Common use of Manager Representations Clause in Contracts

Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent and warrant to Lessee as of the date of such Addendum or Project Management Addendum as follows: 5.02.1. The execution of this Agreement is permitted by the organizational documents of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof; 5.02.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee; 5.02.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; 5.02.4. No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; 5.02.5. Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and 5.02.6. Manager qualifies as an Eligible Independent Contractor, and during the Term of this Agreement, agrees to continue to qualify as an Eligible Independent Contractor.

Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Lessee as of the date of such Addendum or Project Management Addendum as follows: 5.02.1. 5.2.1 The execution of this Agreement is permitted by the organizational documents limited liability company operating agreement of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof; 5.02.2. 5.2.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee; 5.02.3. 5.2.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; 5.02.4. 5.2.4 No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; 5.02.5. 5.2.5 Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and 5.02.6. 5.2.6 Manager qualifies as an Eligible Independent Contractor, and during the Term of this Agreement, agrees to continue to qualify as an Eligible Independent Contractor.

Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Lessee as of the date of such Addendum or Project Management Addendum as follows: 5.02.1. The execution of this Agreement is permitted by the organizational documents limited partnership agreement of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof; 5.02.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee; 5.02.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; 5.02.4. No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; 5.02.5. Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and 5.02.6. Manager qualifies as an Eligible Independent Contractor, and during the Term of this Agreement, agrees to continue to qualify as an Eligible Independent Contractor.. Hotel Master Management Agreement Ashford TRS Corporation File No. 145765

Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Lessee as of the date of such Addendum or Project Management Addendum as follows: 5.02.1. 5.2.1 The execution of this Agreement is permitted by the organizational documents limited liability company operating agreement of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof; 5.02.2. 5.2.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee;; 8477886-v2\WASDMS 17 5.02.3. 5.2.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; 5.02.4. 5.2.4 No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; 5.02.5. 5.2.5 Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and 5.02.6. 5.2.6 Manager qualifies as an Eligible Independent Contractor, and during will adhere to the Term requirements of this Agreement, agrees to continue Section 28.8(a) through (d) with the intent to qualify as an Eligible Independent Contractor.

Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Lessee as of the date of such Addendum or Project Management Addendum as follows: 5.02.1. 5.02.1 The execution of this Agreement is permitted by the organizational documents limited partnership agreement of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof; 5.02.2. 5.02.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee; 5.02.3. 5.02.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; 5.02.4. 5.02.4 No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; 5.02.5. 5.02.5 Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and 5.02.6. 5.02.6 Manager qualifies as an Eligible Independent Contractor, and during the Term of this Agreement, agrees to continue to qualify as an Eligible Independent Contractor.

Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Lessee as of the date of such Addendum or Project Management Addendum as follows: 5.02.1. 5.2.1 The execution of this Agreement is permitted by the organizational documents limited liability company operating agreement of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof; 5.02.2. 5.2.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to LesseeXxxxxx; 5.02.3. 5.2.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; 5.02.4. 5.2.4 No approval of any third party is required for Manager’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; 5.02.5. 5.2.5 Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and 5.02.6. 5.2.6 Manager qualifies as an Eligible Independent Contractor, and during will adhere to the Term requirements of this Agreement, agrees to continue Section 28.8(a) through (d) with the intent to qualify as an Eligible Independent Contractor.

Manager Representations. Upon execution of an Addendum or Project Management Addendum, Manager, in order to induce Lessee to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Lessee as of the date of such Addendum or Project Management Addendum as follows: 5.02.1. The execution of this Agreement is permitted by the organizational documents Limited Partnership Agreement of Manager and this Agreement has been duly authorized, executed and delivered on behalf of Manager and constitutes a legal, valid and binding obligation of Manager enforceable in accordance with the terms hereof; 5.02.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Manager, threatened, against or relating to Manager, the properties or business of Manager or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Manager to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Manager, there is no basis for any such claim, litigation, proceeding or governmental investigation, except as has been fully disclosed in writing by Manager to Lessee;; Hotel Master Management Agreement Ashford TRS Corporation 5.02.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Manager to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Manager is a party or by which it is bound; 5.02.4. No approval of any third party is required for Manager’s 's execution, delivery and performance of this Agreement that has not been obtained prior to the execution and delivery hereof; 5.02.5. Manager holds all required governmental approvals required to be held by it to perform its obligations under this Agreement; and 5.02.6. Manager qualifies as an Eligible Independent Contractor, and during the Term of this Agreement, agrees to continue to qualify as an Eligible Independent Contractor.