Ashford Trust Mutual Exclusivity Agreement definition

Ashford Trust Mutual Exclusivity Agreement means that certain Mutual Exclusivity Agreement dated as of August 29, 2003, by and among Ashford Trust OP, Ashford Trust, Remington Hotel Corporation, Manager, Xxxxxx Xxxxxxx, Xx., and Xxxxx X. Xxxxxxx, as may be amended or modified.
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Ashford Trust Mutual Exclusivity Agreement means that certain Amended and Restated Mutual Exclusivity Agreement dated as of the date hereof, by and among Ashford Trust OP, Ashford Trust, Remington Lodging & Hospitality, LLC, and Xxxxx X. Xxxxxxx, as may be amended or modified.
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Ashford Trust Mutual Exclusivity Agreement means that certain Mutual Exclusivity Agreement dated as of August 29, 2003, by and among Ashford Trust OP, Ashford Trust, Remington Hotel Corporation, Manager, Xxxxxx Xxxxxxx, Xx., and Xxxxx X. Xxxxxxx, as may be amended or modified. “Ashford Trust OP” shall mean Ashford Hospitality Limited Partnership, a Delaware limited partnership. “Ashford Trust Parties” shall collectively mean Ashford Trust and Ashford Trust OP. “Base Management Fee” shall have the meaning given such term in the Master Management Agreement. “Capital Improvement Budget” shall have the meaning given such term in the Master Management Agreement. “Effective Date” shall have meaning given such term in the preamble of the Agreement. “Eligible Independent Contractor” shall have the same meaning given such term in Section 856(d)(9) of the Internal Revenue Code of 1986, as amended. “Event of Default” shall have the meaning as set forth in Section 9. “Excluded Ashford Inc. Transactions” shall mean an Ashford Inc. Transaction with respect to which there has been an Independent Director Election. “Excluded Remington Transactions” shall mean the following excluded transactions of the Remington Affiliates: (a) Existing hotel investments made by one or more of the Remington Affiliates with any of their Existing Investors; (b) Existing bona fide arm’s length third party management arrangements (or arrangements for other services such as project management) with parties other than the Ashford Inc. Affiliates pursuant to which one or more of the Remington Affiliates provide customary hotel management and hotel construction management, project management and other services; and (c) Like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended, made by any of the Existing Investors pursuant to contractual obligations existing as of the date of this Agreement provided that Manager provides ten (10) days prior notice to Ashford Inc. of said transaction.
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Examples of Ashford Trust Mutual Exclusivity Agreement in a sentence

  • The REIT Parties acknowledge that pursuant to the terms of the Ashford Trust Mutual Exclusivity Agreement, if the REIT ROFR lapses, the Ashford Trust Parties may exercise their rights to assume or acquire the Remington Transaction.

  • With respect to opportunities that satisfy the Initial Investment Guidelines of any Future Client, the exclusivity rights or right of first refusal granted to Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”) and the exclusivity rights or right of first refusal granted to Ashford Prime pursuant to the Ashford Prime Mutual Exclusivity Agreement (the “Ashford Prime Exclusivity Rights”) shall be superior to any Ashford Inc.

  • The REIT Parties acknowledge the terms and conditions of the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that if the REIT materially modifies its Initial Investment Guidelines without the consent of Manager (on behalf of the Remington Parties), the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Trust Mutual Exclusivity Agreement.

  • Parties acknowledge the terms and conditions of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that the Ashford Prime Parties and the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively.

  • Parties acknowledge that pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, if the Ashford Inc.

  • For the avoidance of doubt, the REIT Exclusivity Rights shall be, with respect to opportunities that satisfy the REIT’s Initial Investment Guidelines, superior to any exclusivity rights or right of first refusal of Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”).

  • For the avoidance of doubt, the REIT Exclusivity Rights shall be, with respect to opportunities that satisfy the REIT’s initial Investment Guidelines, superior to any exclusivity rights or right of first refusal of the Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”).

  • With respect to opportunities that satisfy the Initial Investment Guidelines of any Future Client, the exclusivity rights or right of first refusal granted to Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”) and the exclusivity rights or right of first refusal granted to Braemar pursuant to the Braemar Mutual Exclusivity Agreement (the “Braemar Exclusivity Rights”) shall be superior to any Ashford Inc.

  • Parties acknowledge the terms and conditions of the Braemar Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that the Braemar Parties and the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Braemar Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively.

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