Manager's Consent. Manager shall have confirmed that there are no ----------------- property improvement plan items that must be undertaken in connection with the transfer of ownership of the Interests and related transactions contemplated hereby, and, if required under the Management Agreement, Manager shall have consented to (i) the transfer of the Interests to the Purchaser and (ii) the assignment of the Management Agreement to the designated Lessee of the Inns (and/or Manager shall have agreed to enter into a new management agreement with the Purchaser on substantially the same material terms and conditions as are contained in the Management Agreement (mutatis mutandis)).
Manager's Consent. Manager shall have confirmed that there are no ----------------- property improvement plan items that must be undertaken in connection with the transfer of ownership of the Controlling Interests and related transactions contemplated hereby, and, if required under the Management Agreement, Manager shall have consented to (i) the transfer of the Controlling Interests to Apple (or its designated affiliates) and (ii) the assignment of the Management Agreement to the designated lessee of the Inns (and/or Manager shall have agreed to enter into a new management agreement with Apple (or its designated affiliate) on substantially the same material terms and conditions as are contained in the Management Agreement (mutatis mutandis)).
Manager's Consent. Mezzanine Borrower shall have caused the Manager to have executed and delivered to Mezzanine Lender a Manager's Consent and Subordination of Management Agreement in form and substance satisfactory to Mezzanine Lender. If the Manager at the time of Closing is an Affiliate of Mezzanine Lender, then this condition shall be waived by Mezzanine Lender.
Manager's Consent. Mezzanine Lender shall have received the original of the Manager's Consent (Mezzanine) executed by each of Mezzanine Borrower and Manager and the original of the Third-Party Manager's Consent (Mezzanine) executed by each of Mezzanine Borrower and Third- Party Manager;
Manager's Consent. If required under the Management Agreement, Manager ----------------- shall have consented to (i) the transfer of the Interests to the Purchaser and (ii) the assignment of the Management Agreement to the designated Lessee of the Inns (and/or Manager shall have agreed to enter into a new management agreement with the Purchaser on substantially the same material terms and conditions as are contained in the Management Agreement (mutatis mutandis)).
Manager's Consent. Tenant hereby consents to the terms and conditions of the Consent of Manager to Collateral Assignment of Management Agreement attached hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Manager's Consent. If required under the Management Agreement, Manager ----------------- shall have consented to (i) the transfer of the Controlling Interests to Apple (or its designated affiliates), (ii) the assignment of the Management Agreement to the designated lessee of the Inns (and/or Manager shall have agreed to enter into a new management agreement with Apple (or its designated affiliates) on substantially the same material terms and conditions as are contained in the Management Agreement (mutatis mutandis)) and (iii) Crestline shall have been released by the Manager from any and all obligations set forth in (A) that certain letter agreement dated December 29, 1999 by and between the Company, Manager and Crestline, (B) that certain letter agreement dated December 29, 1999 by and between Crestline and Manager, and (C) that certain letter agreement dated September 11, 2000 by and between the Company, Crestline and Manager.
Manager's Consent. Seller shall have obtained the Manager's Consent.
Manager's Consent. Manager may withhold its consent to the sale or lease of the Hotel and to the assignment of this Agreement to a proposed purchaser or tenant if: (a) the proposed transferee, or any of its Affiliates, is the owner of a trade name of a chain of hotels which competes with the Brand Name Hotels, irrespective of the number of hotels comprising the competitive chain; (b) the proposed transferee is a Specially Designated National or Blocked Person; (c) the proposed transferee or any of its Affiliates is generally recognized in the community as being of ill repute, is in any other manner a person with whom a prudent business person would not wish to associate in a commercial venture or a person that, in Manager's reasonable determination, would be considered by regulators in the gaming industry in any jurisdiction where Manager or any of its Double Tree Resort by Hiltxx Xxxxxx Xxxch Oceanfront - MA Affiliates holds a gaming license to be an unsuitable business associate of Manager and its Affiliates or is unable to satisfactorily complete Manager's compliance review process; (d) the proposed transferee does not have the ability to fulfill Owner's financial obligations under this Agreement; or (e) the proposed transferee or any of its Affiliates maintained a prior business relationship with Manager or any of its Affiliates that was terminated by Manager or any of its Affiliates, in which event Owner shall be prohibited from assigning this Agreement to the proposed purchaser or tenant. Furthermore, Manager may, at its sole option, condition its consent of any proposed transfer on: (i) the cure of any existing defaults, including the payment in full at the closing of such sale or lease and assignment (the "Closing") of all unpaid obligations owed Manager and its Affiliates by Owner and/or Owner's agreement to undertake and complete renovation of all or part of the Hotel; (ii) receipt of evidence from the purchaser or tenant that insurance coverage, as required by ARTICLE VI, is in full force and effect on the Closing date; and (iii) payment of the amount of any estimated fees and charges which shall accrue to Manager and its Affiliates through the Closing date, which amounts cannot be calculated in full prior to or at the Closing date together with payment of the then-customary application fee being charged by Manager in connection with similar sales or leases. To the fullest practical extent, Owner shall give to Manager sufficient written notice of the date on and p...
Manager's Consent. Notice of any Board meeting may be waived by any Manager before or after such meeting. Meetings of the Board shall be conducted by conference telephone facilities (or other similar technology) if any Manager so requests. Managers may approve a matter or take any action without a meeting by a written consent of the Managers, which must be executed by at least four (4)
