Common use of Transition of Management, Communications with Employees Clause in Contracts

Transition of Management, Communications with Employees. Subject to the terms of the Existing Marriott Agreements and to matters beyond Seller's reasonable control, Seller shall permit up to five (5) persons comprising Purchaser's transition management team to witness and review the management and operation of the Hotel for a period of seven (7) days prior to the Closing Date. Personnel from Purchaser's transition management team shall have reasonable access during normal business hours to all books and records to be transferred to Purchaser, and shall have the right (at Purchaser's expense) to establish duplicate books in order to effect a smooth transition in the ownership and management of the Hotel; provided, however, that Purchaser and its transition management team (a) shall not unreasonably interfere with the normal management and operation of the Hotel, (b) shall hold all information acquired from such books and records confidential in accordance with Section 4.07 above, (c) shall repair any damage to the physical condition of the Hotel caused by Purchaser, its agents or their respective employees, and (d) shall not be deemed to have assumed management responsibilities prior to Closing by virtue of their presence at the Hotel. Purchaser shall indemnify Seller from and against any and all loss, damage, liability, cost or expense resulting from the violation or breach of any of the covenants set forth in clauses (a) through (d) of the preceding sentence, which indemnity shall survive the Closing or the termination of this Agreement. All expenses of Purchaser's transition management team, including the cost of food and beverage and other services (but excluding the cost of rooms which shall be paid by Seller), shall be paid by Purchaser. Except as expressly provided above, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other person (including, without limitation, any person that conducted inspections by or on behalf of Purchaser), directly or indirectly, communicate with any Employees or any person representing any Employees involving any matter with respect to the Property, the Employees or this Agreement, without Seller's prior written consent, which consent may be withheld in Seller's sole discretion, unless such communication is arranged by Seller. Seller shall reasonably cooperate, and shall use reasonable efforts to cause Manager to cooperate, with Purchaser in order to arrange communications, pursuant to a schedule to be reasonably agreed upon by the parties, between Purchaser and the Employees in order to allow Purchaser to interview the Employees for possible continued employment, and Purchaser shall apprise Seller from time to time as to its plans for communicating with such Employees, and to complete such communications in advance of the Closing.

Transition of Management, Communications with Employees. Subject to the terms of the Existing Marriott Agreements and to matters beyond Seller's reasonable control, Seller shall permit up to five (5) persons comprising Purchaser's ’s transition management team to witness and review the management and operation of the Hotel for a during the fourteen day period of seven (7) days prior to that precedes the Target Closing Date. If the Target Closing Date is delayed for any reason, Purchaser shall use commercially reasonable efforts to reschedule its activities to accommodate the extension. In all instances, Purchaser shall give at least a 24-hour notice to Bxxxxx X. Xxxxx and Hxxx X. Xxxx at the Site prior entering the premises. Personnel from Purchaser's ’s transition management team shall have reasonable access during normal business hours to all books and records to be transferred to Purchaser, and shall have the right (at Purchaser's ’s expense) to establish duplicate books in order to effect a smooth transition in the ownership and management of the Hotel; provided, however, that Purchaser and its transition management team (a) shall not unreasonably interfere with the normal management and operation of the Hotel, (b) shall hold all information acquired from such books and records confidential in accordance with Section 4.07 above, (c) shall repair any damage to the physical condition of the Hotel caused by Purchaser, its agents or their respective employees, and (d) shall not be deemed to have assumed management responsibilities of the current management of the Hotel prior to Closing by virtue of their presence at the Hotel. Purchaser shall indemnify Seller from and against any and all loss, damage, liability, cost or expense resulting from the violation or breach of any of the covenants set forth in clauses (a) through (d) of the preceding sentence, which indemnity shall survive the Closing or the termination of this AgreementAgreement for six (6) months. All expenses of Purchaser's ’s transition management team, including the cost of rooms, food and beverage and other services (but excluding the cost of rooms which shall be paid by Seller)services, shall be paid by Purchaser; provided, however, that Seller will endeavor to make available to Purchaser (at no cost or expense to Purchaser) up to three (3) rooms for Purchaser’s transition management team, subject to availability. Except as expressly provided aboveabove and in Section 2.2, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other person (including, without limitation, any person that conducted inspections by or on behalf of Purchaser), directly or indirectly, communicate with any Employees or any person representing any Employees involving any matter with respect to the Property, the Employees or this Agreement, without Seller's ’s prior written consent, which consent may be withheld in Seller's ’s sole discretion, unless such communication is arranged by Seller. Notwithstanding anything contained in this Agreement to the contrary, it is hereby agreed that Purchaser shall only be entitled to communicate directly with Seller’s General Manager, Director of Sales, Director of Operations, and Chief Engineer, and with no other employee of the Hotel except that if Purchaser shall set up an employment center to rehire employees, it shall be allowed to communicate with any hotel employee solely for the purpose of applying for rehire. Seller agrees that Purchaser shall be allowed to set up an employment center provided that such activity takes place no earlier than 72 hours prior to the scheduled Closing without the Seller’s expressed consent. Seller shall reasonably cooperate, and shall use reasonable efforts to cause Manager to cooperate, cooperate with Purchaser in order to arrange communications, pursuant to a schedule to be reasonably agreed upon by the parties, between Purchaser and the Employees in order to allow Purchaser to interview the Employees for possible continued employment, and Purchaser shall apprise Seller from time to time as to its plans for communicating with such Employees, and to complete such communications in advance of the Closing.

