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 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, SUBJECT TO MANAGER'S MITIGATION OBLIGATIONS AND
ANY OTHER LIMITATIONS OR REMEDIES SET FORTH HEREIN, MANAGER SHALL BE ENTITLED TO
RECOVER AS PART OF ITS
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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 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 OF THE SAME FOR MANAGER'S RECORDS.
NOTWITHSTANDING THE FOREGOING, MANAGER WILL NOT BE REQUIRED TO DELIVER TO OWNER
ANY INFORMATION OR MATERIALS (INCLUDING, WITHOUT LIMITATION, SOFTWARE, DATABASE,
MANUALS AND TECHNICAL INFORMATION) WHICH ARE PROPRIETARY PROPERTY OF MANAGER.
(C)
ON THE EFFECTIVE DATE OF SUCH EXPIRATION OR EARLIER TERMINATION,
MANAGER WILL DELIVER POSSESSION OF THE HOTELS, TOGETHER WITH ANY AND ALL KEYS OR
OTHER ACCESS DEVICES, TO OWNER.
(D)
ON THE EFFECTIVE DATE OF SUCH EXPIRATION OR EARLIER TERMINATION,
MANAGER WILL ASSIGN TO OWNER OR ITS DESIGNEE, AND OWNER OR SUCH DESIGNEE WILL
ASSUME, ALL BOOKING, RESERVATION, SERVICE AND OPERATING CONTRACTS RELATING
EXCLUSIVELY TO THE OCCUPANCY OR OPERATION OF THE