Common use of Obligations Following Termination Clause in Contracts

Obligations Following Termination. Upon the expiration or earlier termination of this Agreement for any reason, Manager’s authority to act for the Lessee or the Owners shall immediately cease and Manager shall do, and execute and/or deliver to Lessee, the following with respect to the Hotels, all of which shall be done, and executed and/or delivered to or as directed by Lessee, promptly upon the expiration or earlier termination hereof or as soon thereafter as is reasonably practicable. (a) A final accounting, reflecting receipts and disbursements in connection with the operations of the Hotels during the current Fiscal Year through the date of termination. (b) Any balance of monies of Lessee, including, without limitation, any undisbursed funds in the Hotel Account. (c) All Hotel Information (including all Hotel Information stored in any electronic format), service contracts, reservations, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the Hotels, including, but not limited to, all original documents. In addition, Manager shall assist Lessee (or its designee) in migrating and porting any Hotel Information stored in electronic format from the system or systems used by Manager to any new system or systems designated employed by Lessee or its designee, including, to the extent necessary, parsing and decoding the existing content and format of such electronic data to facilitate such transfer, all such reasonable out-of-pocket costs to be reimbursed to Manager. (d) All documents and instruments necessary to transfer to Lessee or its designee or nominee, to the extent transferable, all Operating Licenses held by Manager necessary to operate the Hotels. (e) Manager will assign to Lessee or its nominee, and Lessee and its nominee, if any, will assume, all space leases and concession agreements in effect with respect to the Hotels then in Manager’s, rather than Lessee’s, name, except for blanket concessions affecting other hotels or conference centers operated by Manager or its Affiliates. (f) Manager will take such further actions as Lessee may reasonably require to assure an orderly transition of the Hotels’ operations, including, without limitation, providing inventories of Furniture, Fixtures and Equipment, Operating Equipment and Operating Supplies. (g) Any and all Furniture, Fixtures and Equipment (along with then existing warranties, operating instructions, and service contracts), Operating Equipment, Operating Supplies, keys, locks and safe combinations, reservation lists, ledgers, bank statements for the Hotel Account, budgets, accounting books and records, insurance policies, bonds and other documents, memoranda, schedules, lists, contracts, agreements, leases, licenses, correspondence, and other items required for the operation of the Hotels. (h) Manager shall remove all of Manager’s personal property from the Hotel premises. (i) Without limiting the provisions of clause (d) above, Manager shall cooperate with Lessee to transfer all liquor licenses to, or to obtain new liquor licenses, in the name of Lessee or Lessee’s designee. Manager shall make commercially reasonable efforts to provide interim liquor licenses for up to one hundred eighty (180) days to Lessee or Lessee’s designee, provided that Manager may condition such provision on its receipt of market standard fees and a commercially reasonable indemnity from such party with respect to such claims as may arise in connection with the sale of liquor from Hotels. (j) Without limiting any of the foregoing, Manager shall, for a period of ninety (90) days after such expiration or earlier termination of this Agreement, make itself available at all reasonable times to consult with and advise Lessee or Lessee’s designee regarding the management, operation and maintenance of the Hotels; in such event, Lessee, Owner or the purchaser of the Hotels shall reimburse Manager for all of Manager’s reasonable out-of-pocket costs and expenses incurred during such 90-day period in connection with providing such consulting and advisory services, including, without limitation, the appropriately allocable portion of Manager’s payroll expenses for personnel involved in assisting with such transition.