Transition of Management, Communications with Employees. Seller shall cooperate with Purchaser to arrange communications between Purchaser’s senior employees and the senior employees of Hilton to effect a smooth transition in the management of the Hotel. Subject to the terms of the Existing Marriott Agreements Management Agreement and to matters beyond Seller's ’s reasonable control, Seller shall permit up to five ten (510) persons comprising Purchaser's ’s transition management team to witness and review the management and operation of the Hotel for a period of seven fifteen (715) days prior to the Closing Date. Personnel from Purchaser's ’s transition management team shall have reasonable access during normal business hours to (i) the executive committee and senior managers of the Hotel, and (ii) all books and records to be transferred to Purchaser, and shall have the right (at Purchaser's ’s expense) to establish duplicate books in order to effect a smooth transition in the ownership and management of the Hotel; provided, however, that Purchaser and its transition management team (a) shall not unreasonably interfere with the normal management and operation of the Hotel, (b) shall hold all information acquired from such books and records confidential in accordance with Section 4.07 above10.06 below, (c) shall repair any damage to the physical condition of the Hotel caused by Purchaser, its agents or their respective employees, and (d) shall not be deemed to have assumed management responsibilities prior to Closing by virtue of their presence at the Hotel. Purchaser shall indemnify Seller from and against any and all loss, damage, liability, cost or expense resulting from the violation or breach of any of the covenants set forth in clauses (aii)(a) through (dii)(d) of the preceding sentence, which indemnity shall survive the Closing or the termination of this Agreement; provided that any claim for indemnity under the provisions of this Section 10.03 be brought within six (6) months after either the Closing or the termination of this Agreement, as the case may be. All expenses of Purchaser's ’s transition management team, including the cost of rooms, food and beverage and other services (but excluding the cost of rooms which shall be paid by Seller)services, shall be paid by Purchaser. Except as expressly provided above, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other person (including, without limitation, any person that conducted inspections by or on behalf of Purchaser), directly or indirectly, communicate with any Employees or any person representing any Employees involving any matter with respect to the Property, the Employees or this Agreement, without Seller's ’s prior written consent, which consent may be withheld in Seller's ’s sole discretion, unless such communication is arranged by Seller. Seller shall reasonably cooperate, and shall use reasonable efforts to cause Manager to cooperate, with Purchaser in order (A) to arrange communications, pursuant to a schedule to be reasonably agreed upon by the parties, between Purchaser and the Employees and (B) to otherwise assist Purchaser with the carrying out of a jobs fair at the Hotel, in each case, in order to allow Purchaser to interview the Employees for possible continued employment, and . Purchaser shall apprise Seller from time to time as to its plans for communicating with such Employees, and to complete such communications in advance of the Closing.

