HOTELS.
(C)
WITHOUT LIMITING THE SCOPE OR INTENT OF THE OTHER PROVISIONS OF
THIS SECTION 2.13 OF THIS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES AND AGREES
THAT (I) THE EXECUTION AND DELIVERY BY THE OTHER OF THIS AGREEMENT IS
SUBSTANTIAL AND ESSENTIAL CONSIDERATION FOR THEIR RESPECTIVE AFFILIATES PURCHASE
AND SALE OF THE INITIAL HOTELS PURSUANT TO THE INITIAL HOTELS PURCHASE AGREEMENT
AND THE EXECUTION AND DELIVERY OF THE PARSIPPANY HOTEL ASSIGNMENT AGREEMENT;
(II) BUT FOR THE EXECUTION AND DELIVERY OF THIS AGREEMENT, MANAGER'S AFFILIATE
WOULD NOT HAVE SOLD THE INITIAL HOTELS TO PURCHASER AND MANAGER WOULD NOT HAVE
ASSIGNED THE TURN KEY HOTEL PURCHASE AND SALE AGREEMENT RELATED TO THE
PARSIPPANY HOTEL TO OWNER'S AFFILIATE, (III) BUT FOR THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, OWNER'S AFFILIATE WOULD NOT HAVE PURCHASED THE HOTELS FROM
MANAGER'S AFFILIATES OR ASSUMED THE TURN KEY HOTEL PURCHASE AND SALE AGREEMENT
RELATED TO THE PARSIPPANY HOTEL, (IV) THE TERMS AND PROVISIONS OF THE INITIAL
HOTELS PURCHASE AGREEMENT AND THE PARSIPPANY HOTEL ASSIGNMENT AGREEMENT,
INCLUDING THE CONSIDERATION SET FORTH THEREIN, WERE NEGOTIATED AND AGREED UPON
ON THE BASIS AND UPON THE CONDITION THAT THIS AGREEMENT BE EXECUTED AND
DELIVERED AT THE TIME OF THE CLOSING OF THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY, (V) THIS AGREEMENT FAIRLY, ACCURATELY AND FULLY SETS FORTH
THE AGREEMENT BETWEEN OWNER AND MANAGER REGARDING MANAGER'S MANAGEMENT OF THE
HOTELS THROUGH THE TERM, (VI) THERE ARE NO DUTIES OR OBLIGATIONS BETWEEN THE
PARTIES NOT EXPRESSLY SET FORTH HEREIN AND (VII) EACH OF THE PARTIES HERETO HAS
A DUTY OF COMMERCIAL GOOD FAITH AND FAIR DEALING.
33
(D)
ANY COMMON LAW OR OTHER RULE OR RESTRICTION THAT WOULD OTHERWISE
APPLY NOTWITHSTANDING, BUT SUBJECT TO THE TERMS OF SECTION 24.1, MANAGER, OWNER
AND THEIR RESPECTIVE AFFILIATES ARE FREE TO MANAGE, ENGAGE IN OR LICENSE OTHER
BUSINESS ACTIVITIES, INCLUDING ACTIVITIES INVOLVING TRANSIENT LODGING AND
RELATED ACTIVITIES.
EXCEPT AS PROVIDED IN SECTION 24.1, NOTHING HEREIN OR
OTHERWISE SHALL PREVENT MANAGER, OWNER OR THEIR RESPECTIVE AFFILIATES FROM
OWNING, MANAGING OR LICENSING OTHER FACILITIES AND MANAGER, OWNER AND THEIR
RESPECTIVE AFFILIATES MAY MANAGE, ENGAGE IN OR LICENSE ANY BUSINESS ACTIVITY AT
ANY OTHER LOCATION WHETHER OR NOT COMPETING WITH THE HOTELS, WITHOUT THE CONSENT
OR APPROVAL OF, OR LIABILITY TO, THE OTHER AND WITHOUT OFFERING THE OTHER ANY
OPPORTUNITY TO PARTICIPATE THEREIN.
SUBJECT TO THE TERMS OF SECTION 24.1, EACH
PARTY HEREBY WAIVES ANY CLAIM OR CAUSE OF ACTION, OF WHATEVER NATURE AND HOWEVER
DERIVED, RELATING TO OR ARISING IN ANY WAY OUT OF THE OTHER'S OWNERSHIP,
LICENSING OR MANAGEMENT OF ANY OTHER HOTEL OR COMMERCIAL PROPERTY WHEREVER
LOCATED.
ARTICLE 3
TERM AND RENEWALS
3.1
TERM.
THE TERM OF THIS AGREEMENT SHALL BE FOR A PERIOD BEGINNING
ON THE EFFECTIVE DATE AND CONTINUING FOR THE INITIAL TERM AND ANY EXTENSION OF
THE TERM HEREOF IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, UNLESS
SOONER TERMINATED AS HEREIN PROVIDED.
3.2
RENEWAL TERM.
THE TERM MAY BE EXTENDED, AT MANAGER'S OPTION, FOR
UP TO TWO (2) CONSECUTIVE PERIODS (EACH,