Non-Disturbance Agreement shall have the meaning set forth in Section 8.8.9.
Non-Disturbance Agreement means an agreement, in recordable form in the jurisdiction in which a Hotel is located, executed and delivered by the Holder of a Hotel Mortgage or a Landlord, as applicable, (which agreement shall by its terms be binding upon all assignees of such lender or landlord and upon any individual or entity that acquires title to or possession of a Hotel (referred to as a “Subsequent Owner”), for the benefit of Manager, pursuant to which, in the event such holder (or its assignee) or landlord (or its assignee) or any Subsequent Owner comes into possession of or acquires title to a Hotel, such holder (and its assignee) or landlord (or its assignee) and all Subsequent Owners shall (x) recognize Manager’s rights under this Agreement, and (y) shall not name Manager as a party in any foreclosure action or proceeding, and (z) shall not disturb Manager in its right to continue to manage the Hotels pursuant to this Agreement; provided, however, that at such time, (i) this Agreement has not expired or otherwise been earlier terminated in accordance with its terms, and (ii) there are no outstanding Events of Default by Manager, and (iii) no material event has occurred and no material condition exists which, after notice or the passage of time or both, would entitle Lessee to terminate this Agreement.
Non-Disturbance Agreement shall have the meaning set forth in Section 5.1.20 hereof.
Examples of Non-Disturbance Agreement in a sentence
The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.
In the event that Lessor is unable to provide the Non-Disturbance Agreement within said sixty (60) days, then Lessee may, at Lessee's option, directly contact Xxxxxx and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.
The Tenant shall make all reasonable efforts to obtain a Non-Disturbance Agreement from any mortgagee of the Property.
The agreements contained in this Article XI shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a lender in connection with a sale, financing or refinancing of the Property, Lessee and Xxxxxx shall execute such further writings as may be reasonably required to separately document any subordination, attornment and Non-Disturbance Agreement provided for herein.
More Definitions of Non-Disturbance Agreement
Non-Disturbance Agreement has the meaning specified in Section 7.18(g).
Non-Disturbance Agreement means an agreement, in recordable form in the jurisdiction in which the Hotel is located, executed and delivered by a holder of a Secured Loan (which agreement shall by its terms be binding upon all assignees of such holder and upon any Foreclosure Purchaser that acquires title to or possession of the Hotel at or through a Foreclosure), for the benefit of Management Company and which names Management Company as an intended beneficiary and which may not be terminated, amended, or modified in any manner without the written consent of Management Company, pursuant to which, in the event such holder (or its assignee) or any Foreclosure Purchaser comes into possession of or acquires title to the Hotel either at or following a Foreclosure, such holder (and its assignees) and all Foreclosure Purchasers: (a) shall assume all obligations of TRS under this Agreement; (b) shall recognize Management Company’s rights under this Agreement; (c) shall not name Management Company as a party in any Foreclosure action or proceeding or non-judicial procedure; and (d) shall not disturb Management Company in its right to continue to manage the Hotel pursuant to this Agreement; provided, however, that at such time: (i) this Agreement has not expired or otherwise been earlier properly terminated in accordance with its terms; (ii) there are no outstanding Events of Default by Management Company; and (iii) no event has occurred and no condition exists which, after notice or the passage of time or both, would entitle TRS to terminate this Agreement (excluding events which would constitute Events of Default, which are to be governed exclusively by clause (ii) hereof); and provided further that, notwithstanding the foregoing proviso, if an occurrence of the kind described in subsections (ii) or (iii) would otherwise prevent the effectiveness of the Non-Disturbance Agreement, Management Company shall be given ten (10) business days to cure or otherwise resolve such occurrence, in which case the Non-Disturbance Agreement shall be effective in spite of such occurrence.
Non-Disturbance Agreement means a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit B attached hereto.
Non-Disturbance Agreement means an agreement, in recordable form in the jurisdiction in which the Hotel is located, executed and delivered by the Holder of a Hotel Mortgage or Landlord, as applicable, (which agreement shall by its terms be binding upon all assignees of such lender or landlord and upon any individual or entity that acquires title to or possession of a Hotel (referred to as a “Subsequent Owner”), for the benefit of Manager, pursuant to which, in the event such holder (or its assignee) or landlord (or its assignee) or any Subsequent Owner comes into possession of or acquires title to the Hotel, (A) such holder (and its assignee) or landlord (and its assignee) and all Subsequent Owners (x) shall recognize Manager’s rights under this Agreement (subject to the termination rights of Lessee set forth herein), (y) shall not name Manager as a party in any foreclosure action or proceeding, and (z) shall not disturb Manager in its right to continue to manage the Hotel pursuant to this Agreement; provided, however, that at such time, (i) this Agreement has not expired or otherwise been earlier terminated in accordance with its terms, and (ii) there are no outstanding Events of Default by Manager, and (iii) no material event has occurred and no material condition exists which, after notice or the passage of time or both, would entitle Lessee to terminate this Agreement; and (B) Manager shall expressly subordinate Manager’s rights, benefits and remedies under this Agreement to such lender, landlord or Subsequent Owner’s superior and higher priority lien, but only with respect to the Hotel, by providing (1) the right and option to such lender, landlord or Subsequent Owner to terminate this Agreement without further cost, expense or obligation to such lender, landlord or Subsequent Owner, (2) that no Management Fees or other similar compensation shall be paid to Manager under this Agreement after such termination other than Management Fees, other similar compensation, reimbursement payments and indemnification payments accrued and unpaid prior to the date of termination, (3) that in no event shall any Termination Fee, Sale Termination Fee or other similar fee be payable to Manager by such lender, landlord or Subsequent Owner, (4) Manager shall recognize such lender, landlord or Subsequent Owner as owner or landlord and (5) prior to the effective time of such termination, Manager shall continue to operate the Hotel in accordance with the terms of this Agreement and before and after ...
Non-Disturbance Agreement means, as to a Ground Lease for a Sale Site that is subject to a Ground Lessor Mortgage, a non-disturbance agreement from the lender with respect to such Ground Lessor Mortgage, in form and substance reasonably satisfactory to Buyer.
Non-Disturbance Agreement means an agreement - by the Lender or holder of a security deed, mortgage or deed of trust encumbering the Premises and Property - that in the event of foreclosure of such security deed, mortgage or deed of trust, Tenant shall remain undisturbed under this Lease so long as Tenant complies with all of the terms, obligations and conditions hereunder.
Non-Disturbance Agreement means, as to a Ground Lease for a Site that is subject to a Ground Lessor Mortgage, a non-disturbance agreement from the lender with respect to such Ground Lessor Mortgage, in form and substance reasonably satisfactory to Acquiror, the Tower Operator and, after the Initial Closing, the Sale Site Subsidiaries.