Common use of Limitations on Termination Clause in Contracts

Limitations on Termination. Owner and Hyatt each acknowledge that they are entering into this Agreement, and electing to forego current and prospective alternative business opportunities, in reliance on this Agreement’s long-term nature, that is necessary for each Party to realize the benefit of its bargain hereunder. The Parties agree that the specific, and limited, rights of each Party to terminate this Agreement that are expressly set forth herein are intended to be comprehensive and exhaustive. The Parties further agree that their respective obligations to adhere to the timeframes and processes attendant to each such specific and limited right of termination are material covenants, undertakings and conditions of this Agreement that are critically important for the orderly transition of Hotel operations, and to each Party’s commercial interests, and that the breach by a Party of any such obligations may cause irreparable damages to the other Party, including damages arising from, amongst other factors, confusion in the local market, confusion amongst both individual customers and regional and international corporate accounts, loss of goodwill, disadvantages in customer retention, and disadvantages in competing for future business opportunities. Each Party knowingly and as a material element of the bargain agrees that it shall not terminate this Agreement other than in strict accordance with its express terms, and grants the other Party the right to seek and secure injunctive relief without bond if it should attempt to terminate this Agreement on any basis, or in any manner, that contravenes the express provisions of this Agreement (including the provisions of this Section 16.3 or Sections 18.1 or 19.1).