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.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)
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 's transition to ownership and replacement of the Hotel’s '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.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)
Shadow Management. Unless Manager Seller or an Affiliate of Seller will be continuing to manage the Hotel hotel manager after the Closing, then solely for the purpose of assisting Purchaser Buyer in connection with PurchaserBuyer’s transition to ownership and replacement of the Hotel’s manager upon the Closing, Seller shall permit PurchaserBuyer, 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 Existing Manager to use reasonable efforts to assist, PurchaserBuyer, its operating lessee, and its Hotel manager in a smooth transition of ownership and operation of the Hotel.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)