Common use of Succession to Ownership Clause in Contracts

Succession to Ownership. Manager agrees that if Lender should succeed to the interest of Owner in and to the Premises, or any portion thereof which is subject to the Agreement, by means of foreclosure pursuant to the exercise of the power of sale contained in the Mortgage, judicial foreclosure, or conveyance in lieu of foreclosure, then, at the option and in the discretion of Lender exercised by written notice to Manager, either: (a) the Agreement shall be terminated; or (b) the Agreement shall remain in full force and effect, and Lender shall have the right to enforce the rights of the Owner under the Agreement, and to otherwise assume the rights and interests of Owner in, to and under the Agreement. In the event Lender elects the option specified in clause (b) of the immediately preceding sentence, then Manager will perform its duties and obligations for Lender under the Agreement in accordance with the terms and provisions of the Agreement, and the Agreement shall continue in full force and effect as a direct agreement between Lender and Manager with the same force and effect as if Lender were originally named there as the Owner, and Manager and Lender shall be bound to each other under the terms, covenants and provisions of the Agreement; provided, however, that (i) Lender shall not be liable for any act, omission or obligation of Owner under the Agreement, or for any matter arising under the Agreement prior to the date Lender succeeds to the interest of Owner in and to the Premises and takes possession of the Premises; (ii) Lender shall not be responsible for the payment of any fees which are due and payable to Manager under the Agreement, for, during or with respect to any period of time prior to the date Lender succeeds to the interest of Owner in and to the Premises; (iii) Lender shall not be subject to any claims, offsets or defenses which Manager may have against Owner; (iv) Lender shall not be bound by any amendment to or modification of the Agreement made without the written consent of Lender; (v) Lender shall have no obligation to repair or restore all or any portion of the Premises in the event of damage or destruction to, or condemnation of, any portion of the Premises or any component thereof; and (vi) Lender shall have no personal liability to Manager for any of the duties and obligations of the Manager under the Agreement, the liability of Lender for the performance of such duties and obligations being limited solely to Lender’s interest in the Premises. Furthermore, in the event Lender terminates the Agreement pursuant to this paragraph 5, Lender shall not be liable to Manager for any damages of any sort or any termination fees, reimbursements or liquidated damages pursuant to the Agreement.

Succession to Ownership. Notwithstanding the foregoing, Manager agrees that if an Event of Default (as defined in the Loan Agreement) occurs and is continuing, or Lender (or its successors) should (a) seek appointment of a receiver or other change in management of the Premises after a default with respect to the Senior Obligations or (b) succeed to the interest of Owner Assignor in and to the Premises, or any portion thereof which is subject to the Management Agreement, by means of foreclosure pursuant to the exercise of the power of sale contained in the Mortgage, judicial foreclosure, or conveyance in lieu of foreclosure, then, at the option and in the discretion of Lender exercised by written notice to Manager, Lender may, in its sole discretion either: (ai) terminate the Management Agreement, and the Management Agreement shall be terminatedterminated as it relates to the Premises, provided that, in the event that the Worker Adjustment and Retraining Notification Act or similar state regulations (“WARN Act”) are applicable to such termination but Lender or a successor manager designated by Xxxxxx or a successor owner does not hire and retain a sufficient number of employees at the hotel such that Manager is required to give notices pursuant to the WARN Act, then the effective date of such termination shall be extended for a period not to exceed sixty-five (65) days to allow the statutory notices to be provided under the WARN Act (the “WARN Extension”); or (bii) assume the Agreement Assignor’s rights under the Management Agreement, which shall remain in full force and effect, and Lender shall have the right to enforce the rights of the Owner Assignor under the Management Agreement, and to otherwise assume the rights and interests of Owner Assignor in, to and under the Management Agreement. In the event Lender elects the option specified in clause (bii) of the immediately preceding sentencein this Section 5 above, then Manager will perform its duties and obligations for Lender under the Management Agreement in accordance with the terms and provisions of the Management Agreement, and the Management Agreement shall continue in full force and effect as a direct agreement between Lender and Manager with the same force and effect as if Lender were originally named there as the Ownerowner of the Premises, and Manager and Lender