Common use of Sale Termination Rights Clause in Contracts

Sale Termination Rights. In addition to the termination rights contained in Article XIV, upon any voluntary sale by Owner to a bona fide third-party purchaser of (i) all or any one or more of the Managed Properties, respectively, or any substantial interest therein; or (ii) all or substantially all of Owner’s assets or all or substantially all of the direct or indirect equity interests in Owner (as applicable, a “Third Party Sale”), Owner shall, so long as there does not exist any ongoing Material Loan Default which remains uncured at the time of such voluntary sale, have the right to terminate this Agreement with respect to any such Managed Properties that are subject to the Third Party Sale upon thirty (30) days’ written notice to Manager. In connection with any such termination of this Agreement by Owner pursuant to a Third Party Sale of all of the Managed Properties or a sale of Owner’s assets or the equity in Owner (but expressly excluding any Third Party Sale of less than all of the Managed Properties), as a condition to the effectiveness thereof, Owner shall pay to Manager the Termination Fee calculated in accordance with the formula set forth on Exhibit “D” (provided that, for avoidance of doubt, no such Termination Fee shall be payable if, in connection with such Third Party Sale, this Agreement is not terminated and the successor to Owner assumes this Agreement or the successor to Owner executes a new management agreement with Manager). In connection with any such termination pursuant to a Third Party Sale of one (1) or more but less than all of the Managed Properties, Owner shall pay to Manager a portion of the Termination Fee calculated in accordance with the formula set forth on Exhibit “D”, but accounting for only those TTMF attributable to the Managed Property(ies) sold pursuant to such Third Party Sale (provided that, for avoidance of doubt, no such Termination Fee shall be payable if, in connection with such Third Party Sale, this Agreement is not terminated with respect to one (1) or more the Managed Properties and the successor to Owner assumes this Agreement or the successor to Owner executes a new management agreement with Manager with respect to the Property or Properties which are the subject of such Third Party Sale). If for any reason the Third Party Sale is not consummated with respect to one (1) or more of the Properties, Owner shall be deemed to have revoked its election to terminate under this Section 15.2 and shall no longer be obligated to pay the Termination Fee (or any portion thereof) in connection with the failed Third Party Sale and any such revocation shall in no event constitute a waiver of, or otherwise impact, Owner’s future right to terminate this Agreement upon the occurrence of a Third Party Sale under the provisions of this Section 15.2. Notwithstanding the foregoing or anything to the contrary set forth herein, if at any time prior to the date which is twelve (12) calendar months following the effective date of termination of this Agreement pursuant to this Section 15.2, an operation, management, license, franchise or other agreement of any kind for any such Properties that are subject to the Third Party Sale is entered into under which Manager or a Xxxxxxxx Controlled Affiliate or their respective successors or assigns (acting in its sole and absolute discretion) realizes any economic benefit therefrom (the “New Xxxxxxxx Agreement”), such party shall promptly notify Owner in writing and in any event shall remit to Owner within ten (10) days after entering such New Xxxxxxxx Agreement the Termination Fee actually paid to Manager with respect to such Property as calculated in accordance with Exhibit “D.” Any successor owner’s decision to retain Manager and the proposed terms of any New Xxxxxxxx Agreement shall be at such successor owner’s sole and absolute discretion and Manager’s decision to accept such New Xxxxxxxx Agreement and the terms thereof shall be at Manager’s sole discretion.

Sale Termination Rights. In addition to the termination rights contained in Article XIV, upon any voluntary sale by Owner to a bona fide third-party purchaser of (i) all or any one (1) or more of the Managed Properties, respectively, or any substantial interest therein; or (ii) all or substantially all of Owner’s assets or all or substantially all of the direct or indirect equity interests in Owner (as applicable, a “Third Party Sale”), Owner shall, so long as there does not exist any ongoing Material Loan Default which remains uncured at the time of such voluntary sale, have the right to terminate this Agreement with respect to any such Managed Properties that are subject to the Third Party Sale upon thirty (30) days’ written notice to Manager. In connection with any such termination of this Agreement by Owner pursuant to a Third Party Sale of all of the Managed Properties or a sale of Owner’s assets or the equity in Owner (but expressly excluding any Third Party Sale of less than all of the Managed Properties), as a condition to the effectiveness thereof, Owner shall pay to Manager the Termination Fee calculated in accordance with the formula set forth on Exhibit “DA” (provided that, for avoidance of doubt, no such Termination Fee shall be payable if, in connection with such Third Party Sale, this Agreement is not terminated and the successor to Owner assumes this Agreement or the successor to Owner executes a new management agreement with Manager). In connection with any such termination pursuant to a Third Party Sale of one (1) or more but less than all of the Managed Properties, Owner shall pay to Manager a portion of the Termination Fee calculated in accordance with the formula set forth on Exhibit “DA”, but accounting for only those TTMF attributable to the Managed Property(ies) sold pursuant to such Third Party Sale (provided that, for avoidance of doubt, no such Termination Fee shall be payable if, in connection with such Third Party Sale, this Agreement is not terminated with respect to one (1) or more of the Managed Properties and the successor to Owner assumes this Agreement or the successor to Owner executes a new management agreement with Manager with respect to the Property or Properties which are the subject of such Third Party Sale). If for any reason the Third Party Sale is not consummated with respect to one (1) or more of the Properties, Owner shall be deemed to have revoked its election to terminate under this Section 15.2 and shall no longer be obligated to pay the Termination Fee (or any portion thereof) in connection with the failed Third Party Sale and any such revocation shall in no event constitute a waiver of, or otherwise impact, Owner’s future right to terminate this Agreement upon the occurrence of a Third Party Sale under the provisions of this Section 15.2. Notwithstanding the foregoing or anything to the contrary set forth herein, if at any time prior to the date which is twelve (12) calendar months following the effective date of termination of this Agreement pursuant to this Section 15.2, an operation, management, license, franchise or other agreement of any kind for any such Properties that are subject to the Third Party Sale is entered into under which Manager or a Xxxxxxxx Controlled Affiliate or their respective successors or assigns (acting in its sole and absolute discretion) realizes any economic benefit therefrom (the “New Xxxxxxxx Agreement”), such party shall promptly notify Owner in writing and in any event shall remit to Owner within ten (10) days after entering such New Xxxxxxxx Agreement the Termination Fee actually paid to Manager with respect to such Property as calculated in accordance with Exhibit “D.” A”. Any successor owner’s decision to retain Manager and the proposed terms of any New Xxxxxxxx Agreement shall be at such successor owner’s sole and absolute discretion and Manager’s decision to accept such New Xxxxxxxx Agreement and the terms thereof shall be at Manager’s sole discretion.