Transition of Management, Communications with Employees. Subject to the terms of the Existing Marriott Agreements Sellers shall, and to matters beyond Seller's reasonable controlshall cause Manger to, Seller shall permit up to five (5) persons comprising Purchaser's ’s transition asset management team to witness and review the management and operation of the Hotel Portfolio (including operations conducted in Manager’s home office) for a period of seven fourteen (714) days prior to the Closing Date. Personnel from Purchaser's ’s transition asset management team shall have reasonable access during normal business hours to all books and records to be transferred to Purchaser, Purchaser and shall have the right (at Purchaser's ’s expense) to establish duplicate books in order to effect a smooth transition in the ownership and asset management of the HotelHotels; provided, however, that Purchaser and its transition asset management team (ai) shall not unreasonably interfere with the normal management and operation of the HotelHotels, (bii) shall hold all information acquired from such books and records confidential in accordance with Section 4.07 aboveconfidential, (ciii) shall repair any damage to the physical condition of the Hotel Hotels caused by Purchaser, its agents or their respective employees, and (div) shall not be deemed to have assumed asset management responsibilities for the Hotels prior to Closing by virtue of their presence at the HotelHotels. Purchaser shall indemnify Seller Sellers from and against any and all loss, damage, liability, cost or expense resulting from the violation or breach of any of the covenants set forth in clauses (ai) through (div) of the preceding sentence, which indemnity shall survive the Closing or the termination of this AgreementAgreement for six (6) months. All expenses of Purchaser's ’s transition asset management team, including the cost of rooms, food and beverage and other services (but excluding the cost of rooms which shall be paid by Seller)services, shall be paid by Purchaser; provided, however, that Sellers will endeavor to make available to Purchaser (at no cost or expense to Purchaser) rooms for Purchaser’s transition asset management team, subject to availability. Except as expressly provided aboveDuring such period, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other person (including, without limitation, any person that conducted inspections by or on behalf of Purchaser), directly or indirectly, be permitted to communicate with any Employees or any person representing any Employees involving any matter with respect to the Property, the Employees or this Agreement, without Seller's prior written consent, which consent may be withheld in Seller's sole discretion, unless such communication is arranged by Seller. Seller shall reasonably cooperate, general managers and shall use reasonable efforts to cause Manager to cooperate, with Purchaser in order to arrange communications, pursuant to a schedule to be reasonably agreed upon by the parties, between Purchaser and the Employees in order to allow Purchaser to interview the Employees for possible continued employment, and Purchaser shall apprise Seller from time to time as to its plans for communicating with such Employees, and to complete such communications in advance directors of sales of the ClosingHotels and Manager’s home office personnel.

Transition of Management, Communications with Employees. Subject to the terms of the Existing Marriott Agreements and to matters beyond Seller's reasonable control, Seller shall permit up to five (5) persons comprising Purchaser's ’s transition management team to witness and review the management and operation of the Hotel for a during the fourteen day period of seven (7) days prior to that precedes the Target Closing Date. If the Target Closing Date is delayed for any reason, Purchaser shall use commercially reasonable efforts to reschedule its activities to accommodate the extension. In all instances, Purchaser shall give at least a 24-hour notice to Xxxxxx X. Xxxxx and Xxxx X. Xxxx at the Site prior entering the premises. Personnel from Purchaser's ’s transition management team shall have reasonable access during normal business hours to all books and records to be transferred to Purchaser, and shall have the right (at Purchaser's ’s expense) to establish duplicate books in order to effect a smooth transition in the ownership and management of the Hotel; provided, however, that Purchaser and its transition management team (a) shall not unreasonably interfere with the normal management and operation of the Hotel, (b) shall hold all information acquired from such books and records confidential in accordance with Section 4.07 above, (c) shall repair any damage to the physical condition of the Hotel caused by Purchaser, its agents or their respective employees, and (d) shall not be deemed to have assumed management responsibilities of the current management of the Hotel prior to Closing by virtue of their presence at the Hotel. Purchaser shall indemnify Seller from and against any and all loss, damage, liability, cost or expense resulting from the violation or breach of any of the covenants set forth in clauses (a) through (d) of the preceding sentence, which indemnity shall survive the Closing or the termination of this AgreementAgreement for six (6) months. All expenses of Purchaser's ’s transition management team, including the cost of rooms, food and beverage and other services (but excluding the cost of rooms which shall be paid by Seller)services, shall be paid by Purchaser; provided, however, that Seller will endeavor to make available to Purchaser (at no cost or expense to Purchaser) up to three (3) rooms for Purchaser’s transition management team, subject to availability. Except as expressly provided aboveabove and in Section 2.2, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other person (including, without limitation, any person that conducted inspections by or on behalf of Purchaser), directly or indirectly, communicate with any Employees or any person representing any Employees involving any matter with respect to the Property, the Employees or this Agreement, without Seller's ’s prior written consent, which consent may be withheld in Seller's ’s sole discretion, unless such communication is arranged by Seller. Notwithstanding anything contained in this Agreement to the contrary, it is hereby agreed that Purchaser shall only be entitled to communicate directly with Seller’s General Manager, Director of Sales, Director of Operations, and Chief Engineer, and with no other employee of the Hotel except that if Purchaser shall set up an employment center to rehire employees, it shall be allowed to communicate with any hotel employee solely for the purpose of applying for rehire. Seller agrees that Purchaser shall be allowed to set up an employment center provided that such activity takes place no earlier than 72 hours prior to the scheduled Closing without the Seller’s expressed consent. Seller shall reasonably cooperate, and shall use reasonable efforts to cause Manager to cooperate, cooperate with Purchaser in order to arrange communications, pursuant to a schedule to be reasonably agreed upon by the parties, between Purchaser and the Employees in order to allow Purchaser to interview the Employees for possible continued employment, and Purchaser shall apprise Seller from time to time as to its plans for communicating with such Employees, and to complete such communications in advance of the Closing.