Common use of Transition of Operations Clause in Contracts

Transition of Operations. In connection with the expiration or any termination of this Agreement, the Parties agree to comply with the following procedures, which each Party acknowledges constitute material covenants, undertakings and conditions of this Agreement: (a) With respect to guests or patrons having or seeking to make future reservations or use of Hotel rooms or facilities for a date after the date of expiration or expected date of termination, Hyatt and its Affiliates may inform such guests or patrons that the Hotel will not be a Brand Hotel during all or part of their expected stay or on their expected event date, and if requested, provide information and accept reservations in respect of other Hyatt-Affiliated Hotels. (b) Owner shall, and/or shall cause any successor entity engaged in the operation of the Hotel to, honor all bookings for future reservations or use of Hotel rooms or facilities that have been accepted or entered into prior to the expiration or termination of this Agreement. (c) Owner shall (with such assistance from Hyatt as Owner reasonably requests, as an Owner’s Charge) initiate, undertake, and discharge all procedures, and satisfy all obligations, required under Applicable Law, relating to Hotel employees. (d) Owner shall be responsible for, and if applicable shall reimburse Hyatt for, any Claims relating to the termination, or the terms and conditions of employment, of the Hotel employees. (e) All transferable licenses or permits relating to the Hotel that may have been obtained in the name of Hyatt or any of its Affiliates, if any, shall be transferred and assigned, as an Owner’s Charge, to Owner or a successor entity designated by Owner. (f) If Hyatt or any of its Affiliates maintain any insurance coverage for the Hotel under an arrangement insuring one or more Hyatt-Affiliated Hotels, such coverage will be terminated as of the effective date of the expiration or termination. (g) Accounts payable of the Hotel remaining unpaid as of the effective date of expiration or termination shall be paid by Owner as and when due. (h) Hyatt shall reasonably cooperate with Owner, as an Owner’s Charge, in the collection of any receivables outstanding as of the date of expiration or termination of this Agreement and will remit to Owner any amounts collected directly by Hyatt after the effective date of termination that relate to such receivables. (i) Owner shall pay all accrued amounts owing to Hyatt and its Affiliates under the Hyatt Agreements through the date of expiration or termination, without deduction or setoff, including any amounts payable in connection with such termination. (j) From and after the date of expiration or other termination, neither Owner, nor any Person acting on behalf of Owner, shall directly or indirectly hold itself or the Hotel out to the public as being or remaining a Brand Hotel or in any way affiliated with Hyatt, any of its Affiliates or the group of Hyatt-Affiliated Hotels. (k) From and after the date of termination or expiration, neither Owner, nor any party acting on behalf of Owner, shall (1) make any use of the Hyatt Trademarks whatsoever (and all items bearing the Hyatt Trademarks shall be removed from the Hotel, provided that Owner may, for a period not in excess of 30 days, use existing inventories of consumable goods bearing the Hyatt Trademarks) or (2) have any right or access to Hyatt Proprietary Materials (all of which Hyatt may, to the extent applicable, remove from the Hotel). After termination or expiration of this Agreement, Owner may use any Hotel Guest Records that were generated at the Hotel (and not supplied to the Hotel by Hyatt or its Affiliate) during the guest’s stay at the Hotel and stored in the Hotel’s property management system database, in any manner that Owner deems appropriate (subject to Applicable Law) at Owner’s own risk, provided that Owner complies, and ensures that any recipients of such Hotel Guest Records from Owner (whether directly or indirectly) comply, with H▇▇▇▇’▇ policies and procedures regarding the collection, storage, use, processing, and transfer of personal and/or financial data that were in place at the time that such data was collected. (l) Owner may continue to use the then current telephone number of the Hotel for a period of 3 months after the expiration or earlier termination of this Agreement, after which Owner shall cease to use the same. (m) The date of termination shall be extended to the extent necessary (but not longer than 60 days) to permit compliance with any Applicable Law relating to the employment of the Hotel employees.

