Failure to Terminate. If, despite Patriot's reasonable best efforts, any such Exhibit A Hotel Franchise Agreement is not terminated on the date set forth on Exhibit A solely because the relevant consents and approvals listed on Schedule 6.2.6 have not been obtained, the management fees payable to Marriott pursuant to the Submanagement Agreements shall be adjusted downward (pro-rata, with respect to all Submanagement Agreements) to reflect the continuation of such Exhibit A Hotel Franchise Agreements beyond such agreed upon termination date. If Patriot ultimately obtains such missing consent within one (1) year after the scheduled termination of the relevant Exhibit A Hotel Franchise Agreement, then such Franchise Agreement (and the related owner's agreement) shall be terminated as of the date of such consent and the management fees under the related Submanagement Agreements shall be re-adjusted upward (pro-rata, with respect to all Submanagement Agreements) to reflect such termination as of such date. Adjustments under this Section 3.1.2 shall be effected in a manner that is designed to achieve fee neutrality on a net present value basis, assuming a 7.3% per annum discount rate, between the termination fees otherwise payable in connection with the termination of the Exhibit A Hotel Franchise Agreement and the fees to be earned under the Submanagement Agreements relating to the Exhibit B Hotels in which Patriot holds a 100% ownership interest. If Patriot does not obtain such consent within one (1) year after the scheduled termination of the relevant Exhibit A Hotel Franchise Agreement, then the initial adjustment to the management fees to reflect the continuation of such Franchise Agreement shall become permanent, and the management of such hotel shall then be transferred to the Primary Manager.
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Failure to Terminate. If, despite Patriot's reasonable best efforts, any such Exhibit A Hotel Franchise Agreement is not terminated on the date set forth on Exhibit A solely because the relevant consents and approvals listed on Schedule 6.2.6 have not been obtained, the management fees payable to Marriott pursuant to the Submanagement Agreements shall be adjusted downward (pro-rata, with respect to all Submanagement Agreements) to reflect the continuation of such Exhibit A Hotel Franchise Agreements beyond such agreed upon termination date. If Patriot ultimately obtains such missing consent within one (1) year after the scheduled termination of the relevant Exhibit A Hotel Franchise Agreement, then such Franchise Agreement (and the related owner's agreement) shall be terminated as of the date of such consent and the management fees under the related Submanagement Agreements shall be re-adjusted upward (pro-rata, with respect to all Submanagement Agreements) to reflect such termination as of such date. Adjustments under this Section 3.1.2 shall be effected in a manner that is designed to achieve fee neutrality on a net present value basis, assuming a 7.3% per annum discount rate, between the termination fees otherwise payable in connection with the termination of the Exhibit A Hotel Franchise Agreement and the fees to be earned under the Submanagement Agreements relating to the Exhibit B Hotels in which Patriot holds a 100% ownership interest. If Patriot does not obtain such consent within one (1) year after the scheduled termination of the relevant Exhibit A Hotel Franchise Agreement, then the initial adjustment to the management fees to reflect the continuation of such Franchise Agreement shall become permanent, and the management of such hotel shall then be transferred to the Primary Manager.to
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Sources: Settlement Agreement (Interstate Hotels Management Inc)