Common use of New Franchise Agreement Clause in Contracts

New Franchise Agreement. From and after the Effective Date, Purchaser shall work in good faith using commercially reasonable efforts to cause Franchisor to commit in writing, in form and substance reasonable acceptable to the parties, to at Closing: (i) terminate the Franchise Agreement, with no cost, expense or liability to Seller or Tenant or any of their affiliates and to release each of them from any and all obligation therewith including releasing any and all guarantees given in connection with the Franchise Agreement by any of them or any of their affiliates (pursuant to a release in form and substance delivered by Franchisor in the ordinary course of business under substantially similar circumstances), and (ii) allow Purchaser to receive a license to operate the Hotel as a Hampton Inn Hotel after the Closing pursuant to the New Franchise Agreement in the form and substance acceptable to Purchaser (in Purchaser’s reasonable discretion) (collectively, the “Franchisor Approval”). If Franchisor has not granted Franchisor Approval by the expiration of the Due Diligence Period, Purchaser shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely to allow Purchaser to obtain the Franchisor Approval; provided Purchaser shall be obligated to (a) deposit the Second Deposit in accordance with Section 2.2(c), and (b) notify Seller in writing, prior to the expiration of the Due Diligence Period, of its intent to utilize the Franchisor Approval Period. Upon receipt of the Franchisor Approval during the Franchisor Approval Period, (i) the Franchisor Approval Period shall automatically expire, and (ii) Purchaser shall have no further right to terminate this Agreement pursuant to Section 1.3(f). If Purchaser has not obtained the Franchisor Approval by the last day of the Franchisor Approval Period and delivered evidence of the same to Seller, (a) this Agreement shall automatically terminate, (b) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, (c) each party shall pay one-half (1/2) of the expenses of escrow and (d) neither party shall have any further obligation to the other party hereunder, except for the Surviving Obligations.

New Franchise Agreement. Within three (3) business days after the Effective Date, CWI shall submit a franchise application to Franchisor, together with all required related documents and submittals. From and after the Effective Date, Purchaser CWI shall work in good faith using commercially reasonable efforts to cause Franchisor to commit in writing, in form and substance reasonable acceptable to the parties, to at Closing: (i) terminate the Franchise Agreement, with no cost, expense or liability to Seller or Tenant Xxxxx or any of their affiliates and to release each of them from any and all obligation therewith including releasing any and all guarantees given in connection with the Franchise Agreement by any of them or any of their affiliates (pursuant to a release in form and substance delivered by Franchisor in the ordinary course of business under substantially similar circumstances), ; and (ii) allow Purchaser CWI to receive a license to operate the Hotel as a Hampton Inn Hotel Courtyard by Marriott hotel after the Closing pursuant to the New Franchise Agreement a new franchise agreement in the form and substance acceptable to Purchaser CWI (in PurchaserCWI’s reasonable discretion) (collectively, the “Franchisor Approval”). If Franchisor has not granted Franchisor Approval by the expiration of the Due Diligence Period, Purchaser CWI shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely to allow Purchaser CWI to obtain the Franchisor Approval; provided Purchaser CWI shall be obligated to (a) deposit the Second Deposit in accordance with Section 2.2(c)2.3.3, and (b) notify Seller Xxxxx in writing, prior to the expiration of the Due Diligence Period, of its intent to utilize the Franchisor Approval Period. Upon receipt of the Franchisor Approval during the Franchisor Approval Period, (i) the Franchisor Approval Period shall automatically expire, and (ii) Purchaser CWI shall have no further right to terminate this Agreement pursuant to Section 1.3(f)2.6.3. If Purchaser CWI has not obtained the Franchisor Approval by the last day of the Franchisor Approval Period and delivered evidence of the same to SellerPeriod, (a1) this Agreement shall automatically terminate, (b2) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to PurchaserCWI, (c3) each party CWI shall pay one-half (1/2) all of the expenses of escrow and (d4) neither party Party shall have any further obligation to the other party Party hereunder, except for the Surviving Obligations. For avoidance of doubt, the Franchisor Approval Period shall in no way act as an extension of the Closing Date.

