AND (B) VOLUNTARILY AND IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT BY WAY OF
MOTION, DEFENSE, OR OTHERWISE IN ANY SUCH ACTION OR PROCEEDING, ANY CLAIM OR
DEFENSE THAT THEY ARE NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH A
COURT, THAT SUCH A COURT LACKS PERSONAL JURISDICTION OVER ANY PARTY OR THE
MATTER, THAT THE ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT OR
IMPROPER FORUM, THAT THE VENUE OF THE ACTION OR PROCEEDING IS IMPROPER, OR THAT
THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH A COURT.
TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH PARTY CONSENTS TO SERVICE OF PROCESS BY
REGISTERED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER MANNER PROVIDED BY
LAW.
(B)
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHTS TO TRIAL BY JURY
WITH RESPECT TO THIS AGREEMENT OR MATTER ARISING IN CONNECTION HEREWITH.
24.8
PERFORMANCE ON BUSINESS DAYS.
IN THE EVENT THE
DATE ON WHICH PERFORMANCE OR PAYMENT OF ANY OBLIGATION OF A PARTY REQUIRED
HEREUNDER IS OTHER THAN A BUSINESS DAY, THE TIME FOR PAYMENT OR PERFORMANCE
SHALL AUTOMATICALLY BE EXTENDED TO THE FIRST BUSINESS DAY FOLLOWING SUCH DATE.
24.9
ATTORNEYS' FEES.
IF ANY LAWSUIT OR ARBITRATION
OR OTHER LEGAL PROCEEDING ARISES IN CONNECTION WITH THE INTERPRETATION OR
ENFORCEMENT OF THIS AGREEMENT, THE PREVAILING PARTY THEREIN SHALL BE ENTITLED TO
RECEIVE FROM THE OTHER PARTY THE PREVAILING PARTY'S COSTS AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES INCURRED IN CONNECTION THEREWITH, IN
PREPARATION THEREFOR AND ON APPEAL THEREFROM, WHICH AMOUNTS SHALL BE INCLUDED IN
ANY JUDGMENT THEREIN.
24.10
SECTION AND OTHER HEADINGS.
THE HEADINGS CONTAINED IN
THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT IN ANY WAY AFFECT
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
24.11
DOCUMENTS.
THROUGHOUT THE TERM, OWNER AGREES TO
FURNISH MANAGER COPIES OF ALL NOTICES RELATING TO REAL AND
97
PERSONAL PROPERTY TAXES AND INSURANCE STATEMENTS, ALL FINANCING DOCUMENTS
(INCLUDING NOTES AND MORTGAGES) RELATING TO THE HOTELS AND SUCH OTHER DOCUMENTS
PERTAINING TO THE HOTELS AS MANAGER MAY REQUEST.
24.12
NO CONSEQUENTIAL DAMAGES.
EXCEPT AS MAY BE EXPRESSLY
PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES SUFFERED BY THE OTHER AS THE RESULT OF A BREACH OF
THIS AGREEMENT.
TIME IS OF THE ESSENCE WITH RESPECT TO THIS AGREEMENT.
24.13
NO POLITICAL CONTRIBUTIONS.
NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO MONEY OR PROPERTY OF THE HOTELS
SHALL BE PAID OR USED OR OFFERED, NOR SHALL OWNER OR MANAGER DIRECTLY OR
INDIRECTLY USE OR OFFER, CONSENT OR AGREE TO USE OR OFFER, ANY MONEY OR PROPERTY
OF THE HOTELS (I) IN AID OF ANY POLITICAL PARTY, COMMITTEE OR ORGANIZATION,
(II) IN AID OF ANY CORPORATION, JOINT STOCK OR OTHER ASSOCIATION ORGANIZED OR
MAINTAINED FOR POLITICAL PURPOSES, (III) IN AID OF ANY CANDIDATE FOR POLITICAL
OFFICE OR NOMINATION FOR SUCH OFFICE, (IV) IN CONNECTION WITH ANY ELECTION,
(V) FOR ANY POLITICAL PURPOSE WHATEVER, OR