MADE IN ANY MATERIAL RESPECT OR OWNER FAILS
TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER, THEN MANAGER SHALL HAVE THE RIGHT
TO INSTITUTE FORTHWITH ANY AND ALL PROCEEDINGS PERMITTED BY LAW OR EQUITY
(PROVIDED THEY ARE NOT SPECIFICALLY BARRED UNDER THE TERMS OF THIS AGREEMENT),
INCLUDING, WITHOUT LIMITATION, ACTIONS FOR SPECIFIC PERFORMANCE AND/OR DAMAGES;
PROVIDED, HOWEVER, EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT,
MANAGER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT BY REASON OF SUCH A
FAILURE BY OWNER OR OTHERWISE.
MANAGER SHALL BE ENTITLED TO TERMINATE THIS
AGREEMENT IN THE EVENT OF A VIOLATION OF THE TERMS OF SECTION 4.7 BY PURCHASER
OR OWNER.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, MANAGER
HEREBY WAIVES ALL RIGHTS ARISING FROM ANY OCCURRENCE WHATSOEVER, WHICH MAY NOW
OR HEREAFTER BE CONFERRED UPON IT BY LAW, (A) TO MODIFY WITHOUT THE AGREEMENT OF
OWNER, SURRENDER OR TERMINATE THIS AGREEMENT OR
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QUIT OR SURRENDER ANY HOTEL OR ANY PORTION THEREOF, OR (B) TO OBTAIN (I) ANY
ABATEMENT, REDUCTION, SUSPENSION OR DEFERMENT OF THE SUMS ALLOCABLE OR OTHERWISE
PAYABLE TO OWNER OR OTHER OBLIGATIONS TO BE PERFORMED BY MANAGER HEREUNDER OR
(II) ANY INCREASE IN ANY AMOUNTS PAYABLE TO MANAGER HEREUNDER.
IN THE EVENT
OWNER WRONGFULLY TERMINATES THIS AGREEMENT OR MANAGER TERMINATES THIS AGREEMENT
PURSUANT TO A RIGHT TO DO SO AS A RESULT OF OWNER'S BREACH, THEN, SUBJECT TO
MANAGER'S MITIGATION OBLIGATIONS AND ANY OTHER LIMITATION ON REMEDIES SET FORTH
HEREIN, MANAGER SHALL BE ENTITLED TO RECOVER AS PART OF ITS DAMAGES FOR SUCH
WRONGFUL TERMINATION AN AMOUNT EQUAL TO THE DAMAGES SUFFERED BY MANAGER ON
ACCOUNT OF TERMINATING THE EMPLOYMENT OF ON-SITE EMPLOYEES OF THE HOTELS AS A
RESULT OF SUCH WRONGFUL TERMINATION.
17.4
POST TERMINATION OBLIGATIONS.
UPON EXPIRATION OR
EARLIER TERMINATION OF THIS AGREEMENT FOR ANY REASON, OWNER AND MANAGER SHALL
PROCEED AS FOLLOWS:
(A)
WITHIN SIXTY (60) DAYS FOLLOWING THE
EFFECTIVE DATE OF SUCH EXPIRATION OR EARLIER TERMINATION, MANAGER WILL SUBMIT TO
OWNER AN AUDITED FINAL ACCOUNTING OF THE RESULTS OF THE POOLED FF&E HOTELS'
OPERATIONS AND ALL ACCOUNTS BETWEEN OWNER AND MANAGER THROUGH THE EFFECTIVE DATE
OF SUCH EXPIRATION OR EARLIER TERMINATION, THE COST OF WHICH AUDIT SHALL BE
SHARED EQUALLY BY MANAGER AND OWNER AND SHALL NOT BE AN OPERATING COST AND SHALL
BE PERFORMED BY ERNST & YOUNG OR ANOTHER ACCOUNTING FIRM SELECTED BY MANAGER AND
APPROVED BY OWNER.
SAID FINAL ACCOUNTING SHALL BE ACCOMPANIED BY AN OFFICER'S
CERTIFICATE AND SHALL PROMPTLY BE SUBMITTED BY MANAGER TO OWNER FOR ITS
APPROVAL.
OWNER SHALL NOT UNREASONABLY WITHHOLD OR DELAY ITS APPROVAL OF THE
FINAL ACCOUNTING AND ANY SUCH DISAPPROVAL SHALL CONTAIN REASONABLY DETAILED
EXPLANATION FOR DISAPPROVAL.
WITHIN THIRTY (30) DAYS AFTER DELIVERY OF SUCH
FINAL ACCOUNTING, THE PARTIES WILL MAKE APPROPRIATE ADJUSTMENTS TO ANY AMOUNTS
PREVIOUSLY PAID OR DUE UNDER THIS AGREEMENT.
(B)
ON THE EFFECTIVE DATE OF SUCH EXPIRATION OR
EARLIER TERMINATION, MANAGER WILL DELIVER TO OWNER ALL BOOKS AND RECORDS OF THE
HOTELS, PROVIDED THAT MANAGER MAY RETAIN COPIES OF ANY