Common use of PROCEDURES FOR TRANSFERS Clause in Contracts

PROCEDURES FOR TRANSFERS. Licensee must provide written notice to Licensor in advance of any proposed Transfer stating the identity of the prospective transferee, purchaser, or lessee and the terms and conditions of the conveyance. As a condition to consenting to the transfer, Licensor may require any one or more of the following to be met: (1) Licensee will upon request provide a copy of any proposed agreement of transfer and all other information with respect thereto which Licensor may reasonably require; (2) Licensee will upon request provide documents showing ownership structure of the Licensee, site control by the Licensee, possession or management control by the Licensee, financial statements of any participants, and any other documents reasonably requested by Licensor; (3) Licensee will upon request pay a processing fee to Licensor of up to $5,000 to cover Licensor's costs to review and consent to the Transfer; provided however, in the case of a transfer of Equity Interests which require registration under any federal or state securities law, Licensee will pay a processing fee that will not exceed $25,000; (4) Licensee and all participants in any proposed public offering (including the sale of partnership or membership interests) (i) agree to fully indemnify Licensor in connection with the registration, (ii) furnish Licensor with all information requested, and (iii) avoid using Licensor's service marks or trademarks or otherwise implying Licensor's participation in or endorsing of any public offering; (5) Licensee will at all times adequately provide for the management of the Hotel during any Transfer; or (6) Licensor may require the transferee to promptly execute a new license agreement on Licensor's then current license agreement for the unexpired term of this Agreement, and Licensor may require the guarantee of the new license agreement by the same guarantors of this Agreement (or substitute guarantors approved by Licensor in its sole discretion).

PROCEDURES FOR TRANSFERS. Licensee must provide written notice to Licensor in advance of any proposed Transfer stating the identity of the prospective transferee, purchaser, or lessee and the terms and conditions of the conveyance. As a condition to consenting to the transfer, Licensor may require any one or more of the following to be met: (1) Licensee will upon request provide a copy of any proposed agreement of transfer and all other information with respect thereto which Licensor may reasonably require; (2) Licensee will upon request provide documents showing ownership structure of the Licensee, site control by the Licensee, possession or management control by the Licensee, financial statements of any participants, and any other documents reasonably requested by Licensor; (3) Licensee will upon request pay a processing fee to Licensor of up to $5,000 to cover Licensor's costs to review and consent to the Transfer; provided however, in the case of a transfer of Equity Interests which require registration under any federal or state securities law, Licensee will pay a processing fee that will not exceed $25,000; (4) Licensee and all participants in any proposed public offering (including the sale of partnership or membership interests) (i) agree to fully indemnify Licensor in connection with the registration, (ii) furnish Licensor with all information requested, and (iii) avoid using Licensor's Licensors service marks or trademarks or otherwise implying Licensor's participation in or endorsing of any public offering; (5) Licensee will at all times adequately provide for the management of the Hotel during any Transfer; or (6) Licensor may require the transferee to promptly execute a new license agreement on Licensor's then current license agreement for the unexpired term of this Agreement, and Licensor may require the guarantee of the new license agreement by the same guarantors of this Agreement (or substitute guarantors approved by Licensor in its sole discretion).

PROCEDURES FOR TRANSFERS. Licensee must provide written notice to Licensor in advance of any proposed Transfer stating the identity of the prospective transferee, purchaser, or lessee and the terms and conditions of the conveyance. As a condition to consenting to the transfer, Licensor may require any one or more of the following to be met: (1) Licensee will upon request provide a copy of any proposed agreement of transfer and all other information with respect thereto which Licensor may reasonably require; (2) Licensee will upon request provide documents showing ownership structure of the Licensee, site control by the Licensee, possession or management control by the Licensee, financial statements of any participants, and any other documents reasonably requested by Licensor; (3) Licensee will upon request pay a processing fee to Licensor of up to $5,000 to cover Licensor's Licensor s costs to review and consent to the Transfer; provided however, in the case of a transfer of Equity Interests which require registration under any federal or state securities law, Licensee will pay a processing fee that will not exceed $25,000; (4) Licensee and all participants in any proposed public offering (including the sale of partnership or membership interests) (i) agree to fully indemnify Licensor in connection with the registration, (ii) furnish Licensor with all information requested, and (iii) avoid using Licensor's Licensor s service marks or trademarks or otherwise implying Licensor's Licensor s participation in or endorsing of any public offering; (5) Licensee will at all times adequately provide for the management of the Hotel during any Transfer; or (6) Licensor may require the transferee to promptly execute a new license agreement on Licensor's Licensor s then current license agreement for the unexpired term of this Agreement, and Licensor may require the guarantee of the new license agreement by the same guarantors of this Agreement (or substitute guarantors approved by Licensor in its sole discretion).