Common use of Litigation and Related Matters Clause in Contracts

Litigation and Related Matters. (a) Except as set forth in Schedule 5.8, there is no pending Legal Proceeding that has been commenced by or against any Interest Holder or related to the Property other than routine litigation related to the operations of a Hotel which is covered by insurance, and, to the Seller’s Knowledge, no Legal Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Legal Proceeding. The Seller has made available to the Buyer copies of all pleadings, correspondence, and other documents relating to each Legal Proceeding set forth in Schedule 5.8. (b) Except as set forth in Schedule 5.8, and with the further exception that, with respect to the operations of any Hotel, the following representations are made to the Seller’s Knowledge only: (i) there is no Order to which any Interest Holder, any of the assets owned or used by any Target, is subject; (ii) no Interest Holder is subject to any Order that relates to the business or Property of any Interest Holder; and (iii) no officer, director, manager, managing member, trustee, partner, agent, or employee of any Target who is not under the control of the Buyer is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, or practice relating to the business of any Target. (c) Except as set forth in Schedule 5.8, and with the further exception that, with respect to the operations of any Hotel, the following representations are made to the Seller’s Knowledge only: (i) each Target and Interest Holder is in compliance in all material respects with the terms and requirements of each Order to which it is subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply, in any material respect, by an Interest Holder with the terms or requirements of any Order to which it is subject; and (iii) no Interest Holder has received any written notice from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with the terms and requirements of any Order to which it is subject.

Litigation and Related Matters. (a) Except as set forth in Schedule 5.85.8 of the CTF Agreement, there is no pending Legal Proceeding that has been commenced by or against any Interest Holder or related to the Property other than routine litigation related to the operations of a Hotel which is covered by insurance, and, to the SellerCTF’s Knowledge, no Legal Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Legal Proceeding. The Seller CTF has made available to the Buyer Marriott copies of all pleadings, correspondence, and other documents relating to each Legal Proceeding set forth in Schedule 5.85.8 of the CTF Agreement. (b) Except as set forth in Schedule 5.85.8 of the CTF Agreement, and with the further exception that, with respect to the operations of any Hotel, the following representations are made to the SellerCTF’s Knowledge only: (i) there is no Order to which any Interest Holder, any of the assets owned or used by any Target, is subject; (ii) no Interest Holder is subject to any Order that relates to the business or Property of any Interest Holder; and (iii) no officer, director, manager, managing member, trustee, partner, agent, or employee of any Target who is not under the control of the Buyer Marriott is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, or practice relating to the business of any Target. (c) Except as set forth in Schedule 5.8, 5.8 of the CTF Agreement and with the further exception that, that with respect to the operations of any Hotel, Hotel the following representations are made to the SellerCTF’s Knowledge only:. (i) each Target and Interest Holder is in compliance in all material respects with the terms and requirements of each Order to which it is subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply, in any material respect, respect by an Interest Holder Holder, with the terms or requirements of any Order to which it is subject; and (iii) no Interest Holder has received any written notice from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with the terms and requirements of any Order to which it is subject.

Litigation and Related Matters. (a) Except as set forth in Schedule 5.85.8 of the CTF Agreement, there is no pending Legal Proceeding that has been commenced by or against any Interest Holder or related to the Property other than routine litigation related to the operations of a Hotel which is covered by insurance, and, to the SellerCTF’s Knowledge, no Legal Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Legal Proceeding. The Seller CTF has made available to the Buyer Marriott copies of all pleadings, correspondence, and other documents relating to each Legal Proceeding set forth in Schedule 5.85.8 of the CTF Agreement. (b) Except as set forth in Schedule 5.85.8 of the CTF Agreement, and with the further exception that, with respect to the operations of any Hotel, the following representations are made to the SellerCTF’s Knowledge only: (i) there is no Order to which any Interest Holder, any of the assets owned or used by any Target, is subject; (ii) no Interest Holder is subject to any Order that relates to the business or Property of any Interest Holder; and (iii) no officer, director, manager, managing member, trustee, partner, agent, or employee of any Target who is not under the control of the Buyer Marriott is subject to any Order that prohibits such Person from engaging in or continuing any conduct, activity, or practice relating to the business of any Target. (c) Except as set forth in Schedule 5.8, 5.8 of the CTF Agreement and with the further exception that, with respect to the operations of any Hotel, Hotel the following representations are made to the SellerCTF’s Knowledge only: (i) each Target and Interest Holder is in compliance in all material respects with the terms and requirements of each Order to which it is subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply, in any material respect, respect by an Interest Holder Holder, with the terms or requirements of any Order to which it is subject; and (iii) no Interest Holder has received any written notice from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with the terms and requirements of any Order to which it is subject.