Transfers by Owner. Subject to the following Sections, Owner will not effect or permit an Ownership Transfer without Manager’s prior written consent. Manager will not withhold its consent provided that the Ownership Transfer meets the following conditions. (a) Owner provides Manager with sixty (60) days notice of the proposed terms of such Ownership Transfer and any other information reasonably required by Manager. (b) With respect to any Transfer of Owner’s entire interest in the Hotel, the Hotel and this Agreement must be Transferred to the same Person, and such Person must assume this Agreement pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager’s rights hereunder in light of the change in ownership. (c) All of Owner’s monetary obligations due to Manager and its Affiliates must be paid in full, and Owner cannot otherwise be in default under this Agreement or any other agreements with Manager or Manager’s Affiliates at the time of notice or the Transfer. (d) The Ownership Transfer will not adversely affect the Operation of the Hotel pursuant to this Agreement. (e) With respect to any Transfer of Owner’s entire interest in the Hotel, the transferee: (i) must have a verifiable, adequate net worth determined in accordance with generally accepted accounting principles to timely discharge Owner’s obligations under this Agreement; (ii) must agree to be bound in writing as Owner under this Agreement in form and substance reasonably satisfactory to Manager; (iii) must not be a Person with whom Manager or its Affiliates have had an unfavorable business relationship or experience; (iv) must not be a direct competitor of Manager; and (iv) must generally be considered in the relevant business community to be of high character with a favorable reputation for integrity and honesty. As used in this Section (e), “transferee” includes transferee’s Affiliates, and transferee’s and the Affiliates’ respective officers, directors, shareholders and members. (f) With respect to any Transfer of Owner’s entire interest in the Hotel, Owner must pay a non-refundable Transfer fee of $10,000, subject to annual increases of five percent. With respect to any Permitted Affiliate Transfer (hereinafter defined), Manager’s consent to such Permitted Affiliate Transfer shall not be required; provided, however, that Owner shall give Manager at least fifteen (15) days’ prior written notice of such Permitted Affiliate Transfer and shall comply with subsections (b) and (c) and clause (ii) of subsection (e) of this Section 21.2 (and, except for the conditions set forth in the definition of “Permitted Affiliate Transfer,” Owner shall not be required to demonstrate compliance with the other conditions to Manager’s consent set forth in Section 21.2 or to pay the $10,000 Transfer fee provided for in Section 21.2(f)). As used in the preceding sentence, “Permitted Affiliate Transfer” means any transfer of the Hotel to (i) American Property Hotel LLC (a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any Person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P. so long as such Person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand (an “Apollo Affiliate”). In the event of a Permitted Affiliate Transfer, Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made, and in the event of a Permitted Affiliate Transfer to an Apollo Affiliate, (without limiting the circumstances in which such Guaranty may continue in accordance with its terms) the Guaranty provided for in Section 23.29 shall continue in full force and effect with respect to the successor Owner.
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Samples: Management Agreement (Capital Lodging), Management Agreement (Capital Lodging)
Transfers by Owner. Subject to the following Sections, Owner will not effect or permit an Ownership Transfer without Manager’s prior written consent. Manager will not withhold its consent provided that the Ownership Transfer meets the following conditions.
(a) Owner provides Manager with sixty (60) days notice of the proposed terms of such Ownership Transfer and any other information reasonably required by Manager.
(b) With respect to any Transfer of Owner’s entire interest in the Hotel, the Hotel and this Agreement must be Transferred to the same Person, and such Person must assume this Agreement pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager’s rights hereunder in light of the change in ownership.
(c) All of Owner’s monetary obligations due to Manager and its Affiliates must be paid in full, and Owner cannot otherwise be in default under this Agreement or any other agreements with Manager or Manager’s Affiliates at the time of notice or the Transfer.
(d) The Ownership Transfer will not adversely affect the Operation of the Hotel pursuant to this Agreement.
(e) With respect to any Transfer of Owner’s entire interest in the Hotel, the transferee: (i) must have a verifiable, adequate net worth determined in accordance with generally accepted accounting principles to timely discharge Owner’s obligations under this Agreement; (ii) must agree to be bound in writing as Owner under this Agreement in form and substance reasonably satisfactory to Manager; (iii) must not be a Person with whom Manager or its Affiliates have had an unfavorable business relationship or experience; (iv) must not be a direct competitor of Manager; and (iv) must generally be considered in the relevant business community to be of high character with a favorable reputation for integrity and honesty. As used in this Section (e), “transferee” includes transferee’s Affiliates, and transferee’s and the Affiliates’ respective officers, directors, shareholders and members.
