Common use of New Franchise Agreement Clause in Contracts

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, 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 Xxxxx or any of their affiliates and to release each of them from any and all obligation therewith (pursuant to a release in form and substance delivered by Franchisor in the ordinary course of business under substantially similar circumstances); and (ii) allow CWI to receive a license to operate the Hotel as a Courtyard by Marriott hotel after the Closing pursuant to a new franchise agreement in the form and substance acceptable to CWI (in CWI’s reasonable discretion) (collectively, the “Franchisor Approval”). If Franchisor has not granted Franchisor Approval by the expiration of the Due Diligence Period, CWI shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely to allow CWI to obtain the Franchisor Approval; provided CWI shall be obligated to (a) deposit the Second Deposit in accordance with Section 2.3.3, and (b) notify 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) CWI shall have no further right to terminate this Agreement pursuant to Section 2.6.3. If CWI has not obtained the Franchisor Approval by the last day of the Franchisor Approval Period, (1) this Agreement shall automatically terminate, (2) the Escrow Agent shall immediately release and return the Xxxxxxx Money to CWI, (3) CWI shall pay all of the expenses of escrow and (4) neither Party shall have any further obligation to the other 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. Within three (3a) business days after 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, CWI and this Agreement has been negotiated and entered into based upon that expectation. Buyer shall submit a franchise within ten (10) Business Days of the Effective Date make application 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, together with all required related documents and submittals. From and after the Effective Date, 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 “New Franchise Agreement, with no cost, expense or liability to Xxxxx or any of their affiliates ” and to release each of them from any and all obligation therewith (pursuant to a release in form and substance delivered by Franchisor in the ordinary course of business under substantially similar circumstances); and (ii) allow CWI to receive a license to operate the Hotel as a Courtyard by Marriott hotel after the Closing pursuant to a new franchise agreement in the form and substance acceptable to CWI (in CWI’s reasonable discretion) (collectively, the “New Franchise Agreements”); provided, however, Sellers acknowledge that Buyer may be required to submit additional documentation and/or satisfy additional requirements as requested by the Franchisor Approvalin 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 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 (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) Provided that Buyer complies with this Section 12.5 and subject to Section 9.4, Buyer will not be in default of this Agreement for its (or its Affiliate’s) inability and associated failure to enter into any New Franchise Agreement, provided that, at Closing, Buyer shall pay to Franchisor all costs, fees or liquidated damages in connection with the termination of such Franchise Agreement that are payable under such Franchise Agreement, and Buyer will allow the applicable Seller and its Affiliates reasonable access to the applicable Hotel after the Closing in order for such Seller to fulfill all of its de-identification obligations under such terminated Franchise Agreement, all at Buyer’s sole cost and expense (the “De- Identification Obligations”). If Franchisor has not granted Franchisor Approval Buyer will be responsible for all expenses reasonably incurred by any Seller in connection with such De-Identification Obligations (if any). Buyer on behalf of it and its successors and assigns hereby indemnifies, holds harmless and releases the expiration Sellers and their Affiliates from and against all Liabilities arising out of the Due Diligence Period, CWI shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely or in any way related to allow CWI to obtain the Franchisor Approval; provided CWI shall be obligated to (a) deposit the Second Deposit in accordance with Section 2.3.3, and (b) notify 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) Buyer’s failure to pay all costs, fees or liquidated damages in connection with the Franchisor Approval Period shall automatically expiretermination of any Franchise Agreement that are payable under such Franchise Agreement at Closing (if applicable), and (ii) CWI shall have no further right if Buyer continues to terminate this operate such Hotel under the existing brand from and after the Closing, Buyer’s failure to enter into the applicable New Franchise Agreement or obtain any consent required pursuant to Section 2.6.3. If CWI has not obtained the Franchisor Approval terms of any existing Franchise Agreement prior to operating such Hotel under Franchisor’s brand, or (iii) the failure of Buyer to comply with all De-Identification Obligations in a timely manner as required by the last day applicable existing Franchise Agreement in the event that Buyer does not enter into a New Franchise Agreement for operation of the Franchisor Approval Period, (1) such Hotel under Franchisor’s brand. The terms and provisions of this Agreement Section 12.5 shall automatically terminate, (2) the Escrow Agent shall immediately release and return the Xxxxxxx Money to CWI, (3) CWI shall pay all of the expenses of escrow and (4) neither Party shall have any further obligation to the other Party hereunder, except for the Surviving Obligations. For avoidance of doubt, the Franchisor Approval Period shall in no way act as an extension of survive the Closing Dateor the earlier termination of this Agreement.

