Common use of Landlord’s Cooperation Clause in Contracts

Landlord’s Cooperation. (a) Landlord agrees upon request by Tenant to provide all information relevant to Landlord, its general partners, officers and directors, and to execute, and to cause its general partners, officers and directors to sign, promptly, and without charge, all applications (including all documents related thereto) for licenses, permits, instruments or other general approvals required to be submitted to any governmental authority that are necessary for the proper and successful conduct of Tenant's lawful business operations at any of the Hotels if and to the extent such execution and/or information by or from Landlord and/or any of its officers and directors is required by law, regulation or governmental practice in order for Tenant to obtain any such license, permit, instrument or other governmental approval; provided, however, that all costs and expenses associated therewith shall be the sole obligation of Tenant, and Tenant shall promptly pay and discharge the same, and provided further, that the proper execution of any such application shall not expose Landlord or any of its constituent partners to any personal liability. In all cases, Landlord shall have a reasonable amount of time to comply with Tenant's requests pursuant to this Section 1.3(a), Landlord and Tenant shall, in good faith, cooperate with each other in determining and complying with relevant governmental requirements, and Tenant shall afford Landlord every reasonable opportunity to question and challenge by appropriate administrative and/or judicial process any relevant governmental requirement so long as such challenge does not materially and adversely affect any material license, permit or governmental approval of Tenant. Tenant hereby agrees that it will fully indemnify, defend and save Landlord harmless from and against any and all costs, losses and expenses, including, without limitation, any and all legal fees and court costs incurred or suffered by Landlord as a result of its compliance with the obligations imposed upon Landlord under this Section 1.3 or as a result of Tenant's contest of the results of any such application to any governmental entity, except in the case of Landlord's fraud, willful misconduct or gross negligence. (b) If Landlord should fail to comply with the requirements of Section 1.3(a) above, and such failure should continue for more than thirty (30) days after Notice from Tenant to Landlord and the Senior Landlord's Mortgagee specifying the required cooperation and informing the recipients of such Notice that Tenant intends to act pursuant to this Section 1.3(b) if such cooperation is not provided (whether by action of Landlord or by action of the Senior Landlord's Mortgagee) within said thirty (30) day period and such failure results, or with reasonable certainty will result, in the denial, non-renewal or withdrawal of a material license, permit or governmental approval that will materially and adversely affect Tenant's business at such Hotel, then, in addition and not as a substitution for any remedies available to Tenant under Section 22.27 of this Lease, if such failure is not cured within such thirty (30) day period, Tenant shall have the right to terminate this Lease with respect to the affected Hotel by so notifying Landlord not later than the date which is sixty (60) days after the date of the aforesaid Notice. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel, but only such Hotel, for an amount equal to the Leasehold Purchase Price. Tenant shall not, by reason of exercising said right to terminate, be excluded from exercising any other right or remedy afforded to Tenant under Section 22.27 as a result of Landlord's breach of this Section 1.3. (c) Landlord may accept or reject Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel and closing of such purchase shall occur in accordance with the provisions of Article XXI. Upon such termination, Tenant shall pay to Landlord all Rent due through such date of termination, in addition to the Leasehold Purchase Price. Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (d) If Landlord rejects or is deemed to have rejected Tenant's irrevocable offer to purchase pursuant to Section 1.3(b), this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after delivery to Landlord of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4. (e) Landlord shall have the right at all times prior to either a closing date for any purchase under Section 1.3(c) or the termination date under Section 1.3(d), to cancel the right of Tenant to so purchase or terminate pursuant to said sections, by complying with the requirements of Section 1.3(a) in sufficient time and manner so that the subject license, permit or approval is obtained or reinstated by a date that is prior to the aforesaid closing date or termination date as the case may be.

