Termination Upon Sale. Notwithstanding anything to the contrary contained herein, a Party may terminate its obligations under this Agreement as to a specific operating area or portion thereof if such Party sells or otherwise transfers the area or portion thereof to a non-Affiliate in compliance with the terms and conditions of this Agreement. The selling or transferring Party shall provide the other Party with at least sixty (60) Days prior written notice of such termination, which shall be effective on the date specified in the notice. Notwithstanding termination of this Agreement as to a specific operating area, this Agreement shall remain in full force and effect in the remaining operating areas.
Termination Upon Sale. Upon Notice to Manager, Lessee shall have the option to terminate this Agreement with respect to one, more or all of the Hotels or Non-Managed Hotels effective as of the closing of the Sale of such Hotels or Non-Managed Hotels to a third party. Such Notice shall be given at least forty-five (45) days’ in advance (unless otherwise required by Legal Requirements, in which case Lessee shall provide such additional notice in order to comply with such Legal Requirements) and shall inform Manager of the identity of the contract purchaser. Manager, at its election, may offer to provide management services to such contract purchaser after the closing of the sale. Lessee shall, in connection with such Sale, by a separate document reasonably acceptable to Lessee and Manager, indemnify and save Manager harmless against any and all losses, costs, damages, liabilities and court costs, claims and expenses, including, without limitation, reasonable attorneys’ fees arising or resulting from the failure of Lessee or such prospective purchaser to provide any of the services contracted for in connection with the business booked for such hotels to, and including, the date of such Termination, in accordance with the terms of this Agreement, including without limitation, any and all business so booked as to which facilities and/or services are to be furnished subsequent to the date of Termination, provided that any settlement by Manager of any such claims shall be subject to the prior written approval of Lessee which shall not be unreasonably withheld, conditioned or delayed. In addition, the following terms shall apply in connection with the sale of any Hotel:
(i) If this Agreement is terminated pursuant to Section 2.03(a) with respect to a Hotel prior to the first anniversary of the Commencement Date applicable to such Hotel, then Lessee shall pay to Manager on such termination, a termination fee as liquidated damages and not as a penalty (provided that an Event of Default by Manager is not then existing beyond any cure or grace periods set forth in this Agreement) in an amount equal to the estimated Base Management Fee and Incentive Fee that was estimated to be paid to Manager with respect to such Hotel pursuant to the Annual Operating Budget for the remaining Accounting Periods until the first anniversary of the Commencement Date for such Hotel (irrespective of the Management Fees paid to Manager prior to the date of the Termination with respect to such Hotel). If this Agre...
Termination Upon Sale. Upon Notice to Manager, Lessee shall have the option to terminate this Agreement with respect to one, more or all of the Hotels effective as of the closing of the Sale of such Hotels to a third party. Such Notice shall be given at least forty-five (45) days’ in advance (unless otherwise required by Legal Requirements, in which case Lessee shall provide such additional notice in order to comply with such Legal Requirements) and shall inform Manager of the identity of the contract purchaser. Manager, at its election, may offer to provide management services to such contract purchaser after the closing of the sale. Lessee shall, in connection with such Sale, by a separate document reasonably acceptable to Lessee and Manager, indemnify and save Manager harmless against any and all losses, costs, damages, liabilities and court costs, claims and expenses, including, without limitation, reasonable attorneys’ fees arising or resulting from the failure of Lessee or such prospective purchaser to provide any of the services contracted for in connection with the business booked for such hotels to, and including, the date of such Termination, in accordance with the terms of this Agreement, including without limitation, any and all business so booked as to which facilities and/or services are to be furnished subsequent to the date of Termination, provided that any settlement by Manager of any such claims shall be subject to the prior written approval of Lessee which shall not be unreasonably withheld, conditioned or delayed. In addition, the following terms shall apply in connection with the sale of any Hotel:
Termination Upon Sale. (a) If during the Term, the Company:
(i) is merged into another company;
(ii) sells all or substantially all of its assets to another company or person;
(iii) experiences a change in ownership of 50% or more of its common stock; or
(iv) issues shares in excess of 50% of its then outstanding stock to another company or person and the Executive is not offered, by the acquiring company or person, an employment position, or not offered an employment position satisfactory to him (in his sole discretion), he shall be deemed Terminated Without Cause and shall be entitled to a severance payment in an amount equal to one year's Base Salary, which shall be in addition to amounts payable to the Executive under Section 3.3 above.