shall be bound to each other under the terms, covenants and provisions of the Management Agreement; provided. In all cases, however, that whether clause (i) or (ii) in this Section 5 above is exercised by Lender, (A) Lender shall not be liable for any act, omission or obligation of Owner Assignor under the Management Agreement, or for any matter arising under the Management Agreement prior to the date Lender expressly succeeds to the interest of Owner Assignor in and to the Premises and takes possession of the PremisesManagement Agreement; (iiB) Lender shall not be responsible for the payment of any fees which are due and payable to Manager under the Management Agreement, for, during or with respect to any period of time prior to the date Lender succeeds to the interest of Owner Assignor in and to the PremisesManagement Agreement; (iiiC) Lender shall not be subject to any claims, offsets or defenses which Manager may have against OwnerAssignor; (ivD) Lender shall not be bound by any amendment to or modification of the Management Agreement made without the written consent of Lender; and (vE) Lender shall have no obligation to repair or restore all or any portion of the Premises in the event of casualty damage or destruction to, or condemnation of, any portion of the Premises or any component thereof; and (vi) Lender shall have no personal liability to Manager for any of the duties and obligations of the Manager under the Agreement, the liability of Lender for the performance of such duties and obligations being limited solely to Lender’s interest in the Premises. Furthermore, in the event Lender terminates the Management Agreement is terminated pursuant to clause (i) of this paragraph Section 5, Lender shall not be liable to Manager for any damages of any sort or any termination fees or other fees, reimbursements or liquidated damages pursuant to the Management Agreement.. Nothing herein shall waive or limit Manager’s right after the termination or assumption of the Management Agreement by Xxxxxx, to pursue Assignor for any amounts owed to Manager by Assignor under the Management Agreement for periods of time prior to such assumption or termination or otherwise resulting from any such termination. ​

Succession to Ownership. Notwithstanding the foregoing, Manager agrees that if an Event of Default (as defined in the Loan Agreement) occurs and is continuing, or Lender (or its successors) should (a) seek appointment of a receiver or other change in management of the Premises after a default with respect to the Senior Obligations or (b) succeed to the interest of Owner Assignor in and to the Premises, or any portion thereof which is subject to the Management Agreement, by means of foreclosure pursuant to the exercise of the power of sale contained in the Mortgage, judicial foreclosure, or conveyance in lieu of foreclosure, then, at the option and in the discretion of Lender exercised by written notice to Manager, Lender may, in its sole discretion either: (ai) terminate the Management Agreement, and the Management Agreement shall be terminatedterminated as it relates to the Premises, provided that, in the event that the Worker Adjustment and Retraining Notification Act or similar state regulations (“WARN Act”) are applicable to such termination but Lender or a successor manager designated by Xxxxxx or a successor owner does not hire and retain a sufficient number of employees at the hotel such that Manager is required to give notices pursuant to the WARN Act, then the effective date of such termination shall be extended for a period not to exceed sixty-five (65) days to allow the statutory notices to be provided under the WARN Act (the “WARN Extension”); or (bii) assume the Agreement Assignor’s rights under the Management Agreement, which shall remain in full force and effect, and Lender shall have the right to enforce the rights of the Owner Assignor under the Management Agreement, and to otherwise assume the rights and interests of Owner Assignor in, to and under the Management Agreement. In the event Lender elects the option specified in clause (bii) of the immediately preceding sentencein this Section 5 above, then Manager will perform its duties and obligations for Lender under the Management Agreement in accordance with the terms and provisions of the Management Agreement, and the Management Agreement shall continue in full force and effect as a direct agreement between Lender and Manager with the same force and effect as if Lender were originally named there as the Ownerowner of the Premises, and Manager and Lender shall be bound to each other under the terms, covenants and provisions of the Management Agreement; provided. In all cases, however, that whether clause (i) or (ii) in this Section 5 above is exercised by Lender, (A) Lender shall not be liable for any act, omission or obligation of Owner Assignor under the Management Agreement, or for any matter arising under the Management Agreement prior to the date Lender expressly succeeds to the interest of Owner Assignor in and to the Premises and takes possession of the PremisesManagement Agreement; (iiB) Lender shall not be