IN SUCH EVENT MANAGER MAY CLOSE AND CEASE OR ALTER OPERATION OF ALL OR PART OF
SUCH HOTEL, REOPENING AND COMMENCING OR RESUMING OPERATION WHEN MANAGER DEEMS
THAT SUCH MAY BE DONE WITHOUT JEOPARDY TO SUCH HOTEL, ITS GUESTS AND EMPLOYEES.
23.2
EXTENSION OF TIME.
OWNER AND MANAGER AGREE THAT,
WITH RESPECT TO ANY OBLIGATION, OTHER THAN THE PAYMENT OF MONEY, TO BE PERFORMED
BY A PARTY DURING THE TERM, NEITHER PARTY WILL BE LIABLE FOR FAILURE SO TO
PERFORM WHEN PREVENTED BY ANY OCCURRENCE BEYOND THE REASONABLE CONTROL OF SUCH
PARTY, HEREIN REFERRED TO AS A "FORCE MAJEURE" INCLUDING, WITHOUT LIMITATION,
OCCURRENCES SUCH AS STRIKE, LOCKOUT, BREAKDOWN, ACCIDENT, ORDER OR REGULATION OF
OR BY ANY GOVERNMENT AGENCY, FAILURE OF SUPPLY OR INABILITY, BY THE EXERCISE OF
REASONABLE DILIGENCE, TO OBTAIN SUPPLIES, PARTS OR EMPLOYEES NECESSARY TO
PERFORM SUCH OBLIGATION, OR WAR OR OTHER EMERGENCY.
THE TIME WITHIN WHICH SUCH
OBLIGATION MUST BE PERFORMED WILL BE EXTENDED FOR A PERIOD OF TIME EQUIVALENT TO
THE NUMBER OF DAYS OF DELAY FROM SUCH CAUSE.
ARTICLE 24
GENERAL PROVISIONS
24.1
TRADE AREA RESTRICTION.
92
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, NEITHER MANAGER NOR ANY AFFILIATE SHALL ACQUIRE, OWN, MANAGE,
OPERATE OR OPEN ANY HOTEL AS A "STAYBRIDGE SUITES" OR "HOLIDAY INN" HOTEL NOR
SHALL MANAGER OR ANY AFFILIATE AUTHORIZE A THIRD PARTY TO OPERATE OR OPEN ANY
HOTEL AS A "STAYBRIDGE SUITES" OR "HOLIDAY INN" HOTEL THAT IS WITHIN THE
RESTRICTED AREA OF ANY HOTEL OPERATED UNDER THE SAME NAME DURING ITS RESTRICTED
PERIOD, UNLESS SUCH HOTEL (I) IS OWNED OR LEASED BY OWNER OR ITS AFFILIATE;
(II) IS OWNED, OPERATED, MANAGED, FRANCHISED OR UNDER DEVELOPMENT ON THE
EFFECTIVE DATE AND HAS BEEN SPECIFICALLY IDENTIFIED IN WRITING AT OR PRIOR TO
THE TIME OF THE EXECUTION OF THE PURCHASE AGREEMENT OR REPLACES ANY SUCH HOTEL,
PROVIDED SUCH REPLACEMENT HOTEL DOES NOT HAVE MORE THAN TEN PERCENT (10%) MORE
GUEST ROOMS THAN THE ORIGINAL HOTEL WHICH IT REPLACES; OR (III) IS PART OF AN
ACQUISITION BY IHG OR ITS AFFILIATES OF AN INTEREST (INCLUDING AN INTEREST AS A
FRANCHISOR) IN A CHAIN OR GROUP OF NOT LESS THAN TEN (10) COMPARABLE HOTELS
(SUCH ACQUISITION TO OCCUR IN A SINGLE TRANSACTION OR A SERIES OF RELATED
TRANSACTIONS).
THE TERMS OF THIS SECTION 24.1(A) SHALL APPLY ONLY TO
"STAYBRIDGE SUITES" AND "HOLIDAY INN" HOTELS AND SHALL NOT IN ANY WAY RESTRICT
THE OWNERSHIP, MANAGEMENT, FRANCHISING OR OPERATION OF OTHER BRANDS OR FLAGS OF
ANY HOTELS OWNED OR OPERATED BY MANAGER OR ITS AFFILIATES WITHIN THE RESTRICTED
AREA.
FOR THE AVOIDANCE OF DOUBT, THE RESTRICTION SET FORTH IN THIS
SECTION 24.1(A) ONLY APPLIES TO TWO OR MORE HOTELS OF THE SAME BRAND, I.E., TWO
OR MORE STAYBRIDGE SUITES HOTELS OR TWO OR MORE HOLIDAY INN HOTELS.
A HOLIDAY
INN HOTEL AND A STAYBRIDGE SUITES HOTEL WITHIN A RESTRICTED AREA SHALL NOT BE
DEEMED A VIOLATION OF THIS SECTION.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, NEITHER MANAGER NOR ANY AFFILIATE