Shadow Management. Unless Manager will be continuing to manage the Hotel after the Closing, then solely for the purpose of assisting Purchaser in connection with Purchaser’s transition to ownership and replacement of the Hotel’s manager upon the Closing, Seller shall permit Purchaser, its operating lessee, or the new Hotel manager to establish and maintain a “shadow management operation” respecting the Hotel comprised of no more than six (6) individuals within the seven (7) calendar days preceding the Closing Date; provided, however, that the shadow management operation and employees (a) shall not unreasonably interfere with the normal management and operation of the Hotel, and (b) shall not be deemed to have assumed management responsibilities of the Hotel prior to the Closing by virtue of any shadow management operation. Seller shall otherwise use its reasonable efforts to assist and cause Manager to use reasonable efforts to assist, Purchaser, its operating lessee, and its Hotel manager in a smooth transition of ownership and operation of the Hotel.
Shadow Management. After expiration of the Review Period, Seller ----------------- shall permit Purchaser to establish and maintain at its sole expense a shadow management operation with respect to the Hotel prior to the Closing Date: Personnel from Purchaser's shadow management operation shall have reasonable access during normal business hours to all books, records and other information in the possession or control of Seller or its agents concerning the Hotel and shall have the right (at Purchaser's expense) to establish duplicate books and records in order to effect a smooth transition in the ownership and management of the Hotel; provided, however, that Purchaser and its shadow management operation and employees (a) shall not unreasonably interfere with the normal management and operation of the Hotel, (b) shall hold all information acquired from such books and records confidential in accordance with the provisions of this Agreement, (c) shall repair any damage to the physical condition of the Hotel caused by Purchaser or its agents in any such shadow management operation, and (d) shall not be deemed to have assumed management responsibilities prior to Closing by virtue of such shadow management.
Shadow Management. Following the expiration of the Limited Due Diligence Period, and provided that Purchaser has delivered a Notice to Proceed, upon written request of Purchaser, Seller shall cause Seller’s property manager to permit Purchaser to establish a shadow management operation with respect to the Property consisting of up to six (6) employees of the Purchaser or of the Purchaser’s prospective manager who shall have reasonable access during normal business hours to all Property records and to the Property to observe the operation of the Hotel business immediately as of the expiration of the Limited Due Diligence Period through the Closing Date to aid in the Purchaser’s transition efforts. Purchaser will conduct such shadow management operations in a manner that is not disruptive to the normal operation of the Hotel. If at any time, Seller or Seller’s property manager believes in good faith that the shadow management operations of Purchaser or its representatives are unreasonably disruptive, then Seller or Seller’s property manager may require all such employees to cease all shadow management operations if such disruptions of the normal business operations at the Hotel are not cured within one (1) business day. Purchaser shall defend, indemnify, and hold harmless Seller from and against any liability, claim, cost or expense (whether arising out of injury or death to persons or damage to the Property or otherwise) including costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees reasonably incurred, arising out of or in connection with Purchaser’s shadow management operations, Purchaser’s breach of its obligations under this Section 8.6 or Purchaser’s or any employee’s entry upon the Property, except solely to the extent any of the same are caused by the gross negligence or willful misconduct of Seller, or Seller’s property manager. The provisions of this Section 8.6 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement, and shall not be subject to the twelve (12) month limitation set forth herein.
Shadow Management. 17 8.9 Access to Records and Financial Information................... 17
Shadow Management. No sooner than ten (10) days prior to Closing and with consent of Licensor, Seller and Licensor shall permit Buyer to establish and maintain a shadow management operation with respect to the Hotel prior to the Closing Date; provided, however, that Buyer may observe but may not give any directions or instructions to any of the Hotel’s employees prior to Closing. Personnel from Buyer’s shadow management operation shall have reasonable access during normal business hours to all books, records and other information in the possession or control of Seller and Licensor or its or their agents concerning Property and the operations of the Hotel; provided, however, that Buyer and its shadow management operation and employees (a) shall not interfere with the normal management and operation of the Hotel in a manner that materially adversely affects the operation of the Property or the License Agreement, (b) shall hold all information acquired from such books and records confidential in accordance with the provisions of this Contract, and (c) shall not be deemed to have assumed management responsibilities by virtue of such shadow management.