responsible for the payment of any fees which are due and payable to Manager under the Management Agreement, for, during or with respect to any period of time prior to the date Lender succeeds to the interest of Owner Assignor in and to the PremisesManagement Agreement; (iiiC) Lender shall not be subject to any claims, offsets or defenses which Manager may have against OwnerAssignor; (ivD) Lender shall not be bound by any amendment to or modification of the Management Agreement made without the written consent of Lender; and (vE) Lender shall have no obligation to repair or restore all or any portion of the Premises in the event of casualty damage or destruction to, or condemnation of, any portion of the Premises or any component thereof; and (vi) Lender shall have no personal liability to Manager for any of the duties and obligations of the Manager under the Agreement, the liability of Lender for the performance of such duties and obligations being limited solely to Lender’s interest in the Premises. Furthermore, in the event Lender terminates the Management Agreement is terminated pursuant to clause (i) of this paragraph Section 5, Lender shall not be liable to Manager for any damages of any sort or any termination fees or other fees, reimbursements or liquidated damages pursuant to the Management Agreement. Nothing herein shall waive or limit Manager’s right after the termination or assumption of the Management Agreement by Xxxxxx, to pursue Assignor for any amounts owed to Manager by Assignor under the Management Agreement for periods of time prior to such assumption or termination or otherwise resulting from any such termination.

Succession to Ownership. Notwithstanding the foregoing, Manager agrees that if an Event of Default (as defined in the Loan Agreement) occurs and is continuing, or Lender (or its successors) should (a) seek appointment of a receiver or other change in management of the Premises after a default with respect to the Senior Obligations or (b) succeed to the interest of Owner Assignor in and to the Premises, or any portion thereof which is subject to the Agreement, by means of foreclosure pursuant to the exercise of the power of sale contained in the Mortgage, judicial foreclosure, or conveyance in lieu of foreclosure, then, at the option and in the discretion of Lender exercised by written notice (and effective upon the date set forth in such notice) to Manager, Lender may, in its sole discretion either: (ai) terminate the Agreement, and the Agreement shall be terminatedterminated as it relates to the Premises; or (bii) assume the Agreement Assignor’s rights under the Agreement, which shall remain in full force and effect, and Lender shall have the right to enforce the rights of the Owner Assignor under the Agreement, and to otherwise assume the rights and interests of Owner Assignor in, to and under the Agreement. In the event Lender elects the option specified in clause (bii) of the immediately preceding sentencein this Section 5 above, then Manager will perform its duties and obligations for Lender under the Agreement in accordance with the terms and provisions of the Agreement, and the Agreement shall continue in full force and effect as a direct agreement between Lender and Manager with the same force and effect as if Lender were originally named there as the Ownerowner of the Premises, and Manager and Lender shall be bound to each other under the terms, covenants and provisions of the Agreement; provided. In all cases, however, that whether clause (i) or (ii) in this Section 5 above is exercised by Lender, (A) Lender shall not be liable for any act, omission or obligation of Owner Assignor under the Agreement, or for any matter arising under the Agreement prior to the date Lender expressly succeeds to the interest of Owner Assignor in and to the Premises and takes possession of the PremisesAgreement; (iiB) Lender shall not be responsible for the payment of any fees which are due and payable to Manager under the Agreement, for, during or with respect to any period of time prior to the date Lender succeeds to the interest of Owner Assignor in and to the PremisesAgreement; (iiiC) Lender shall not be subject to any claims, offsets or defenses which Manager may have against OwnerAssignor; (ivD) Lender shall not be bound by any amendment to or modification of the Agreement made without the written consent of Lender; and (vE) Lender shall have no obligation to repair or restore all or any portion of the Premises in the event of damage or destruction to, or condemnation of, any portion of the Premises or any component thereof; and (vi) Lender shall have no personal liability to Manager for any of the duties and obligations of the Manager under the Agreement, the liability of Lender for the performance of such duties and obligations being limited solely to Lender’s interest in the Premises. Furthermore, in the event Lender terminates the Agreement is terminated pursuant to this paragraph Section 5, Lender shall not be liable to Manager for any damages of any sort or any termination fees or other fees, reimbursements or liquidated damages pursuant to the Agreement.