Ownership of the Hotel. A. Owner and Landlord hereby covenant that neither will hereafter impose or consent to the imposition of any liens, encumbrances or other charges, except as follows:
1. easements or other encumbrances that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.02;
2. Mortgages and related security instruments;
3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable; or
4. equipment leases for office equipment, telephone, motor vehicles and other property approved by Manager.
B. Subject to liens permitted by Section 8.01.A, Owner and Landlord covenant that, so long as there then exists no Manager Event of Default, Manager shall quietly hold, occupy and enjoy the Hotel throughout the Term free from hindrance, ejection or molestation by Owner or Landlord or other party claiming under, through or by right of Owner or Landlord. Owner agrees to pay and discharge any payments and charges and, at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation as set forth in the preceding sentence.
Ownership of the Hotel. A. Owner hereby covenants that (i) Owner holds leasehold title to the Site pursuant to the Hotel Lease; (ii) Landlord holds good and marketable fee title to the Site; and (iii) Landlord will have, keep, and maintain good and marketable fee title to the Hotel free and clear of any and all liens, encumbrances or other charges, except as follows:
1. easements or other encumbrances (other than those described in this Section 8.01 below) that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.04 of this Agreement, including, without limitation, (i) any encumbrances or other defects of title subject to which title was conveyed to Landlord, or (ii) liens, encumbrances or other charges resulting from Manager’s acts that are the fault of Manager pursuant to Section 8.05.
2. Qualified Mortgages; or
3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable.
B. Owner (and its Affiliates) shall pay and discharge, or cause to be paid and discharged, on or before the due date, any and all (i) payments due under any Mortgage with respect to the Hotel; and (ii) any rent due under the Hotel Lease. Owner shall indemnify, defend, and hold Manager harmless from and against all claims, Litigation and damages arising from the failure to make any such payments as and when required; and this obligation of Owner shall survive Termination. Manager shall have no responsibility for payment of debt service or rent due with respect to the Hotel, from Gross Revenues or otherwise, and such responsibility shall be solely that of Owner (and its Affiliates).
C. Owner covenants that Manager shall quietly hold, occupy and enjoy the Hotel in accordance with the terms of this Agreement throughout the Term hereof free from hindrance, ejection or molestation by Owner or any other party claiming under, through or by right of Owner. Owner agrees to pay and discharge any payments and charges and, at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation.
Ownership of the Hotel. Unless stated in Item 17 of Exhibit A, Franchisee represents and warrants that either: (i) it is the sole owner of the Hotel and holds good and marketable fee title to the Approved Location; or (ii) the Approved Location is subject to a valid purchase contract, and on closing of such contract, Franchisee will be the sole owner of the Hotel and will hold good and marketable fee title to the Approved Location. If the Approved Location is subject to a purchase contract, Franchisee will deliver a copy of the recorded deed in Franchisee’s name to Franchisor no later than the Construction Start Deadline.
Ownership of the Hotel. Franchisee hereby represents, warrants and covenants to Franchisor that (i) Owner is the sole owner of the Hotel, (ii) the Hotel is leased to Franchisee pursuant to the Lease, and (iii) the Lease grants Franchisee full and exclusive control of the Hotel and all rights, powers and authority with respect to the Hotel required or desirable for the performance of Franchisee’s obligations hereunder. To the extent that the Lease provides that any of the obligations of Franchisee hereunder are to be performed by Owner, Franchisee agrees that it will cause Owner to perform such obligations in accordance with this Agreement. Franchisee acknowledges and agrees that neither the existence of the Lease nor any terms thereof that require Owner to perform obligations of Franchisee hereunder will serve as an assignment of such obligation to Owner (or Franchisor’s consent thereto) or will relieve Franchisee of any obligation under this Agreement, and Franchisee covenants that the Lease shall in no way limit or restrict Franchisor’s rights or remedies under this Agreement.
Ownership of the Hotel. Owner represents and warrants that it is the sole owner of the Hotel and holds good and marketable fee title to the Approved Location.
Ownership of the Hotel. A. Primary Manager hereby covenants that it will exercise its rights under the Primary Management Agreement (i) to cause Wyndham to have, keep, and maintain good and marketable leasehold title to the Hotel (ii) to cause Wyndham to cause Owner to have, keep and maintain good and marketable fee title to the Site, in each case free and clear of any and all liens, encumbrances or other charges, except as follows:
1. easements or other encumbrances (other than those described in subsections 2 and 3 hereof) that do not adversely affect the operation of the Hotel by Submanager and that are not prohibited pursuant to Section 8.04 of this Agreement;
2. Qualified Mortgages; or
3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable.
B. Primary Manager shall exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) to pay and discharge, on or before the due date, any and all payments due under any Mortgage. Primary Manager shall exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) to indemnify, defend, and hold Submanager harmless from and against all claims, litigation and damages arising from the failure of Owner or Wyndham, as applicable, to make any such payments as and when required; and this obligation of Primary Manager shall survive Termination. Submanager shall have no responsibility for payment of debt service due with respect to the Hotel, from Gross Revenues or otherwise, and such responsibility shall be solely that of Owner or Wyndham.
C. Primary Manager covenants and shall exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) to covenant that, so long as Submanager is not in Default under this Agreement or any Subordination Agreement, Submanager shall quietly hold, occupy and enjoy the Hotel throughout the Term hereof free from hindrance, ejection or molestation by Owner, Wyndham or Primary Manager or other party claiming under, through or by right of Owner, Wyndham or Primary Manager. Primary Manager shall exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) to pay and discharge any payments and charges and, at such party's expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation; provided, however, that Owner or ...
Ownership of the Hotel. A. Owner and Landlord hereby covenant that neither will hereafter impose or consent to the imposition of any liens, encumbrances or other charges, except as follows:
1. easements or other encumbrances that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.02;
2. Mortgages and related security instruments;
Ownership of the Hotel. Ownership of the Hotel
Ownership of the Hotel. Franchisee hereby represents, warrants and covenants to Franchisor that (i) Franchisee is the sole owner of the Hotel and (ii) Franchisee holds good and marketable fee title to the Approved Location.
Ownership of the Hotel. A. Tenant hereby covenants that it will not hereafter impose or consent to the imposition of any liens, encumbrances or other charges, except as follows:
1. easements or other encumbrances that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.04 of this Agreement;
2. mortgages which constitute Qualified Mortgages and related security instruments;
3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable; or
4. equipment leases for office equipment, telephone, motor vehicles and other property approved by Manager.
B. Subject to liens permitted by Section 8.01.A hereof and further subject to liens permitted to be placed by Landlord pursuant to the Owner Agreement, Tenant covenants that, so long as there then exists no Manager Default which arises from acts or failures to act by Manager with respect to the Hotel, Manager shall quietly hold, occupy and enjoy the Hotel throughout the Term hereof free from hindrance, ejection or molestation by Tenant or Landlord or other party claiming under, through or by right of Tenant or Landlord. Tenant agrees to pay and discharge any payments and charges and, at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation as set forth in the preceding sentence. Tenant will reasonably cooperate with Manager and its Affiliates in connection with Manager’s operation of the Hotel.
C. Tenant will make all payments under any Mortgage by the due date from its own funds and not as Deductions. Manager has no responsibility for payment of debt service.
