Hotel Sale definition

Hotel Sale has the meaning set forth in Section 9.1.1 of this Agreement.
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Hotel Sale means the sale or disposition of a Hotel or any interest in a Hotel.
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Examples of Hotel Sale in a sentence

  • In the case of a Hotel Sale, the Sale Notice shall include a breakdown of the purchase price on an individual Hotel basis.

  • If the Other Member fails to deliver the Transfer Documents sufficiently in advance of the applicable scheduled closing date to allow for the timely consummation of the Hotel Sale or Portfolio Sale (as the case may be), the Initiating Member shall have the right to proceed to consummate the sale pursuant to such Sale Agreement without the Other Member’s participation.

  • No later than one (1) Business Day after delivery of a ROFO Acceptance, the Other Member shall deliver a cash deposit in an amount equal to one percent (1%) of the applicable ROFO Price (a “ROFO Deposit”) to a title company mutually acceptable to the Members located in New York, New York (and in the case of a Hotel Sale where the Other Member elects to purchase less than all of the Hotels offered by the Initiating Member pursuant to the Sale Notice, the ROFO Price shall be adjusted accordingly).

  • If any Interest Sale, Hotel Sale (in whole or in part) or Portfolio Sale is rejected (or deemed rejected), the Initiating Member shall have the right to proceed with the Interest Sale, Hotel Sale (to the extent of any rejected Hotels) or Portfolio Sale, as applicable, for a sale price no less than one hundred percent (100%) of the Sale Price and otherwise on terms not substantially less favorable than those set forth in the Sale Notice (collectively, the “Minimum Terms”).

  • If either Member desires to consummate an Interest Sale, Hotel Sale or Portfolio Sale (such Member, the “Initiating Member”), then the Initiating Member shall provide the other Member (the “Other Member”) with a written notice (a “Trigger Notice”) of its intent to cause such sale no fewer than one hundred and twenty (120) days after the date of such Trigger Notice (such one hundred and twenty (120) day period, the “Notice Period”).

  • Within thirty (30) days after the expiration of the Notice Period, if the Initiating Member still desires to consummate an Interest Sale, Hotel Sale or Portfolio Sale, as applicable, then prior to the execution and delivery by such Initiating Member of a Sale Agreement, the Initiating Member shall provide the Other Member with a written notice (a “Sale Notice”) of its intent with respect to such sale and including the proposed sale price (the “Sale Price”) and other major economic terms.

  • If (i) the Initiating Member does not consummate such Interest Sale, Hotel Sale or Portfolio Sale (as applicable) within nine (9) months from the date of the Sale Notice, or (ii) the Initiating Member intends to consummate such sale for less than the Minimum Terms, the Other Member’s rights under this Section 9.1.4 shall be reinstated and the Initiating Member shall be required to deliver a revised Sale Notice prior to the consummation of such sale.

  • The Other Member shall have sixty (60) days after its receipt of such Sale Notice to provide a written response to the Initiating Member that it has elected either to accept (such response, a “ROFO Acceptance”) or reject the Initiating Member’s offer (and in the case of a Hotel Sale, the Other Member may elect to purchase all or some of the Hotels which are subject to the applicable Sale Notice).

  • In no event may a Sale Notice provide for the consummation of an Interest Sale, Hotel Sale or Portfolio Sale fewer than one hundred and twenty (120) days from the date of delivery of the applicable Sale Notice.

  • Upon the closing of a Hotel Sale (as defined in the Management Agreement), pursuant to Section 20.1 of the Management Agreement, DLJMB (or the applicable transferee) shall have the right (but not the obligation) to terminate the Management Agreement; provided, that the Company shall pay to Manager the Termination Fee (as defined in the Management Agreement) upon closing of such Hotel Sale subject to the limitations set forth in Section 16.3(b)(iii) of the Management Agreement.

Related to Hotel Sale

  • Hotel Site means the real property on which the Hotel is located or to be located, as approved by us.

  • Hotel means any establishment used for the purpose of temporary, overnight lodging for which a fee is paid and reservations are required.

  • Hotel Property means a Property on which there is located an operating hotel.

  • Retail sale or a "sale at retail" means a sale to any person for any purpose other than for resale in

  • Bill xx Sale means a bill xx sale substantially in the form attached hereto as Exhibit B.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • First sale means and include the first sale or distribution of cigarettes in intrastate commerce, or the first use or consumption of cigarettes within this state.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • direct sale means any sale or transfer of milk by a producer directly to consumers, as well as any sale or transfer of other milk products by a producer. The Commission may, while respecting the definition of ‘delivery’ given in point (f), adjust the definition of ‘direct sale’ in order to ensure, in particular, that no quantity of marketed milk or other milk products is excluded from the quota arrangements;

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

  • Gross estate means the gross estate, for federal estate tax purposes.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Net Sale Proceeds means, with respect to any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale), an amount in cash equal to the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such Asset Sale, net of (i) costs of, and expenses associated with, such Asset Sale (including fees and commissions), (ii) any taxes paid or payable as a result of such Asset Sale (including Lead Borrower’s good faith estimate of any incremental income taxes that will be payable as a result of such Asset Sale, including pursuant to tax sharing arrangements or any tax distributions), (iii) payments of unassumed liabilities relating to the assets sold and required payments of any Indebtedness or other obligations (other than the Loans and Indebtedness secured on a pari passu or junior basis to the Loans) which are secured by the assets which were sold or would be in default under the terms thereof as a result of such Asset Sale), (iv) amounts provided as a reserve in accordance with U.S. GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Asset Sale (provided that to the extent and at the time any such amounts are released from such reserve to Lead Borrower or any of its Restricted Subsidiaries, such amounts shall constitute Net Sale Proceeds), (v) cash escrows from the sale price for such Asset Sale (provided that to the extent and at the time any such amounts are released from escrow to Lead Borrower or any of its Restricted Subsidiaries, such amounts shall constitute Net Sale Proceeds) and (vi) to the extent such Asset Sale involves any disposition of Investments made after the First Restatement Effective Date, the permissibility of which was contingent upon the utilization of the Available Amount, the portion of the Available Amount so utilized in connection with such initial Investment.

  • Initial Sale is defined in the recitals of this Agreement.

  • Subject Assets is defined in Section 2.2(c).

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Sale as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • After-Acquired Property means any and all assets or property acquired after the date of this Indenture, including any property or assets acquired by the Company or a Guarantor from another Guarantor, which in each case constitutes Collateral.