Common use of Purchaser Conditions Clause in Contracts

Purchaser Conditions. The Company's obligations to the Registering Purchasers under this Article VIII (other than Section 8.3) will be conditioned on compliance with the following: (a) The Registering Purchasers and their respective Affiliates will cooperate with the Company in connection with the preparation of the applicable registration statement, and for so long as the Company is obligated to keep such registration statement effective, the Registering Purchasers and their respective Affiliates will provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare such registration statement and the related prospectus covering the applicable Registrable Securities owned by the Registering Purchasers and to maintain the currency and effectiveness thereof, so long as the Company executes a confidentiality agreement in form and substance reasonably satisfactory to the Registering Purchasers in the event any confidential information is requested by the Company. (b) During such time as the Registering Purchasers and their respective Affiliates may be engaged in a distribution of the Registrable Securities, the Registering Purchasers and their respective Affiliates will comply with all applicable laws, including Regulation M promulgated under the Securities Exchange Act, and, to the extent required by such laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable registration statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by the Registering Purchasers and their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that the Company shall provide the Registering Purchasers with an adequate number of copies thereof. (c) The Registering Purchasers and their respective Affiliates will permit the Company and its representatives and agents to examine such documents and records as may be reasonably necessary and will supply in a timely manner any information as they may be reasonably requested by the Company to provide in connection with the offering or other distribution of Registrable Securities by the Registering Purchasers. (d) On notice from the Company of the happening of any of the events specified in Section 8.2.5(c), or that requires the suspension by the Registering Purchasers and their respective Affiliates of the distribution of any of the Registrable Securities owned by the Registering Purchasers, then the Registering Purchasers and their respective Affiliates will cease offering or distributing the Registrable Securities owned by the Registering Purchasers until the offering and distribution of the Registrable Securities owned by the Registering Purchasers may recommence in accordance with the terms hereof and applicable law. (e) The Registering Purchasers and their respective Affiliates will enter into such agreements with the Company and any broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are customarily entered into and made by a seller of securities and such seller's controlling stockholders with respect to secondary distributions under similar circumstances.

