Common use of Right of First Refusal on Full Service Hotels Clause in Contracts

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, Seller shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer.

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, Seller shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer.

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and all ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, Seller shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer.

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and all ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, Seller shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer.