Management and Franchise Agreements. There occurs a monetary or material default under a management or franchise agreement with respect to an Unencumbered Borrowing Base Property (which material default shall include any default which would permit the manager or franchisor under any such management or franchise agreement to terminate such management or franchise agreement or would otherwise result in a material increase of the obligations of the Borrower or such Subsidiary of the Borrower that is a party to such management or franchise agreement) and such default is not remedied prior to the date which is the later of (i) the earlier of (A) if no other Default exists, sixty (60) days from the occurrence of the event or condition which caused, led to, or resulted in such default, or (B) the date that a Default (other than the subject Default relative to such management or franchise agreement) occurs and (ii) the last day of the cure period provided in such management or franchise agreement (as applicable).
Management and Franchise Agreements. Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to Tenant’s Affiliated Persons), enter into, amend or modify the provisions of, or extend or renew (or allow to be entered into, amended, modified, extended or renewed) any Management Agreement or TA Franchise Agreement. Any agreements entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia, that all amounts due from Tenant thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due from it thereunder) and for termination thereof, at Landlord’s option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action or consent under, any Management Agreement or TA Franchise Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord. Tenant shall enforce, or cause to be enforced, all rights of the franchisor under the TA Franchise Agreements.
Management and Franchise Agreements. There are no existing management contracts or franchise agreements relating to the Property other than (i) the Management Agreement and (ii) the Existing Franchise Agreement. Seller has not received any written notice of any breach or default under the Franchise Agreement which has not been cured.
Management and Franchise Agreements. There are no existing management contracts or franchise (or other similar) agreements relating to the Property other than the Management Agreement and the License Agreement.
Management and Franchise Agreements. The Company has made available to Parent, or otherwise identified, all material management, license and franchise agreements (or forms thereof) to which the Company or any of its Subsidiaries is a party (collectively, the "MATERIAL COMPANY AGREEMENTS") that contain material radius or non-competition restrictions which would prohibit Parent or its Subsidiaries (as determined immediately prior to the Effective Time) from the ownership, operation or management of any of their respective currently owned hotel properties or that require any consent or other action by any Person for, or will be subject to default, termination or cancellation because of, the transactions contemplated hereby, other than (x) those agreements the loss of the net income from which, individually or in the aggregate, would not have a Company Material Adverse Effect or (y) those agreements the Company has the right or the ability to terminate and the loss of net income from which, or any payment required to be made or otherwise payable in connection therewith, individually or in the aggregate, would not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received as of the date hereof a notice of default or termination under any Material Company Agreement, except where the existence of such notices, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect.
Management and Franchise Agreements. There are no existing management contracts or franchise agreements relating to the Property other than (i) the Management Agreement and (ii) the Franchise Agreement, and no other person or entity provides management services to the Property (except as disclosed in Contracts or as subcontracted by the Hotel Manager). Seller has made available prior to the Effective Date (or shall make available within five (5) Business Days of the Effective Date) to Buyer true, complete and correct copies of the Management Agreement and the Franchise Agreement. To Seller’s knowledge, as of the Effective Date, there are no defaults or events that with notice or the passage of time or both, would constitute a default by Seller under the Franchise Agreement, nor by any other party thereto. Seller has not received or delivered written notice of a termination under the Management Agreement or the Franchise Agreement that has not been retracted. Except as set forth on Exhibit 4.8 (which Exhibit shall include a copy of any such notice), as of the Effective Date, Seller has not received any written notice from Franchisor that the Hotel is not in compliance with Franchisor’s quality assurance or similar programs and has been placed in Franchisor’s “Yellow Zone” or “Red Zone” or similar Franchisor designation.
Management and Franchise Agreements. There are no management contracts or franchise agreements relating to the Property other than the Management Agreements. Each of the Management Agreements is in full force and effect, and Seller has not received any written notice from Manager alleging Seller is in default or breach thereunder. Subject to Seller's receipt, and the effectiveness, of the Manager's Consent, to Seller's knowledge, there is no state of facts which, after notice or passage of time, or both, would constitute a material default or breach by Manager under the Management Agreements.
Management and Franchise Agreements. There are no existing management contracts or franchise agreements relating to the Property other than that certain License Agreement between Seller and Hilton Inns, Inc. (the "Franchisor"), dated as of December 12, 2000, as amended by that certain Amendment to License Agreement and Commencement Date Agreement dated as of February 1, 2002 (as amended, the "Franchise Agreement") and the Hotel Management Agreement between Seller and LTD Management Co., Inc. (the "Existing Manager"), dated as of June 15, 2001 (the "Existing Management Agreement"), nor are there any outstanding or alleged claims, liabilities or amounts due under any such contracts or agreements.
Management and Franchise Agreements. There are no existing management contracts or franchise agreements relating to the Property other than (i) that certain Management Agreement dated April 30, 2002 (the “Management Agreement”) with Xxxx Hotels, L.P. (the “Manager”), and (ii) that certain Franchise Agreement dated September 16, 1998 (the “Franchise Agreement”) with Hilton Inns, Inc. (the “Franchisor”). Sellers have made or will make available to Purchaser true and complete copies of the Management Agreement and Franchise Agreement. The Management Agreement and Franchise Agreement are in full force and effect and to Sellers’ knowledge there are no material defaults by any of the respective parties to the Franchise Agreement other than a technical default regarding signage at the Property which has been disclosed to Purchaser (the “Existing Sign Default”).
Management and Franchise Agreements. 9.9.1 Prior to the expiration of the Due Diligence Period, but in no event later than the Closing Date, Summit and Investor shall use commercially reasonable efforts to negotiate new Management Agreements for the Projects with Project Manager on the terms agreed-to between the Parties on or about the Effective Date. Prior to the Closing, Investor shall execute and deliver, and shall use commercially reasonable efforts to cause Project Manager to execute and deliver (or acknowledge, as applicable) (i) the Management Agreements, and (ii) an Assignment of Management Agreement for each Project, in the form agreed to by Summit and Project Manager prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, the Projects shall be delivered at the Closing free and clear of the Existing Management Agreements. Investor will (and shall use commercially reasonable efforts to cause Existing Manager to) reasonably cooperate with Summit and Project Manager in the transition of the management of the Projects.
9.9.2 Within three (3) days of the Effective Date, Summit shall submit applications with each Franchisor to obtain new Franchise Agreements on substantially the same terms and conditions as the Existing Franchise Agreements (other than the PIPs attached to each Franchise Agreement which shall be replaced with new PIPs negotiated in good faith between Summit and each Franchisor), including an assumption of the Key Money Obligations. Summit shall indemnify, and hold Investor harmless from, any liquidated damages, fees, fines or penalties resulting from the termination of the Existing Franchise Agreements. This Section 9.9.2 shall survive the Closing.
