INTERIM ACTIVITIES. During the period from the Execution Date through the Close of Escrow, Seller shall (subject to the provisions of the Interim Management Agreement if entered into in accordance with the provisions of this Agreement) cause the Property to be continued to be operated in ordinary course as a hotel consistent with current operating practices during the period since Manager has been manager of the Hotel. Buyer shall have the right to enter onto and inspect the Property, from and after the date hereof, through the Closing Date to inspect the Property and otherwise perform its due diligence provided such inspections are performed upon prior notice to Seller and so as not to interfere with the operation of the Property or to disclose the pendency of the transaction contemplated hereby. All fees and expenses of any kind relating to the inspection of the Property by Buyer will be paid for by Buyer. Buyer agrees to keep the Property free from any liens arising out of or in connection with Buyer's or its agents entry or the Property. Buyer shall at its sole cost and expense, clean up and repair the Property as reasonably necessary after Buyer's or its agents entry thereon. Buyer shall hold harmless, indemnify and defend Seller from all Losses relating to any action by Buyer, its Affiliates and/or agents at or on the Property prior to Closing. Any of Buyer's agents shall be bound by the provisions of SECTION 17.19.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD), Purchase and Sale Agreement (Starwood Hotel & Resorts Worldwide Inc), Purchase and Sale Agreement and Joint Escrow Instructions (Starwood Hotel & Resorts Worldwide Inc)
INTERIM ACTIVITIES. During the period from the Execution Date through the Close of Escrow, Seller shall (subject to the provisions of the Interim Management Agreement if entered into in accordance with the provisions of this Agreement) cause the Property to be continued to be operated in ordinary course as a hotel consistent with current operating practices during the period since Manager has been manager of the Hotel. Buyer shall have the right to enter onto and inspect the Property, from and after the date hereof, through the Closing Date to inspect the Property and otherwise perform its due diligence provided such inspections are performed upon prior notice to Seller and so as not to interfere with the operation of the Property or to disclose the pendency of the transaction contemplated hereby. All fees and expenses of any kind relating to the inspection of the Property by Buyer will be paid for by Buyer. Buyer agrees to keep the Property free from any liens arising out of or in connection with Buyer's or its agents entry or the Property. Buyer shall at its sole cost and expense, clean up and repair the Property as reasonably necessary after Buyer's or its agents entry thereon. Buyer shall hold harmless, indemnify and defend Seller from all Losses relating to any action by Buyer, its Affiliates and/or agents at or on the Property prior to Closing. Any of Buyer's agents shall be bound by the provisions of SECTION Section 17.19.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD), Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD)
INTERIM ACTIVITIES. During the period from the Execution Date through the Close of Escrow, Seller shall (subject to the provisions of the Interim Management Agreement if entered into in accordance with the provisions of this Agreement) cause the Property to be continued to be operated in ordinary course as a hotel consistent with current operating practices during the period since Manager has been manager of the Hotel. Buyer shall have the right to enter onto and inspect the Property, from and after the date hereof, through the Closing Date to inspect the Property and otherwise perform its due diligence provided such inspections are performed upon prior notice to Seller and so as not to interfere with the operation of the Property or to disclose the pendency of the transaction contemplated hereby. All fees and expenses of any kind relating to the inspection of the Property by Buyer will be paid for by Buyer. Buyer agrees to keep the Property free from any liens arising out of or in connection with Buyer's or its agents entry or the Property. Buyer shall at its sole cost and expense, clean up and repair the Property as reasonably necessary after Buyer's or its agents entry thereon. Buyer shall hold harmless, indemnify and defend Seller from all Losses relating to any action by Buyer, its Affiliates and/or agents at or on the Property prior to Closing. Any of Buyer's agents shall be bound by the provisions of Section 17.19. SECTION 17.19.9
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD)
INTERIM ACTIVITIES. During the period from the Execution Date through the Close of Escrow, Seller shall (subject to the provisions of the Interim Management Agreement if entered into in accordance with the provisions of this Agreement) cause the Property to be continued to be operated in ordinary course as a hotel consistent with current operating practices during the period since Manager has been manager of the Hotel. Buyer shall have the right to enter onto and inspect the Property, from and after the date hereof, through the Closing Date to inspect the Property and otherwise perform its due diligence provided such inspections are performed upon prior notice to Seller and so as not to interfere with the operation of the Property or to disclose the pendency 32 of the transaction contemplated hereby. All fees and expenses of any kind relating to the inspection of the Property by Buyer will be paid for by Buyer. Buyer agrees to keep the Property free from any liens arising out of or in connection with Buyer's or its agents entry or the Property. Buyer shall at its sole cost and expense, clean up and repair the Property as reasonably necessary after Buyer's or its agents entry thereon. Buyer shall hold harmless, indemnify and defend Seller from all Losses relating to any action by Buyer, its Affiliates and/or agents at or on the Property prior to Closing. Any of Buyer's agents shall be bound by the provisions of SECTION 17.19.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Starwood Hotel & Resorts Worldwide Inc)