Common use of Transfer to Competitor Clause in Contracts

Transfer to Competitor. Notwithstanding any of the foregoing, if the Licensee receives a bona fide offer from a Competitor to purchase or lease the Hotel or to purchase Licensee or any entity that controls Licensee, or to purchase an interest in either, and Licensee or any person or entity that owns or controls Licensee wishes to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser or tenant, as the case may be, including the names and addresses of the owners of the capital stock, partnership interests or other proprietary interests of such prospective purchaser or tenant, the price or rental and all terms and conditions of such proposed transaction, together with all other information with respect thereto which is requested by Licensor and reasonably available to Licensee. Within 60 days after receipt by Licensor of such written notice from Licensee, Licensor shall elect by written notice to Licensee one of the following four alternatives: (1) If the proposed transaction is a sale or lease of the Hotel, Licensor (or its designee) shall have the right to purchase or lease the Hotel premises and related property at the same price or rental and upon the same terms and conditions as those set forth in such bona fide offer from a Competitor. In such event Licensee and Licensor (or its designee) shall promptly enter into an agreement for sale or lease at the price or rental and on terms consistent with such bona fide offer. (2) If the proposed transaction is a purchase of all or a portion of the stock or assets (which includes the Hotel) of Licensee or the person that owns or controls Licensee, Licensor (or its designee) shall have the right to purchase the Hotel premises and related property. If the parties are unable to agree as to a purchase price and terms within thirty days of Licensor's election, the fair market value of the Hotel premises and related property shall be determined by arbitration as follows: Either party may by written notice to the other appoint an arbitrator. Thereupon, within 15 days after the giving of such notice, the other shall by written notice to the former appoint another arbitrator, and in default of such second appointment the arbitrator first appointed shall be the sole arbitrator. When any two arbitrators have been appointed as aforesaid, they shall, if possible, agree upon a third arbitrator and shall appoint him by notice in writing, signed by both of them in triplicate, one of which triplicate notices shall be given to each party hereto; but if 15 days shall lapse without the appointment of the third arbitrator as aforesaid, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years' recent professional experience as to the subject matter in question. Upon appointment of the third arbitrator (whichever way appointed as aforesaid), the three arbitrators shall meet and render their decision. The decision of a majority of the arbitrators so chosen shall be conclusive. Licensor (or its designee) shall have the right, at any time within 30 days of being notified in writing of the decision of the arbitrators as aforesaid, to purchase the Hotel premises and related property at the valuation fixed by the arbitrators. The parties shall share equally the expense of such arbitration. (3) To terminate this Agreement, in which event Licensee shall be obligated to pay to Licensor liquidated damages pursuant to a Special Termination as set forth in Paragraph 13f. (4) To refuse to consent to the Transfer, reserving all remedies under the applicable law.