Landlord’s Cooperation. (a) A. Landlord agrees upon request by Tenant to provide all information relevant to Landlord, its general partners, officers and directors, and to execute, and to cause its general partners, officers and directors to sign, promptly, and without charge, all applications (including all documents related thereto) for licenses, permits, instruments or other general approvals required to be submitted to any governmental authority that are necessary for the proper and successful conduct of Tenant's lawful business operations at any of the Hotels Premises if and to the extent such execution and/or information by or from Landlord and/or any of its officers and directors is required by law, regulation or governmental practice in order for Tenant to obtain any such license, permit, instrument or other governmental approval; provided, however, that all costs and expenses associated therewith shall be the sole obligation of Tenant, and Tenant shall promptly pay and discharge the same, and provided further, that the proper execution of any such application shall not expose Landlord or any of its constituent partners to any personal liability. In all cases, Landlord shall have a reasonable amount of time to comply with Tenant's requests pursuant to this Section 1.3(a)1.03A, Landlord and Tenant shall, in good faith, cooperate with each other in determining and complying with relevant governmental requirements, and Tenant shall afford Landlord every reasonable opportunity to question and challenge by appropriate administrative and/or judicial process any relevant governmental requirement so long as such challenge does not materially and adversely affect any material license, permit or governmental approval of Tenant. Tenant hereby agrees that it will fully indemnify, defend and save Landlord harmless from and against any and all costs, losses and expenses, including, without limitation, any and all legal fees and court costs incurred or suffered by Landlord as a result of its compliance with the obligations imposed upon Landlord under this Section 1.3 or as a result of Tenant's contest of the results of any such application to any governmental entity, 1.03 except in the case of Landlord's fraud, fraud or willful misconduct or gross negligencemisconduct. (b) B. If Landlord should fail to comply with the requirements of Section 1.3(a) 1.03A above, and such failure should continue for more than thirty (30) days after Notice from Tenant to Landlord and the Senior Landlord's Mortgagee specifying the required cooperation and informing the recipients of such Notice Landlord that Tenant intends to act pursuant to this Section 1.3(b) 1.03B if such cooperation is not provided (whether by action of Landlord or by action of the Senior Landlord's Mortgagee) within said thirty (30) day period and such failure results, or with reasonable certainty will result, in the denial, non-renewal or withdrawal of a material license, permit or governmental approval that will materially and adversely affect Tenant's business at such Hotelthe Premises, then, in addition and not as a substitution for any remedies available to Tenant under Section 22.27 24.24 of this Lease, if such failure is not cured within such thirty (30) day period, Tenant shall have the right to terminate this Lease with respect to the affected Hotel by so notifying Landlord not later than the date which is sixty (60) days after the date of the aforesaid Notice. If Tenant elects to exercise the right night described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel, but only such Hotel, the Premises for an amount equal to the Leasehold Purchase Price. Tenant shall not, by reason of exercising said right to terminate, be excluded from exercising any other right or remedy afforded to Tenant under Section 22.27 as a result of Landlord's breach of this Section 1.3. (c) C. Landlord may accept or reject Tenant's irrevocable offer to purchase such Hotel the Premises by sending Tenant a Notice of rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to purchase such Hotelthe Premises, Landlord shall be deemed to have rejected accepted such offer. If Landlord accepts or is deemed to have accepted Tenant's offer to purchase, this the Lease shall terminate with respect to such Hotel and closing of such purchase shall occur in accordance with the provisions of Article XXI21. Upon such termination, Tenant shall pay to Landlord all Rent Rental due through such date of termination, in addition to the Leasehold Purchase Price. Landlord termination landlord shall convey such Hotel the Premises to Tenant in accordance with the provisions of Article XXISection 21.01. (d) D. If Landlord rejects or is deemed to have rejected Tenant's irrevocable offer to purchase pursuant to Section 1.3(b)1.03B, this Lease shall terminate with respect to such Hotel on a Base Rent Minimum Rental payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after delivery to Landlord of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, Tenant shall vacate such Hotel the Premises in accordance with the provisions of Section 3.43.04. (e) E. Landlord shall have the right at all times prior to either a closing date for any purchase under Section 1.3(c) 1.03C or the termination date under Section 1.3(d)1.03D, to cancel the right of Tenant to so purchase or terminate pursuant to said sections, by complying with the requirements of Section 1.3(a) 1.03A in sufficient time and manner so that the subject license, permit or approval is obtained or reinstated by a date that is prior to the aforesaid closing date or termination date as the case may be.. END OF ARTICLE 1