Common use of MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT Clause in Contracts

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. As conditions to Closing, Buyer shall enter into (i) the New Franchise Agreement, and (ii) the New Management Agreement with Chartwell, each to be effective as of the Closing Date, and each containing terms and conditions acceptable to Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Buyer shall diligently pursue obtaining the same. Seller will cooperate with Buyer in obtaining the New Franchise Agreement, at no cost to Seller.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, except Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Buyer shall diligently prosecute obtaining the New Franchise Agreement. Seller shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, termination of the Existing Franchise Agreement. As conditions to Closing, Buyer shall enter into (i) the New Franchise Agreement, and (ii) the New Management Agreement with Chartwell, each to be effective as of the Closing Date, and each containing terms and conditions acceptable to Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining each the same. Seller will cooperate with As a condition to Buyer’s and Seller’s obligation to close under this Contract. Buyer in obtaining and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Franchise Management Agreement, at no cost to Seller.