Shadow Management. Upon the expiration of the Inspection Period and provided that Buyer has not elected to terminate this Agreement, as provided herein, Seller shall permit Buyer to establish and maintain a shadow management operation with respect to the Hotel. Personnel from Buyer's shadow management operation shall have reasonable access during normal business hours to all books, records and other information in the possession or control of records and other information in the possession or control of Seller or its agents concerning the Hotel and shall have the right (at Buyer's expense) to establish duplicate books and records (whether in tangible or electronic form) in order to effect a smooth transition in the ownership and management of the Hotel; provided, however, that Buyer and its shadow management operation and employees shall not unreasonably interfere with the normal management and operation of the Hotel, shall hold all information acquired from such books and records confidential in accordance with the provisions of this Agreement, shall repair any damage to the physical condition of the Hotel caused by Buyer or its agents in any such shadow management operation, and shall not be deemed to have assumed management responsibilities prior to Closing by virtue of such shadow management. 34
Shadow Management. Southgate shall permit AEGIS to establish and maintain a shadow management operation with respect to the Property prior to the Closing Date. Personnel from AEGIS's or manager's shadow management operation shall have reasonable access during normal business hours to all books, records and other information in the possession or control of Southgate or its agents concerning the Property and shall have the right (at AEGIS's expense) to establish duplicate books and records in order to effect a smooth transition in the ownership and management of the Property; provided, however, that AEGIS and its shadow management operation and employees (a) shall not unreasonably interfere with the normal management and operation of the Property, (b) shall hold all information acquired from such books and records confidential in accordance with the provisions of this Agreement, (c) shall repair any damage to the physical condition of the Property caused by AEGIS or its agents in any such shadow management operation, and (d) shall not be deemed to have assumed management responsibilities prior to Closing by virtue of such shadow management.
Shadow Management. At Buyer’s request, Seller shall direct its Manager to allow Buyer’s manager’s executive management team to “shadow” Manager’s executive management team at the Property during the two weeks prior to Closing. From and after the delivery by Buyer of a Go-Hard Notice and the Additional Deposit, Seller shall (and shall direct Manager to) provide Buyer and/or its designee with any information related to the ownership and/or operation of the Hotel reasonably requested by Buyer, to the extent in Seller’s or Manager’s possession or control; and (y) reasonably cooperate with Buyer and/or its designee in effectuating the transition of the operation of the Hotel to Buyer and/or its designee, provided that, notwithstanding the provisions of Section 15.25(y), the consummation of such transition in a manner satisfactory to Buyer shall not be a condition precedent to Buyer’s obligation to close hereunder, and Buyer may not claim a default by Seller under this Agreement with respect to the provisions of Section 15.25(y).
Shadow Management. During the Transition Period, Seller shall permit Buyer to establish and maintain a shadow management operation with respect to the Hotel. Personnel from Buyer's shadow management operation shall have reasonable access during normal business hours to all books, records and other information in the possession or control of records and other information in the possession or control of Seller or its agents concerning the Hotel and shall have the right (at Buyer's expense) to establish duplicate books and records (whether in tangible or electronic form) in order to effect a smooth transition in the ownership and management of the Hotel; provided, however, that Buyer and its shadow management operation and employees shall not unreasonably interfere with the normal management and operation of the Hotel, shall repair any damage to the physical condition of the Hotel caused by Buyer or its agents in any such shadow management operation, shall have no decision making authority, no supervisory authority, and shall not be deemed to have assumed management responsibilities prior to Closing by virtue of such shadow management.
Shadow Management. Upon the expiration of the Due Diligence Period and provided Buyer has not elected to terminate this Agreement as provided herein, Seller shall permit Buyer to establish and maintain a shadow management operation with respect to the Hotel. Subject to the limitations in SECTION 5 and subject to Seller's right to operate the Hotel in the Ordinary Course as set forth in SECTION 7, personnel from Buyer's shadow management operation shall have reasonable access during normal business hours to all books, records and other information in the possession or control of Seller or its agents concerning the Hotel and shall have the right (at Buyer's sole expense) to establish duplicate books and records (whether intangible or electronic form) in order to effect a smooth transition in the ownership and management of the Hotel and the right to use a reasonable amount of meeting room space at the Hotel, subject to availability and other reasonable restrictions, for applicant processing and interviewing; provided, however, that Buyer and its shadow management operation and employees shall not unreasonably interfere with the normal management and operation of the Hotel, shall hold all information acquired from such books and records confidential in accordance with the provisions of this Agreement, shall repair any damage to the physical condition of the Hotel caused by Buyer or its agents in any such shadow management operation, and shall not be deemed to have assumed management responsibilities prior to Closing by virtue of such shadow management.