Transition of Operations. In connection with the expiration or any termination of this Agreement, the Parties agree to comply with the following procedures, which each Party acknowledges constitute material covenants, undertakings and conditions of this Agreement: (a) With respect to guests or patrons having or seeking to make future reservations or use of Hotel rooms or facilities for a date after the date of expiration or expected date of termination, Hyatt and its Affiliates may inform such guests or patrons that the Hotel will not be a Brand Hotel during all or part of their expected stay or on their expected event date, and if requested, provide information and accept reservations in respect of other Hyatt-Affiliated Hotels. (b) Owner shall, and/or shall cause any successor entity engaged in the operation of the Hotel to, honor all bookings for future reservations or use of Hotel rooms or facilities that have been accepted or entered into prior to the expiration or termination of this Agreement. (c) Owner shall (with such assistance from Hyatt as Owner reasonably requests, as an Owner’s Charge) initiate, undertake, and discharge all procedures, and satisfy all obligations, required under Applicable Law, relating to Hotel employees. (d) Owner shall be responsible for, and if applicable shall reimburse Hyatt for, any Claims relating to the termination, or the terms and conditions of employment, of the Hotel employees. (e) All transferable licenses or permits relating to the Hotel that may have been obtained in the name of Hyatt or any of its Affiliates, if any, shall be transferred and assigned, as an Owner’s Charge, to Owner or a successor entity designated by Owner. (f) If Hyatt or any of its Affiliates maintain any insurance coverage for the Hotel under an arrangement insuring one or more Hyatt-Affiliated Hotels, such coverage will be terminated as of the effective date of the expiration or termination. (g) Accounts payable of the Hotel remaining unpaid as of the effective date of expiration or termination shall be paid by Owner as and when due. (h) Hyatt shall reasonably cooperate with Owner, as an Owner’s Charge, in the collection of any receivables outstanding as of the date of expiration or termination of this Agreement and will remit to Owner any amounts collected directly by Hyatt after the effective date of termination that relate to such receivables. (i) Owner shall pay all accrued amounts owing to Hyatt and its Affiliates under the Hyatt Agreements through the date of expiration or termination, without deduction or setoff, including any amounts payable in connection with such termination. (j) From and after the date of expiration or other termination, neither Owner, nor any Person acting on behalf of Owner, shall directly or indirectly hold itself or the Hotel out to the public as being or remaining a Brand Hotel or in any way affiliated with Hyatt, any of its Affiliates or the group of Hyatt-Affiliated Hotels. (k) From and after the date of termination or expiration, neither Owner, nor any party acting on behalf of Owner, shall (1) make any use of the Hyatt Trademarks whatsoever (and all items bearing the Hyatt Trademarks shall be removed from the Hotel, provided that Owner may, for a period not in excess of 30 days, use existing inventories of consumable goods bearing the Hyatt Trademarks) or (2) have any right or access to Hyatt Proprietary Materials (all of which Hyatt may, to the extent applicable, remove from the Hotel). After termination or expiration of this Agreement, Owner may use any Hotel Guest Records that were generated at the Hotel (and not supplied to the Hotel by Hyatt or its Affiliate) during the guest’s stay at the Hotel and stored in the Hotel’s property management system database, in any manner that Owner deems appropriate (subject to Applicable Law) at Owner’s own risk, provided that Owner complies, and ensures that any recipients of such Hotel Guest Records from Owner (whether directly or indirectly) comply, with H▇▇▇▇’▇ Hyatt’s policies and procedures regarding the collection, storage, use, processing, and transfer of personal and/or financial data that were in place at the time that such data was collected. (l) Owner may continue to use the then current telephone number of the Hotel for a period of 3 months after the expiration or earlier termination of this Agreement, after which Owner shall cease to use the same. (m) The date of termination shall be extended to the extent necessary (but not longer than 60 days) to permit compliance with any Applicable Law relating to the employment of the Hotel employees.