Ordinary Course Contracts Clause Samples
Ordinary Course Contracts. The Contracts relating to the provision of services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Except as set forth in Part 3.17.6 of the Disclosure Letter, the Company has not entered into any Contract to sell, design or manufacture products by the Company.
Ordinary Course Contracts. Except as set forth on Schedule 4.5, to Seller’s Knowledge, there are no (i) management, license, franchise, marketing or technical services agreements, (ii) service, supply, maintenance agreements, (iii) construction, capital improvement or similar contracts, (iv) lease agreements for the lease of Personal Property or for other property presently used for the operation of the Hotel, or (v) any leases or other occupancy agreements, in each case, which will be binding upon Hotel Owner or the Hotel Owner’s interest in the Hotel (or any portion thereof) following the Closing other than (i) Ordinary Course Contracts, (ii) the Ground Lease, (iii) the Collective Bargaining Agreement, (iv) the Replacement Management Agreement, (v) the Restated Operating Agreement, (vi) the Replacement Debt Documents, (vii) Immaterial Contracts, (viii) the Existing Loan Documents, (ix) the other Permitted Exceptions, (x) the Chatham Agreement, (xi) the Eastdil Agreement, (xii) the term sheet dated October 28, 2010 between Aareal Capital Corporation and Hotel Owner and (xiii) such agreements which are expressly permitted to be entered into hereunder. Except as set forth on Schedule 4.5, to Seller’s Knowledge, each of foregoing is in full force and effect and Seller has not received written notice of any alleged material breach that is continuing under, or any express intention of any counterparty to any of, the Ordinary Course Contracts (other than Immaterial Contracts), the Management Agreement, the Collective Bargaining Agreement, the Ground Lease, the Existing Loan Documents or the Organizational Documents, to cancel, terminate or exercise any remedies under the same, nor has Seller canceled, terminated or waived any rights under the foregoing, or caused Hotel Owner to cancel, terminate or waive any such rights, in each case (x) where such breach, cancellation, termination, waiver or exercise of remedies would have a Material Adverse Effect and (y) to the maximum extent of Seller’s authority to do (or cause to be done) the same pursuant to the terms of the Organizational Documents.