OPERATIONS AT ANY
HOTEL IN ORDER TO PROTECT THE HEALTH, SAFETY AND WELFARE OF THE GUESTS AND/OR
EMPLOYEES OF SUCH HOTEL, OR SUCH HOTEL ITSELF, FOR REASONS OF FORCE MAJEURE
BEYOND THE CONTROL OF MANAGER SUCH AS, BUT NOT LIMITED TO, ACTS OF WAR,
INSURRECTION, CIVIL STRIFE AND COMMOTION, LABOR UNREST OR ACTS OF GOD, THEN IN
SUCH EVENT MANAGER MAY CLOSE AND CEASE OR ALTER OPERATION OF ALL OR PART OF SUCH
HOTEL, REOPENING AND COMMENCING
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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.
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 SUITE" HOTEL NOR SHALL MANAGER OR ANY
AFFILIATE AUTHORIZE A THIRD PARTY TO OPERATE OR OPEN ANY HOTEL AS A "STAYBRIDGE
SUITE" HOTEL THAT IS WITHIN THE RESTRICTED AREA OF ANY HOTEL DURING ITS
RESTRICTED PERIOD, UNLESS SUCH HOTEL (A) IS OWNED OR LEASED BY OWNER OR ITS
AFFILIATE; (B) IS OWNED, OPERATED, MANAGED, FRANCHISED OR UNDER DEVELOPMENT ON
THE APPLICABLE EFFECTIVE DATE AND HAS BEEN SPECIFICALLY IDENTIFIED IN WRITING AT
OR PRIOR TO THE TIME OF THE EXECUTION OF THE INITIAL HOTELS 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 (C) 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 SHALL APPLY ONLY TO "STAYBRIDGE SUITES" HOTELS AND SHALL NOT IN ANY WAY
RESTRICT THE OWNERSHIP, MANAGEMENT, FRANCHISING OR OPERATION OTHER BRANDS OR
FLAGS OF ANY HOTELS OWNED OR OPERATED BY MANAGER OR ITS AFFILIATES WITHIN THE
RESTRICTED AREA.
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24.2
ENVIRONMENTAL MATTERS.
(A)
MANAGER SHALL NOT STORE, RELEASE, DISCHARGE, SPILL UPON, DISPOSE
OF OR TRANSFER TO OR FROM ANY HOTEL ANY HAZARDOUS SUBSTANCE, EXCEPT FOR THOSE
WHICH ARE