Obligations Following Termination. Upon the expiration or earlier termination of this Agreement for any reason, Manager’s the Management Parties’ authority to act for the Lessee or the Owners shall immediately cease and Manager the Management Parties shall do, and execute and/or deliver to Lessee, the following with respect to the Hotels, all of which shall be done, and executed and/or delivered to or as directed by Lessee, promptly upon the expiration or earlier termination hereof or as soon thereafter as is reasonably practicable. (a) A final accounting, reflecting receipts and disbursements in connection with the operations of the Hotels during the current Fiscal Year through the date of termination. (b) Any balance of monies of Lessee, including, without limitation, any undisbursed funds in the Hotel Account. (c) All Hotel Information (including all Hotel Information stored in any electronic format), service contracts, reservations, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the Hotels, including, but not limited to, all original documents. In addition, Manager the Management Parties shall assist Lessee (or its designee) in migrating and porting any Hotel Information stored in electronic format from the system or systems used by Manager the Management Parties to any new system or systems designated employed by Lessee or its designee, including, to the extent necessary, parsing and decoding the existing content and format of such electronic data to facilitate such transfer, all such reasonable out-of-pocket costs to be reimbursed to Managerthe Management Parties. (d) All documents and instruments necessary to transfer to Lessee or its designee or nominee, to the extent transferable, all Operating Licenses held by Manager the Management Parties necessary to operate the Hotels. (e) Manager The Management Parties will assign to Lessee or its nominee, and Lessee and its nominee, if any, will assume, all space leases and concession agreements in effect with respect to the Hotels then in Manager’seither of the Management Parties’, rather than Lessee’s, name, except for blanket concessions affecting other hotels or conference centers operated by Manager the Management Parties or its their Affiliates. (f) Manager The Management Parties will take such further actions as Lessee may reasonably require to assure an orderly transition of the Hotels’ operations, including, without limitation, providing inventories of Furniture, Fixtures and Equipment, Operating Equipment and Operating Supplies. (g) Any and all Furniture, Fixtures and Equipment (along with then existing warranties, operating instructions, and service contracts), Operating Equipment, Operating Supplies, keys, locks and safe combinations, reservation lists, ledgers, bank statements for the Hotel Account, budgets, accounting books and records, insurance policies, bonds and other documents, memoranda, schedules, lists, contracts, agreements, leases, licenses, correspondence, and other items required for the operation of the Hotels. (h) Manager The Management Parties shall remove all of Manager’s the Management Parties’ personal property from the Hotel premises. (i) Without limiting the provisions of clause (d) above, Manager the Management Parties shall cooperate with Lessee to transfer all liquor licenses to, or to obtain new liquor licenses, in the name of Lessee or Lessee’s designee. Manager The Management Parties shall make commercially reasonable efforts to provide interim liquor licenses for up to one hundred eighty (180) days to Lessee or Lessee’s designee, provided that Manager the Management Parties may condition such provision on its their receipt of market standard fees and a commercially reasonable indemnity from such party with respect to such claims as may arise in connection with the sale of liquor from Hotels. (j) Without limiting any of the foregoing, Manager the Management Parties shall, for a period of ninety (90) days after such expiration or earlier termination of this Agreement, make itself available at all reasonable times to consult with and advise Lessee or Lessee’s designee regarding the management, operation and maintenance of the Hotels; in such event, Lessee, Owner or the purchaser of the Hotels shall reimburse Manager the Management Parties for all of Manager’s the Management Parties’ reasonable out-of-pocket costs and expenses incurred during such 90-day period in connection with providing such consulting and advisory services, including, without limitation, the appropriately allocable portion of Manager’s the Management Parties’ payroll expenses for personnel involved in assisting with such transition.

Obligations Following Termination. Upon the expiration or earlier termination of this Agreement for any reason, Manager’s authority to act for the Lessee or the Owners Owner shall immediately cease and Manager shall do, and execute and/or deliver to Lessee, the following with respect to the Hotels, all of which shall be done, and executed and/or delivered to or as directed by Lessee, promptly upon the expiration or earlier termination hereof or as soon thereafter as is reasonably practicable. (a) A final accounting, reflecting receipts and disbursements in connection with the operations of the Hotels during the current Fiscal Year through the date of termination. (b) Any balance of monies of Lessee, including, without limitation, any undisbursed funds in the Hotel Account. (c) All Hotel Information (including all Hotel Information stored in any electronic format), service contracts, reservations, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the Hotels, including, but not limited to, all original documents. In addition, Manager shall assist Lessee (or its designee) in migrating and porting any Hotel Information stored in electronic format from the system or systems used by Manager to any new system or systems designated employed by Lessee or its designee, including, to the extent necessary, parsing and decoding the existing content and format of such electronic data to facilitate such transfer, all such reasonable out-of-pocket costs to be reimbursed to Manager. (d) All documents and instruments necessary to transfer to Lessee or its designee or nominee, to the extent transferable, all Operating Licenses held by Manager necessary to operate the Hotels. (e) Manager will assign to Lessee or its nominee, and Lessee and its nominee, if any, will assume, all space leases and concession agreements in effect with respect to the Hotels then in Manager’s, rather than Lessee’s, name, except for blanket concessions affecting other hotels or conference centers operated by Manager or its Affiliates. (f) Manager will take such further actions as Lessee may reasonably require to assure an orderly transition of the Hotels’ operations, including, without limitation, providing inventories of Furniture, Fixtures and Equipment, Operating Equipment and Operating Supplies. (g) Any and all Furniture, Fixtures and Equipment (along with then existing warranties, operating instructions, and service contracts), Operating Equipment, Operating Supplies, keys, locks and safe combinations, reservation lists, ledgers, bank statements for the Hotel Account, budgets, accounting books and records, insurance policies, bonds and other documents, memoranda, schedules, lists, contracts, agreements, leases, licenses, correspondence, and other items required for the operation of the Hotels. (h) Manager shall remove all of Manager’s personal property from the Hotel premises. (i) Without limiting the provisions of clause (d) above, Manager shall cooperate with Lessee to transfer all liquor licenses to, or to obtain new liquor licenses, in the name of Lessee or Lessee’s designee. Manager shall make commercially reasonable efforts to provide interim liquor licenses for up to one hundred eighty (180) days to Lessee or Lessee’s designee, provided that Manager may condition such provision on its receipt of market standard fees and a commercially reasonable indemnity from such party with respect to such claims as may arise in connection with the sale of liquor from Hotels. (j) Without limiting any of the foregoing, Manager shall, for a period of ninety (90) days after such expiration or earlier termination of this Agreement, make itself available at all reasonable times to consult with and advise Lessee or Lessee’s designee regarding the management, operation and maintenance of the Hotels; in such event, Lessee, Owner or the purchaser of the Hotels shall reimburse Manager for all of Manager’s reasonable out-of-pocket costs and expenses incurred during such 90-day period in connection with providing such consulting and advisory services, including, without limitation, the appropriately allocable portion of Manager’s payroll expenses for personnel involved in assisting with such transition.

