Common use of Shadow Management Clause in Contracts

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. After expiration As soon as practicable after Buyer has elected to proceed with its purchase of the Review PeriodProperty under Section 4.9 and has made the Additional Deposit, Seller ----------------- shall permit Purchaser Buyer to establish and maintain at its sole expense a shadow management operation with respect to the Hotel prior to Hotel, provided that the Closing Date: number of individuals engaged in such operation shall not exceed ten. Personnel from PurchaserBuyer'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 current Hotel Records and shall have the right (at PurchaserBuyer'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 Buyer and its shadow management operation and employees (a) shall not unreasonably or materially 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 AgreementSection 16.1, (c) shall repair any damage to the physical condition of the Hotel caused by Purchaser Buyer or its agents in any such shadow management operation, and (d) shall not be deemed permitted to have assumed management responsibilities prior to Closing assume (or deemed by virtue of such shadow managementmanagement to have assumed) management responsibilities or functions prior to Closing. Buyer shall Indemnify Seller and Hotel Manager from and against any and all Claims arising out of such shadow management activities.