New Franchise Agreement. Within three (3a) business days after 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, CWI shall submit a franchise application to Franchisor, together with all required related documents and submittalsthis Agreement has been negotiated and entered into based upon that expectation. From and Buyer promptly after the Effective DateDate 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, CWI 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 Xxxxx satisfying Seller Group’s or any Affiliate’s thereof, accrued monetary obligations to Franchisor as of their affiliates and the Closing, including to release each of them from any and all obligation therewith (pursuant the extent required by Franchisor, an amount equal to a release in form reasonable estimate of the costs and substance delivered by Franchisor in fees not yet accumulated and/or invoiced under the ordinary course of business under substantially similar circumstances); applicable Franchise Agreement and (ii) allow CWI 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 Courtyard 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 Marriott hotel 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 a new franchise agreement in the form and substance acceptable to CWI (in CWI’s reasonable discretion) (collectively, the “Franchisor Approval”). If Franchisor has not granted Franchisor Approval by the expiration of the Due Diligence Period, CWI shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely to allow CWI to obtain the Franchisor Approval; provided CWI shall be obligated to (a) deposit the Second Deposit in accordance with Section 2.3.3, and (b) notify Xxxxx in writing, prior to the expiration of the Due Diligence Period, fulfill all of its intent to utilize the Franchisor Approval Period. Upon receipt of the Franchisor Approval during the Franchisor Approval Period, de-identification obligations under such terminated Franchise Agreement (i) the Franchisor Approval Period shall automatically expire, and at Buyer's sole cost); or (ii) CWI shall have no further right to terminate this Agreement pursuant whereupon Seller shall be entitled to avail itself of any remedies provided in Section 2.6.3. If CWI has not obtained 11.1 Notwithstanding the Franchisor Approval by the last day first sentence of the Franchisor Approval Periodthis Section 15.1(b), (1) this Agreement shall automatically terminate, (2) the Escrow Agent shall immediately release and return the Xxxxxxx Money to CWI, (3) CWI shall pay all of the expenses of escrow and (4) neither Party shall have any further obligation to the other Party hereunderextent Buyer’s failure to enter into any New Franchise Agreement is a result of Seller Group’s failure to use reasonable efforts to satisfy Seller’s Franchise Agreement Obligations, except for the Surviving Obligationssuch failure shall be deemed a default of Seller and Buyer shall be entitled to avail itself of any remedies provided in Section 11.2. For avoidance (c) The terms and provisions of doubt, the Franchisor Approval Period this Section 15.1 shall in no way act as an extension of survive the Closing Dateor the earlier termination of this Agreement.

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, CWI 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 Xxxxx 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 CWI Purchaser to receive a license to operate the Hotel as a Courtyard by Marriott hotel Hampton Inn Hotel after the Closing pursuant to a new franchise agreement the New Franchise Agreement in the form and substance acceptable to CWI Purchaser (in CWIPurchaser’s reasonable discretion) (collectively, the “Franchisor Approval”). If Franchisor has not granted Franchisor Approval by the expiration of the Due Diligence Period, CWI Purchaser shall have an additional fifteen (15) day period (the “Franchisor Approval Period”) solely to allow CWI Purchaser to obtain the Franchisor Approval; provided CWI Purchaser shall be obligated to (a) deposit the Second Deposit in accordance with Section 2.3.32.2(c), and (b) notify Xxxxx 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) CWI Purchaser shall have no further right to terminate this Agreement pursuant to Section 2.6.31.3(f). If CWI Purchaser has not obtained the Franchisor Approval by the last day of the Franchisor Approval PeriodPeriod and delivered evidence of the same to Seller, (1a) this Agreement shall automatically terminate, (2b) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to CWIPurchaser, (3c) CWI each party shall pay all one-half (1/2) of the expenses of escrow and (4d) 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.