(f) With respect to any Transfer of Owner’s entire interest in the Hotel, Owner must pay a non-refundable Transfer fee of $10,000, subject to annual increases of five percent. With respect to any Permitted Affiliate Transfer (hereinafter defined), Manager’s consent to such Permitted Affiliate Transfer shall not be required; provided, however, that Owner shall give Manager at least fifteen (15) days’ prior written notice of such Permitted Affiliate Transfer and shall comply with subsections (b) and (c) and clause (ii) of subsection (e) of this Section 21.2 (and, except for the conditions set forth in the definition of “Permitted Affiliate Transfer,” Owner shall not be required to demonstrate compliance with the other conditions to Manager’s consent set forth in Section 21.2 or to to’ pay the $10,000 Transfer fee provided for in Section 21.2(f)). As used in the preceding sentence, “Permitted Affiliate Transfer” means any transfer of the Hotel to (i) American Property Hotel LLC (a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any Person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P. so long as such Person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand (an “Apollo Affiliate”). In the event of a Permitted Affiliate Transfer, Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made, and in the event of a Permitted Affiliate Transfer to an Apollo Affiliate, (without limiting the circumstances in which such Guaranty may continue in accordance with its terms) the Guaranty provided for in Section 23.29 shall continue in full force and effect with respect to the successor Owner.
Appears in 1 contract
Transfers by Owner. Subject to the following Sections, Owner will not effect or permit an Ownership Transfer without Manager’s prior written consent. Manager will not withhold its consent provided that the Ownership Transfer meets the following conditions.
(a) Owner provides Manager with sixty (60) days notice of the proposed terms of such Ownership Transfer and any other information reasonably required by Manager.
(b) With respect to any Transfer of Owner’s entire interest in the Hotel, the Hotel and this Agreement must be Transferred to the same Person, and such Person must assume this Agreement pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager’s rights hereunder in light of the change in ownership.
(c) All of Owner’s monetary obligations due to Manager and its Affiliates must be paid in full, and Owner cannot otherwise be in default under this Agreement or any other agreements with Manager or Manager’s Affiliates at the time of notice or the Transfer.
(d) The Ownership Transfer will not adversely affect the Operation of the Hotel pursuant to this Agreement.
(e) With respect to any Transfer of Owner’s entire interest in the Hotel, the transferee: (i) must have a verifiable, adequate net worth determined in accordance with generally accepted accounting principles to timely discharge Owner’s obligations under this Agreement; (ii) must agree to be bound in writing as Owner under this Agreement in form and substance reasonably satisfactory to Manager; (iii) must not be a Person with whom Manager or its Affiliates have had an unfavorable business relationship or experience; (iv) must not be a direct competitor of Manager; and (iv) must generally be considered in the relevant business community to be of high character with a favorable reputation for integrity and honesty. As used in this Section (e), “transferee” includes transferee’s Affiliates, and transferee’s and the Affiliates’ respective officers, directors, shareholders and members.
(f) With respect to any Transfer of Owner’s entire interest in the Hotel, Owner must pay a non-refundable Transfer fee of $10,000, subject to annual increases of five percent. With respect to any Permitted Affiliate Transfer (hereinafter defined), Manager’s consent to such Permitted Affiliate Transfer shall not be required; provided, however, that Owner shall give Manager at least fifteen (15) days’ prior written notice of such Permitted Affiliate Transfer and shall comply with subsections (b) and (c) and clause (ii) of subsection (e) of this Section 21.2 (and, except for the conditions set forth in the definition of “Permitted Affiliate Transfer,” Owner shall not be required to demonstrate compliance with the other conditions to Manager’s consent set forth in Section 21.2 or to pay the $10,000 Transfer fee provided for in Section 21.2(f)). As used in the preceding sentence, “Permitted Affiliate Transfer” means any transfer of the Hotel to (i) American Property Hotel LLC (a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any Person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P. so long as such Person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand (an “Apollo Affiliate”). In the event of a Permitted Affiliate Transfer, Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made, and in the event of a Permitted Affiliate Transfer to an Apollo Affiliate, (without limiting the circumstances in which such Guaranty may continue in accordance with its terms) the Guaranty provided for in Section 23.29 shall continue in full force and effect with respect to the successor Owner.
Appears in 1 contract
Samples: Management Agreement