New Franchise Agreement. From and after (a) It is the parties’ intention that Buyer will continue to operate each Hotel under the same brand as such Hotel is currently operated as of the Effective Date, Purchaser and this Agreement has been negotiated and entered into based upon that expectation. Buyer promptly after the Effective Date will make applications to the applicable Franchisor for such Franchisor’s approval of the re-issuance of the applicable Franchise Agreement to Buyer (such reissued Franchise Agreement or new franchise agreement, the “New Franchise Agreement” and collectively, the “New Franchise Agreements”); provided, however, Seller acknowledges that Buyer may be required to submit additional documentation and/or satisfy additional requirements as requested by such Franchisor in connection with such applications. Buyer shall work in good faith using use its commercially reasonable efforts to cause Franchisor obtain the New Franchise Agreements and will keep Seller reasonably apprised of its efforts to commit obtain the New Franchise Agreements. Seller agrees to reasonably cooperate with Buyer in writingconnection with Buyer obtaining the New Franchise Agreements, in form and substance reasonable acceptable to the partiesincluding, to at Closing: without limitation, (i) terminate the Franchise Agreement, with no cost, expense or liability to satisfying Seller or Tenant Group’s or any Affiliate’s thereof, accrued monetary obligations to Franchisor as of their affiliates the Closing, including to the extent required by Franchisor, an amount equal to a reasonable estimate of the costs and to release each of them from any and all obligation therewith including releasing any and all guarantees given in connection with fees not yet accumulated and/or invoiced under the applicable Franchise Agreement by any of them or any of their affiliates (pursuant to a release in form and substance delivered by Franchisor in the ordinary course of business under substantially similar circumstances), and (ii) allow Purchaser to receive the extent required by Franchisor, executing a license general release of any claims of Seller Group and any Affiliate thereof against Franchisor, its Affiliates, officers, directors, agents and employees under the applicable Franchise Agreement in a form prescribed by Franchisor (collectively, “Seller’s Franchise Agreement Obligations”). In connection with the New Franchise Agreements, Buyer hereby agrees to operate diligently and timely execute all documents and pay all application and any and all transfer or other fees required by Franchisor, other than those which constitute Seller’s Franchise Agreement Obligations, in connection with obtaining the New Franchise Agreements for the continued operation of each Hotel as pursuant to a Hampton Inn New Franchise Agreement upon terms and conditions reasonably satisfactory to Buyer based on Buyer’s Affiliates’ prior dealings, if any, with Franchisor (including, without limitation, a property improvement plan with which Buyer will agree to comply), which may be more or less favorable to Buyer than the Franchise Agreement currently in force and effect in respect of such Hotel. (b) Subject to the second sentence of this Section 15.1(b), to the extent that Buyer fails to deliver any New Franchise Agreement on the Closing Date, such failure shall be deemed a default of Buyer hereunder; provided, however, that Buyer, may, in its sole and absolute discretion, to (i) nevertheless proceed to Closing and cause the termination of such existing Franchise Agreement by paying (through the Closing escrow) any and all costs, fees, penalties, liquidated damages or other damages in connection with such termination (the "Franchise Termination Payments") whereupon Buyer also covenants and agree to permit Seller access to the applicable Hotel after the Closing pursuant in order for Seller to fulfill all of its de-identification obligations under such terminated Franchise Agreement (at Buyer's sole cost); or (ii) terminate this Agreement whereupon Seller shall be entitled to avail itself of any remedies provided in Section 11.1 Notwithstanding the first sentence of this Section 15.1(b), to the extent Buyer’s failure to enter into any New Franchise Agreement in the form and substance acceptable is a result of Seller Group’s failure to Purchaser (in Purchaseruse reasonable efforts to satisfy Seller’s reasonable discretion) (collectivelyFranchise Agreement Obligations, the “Franchisor Approval”). If Franchisor has not granted Franchisor Approval by the expiration of the Due Diligence Period, Purchaser shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely to allow Purchaser to obtain the Franchisor Approval; provided Purchaser such failure shall be obligated deemed a default of Seller and Buyer shall be entitled to (a) deposit the Second Deposit avail itself of any remedies provided in accordance with Section 2.2(c), and (b) notify Seller in writing, prior to the expiration of the Due Diligence Period, of its intent to utilize the Franchisor Approval Period11.2. Upon receipt of the Franchisor Approval during the Franchisor Approval Period, (i) the Franchisor Approval Period shall automatically expire, and (ii) Purchaser shall have no further right to terminate this Agreement pursuant to Section 1.3(f). If Purchaser has not obtained the Franchisor Approval by the last day of the Franchisor Approval Period and delivered evidence of the same to Seller, (a) this Agreement shall automatically terminate, (b) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, (c) each party The terms and provisions of this Section 15.1 shall pay one-half (1/2) survive the Closing or the earlier termination of the expenses of escrow and (d) neither party shall have any further obligation to the other party hereunder, except for the Surviving Obligationsthis Agreement.

