Primary Management Agreement definition
Examples of Primary Management Agreement in a sentence
Prior to any encumbrance of the Hotel or the Site with any Mortgage after the Take-Over Date, Primary Manager shall be obligated to exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) to obtain from the proposed Mortgagee an executed, recordable Subordination Agreement.
Lessee may exercise any one or more of its rights under the Primary Management Agreement from time to time at Lessee's discretion, and without notice to or consent of Marriott except as required under this Agreement; provided Lessee shall not terminate the Primary Management Agreement without the consent of Marriott, which consent shall not be unreasonably withheld and which consent shall in any event be granted if an acceptable successor has been approved under Section 2 hereof.
In such circumstances, it shall not be a default of Lessee hereunder so long as Lessee, while acting as successor to Primary Manager, diligently continues to exercise its reasonable best efforts to designate a third party to succeed to and assume the rights and obligations of Primary Manager under this Agreement, the Primary Management Agreement and the Submanagement Agreement or enter into a new management agreement consistent with the provisions hereof.
Submanager and Primary Manager shall use commercially reasonable efforts, and Primary Manager shall exercise its rights under the Primary Management Agreement to cause Wyndham (or to cause Wyndham to cause Owner) to use commercially reasonable efforts to prevent any liens from being filed against the Hotel which arise from any maintenance, repairs, alterations, improvements, renewals or replacements in or to the Hotel.
Additionally, Primary Manager agrees to cooperate with Submanager by exercising its rights under the Primary Management Agreement to cause Wyndham to execute such leases, subleases, licenses, concessions, equipment leases, service contracts and other agreements negotiated in good faith by Submanager and pertaining to the Hotel that, in Submanager's reasonable judgment, should be made in the name of the lessee of the Hotel.
Upon a termination of this Agreement in accordance with the provisions of this Agreement, Submanager agrees to execute a recordable termination of such Memorandum of Management Agreement in form reasonably agreed to by Primary Manager (it being acknowledged that pursuant to the Primary Management Agreement Primary Manager is required to obtain the agreement of Wyndham to such form).
Submanager and Primary Manager shall cooperate fully, and Primary Manager shall exercise its rights under the Primary Management Agreement to cause Wyndham to cooperate fully (or to cause Owner to cooperate fully, as applicable) in obtaining the release of any such liens, and the cost thereof, if the lien was not occasioned by the fault of either party, shall be treated the same as the cost of the matter to which it relates.
Patriot and Wyndham hereby acknowledge, unless otherwise noted below, that each of the funding obligations (the "Owner/Lessee Funding Obligations") listed below are required to be funded by the owner of each of the properties ("Owner") to Wyndham under the leases for the properties and, in turn, Wyndham is obligated to fund such obligation to the Primary Manager under the terms of the Primary Management Agreement.
Simultaneously with the execution of this Agreement, Primary Manager shall exercise its rights under the Primary Management Agreement to cause Wyndham to cause Owner to execute a recordable "Memorandum of Management Agreement", in the form which is attached hereto as Exhibit "D".
Any default which is not, by its nature, susceptible of being cured by Owner irrespective of having possession of the Hotel shall be deemed cured by Owner terminating the Lease and assuming all of the rights and obligations of the Lessee thereunder and under the Primary Management Agreement.