THIRD PARTY MANAGEMENT AGREEMENTS. Wellsford shall not amend the existing Third Party Management Agreement which provides that such agreement may be cancelled by Wellsford on thirty days' notice or less without any charge, penalty or other cost for such cancellation. Wellsford shall not renew the other existing Third Party Management Agreement which expires in April, 1997 except on terms which permit its cancellation by Wellsford on thirty days' notice or less without any charge, penalty or other cost for such cancellation, and shall not thereafter amend such terms.
THIRD PARTY MANAGEMENT AGREEMENTS. Horizon will not, and will not permit any of its Subsidiaries to, amend the management agreements pursuant to which Horizon, directly or indirectly, manages buildings in which Horizon does not own a 100% interest. Horizon will not, and will not permit any Horizon Subsidiary to, renew such management agreements except on terms which permit its cancellation by Horizon or the applicable Horizon Subsidiary on thirty days' notice or less without any charge, penalty or other cost for such cancellation.
THIRD PARTY MANAGEMENT AGREEMENTS. Seller shall use commercially reasonable efforts prior to the Closing, as and when requested by Buyer, to cause the applicable third-party operator, manager or management company under each Third Party Management Agreement to either, at Buyer’s election, (i) negotiate, execute and deliver to Buyer at Closing a new property management agreement with respect to the applicable Acquired Propert(ies) that are subject to such Third Party Management Agreement, which Buyer intends will be in form and substance substantially similar to the existing Third Party Management Agreement but otherwise reasonably acceptable to Buyer or (ii) to execute and deliver to Buyer at Closing an instrument in form and substance reasonable satisfactory to Buyer agreeing that from and after the Closing Date (a) Buyer (or its designee) may assume such Third Party Management Agreement, (b) Buyer (or its designee) shall be the “owner” under the applicable Third Party Management Agreement and (c) the Third Party Management Agreement shall not terminate in accordance with its terms upon the Closing. In the event that such third-party operator, manager or management company executes an instrument as referred to in subsection (ii), then such Third Party Management Agreement shall be deemed to be an Assumed Contract hereunder. Seller and Buyer shall reasonably cooperate to effectuate the provisions of this Section 6.23.
THIRD PARTY MANAGEMENT AGREEMENTS. 2.18(e) Third Party Provisions ............................................ 8.5 to the Knowledge of Cornerstone ................................... 3.17 to the Knowledge of Merry Land .................................... 2.26
THIRD PARTY MANAGEMENT AGREEMENTS. At Purchaser’s sole cost and expense (including, without limitation, any application, transfer, termination or other fees chargeable and any costs incurred in connection with the satisfaction and/or compliance with any property improvement plan required by the Third Party Managers), Purchaser shall either (i) enter into new management agreements with the Third Party Managers for the Hotels currently subject to Third Party Management Agreements and obtain Third Party Manager’s consent to the transfer of such Hotel pursuant hereto (if required), or (ii) assume all obligations of Wyndham, Owners, Operating Lessee and any of their Affiliates, as applicable, arising or accruing from and after the Closing under the Third Party Management Agreements and any guaranty thereof, and obtain Third Party Manager’s consent to the transfer of such Hotel pursuant hereto (if required), or (iii) cause any such Third Party Management Agreements to be terminated. Purchaser agrees to cooperate and use commercially reasonable good faith efforts to obtain, at no additional cost to Purchaser, a release of Wyndham, Operating Lessee, Owners, Wyndham Manager and their Affiliates from all duties, liabilities and obligations accruing from and after the Closing under the Third Party Management Agreements (including, without limitation, the obligation to pay the termination fees described in Section 6.14 above pursuant to the Marriott Settlement Agreement) and any guaranties thereof. If the consent of a Third Party Manager is required for the transfer of the applicable Hotels pursuant hereto, Purchaser hereby covenants and agrees that for so long as Third Party Manager agrees to either (i) enter into an assignment and assumption of the Third Party Management Agreement to Purchaser, (ii) enter into a new management agreement on Third Party Manager’s standard form (with modifications customary for such Third Party Manager), in either such event (i) or (ii) (a) including the obligation that Purchaser, if any permitted assignee or other party is the owner thereunder, provide a guaranty thereof, (b) on customary terms and (c) subject to any property improvement plan required by such Third Party Manager (either such event (i) or (ii) being a “New Third Party Management Agreement”), or (iii) permit such Third Party Management Agreement to be terminated without penalty or liability to Wyndham, Owners, Operating Lessee, Wyndham Manager and any of their Affiliates (a “Management Agreement Terminat...
THIRD PARTY MANAGEMENT AGREEMENTS. Beacon will not, and will not permit any of its Subsidiaries to, amend the management agreements pursuant to which Beacon, directly or indirectly, manages buildings in which Beacon does not own a 100% interest. Beacon will not, and will not permit any Beacon Subsidiary to, renew such management agreements except on terms which permit its cancellation by Beacon or the applicable Beacon Subsidiary on thirty days' notice or less without any charge, penalty or other cost for such cancellation.
THIRD PARTY MANAGEMENT AGREEMENTS. (a) Target will not, and will not permit any Target Subsidiary to, amend or renew any of the agreements listed in Section 4.14(c) of the Target Disclosure Memorandum except as approved by Buyer, which approval may be granted or withheld in Buyer's sole discretion.
(b) Notwithstanding Section 7.20(a), Target shall, promptly upon the request of Buyer, use its reasonable best efforts to terminate effective as of the Closing Date any or all third party management agreements relating to Real Property set forth in Section 4.14(c) of the Target Disclosure Memorandum; PROVIDED, that Buyer provides Target with sufficient notice consistent with the time periods required by the applicable third party management agreement.
