Common use of Conditions for Assignment Clause in Contracts

Conditions for Assignment. APPROVAL. IF YOU WISH TO TRANSFER YOUR ----------------------------------- INTEREST IN THE HOTEL OR YOUR CONTROLLING INTEREST IN YOU, OR IN THIS AGREEMENT, ALONE OR TOGETHER WITH OTHER PREVIOUS, SIMULTANEOUS, OR PROPOSED TRANSFERS, YOU MUST FIRST: 1. SATISFY ALL OF YOUR ACCRUED MONETARY OBLIGATIONS AND ALL OTHER OUTSTANDING OBLIGATIONS TO US; 2. CURE ANY DEFAULT OF THIS AGREEMENT (INCLUDING ANY AMENDMENTS) OR OF ANY OTHER AGREEMENT BETWEEN YOU AND US; 3. EXECUTE A GENERAL RELEASE, IN A FORM THAT WE APPROVE, OF ANY AND ALL CLAIMS AGAINST US AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES; AND 4. ENSURE THAT THE SUCCESSOR: a. EXECUTES (AND, IF THE SUCCESSOR IS A CORPORATION OR PARTNERSHIP, THE BENEFICIAL OWNERS OF A CONTROLLING INTEREST IN THE SUCCESSOR AS WE REQUEST) THE THEN-CURRENT FORM OF AGREEMENT, FOR A TERM ENDING ON THE EXPIRATION DATE OF THIS AGREEMENT, WHICH WILL REPLACE AND MAY DIFFER FROM THIS AGREEMENT, INCLUDING A HIGHER ROYALTY FEE; b. [PAYS US THE THEN-CURRENT AFFILIATION FEE;] c. DEMONSTRATES, TO OUR SATISFACTION, THAT THE SUCCESSOR MEETS OUR STANDARDS, POSSESSES A GOOD BUSINESS REPUTATION AND CREDIT RATING, AND HAS THE ABILITY, FINANCIAL RESOURCES, AND CAPITAL TO SUCCESSFULLY OPERATE THE HOTEL; d. AGREES IN WRITING TO UPGRADE THE HOTEL, AT SUCCESSOR'S EXPENSE AND WITHIN A SPECIFIED TIME, TO CONFORM TO OUR THEN- CURRENT STANDARDS AND SPECIFICATIONS; e. ATTENDS, ALONG WITH THE SUCCESSOR'S GENERAL MANAGER OF THE HOTEL, OUR THEN CURRENT ORIENTATION PROGRAM; AND f. OWNS THE ENTIRE LEASEHOLD OR FEE INTEREST IN THE HOTEL.