Common use of Sale to Third Party Clause in Contracts

Sale to Third Party. (a) In the event that Owner consummates the transfer of the Hotel to a third party purchaser approved by Manager (such approval to be in the exercise of Manager’s reasonable business judgment and underwriting policies) and such third party purchaser elects to retain this Agreement, the third party purchaser shall execute and deliver to Manager an amendment and restatement of this Agreement confirming all the terms hereof, and assuming all of the obligations of Owner hereunder, including, without limitation, assumption of the unamortized portion of the Enhancement and the Guaranty, at which time Owner shall have no further liability under this Agreement or the Guaranty. (b) In the event that Owner consummates the transfer of the Hotel to a third party purchaser and such third party purchaser elects to terminate this Agreement, upon the transfer of the Hotel, in addition to any other amounts payable to Manager hereunder, Owner shall pay the Termination Fee set forth in Section 8.03 of this Agreement, together with the unamortized portion of the Enhancement.