Manager Transaction Sample Clauses

Manager Transaction. If any of the Manager Affiliates identifies an opportunity to develop and construct, acquire all or a portion of, or invest in, a Hotel Property that meets the Initial Investment Guidelines of the REIT (herein each called, a “Manager Transaction”), and to the extent not inconsistent with Advisor’s duties under the Advisory Agreement, Manager on behalf of itself and its Affiliates, hereby grants to the REIT Parties the first right of refusal to purchase and assume such Manager Transaction and agrees not to pursue any such opportunity (except as provided in this Section 4) and acknowledges that each such opportunity will belong to the REIT Parties (the “REIT Exclusivity Rights”). The REIT Exclusivity Rights shall not apply to any Excluded Manager Transactions or any investment in a Hotel Property that does not meet the Initial Investment Guidelines of the REIT. For the avoidance of doubt, the REIT Exclusivity Rights shall be, with respect to opportunities that satisfy the REIT’s Initial Investment Guidelines, superior to any exclusivity rights or right of first refusal of Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”). If the REIT materially modifies its Initial Investment Guidelines without the written consent of Manager, which such consent may be withheld in its sole and absolute discretion, Manager will have no obligation to present or offer a Manager Transaction to the REIT Parties at any time thereafter pursuant to this Agreement, regardless of any subsequent modifications by the REIT to its Investment Guidelines. For purposes hereof, a “material” modification of the REIT’s Initial Investment Guidelines shall mean any modification of the Initial Investment Guidelines which cause the REIT’s Investment Guidelines to be competitive with Ashford Trust’s Investment Guidelines. Instead, Manager shall allocate such Manager Transaction in accordance with the terms and conditions of the Advisory Agreement. Notwithstanding the foregoing, if the REIT materially modifies its Initial Investment Guidelines without the consent of Manager, the Manager Exclusivity Rights provided herein shall remain in full force and effect.