Sale Termination Rights. In addition to the termination rights contained in Article XIV, upon any voluntary sale by Owner to a bona fide third-party purchaser of (i) all or any one or more of the Managed Properties, respectively, Property or any substantial interest therein; or (ii) all or substantially all of Owner’s assets or all or substantially all of the direct or indirect equity interests in Owner (as applicable, a “Third Party Sale”), Owner shall, so long as there does not exist any ongoing Material Loan Default which remains uncured at the time of such voluntary sale, shall have the right to terminate this Agreement with respect to any such Managed Properties that are subject to the Third Party Sale upon thirty (30) days’ written notice to Manager. In connection with any such termination of this Agreement by Owner pursuant to a Third Party Sale of all of the Managed Properties or a sale of Owner’s assets or the equity in Owner (but expressly excluding any Third Party Sale of less than all of the Managed Properties)Sale, as a condition to the effectiveness thereof, Owner shall (subject to the terms of any subordination agreement with a holder of a Mortgage) pay to Manager the Termination Fee calculated in accordance with the formula set forth on Exhibit “DA” (provided that, for avoidance of doubt, no such Termination Fee shall be payable if, in connection with such Third Party Sale, this Agreement is not terminated and the successor to Owner assumes this Agreement or the successor to Owner executes a new management agreement with Manager). In connection with any such termination pursuant to a Third Party Sale of one (1) or more but less than all of the Managed Properties, Owner shall pay to Manager a portion of the Termination Fee calculated in accordance with the formula set forth on Exhibit “D”, but accounting for only those TTMF attributable to the Managed Property(ies) sold pursuant to such Third Party Sale (provided that, for avoidance of doubt, no such Termination Fee shall be payable if, in connection with such Third Party Sale, this Agreement is not terminated with respect to one (1) or more the Managed Properties and the successor to Owner assumes this Agreement or the successor to Owner executes a new management agreement with Manager with respect to the Property or Properties which are the subject of such Third Party Sale). If for any reason the Third Party Sale is not consummated with respect to one (1) or more of the Propertiesconsummated, Owner shall be deemed to have revoked its election to terminate under this Section 15.2 and shall no longer be obligated to pay the Termination Fee (or any portion thereof) in connection with the failed Third Party Sale and any such revocation shall in no event constitute a waiver of, or otherwise impact, Owner’s future right to terminate this Agreement upon the occurrence of a Third Party Sale under the provisions of this Section 15.2. Notwithstanding the foregoing or anything to the contrary set forth herein, if at any time prior to the date which is twelve (12) calendar months following the effective date of termination of this Agreement pursuant to this Section 15.2, an operation, management, license, franchise or other agreement of any kind for any such Properties the Property that are subject to the Third Party Sale is entered into under which Manager or a Xxxxxxxx Controlled Affiliate or their respective successors or assigns (acting in its sole and absolute discretion) realizes any economic benefit therefrom (the “New Xxxxxxxx Agreement”), such party shall promptly notify Owner in writing and in any event shall remit to Owner within ten (10) days after entering such New Xxxxxxxx Agreement the Termination Fee actually paid to Manager with respect to such the Property as calculated in accordance with Exhibit “D.” A”. Any successor owner’s decision to retain Manager and the proposed terms of any New Xxxxxxxx Agreement shall be at such successor owner’s sole and absolute discretion and Manager’s decision to accept such New Xxxxxxxx Agreement and the terms thereof shall be at Manager’s sole discretion.