New Franchise Agreement. From and after (a) It is the parties’ intention that Buyer will continue to operate each Hotel under the same brand as such Hotel is currently operated as of the Effective Date, Purchaser and this Agreement has been negotiated and entered into based upon that expectation. Buyer shall work in good faith using commercially reasonable efforts to cause Franchisor to commit in writing, in form and substance reasonable acceptable within ten (10) Business Days of the Effective Date make application to the partiesapplicable Franchisor for such Franchisor’s approval of the re-issuance of the applicable Franchise Agreement to Buyer (such reissued Franchise Agreement or new franchise agreement, to at Closing: (i) terminate the “New Franchise Agreement, with no cost, expense or liability to Seller or Tenant or any of their affiliates ” and to release each of them from any and all obligation therewith including releasing any and all guarantees given in connection with the Franchise Agreement by any of them or any of their affiliates (pursuant to a release in form and substance delivered by Franchisor in the ordinary course of business under substantially similar circumstances), and (ii) allow Purchaser to receive a license to operate the Hotel as a Hampton Inn Hotel after the Closing pursuant to the New Franchise Agreement in the form and substance acceptable to Purchaser (in Purchaser’s reasonable discretion) (collectively, the “Franchisor ApprovalNew Franchise Agreements”). If Franchisor has not granted Franchisor Approval ; provided, however, Sellers acknowledge that Buyer may be required to submit additional documentation and/or satisfy additional requirements as requested by the expiration of the Due Diligence Period, Purchaser shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely to allow Purchaser in connection with such applications. Buyer will use its commercial reasonable efforts to obtain the New Franchise Agreements and will at all times keep Sellers reasonably apprised of its efforts to obtain the New Franchise Agreements and respond promptly to all reasonable inquiries of Sellers in this regard, supplying such information as Sellers may reasonably request. Sellers, at Buyer’s expense, agrees to reasonably cooperate (but without cost or expense to Sellers) with Buyer in connection with Buyer’s obtaining the New Franchise Agreements. In connection with the New Franchise Agreements, Buyer hereby agrees to diligently and timely execute all documents and pay all application and any and all transfer or other fees required by Franchisor Approval; provided Purchaser shall be obligated in connection with obtaining the New Franchise Agreements for the continued operation of each Hotel pursuant to a New Franchise Agreement upon terms and conditions reasonably satisfactory to Buyer based on Buyer’s Affiliates’ prior dealings, if any, with Franchisor (a) deposit the Second Deposit in accordance including, without limitation, a property improvement plan with Section 2.2(cwhich Buyer will agree to comply), which may be more or less favorable to Buyer than the Franchise Agreement currently in force and (b) notify Seller effect in writing, prior to the expiration respect of the Due Diligence Period, of its intent to utilize the Franchisor Approval Period. Upon receipt of the Franchisor Approval during the Franchisor Approval Period, (i) the Franchisor Approval Period shall automatically expire, and (ii) Purchaser shall have no further right to terminate this Agreement pursuant to Section 1.3(f). If Purchaser has not obtained the Franchisor Approval by the last day of the Franchisor Approval Period and delivered evidence of the same to Seller, (a) this Agreement shall automatically terminate, (b) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, (c) each party shall pay one-half (1/2) of the expenses of escrow and (d) neither party shall have any further obligation to the other party hereunder, except for the Surviving Obligationssuch Hotel.