Obligations Following Termination. Upon the expiration or earlier termination of this Agreement for any reason, Manager’s the Management Parties’ authority to act for the Lessee or the Owners Owner shall immediately cease and Manager the Management Parties shall do, and execute and/or deliver to Lessee, the following with respect to the Hotels, all of which shall be done, and executed and/or delivered to or as directed by Lessee, promptly upon the expiration or earlier termination hereof or as soon thereafter as is reasonably practicable. (a) A final accounting, reflecting receipts and disbursements in connection with the operations of the Hotels during the current Fiscal Year through the date of termination. (b) Any balance of monies of Lessee, including, without limitation, any undisbursed funds in the Hotel Account. (c) All Hotel Information (including all Hotel Information stored in any electronic format), service contracts, reservations, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the Hotels, including, but not limited to, all original documents. In addition, Manager the Management Parties shall assist Lessee (or its designee) in migrating and porting any Hotel Information stored in electronic format from the system or systems used by Manager the Management Parties to any new system or systems designated employed by Lessee or its designee, including, to the extent necessary, parsing and decoding the existing content and format of such electronic data to facilitate such transfer, all such reasonable out-of-pocket costs to be reimbursed to Managerthe Management Parties. (d) All documents and instruments necessary to transfer to Lessee or its designee or nominee, to the extent transferable, all Operating Licenses held by Manager the Management Parties necessary to operate the Hotels. (e) Manager The Management Parties will assign to Lessee or its nominee, and Lessee and its nominee, if any, will assume, all space leases and concession agreements in effect with respect to the Hotels then in Manager’seither of the Management Parties’, rather than Lessee’s, name, except for blanket concessions affecting other hotels or conference centers operated by Manager the Management Parties or its their Affiliates. (f) Manager The Management Parties will take such further actions as Lessee may reasonably require to assure an orderly transition of the Hotels’ operations, including, without limitation, providing inventories of Furniture, Fixtures and Equipment, Operating Equipment and Operating Supplies. (g) Any and all Furniture, Fixtures and Equipment (along with then existing warranties, operating instructions, and service contracts), Operating Equipment, Operating Supplies, keys, locks and safe combinations, reservation lists, ledgers, bank statements for the Hotel Account, budgets, accounting books and records, insurance policies, bonds and other documents, memoranda, schedules, lists, contracts, agreements, leases, licenses, correspondence, and other items required for the operation of the Hotels. (h) Manager The Management Parties shall remove all of Manager’s the Management Parties’ personal property from the Hotel premises. (i) Without limiting the provisions of clause (d) above, Manager the Management Parties shall cooperate with Lessee to transfer all liquor licenses to, or to obtain new liquor licenses, in the name of Lessee or Lessee’s designee. Manager The Management Parties shall make commercially reasonable efforts to provide interim liquor licenses for up to one hundred eighty (180) days to Lessee or Lessee’s designee, provided that Manager the Management Parties may condition such provision on its their receipt of market standard fees and a commercially reasonable indemnity from such party with respect to such claims as may arise in connection with the sale of liquor from Hotels. (j) Without limiting any of the foregoing, Manager the Management Parties shall, for a period of ninety (90) days after such expiration or earlier termination of this Agreement, make itself available at all reasonable times to consult with and advise Lessee or Lessee’s designee regarding the management, operation and maintenance of the Hotels; in such event, Lessee, Owner or the purchaser of the Hotels shall reimburse Manager the Management Parties for all of Manager’s the Management Parties’ reasonable out-of-pocket costs and expenses incurred during such 90-day period in connection with providing such consulting and advisory services, including, without limitation, the appropriately allocable portion of Manager’s the Management Parties’ payroll expenses for personnel involved in assisting with such transition.