(b) The foregoing subsection 3.5(a) shall not apply if the Executive is an equity participant in any of the transactions described in subsection 3.5(a)(i)-(iv) above.
Termination Upon Sale. Notwithstanding anything to the contrary contained herein, a Party may terminate this Agreement as to a specific operating area or portion thereof if such Party sells or otherwise transfers the area or portion thereof. The selling or transferring Party shall provide the other Party with at least one hundred and twenty (120) calendar days' prior written notice of such termination, which shall be effective on the date specified in the notice. Notwithstanding termination of this Agreement as to a specific operating area, this Agreement shall remain in full force and effect in the remaining operating areas.
Termination Upon Sale. III-2 2.5
Termination Upon Sale. In addition to the foregoing termination rights, the Management Agreement will terminate (i) as to a particular Property upon the voluntary sale of such Property to a third party or (ii) in full upon a voluntary sale of New Propco, whether by the sale of assets or equity (each, a “Termination Upon Sale”). In the event that New Propco terminates the Management Agreement as the result of Termination Upon Sale with respect to all the Properties (or New Propco as a whole), New Propco will, unless Manager continues to manage the Properties after such sale as indicated below, pay to Manager a termination fee (the “Early Termination Fee”) with respect to all four (4) Properties, in an amount equal to the sum of the Management Fees for the trailing twelve (12)-month period prior to the Termination (“TTMF”) if the Termination occurs prior to the expiration of the fifth (5th) Full Fiscal Year of the Term, which Early Termination Fee shall decline at a rate of 0.55% of the TTMF per month commencing on the first month of the sixth (6th) Full Fiscal Year of the Term; provided that the Early Termination Fee shall be zero (i.e., there shall be no Termination Fee) from and after the end of the twentieth (20th) fiscal year of the Term. The Early Termination Fee will be pro-rated among the four (4) Properties on the basis of the percentage of Management Fees attributable to each Property in the TTMF such that if there is an amendment or other modification of the Management Fee to reflect the removal of one or more (but not all four (4)) Properties due to the transfer of such Properties, then the Early Termination Fee for such terminated Properties shall be such pro-rated amount (and not the full Early Termination Fee). If a Property sale occurs (or a sale of all the Properties or of New Propco) and the purchaser retains the Manager for such Property or Properties, no Early Termination Fee will be due and payable (although any purchaser’s determination as to whether to offer to retain Manager and the proposed terms of any offered retention shall be at purchaser’s sole discretion, and Manager’s determination of whether to accept retention by a purchaser and the terms of such retention shall be at Manager’s sole discretion).
Termination Upon Sale. Notwithstanding anything to the contrary contained herein, a Party may terminate this Agreement as to a specific operating area or portion thereof if such Party sells or otherwise transfers the area or portion thereof. The selling or transferring Party shall provide the other Party with at least ninety (90) calendar days' prior written notice of such termination, which shall be effective on the date specified in the notice. Notwithstanding anything to the contrary herein, the selling Party, if requested by the other Party following said notice, shall, instead of terminating this Agreement, assign this Agreement to the purchaser of the specific operating area or portion thereof in question. Notwithstanding termination or assignment of this Agreement as to a specific operating area, this Agreement shall remain in full force and effect in the remaining operating areas.
Termination Upon Sale. Upon any sale of the Project, this Agreement shall automatically terminate as of the closing date of such sale.
Termination Upon Sale. Notwithstanding anything to the contrary contained herein, a Party may terminate this Agreement as to a specific operating area or portion thereof if such Party sells or otherwise transfers the area or portion thereof to a non-affiliate. The right of termination provided herein is expressly conditioned upon, and subject to, unconditional and prompt acceptance of the terms of this Agreement by the non-affiliated Party. The selling or transferring Party shall provide the other Party with at least ninety (90) calendar days’ prior written notice of such termination, which shall be effective on the date the non- Affiliated Party provides formal, written notice of its acceptance and assumption of the rights, obligations, and duties of the Party selling or transferring the area, and the other Party being reasonably satisfied that the Party acquiring the area is able to fulfill the obligations hereunder. Such acceptance and assumption shall be memorialized in a form mutually agreed upon by both Parties. Notwithstanding termination of this Agreement as to a specific operating area, this Agreement shall remain in full force and effect in the remaining operating areas.