Purchaser Conditions. The Company's obligations Purchaser’s obligation to consummate the transactions contemplated hereunder at the Closing are conditioned upon the satisfaction (or waiver, as evidenced in writing from Purchaser in its sole and absolute discretion) of each of the following conditions with respect to the Registering Purchasers under this Article VIII Property (other than Section 8.3) will be conditioned on compliance with the following:“Purchaser Closing Conditions”): (a) The Registering Purchasers Sellers’ representations and their respective Affiliates will cooperate with the Company in connection with the preparation warranties contained herein being true and correct as of the applicable registration statement, Closing Date and for so long as Sellers’ having obtained (or received a waiver in writing of) any required consents or approvals disclosed in the Company is obligated Disclosure Letter pursuant to keep such registration statement effective, the Registering Purchasers and their respective Affiliates will provide Section 9.1.3 except to the Companyextent that, in writing the aggregate for the entire Property, any representations and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable warranties that were untrue when made or became untrue after the Company to prepare such registration statement Effective Date and the related prospectus covering failure to obtain any such required consents or approvals, taken together, do not constitute a Portfolio Material Adverse Effect on the applicable Registrable Securities owned by Property, provided that this condition shall not be deemed to have failed if the Registering Purchasers and to maintain representations or warranties are not true as of the currency and effectiveness thereof, so long as the Company executes a confidentiality agreement in form and substance reasonably satisfactory Closing Date with respect to the Registering Purchasers in Property Representations by reason of changed facts or circumstances which, pursuant to the event any confidential information is requested by the Companyterms of this Agreement, are not expressly prohibited from occurring. (b) During such time as the Registering Purchasers and their respective Affiliates may be engaged in a distribution As of the Registrable SecuritiesClosing Date, the Registering Purchasers Sellers shall have performed in all material respects all of their obligations and their respective Affiliates will comply with all applicable laws, including Regulation M promulgated covenants under the Securities Exchange Act, and, to the extent required by such laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable registration statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by the Registering Purchasers and their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that the Company shall provide the Registering Purchasers with an adequate number of copies thereofthis Agreement. (c) The Registering Purchasers and their respective Affiliates will permit the Company and its representatives and agents to examine such documents and records as may be reasonably necessary and will supply in a timely manner any information as they may be reasonably requested by the Company to provide in connection with the offering or other distribution Sellers shall have delivered each of Registrable Securities by the Registering PurchasersSellers’ Closing deliveries under Section 4.2. (d) On notice from There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the Company consummation of the happening of any of the events specified in Section 8.2.5(c), or that requires the suspension by the Registering Purchasers and their respective Affiliates of the distribution of any of the Registrable Securities owned by the Registering Purchasers, then the Registering Purchasers and their respective Affiliates will cease offering or distributing the Registrable Securities owned by the Registering Purchasers until the offering and distribution of the Registrable Securities owned by the Registering Purchasers may recommence in accordance with the terms hereof and applicable lawtransactions contemplated hereby. (e) The Registering Purchasers On or prior to the Closing Date, (i) (A) all service and other operational contracts relating to the Property to be sold to Purchaser, in each case (x) that Purchaser has requested Seller in writing to terminate on or prior to January 22, 2015 (which are terminable by their respective Affiliates will enter into such agreements terms) or (y) that cannot be assigned to Purchaser by its terms (and for which Purchaser has otherwise been unable to obtain the consent of the relevant counterparty to Purchaser’s assumption of same) and (B) all hotel property management contracts (“Management Contracts”), which Purchaser requested Seller in writing to terminate in the notice delivered on October 29, 2014, shall be terminated, (ii) all Material Contracts that are assignable by their terms and which Purchaser requested Seller in writing to assume in the notice delivered on October 29, 2014 shall be assigned to Purchaser (assuming that Purchaser has executed and delivered the required assignment documentation), and (iii) all Assumable Service Contracts which Purchaser requested Seller in writing to assume in the notice delivered on October 29, 2014 shall be assigned to Purchaser (assuming that Purchaser has executed and delivered the required assignment documentation). (f) Provided that Purchaser is (i) assuming the Assumed Debt, and (ii) has complied in all respects with its obligations under Section 13.5, Lender shall have executed and delivered all documents necessary to consummate the Company Debt Assumption on the terms set forth in the Loan Agreement and any broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are customarily entered into and made by a seller of securities and such seller's controlling stockholders with respect to secondary distributions under similar circumstancesconditional consent letter.

Purchaser Conditions. The Company's obligations to the Registering Purchasers under this Article VIII (other than Section 8.3) 7 will be conditioned on compliance with the following: (a) The Registering Purchasers and their respective Affiliates will cooperate with the Company in connection with the preparation of the applicable registration statement, and for so long as the Company is obligated to keep such registration statement effective, the Registering Purchasers and their respective Affiliates will provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare such registration statement and the related prospectus covering the applicable Registrable Securities owned by the Registering Purchasers and to maintain the currency and effectiveness thereof, so long as the Company executes a confidentiality agreement in form and substance reasonably satisfactory to the Registering Purchasers in the event any confidential information is requested by the Company.; (b) During such time as the Registering Purchasers and their respective Affiliates may be engaged in a distribution of the Registrable Securities, the Registering Purchasers and their respective Affiliates will comply with all applicable laws, including Regulation M promulgated under the Securities Exchange Act, and, to the extent required by such laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable registration statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by the Registering Purchasers and their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that the Company shall provide the Registering Purchasers with an adequate number of copies thereof.; and (c) The Registering Purchasers and their respective Affiliates will permit the Company and its representatives and agents to examine such documents and records as may be reasonably necessary and will supply in a timely manner any information as they may be reasonably requested by the Company request to provide in connection with the offering or other distribution of Registrable Securities by the Registering Purchasers.; (d) On notice from the Company of the happening of any of the events specified in Section 8.2.5(c7.4(c), or that requires the suspension by the Registering Purchasers and their respective Affiliates of the distribution of any of the Registrable Securities owned by the Registering Purchasers, then the Registering Purchasers and their respective Affiliates will cease offering or distributing the Registrable Securities owned by the Registering Purchasers until the offering and distribution of the Registrable Securities owned by the Registering Purchasers may recommence in accordance with the terms hereof and applicable law. (e) The Registering Purchasers and their respective Affiliates will enter into such agreements with the Company and any broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are customarily entered into and made by a seller of securities and such seller's controlling stockholders shareholders with respect to secondary distributions under similar circumstances.