Common use of Termination Upon Sale Clause in Contracts

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. In addition Upon Notice to Manager, Xxxxxx shall have the option to terminate this Agreement with respect to the foregoing termination rights, Hotel effective as of the Management Agreement will terminate (i) as to a particular Property upon closing of the voluntary sale Bona Fide Sale of such Property the Hotel to a third party or party. Such Notice shall be given at least sixty (ii60) days in full upon a voluntary sale of New Propcoadvance (unless otherwise required by Legal Requirements, whether by the sale of assets or equity (each, a “Termination Upon Sale”in which case Lessee shall provide such additional notice in order to comply with such Legal Requirements). In 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 event failure of Lessee or such prospective purchaser to provide any of the services contracted for in connection with the business booked for the Hotel 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 New Propco terminates any settlement by Manager of any such claims shall be subject to the Management prior written approval of Lessee which shall not be unreasonably withheld, conditioned or delayed. If this Agreement as the result of Termination Upon Sale with respect is terminated pursuant 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”this Section 2.3(a) with respect to all four the Hotel, then Lessee shall pay to Manager on such termination, a termination fee as liquidated damages and not as a penalty (4provided that an Event of Default by Manager is not then existing beyond any cure or grace periods set forth in this Agreement) Properties, in an amount equal to the sum lesser of (i) the Management Fees that were paid to Manager with respect to such Hotel for the trailing twelve calendar months immediately preceding the closing date of such sale or (12)-month period prior ii) the Management Fees to be paid to Manager for that number of months immediately preceding the closing date for such Sale equal to the Termination (“TTMF”) if the Termination occurs prior to the expiration number 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 months remaining on the first month of the sixth then current Term (6th) Full Fiscal Year of the Term; provided that the Early Termination Fee shall be zero (i.e., there shall be no a “Sale Termination Fee) from and after the end of the twentieth (20th) fiscal year of the Term”). The Early No Sale Termination Fee will be pro-rated among the four (4) Properties on the basis payable to Manager if an Event of Default by Manager has occurred and remains uncured beyond any applicable cure period as of the percentage date 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.

Termination Upon Sale. In addition Upon Notice to Manager, Lessee shall have the option to terminate this Agreement with respect to the foregoing termination rights, Hotel effective as of the Management Agreement will terminate (i) as to a particular Property upon closing of the voluntary sale Sale of such Property the Hotel to a third party or party. Such Notice shall be given at least sixty (ii60) days in full upon a voluntary sale of New Propcoadvance (unless otherwise required by Legal Requirements, whether by the sale of assets or equity (each, a “Termination Upon Sale”in which case Lessee shall provide such additional notice in order to comply with such Legal Requirements). In 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 event failure of Lessee or such prospective purchaser to provide any of the services contracted for in connection with the business booked for the Hotel 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 New Propco terminates any settlement by Manager of any such claims shall be subject to the Management prior written approval of Lessee which shall not be unreasonably withheld, conditioned or delayed. If this Agreement as the result of Termination Upon Sale with respect is terminated pursuant 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”this Section 2.3(a) with respect to all four the Hotel, then Lessee shall pay to Manager on such termination, a termination fee as liquidated damages and not as a penalty (4provided that an Event of Default by Manager is not then existing beyond any cure or grace periods set forth in this Agreement) Properties, in an amount equal to the sum lesser of (i) the Management Fees that were paid to Manager with respect to such Hotel for the trailing twelve calendar months immediately preceding the closing date of such sale or (12)-month period prior ii) the Management Fees to be paid to Manager for that number of months immediately preceding the closing date for such Sale equal to the Termination (“TTMF”) if the Termination occurs prior to the expiration number 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 months remaining on the first month of the sixth then current Term (6th) Full Fiscal Year of the Term; provided that the Early Termination Fee shall be zero (i.e., there shall be no a “Sale Termination Fee) from and after the end of the twentieth (20th) fiscal year of the Term”). The Early No Sale Termination Fee will be pro-rated among the four (4) Properties on the basis payable to Manager if an Event of Default by Manager has occurred and remains uncured beyond any applicable cure period as of the percentage date 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 proTermination. 8477886-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).v2\WASDMS 14

Termination Upon Sale. In addition Upon Notice to Manager, Lessee shall have the option to terminate this Agreement with respect to the foregoing termination rights, Hotel effective as of the Management Agreement will terminate (i) as to a particular Property upon closing of the voluntary sale Sale of such Property the Hotel to a third party or party. Such Notice shall be given at least sixty (ii60) days in full upon a voluntary sale of New Propcoadvance (unless otherwise required by Legal Requirements, whether by the sale of assets or equity (each, a “Termination Upon Sale”in which case Lessee shall provide such additional notice in order to comply with such Legal Requirements). In 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 event failure of Lessee or such prospective purchaser to provide any of the services contracted for in connection with the business booked for the Hotel 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 New Propco terminates any settlement by Manager of any such claims shall be subject to the Management prior written approval of Lessee which shall not be unreasonably withheld, conditioned or delayed. If this Agreement as the result of Termination Upon Sale with respect is terminated pursuant 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”this Section 2.3(a) with respect to all four the Hotel, then Lessee shall pay to Manager on such termination, a termination fee as liquidated damages and not as a penalty (4provided that an Event of Default by Manager is not then existing beyond any cure or grace periods set forth in this Agreement) Properties, in an amount equal to the sum lesser of (i) the Management Fees that were paid to Manager with respect to such Hotel for the trailing twelve calendar months immediately preceding the closing date of such sale or (12)-month period prior ii) the Management Fees to be paid to Manager for that number of months immediately preceding the closing date for such Sale equal to the Termination (“TTMF”) if the Termination occurs prior to the expiration number 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 months remaining on the first month of the sixth then current Term (6th) Full Fiscal Year of the Term; provided that the Early Termination Fee shall be zero (i.e., there shall be no a “Sale Termination Fee) from and after the end of the twentieth (20th) fiscal year of the Term”). The Early No Sale Termination Fee will be pro-rated among the four (4) Properties on the basis payable to Manager if an Event of Default by Manager has occurred and remain uncured beyond any applicable cure period as of the percentage date 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.