Transfer to Competitor. Notwithstanding any of the foregoing, if the Licensee receives a bona fide offer from a Competitor to purchase or lease the Hotel or to purchase Licensee or any entity that controls Licensee, or to purchase an interest in either, and Licensee or any person or entity that owns or controls Licensee wishes to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser or tenant, as the case may be, including the names and addresses of the owners of the capital stock, partnership interests or other proprietary interests of such prospective purchaser or tenant, the price or rental and all terms and conditions of such proposed transaction, together with all other information with respect thereto which is requested by Licensor and reasonably available to Licensee. Within 60 days after receipt by Licensor of such written notice from Licensee, Licensor shall elect by written notice to Licensee one of the following four alternatives: (1) If the proposed transaction is a sale or lease of the Hotel, Licensor (or its designee) shall have the right to purchase or lease the Hotel premises and related property at the same price or rental and upon the same terms and conditions as those set forth in such bona fide offer from a Competitor. In such event Licensee and Licensor (or its designee) shall promptly enter into an agreement for sale or lease at the price or rental and on terms consistent with such bona fide offer. (2) If the proposed transaction is a purchase of all or a portion of the stock or assets (which includes the Hotel) of Licensee or the person that owns or controls Licensee, Licensor (or its designee) shall have the right to purchase the Hotel premises and related property. If the parties are unable to agree as to a purchase price and terms within thirty days of Licensor's Licensor s election, the fair market value of the Hotel premises and related property shall be determined by arbitration as follows: Either party may by written notice to the other appoint an arbitrator. Thereupon, within 15 days after the giving of such notice, the other shall by written notice to the former appoint another arbitrator, and in default of such second appointment the arbitrator first appointed shall be the sole arbitrator. When any two arbitrators have been appointed as aforesaid, they shall, if possible, agree upon a third arbitrator and shall appoint him by notice in writing, signed by both of them in triplicate, one of which triplicate notices shall be given to each party hereto; but if 15 days shall lapse without the appointment of the third arbitrator as aforesaid, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years' recent professional experience as to the subject matter in question. Upon appointment of the third arbitrator (whichever way appointed as aforesaid), the three arbitrators shall meet and render their decision. The decision of a majority of the arbitrators so chosen shall be conclusive. Licensor (or its designee) shall have the right, at any time within 30 days of being notified in writing of the decision of the arbitrators as aforesaid, to purchase the Hotel premises and related property at the valuation fixed by the arbitrators. The parties shall share equally the expense of such arbitration. (3) To terminate this Agreement, in which event Licensee shall be obligated to pay to Licensor liquidated damages pursuant to a Special Termination as set forth in Paragraph 13f. (4) To refuse to consent to the Transfer, reserving all remedies under the applicable law.

Transfer to Competitor. Notwithstanding any of the foregoing, if the Licensee receives a bona fide offer from a Competitor to purchase or lease the Hotel or to purchase Licensee or any entity that controls Licensee, or to purchase an interest in either, and Licensee or any person or entity that owns or controls Licensee wishes to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser or tenant, as the case may be, including the names and addresses of the owners of the capital stock, partnership interests or other proprietary interests of such prospective purchaser or tenant, the price or rental and all terms and conditions of such proposed transaction, together with all other information with respect thereto which is requested by Licensor and reasonably available to Licensee. Within 60 days after receipt by Licensor of such written notice from Licensee, Licensor shall elect by written notice to Licensee one of the following four alternatives: (1) If the proposed transaction is a sale or lease of the Hotel, Licensor (or its designee) shall have the right to purchase or lease the Hotel premises and related property at the same price or rental and upon the same terms and conditions as those set forth in such bona fide offer from a Competitor. In such event Licensee and Licensor (or its designee) shall promptly enter into an agreement for sale or lease at the price or rental and on terms consistent with such bona fide offer. (2) If the proposed transaction is a purchase of all or a portion of the stock or assets (which includes the Hotel) of Licensee or the person that owns or controls Licensee, Licensor (or its designee) shall have the right to purchase the Hotel premises and related property. If the parties are unable to agree as to a purchase price and terms within thirty days of Licensor's Licensor s election, the fair market value of the Hotel premises and related property shall be determined by arbitration as follows: Either party may by written notice to the other appoint an arbitrator. Thereupon, within 15 days after the giving of such notice, the other shall by written notice to the former appoint another arbitrator, and in default of such second appointment the arbitrator first appointed shall be the sole arbitrator. When any two arbitrators have been appointed as aforesaid, they shall, if possible, agree upon a third arbitrator and shall appoint him by notice in writing, signed by both of them in triplicate, one of which triplicate notices shall be given to each party hereto; but if 15 days shall lapse without the appointment of the third arbitrator as aforesaid, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years' years recent professional experience as to the subject matter in question. Upon appointment of the third arbitrator (whichever way appointed as aforesaid), the three arbitrators shall meet and render their decision. The decision of a majority of the arbitrators so chosen shall be conclusive. Licensor (or its designee) shall have the right, at any time within 30 days of being notified in writing of the decision of the arbitrators as aforesaid, to purchase the Hotel premises and related property at the valuation fixed by the arbitrators. The parties shall share equally the expense of such arbitration. (3) To terminate this Agreement, in which event Licensee shall be obligated to pay to Licensor liquidated damages pursuant to a Special Termination as set forth in Paragraph 13f. (4) To refuse to consent to the Transfer, reserving all remedies under the applicable law.