intellectual Property”) necessary to the conduct of its businesses, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, or other proprietary right of any other Person. To Borrower’s knowledge, all such Intellectual Property is fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filing or issuances. To Borrower’s knowledge, no material claim has been asserted by any Person with respect to the use of any such Intellectual Property, or challenging or questioning the validity or effectiveness of any such Intellectual Property.
(c) There are no: (i) collective bargaining agreements and/or other labor agreements to which Mortgage Borrower is a party or to which Mortgage Borrower may be bound except as set forth on Schedule XXII; (ii) except as set forth on Schedule XXII hereof, collective bargaining agreements and/or other labor agreements to which the Properties, or any portion thereof, is bound, (iii) employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, welfare, or incentive plans and/or contracts to which Mortgage Borrower or the Properties, or any portion thereof is a party, or by which either is or may be bound; or (iv) plans and/or agreements under which “fringe benefits” (including, but not limited to, vacation plans or programs, and related or similar dental or medical plans or programs, and related or similar benefits) are afforded to employees of Mortgage Borrower or the Properties, or any portion thereof. To Borrower’s knowledge, neither Mortgage Borrower nor Borrower has violated any material aspects of applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate Governmental Authorities. To Borrower’s knowledge, (i) neither Mortgage Borrower nor Borrower has violated any material provisions of applicable l...
Hotel Matters. The Hotel Management Agreement is in full force and effect and to Borrower’s knowledge, there is no event of default thereunder (beyond all applicable notice and cure periods) by any party thereto and, no event has occurred that, with the passage of time and/or giving of notice, would constitute an event of default thereunder. As of the date hereof, no management fees under the Hotel Management Agreement are due and payable and now delinquent, and neither Mortgage Borrower nor Hotel Lessee, as of the Closing Date, has any obligations to undertake any capital improvement projects with respect to the Property or otherwise upgrade or alter the Property in any material respect in order to comply with any obligations under the Hotel Management Agreement (in connection with a “property improvement plan” under the Hotel Management Agreement or otherwise). The Hotel Management Agreement represents the full and complete terms and provisions of the contracts entered into between the Hotel Manager and Hotel Lessee (as successor-in-interest to Mortgage Borrower) which are in effect as of the date hereof, and there are no other amendments, modifications, or other agreements relating thereto. There are no management or similar agreements affecting the Hotel Unit other than the Hotel Management Agreement, and there are no other fee or payment arrangements in connection with the management rights for the Hotel Unit except as set forth in the Hotel Management Agreement.
Hotel Matters. Purchaser shall receive a credit for: (i) advance payments, if any, under Bookings for Hotel facilities that remain in effect as of Closing; (ii) a prorata share, based on the period each party owned or will own the Hotel, of any upfront fees or payments made to Seller or the Hotel pursuant to an agreement for audio-visual services at the Hotel, based on the remaining term of any such agreement and (iii) commissions due to credit and referral organizations for any Bookings related to the period prior to Closing. Seller shall receive a credit for (x) coin machine, telephone, washroom and checkroom income relating to the period prior to the Cut-Off Time and (y) commissions paid by Seller to any travel agent or other referral organization prior to Closing with respect to any Bookings related to the period after Closing. Purchaser shall assume all ordinary course purchase orders for Consumables and Inventory to be delivered after Closing and credit Seller for any prepayments thereunder.
Hotel Matters. Purchaser shall receive a credit for: (i) deposits and other advance payments, if any, under Bookings for Hotel facilities for the period after Closing that remain in effect as of Closing; (ii) commissions due to travel agencies, online travel agencies, credit and referral organizations for any Bookings related to the period prior to Closing and (iii) all outstanding gift certificates, vouchers, trade-outs and similar items for free or discounted use of any of the Hotel rooms or other activities or services (collectively, “Vouchers”) issued specifically for use at the Hotel, in an amount equal to one hundred percent (100%) of the face value thereof if such Voucher was sold as a gift card or gift certificate. Seller shall receive a credit for (x) coin machine, telephone, washroom and checkroom income relating to the period prior to the Cut Off Time and (y) commissions paid by Seller to any travel agencies, online travel agencies, or other referral organization prior to Closing with respect to any Bookings related to the period after Closing. Purchaser shall assume all ordinary course purchase orders for Consumables and Inventory to be delivered after Closing and credit Seller for any prepayments thereunder.
Hotel Matters. (a) The Company has, except as set forth in Section 3.26(a) of the Company Disclosure Letter, timely and correctly accounted for any and all customer deposits and any and all guest related charge backs in all material respects, pursuant to the laws of the applicable jurisdiction.
(b) Section 3.26(b) of the Company Disclosure Letter sets forth a correct and complete listing of any advance reservations for guest rooms in the Company Properties as of the dates specified therein (collectively, "Advance Reservation Information").
Hotel Matters. (a) Borrower has delivered to Lender correct and complete copies of any existing Equipment Leases affecting the Property. Any such Equipment Leases (i) were entered into on commercially reasonable terms as and conditions in the ordinary course of Borrower’s or Operating Lessee’s business and (ii) relate to Personal Property which is (A) used in connection with the operation and maintenance of the Property in the ordinary course of Borrower’s or Operating Lessee’s business and (B) readily replaceable without material interference or interruption to the operation of the Property.
(b) Borrower and/or Operating Lessee own all of the furnishings, fixtures and equipment necessary to operate the Property as a full service or select service hotel, as the case may be, other than such furnishing, fixtures and equipment which are subject to Permitted Equipment Leases.
Hotel Matters. Purchaser shall receive a credit for: (i) advance payments or deposits, if any, made pursuant to any Bookings, and (ii) all outstanding “gift certificates” or other commitments issued for any use of the Hotel facilities including, without limitation, rooms and food and beverage and any commitments made for the free use of any Hotel facilities (in an amount equal to the face value thereof, if known, or if not, in an amount equal to the average daily rate for the twelve (12) month period preceding the Closing Date). Seller shall receive a credit for coin machine, telephone, washroom, and checkroom income relating to the period prior to the Cut-off Time.
