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Royalty Sharing Agreement

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This ROYALTY SHARING AGREEMENT (the "Agreement"), is entered into as of this 30th day of September 2000, by and among AMERIHOST PROPERTIES, INC., a Delaware corporation ("API"), CENDANT FINANCE HOLDING CORPORATION, a Delaware corporation ("Cendant") and AMERIHOST FRANCHISE SYSTEMS, INC., a Delaware corporation (the "Buyer").

WHEREAS, pursuant to an Asset Purchase Agreement among API, Cendant, the Buyer and others, dated as of August 17, 2000 (the "Asset Purchase Agreement"), API and certain of its subsidiaries have transferred to Cendant or the Buyer (together with AmeriHost Franchise Systems, Inc. and their respective affiliates, collectively, the "Cendant Parties") certain assets relating to the franchising of a hotel system under the AmeriHost Inn(R), AmeriHost Inn and SuitesSM, AmeriHost HotelSM, AmeriHost SuitesSM and any other proprietary brands of the Parent or any of its subsidiaries trademarks (the "Brands") and

WHEREAS, as a condition to the closing of the transactions contemplated by the Asset Purchase Agreement, the parties hereto are required to enter into this Agreement, which provides for, among other things, the delivery of certain contingent payments.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the parties intending to be legally bound, hereby agree as follows:

Section 1. Brand Royalty Sharing Payments.

(a) With respect to all Brand Royalties (as defined below) received by the Cendant Parties, Cendant shall pay to API an amount equal to [ECONOMIC TERMS OMITTED] of such Brand Royalties (subject to Section 2 below). Payments of Brand Royalties to API pursuant hereto shall be made on a monthly basis within thirty (30) days after the end of (i) the calendar month in which an amount first becomes owing under this Section 1(a) and (ii) each calendar month thereafter. Notwithstanding anything set forth herein to the contrary, for a period of twenty four months from the date hereof, any facility operating under any of the then-current proprietary brands of Cendant or its subsidiaries which coverts to one of the Brands shall be excluded from the calculation of Brand Royalties for the remainder of the term of this Agreement.

(b) For purposes of this Agreement, the following terms shall mean:

(i) "Brand Royalties." For a particular period, the royalty revenues (calculated as a share of Gross Room Revenues (as defined below)) received by the Cendant Parties for all hotels operating under any of the Brands or any other brands incorporating the "AmeriHost" name or any derivation thereof during such period. Brand Royalties shall not include fees received for marketing and reservation services.

(ii) "Gross Room Revenue." The gross receipts attributable to or payable for the rental of guest sleeping rooms at a particular facility operated under any of the Brands, including


without limitation the net proceeds of use and occupancy and business interruption, rent loss or similar insurance with respect to such facility; provided however that insurance proceeds shall be included in Gross Room Revenue only when and to the extent actually received, and for purposes of this Section 1, shall not exceed the amount of gross receipts reasonably estimated to have been lost as a result of the event that gave rise to payment of insurance proceeds. Gross Room Revenue shall not include Federal, state and local taxes or fees collected by the franchisee of such facility for transmittal to the appropriate taxing authority.

Section 2. Development and Collection Efforts; Rights of Set-Off. Cendant shall utilize commercially reasonable efforts (i) to pursue the development of the Brands, provided that Cendant shall not be obligated to pursue development of the AmeriHost Inn & SuitesSM Brand and (ii) to collect on a timely basis all Brand Royalties due and owing. Amounts collected shall first be allocated to reimburse the costs of collection, then to reimburse marketing and reservation fees and commissions paid to third parties on behalf of the account debtor, then to Brand Royalties. Cendant shall have the right to set-off against amounts due API pursuant hereto the obligations of API to repay any Repayment Amounts (as defined in the Development Agreement) due to Cendant or its subsidiaries pursuant to the Development Agreement among Cendant, API and others, dated the date hereof (the "Development Agreement).

Section 3. Reports. With each payment made pursuant to Section 1 above, Cendant shall deliver to API a report detailing the calculation of such payment made by Cendant for the period in question. Cendant shall cause each such report to be certified by Cendant's chief financial officer (or such other corporate officer as Cendant may designate) as being true, correct, and complete.

Section 4. Withholding. If a payment due under this Agreement is subject to withholding or other income taxes under applicable legal requirements or U.S. laws, the withholding party shall promptly deliver to the other party receipts of tax authorities or other suitable documentation for all taxes paid or withheld. The withholding party shall take all reasonable steps to assist the other party in obtaining any tax credit which may be due to such other party with respect to any withholding taxes.

Section 5. Records and Audit. Cendant shall keep true and accurate books of account and shall keep and maintain all records, documents, and other instruments relating to Brand Royalties (the "Cendant Material Records") in such detail as to enable API to ascertain the amounts due under this Agreement. API may designate a firm of certified or charted public accountants, reasonably acceptable to Cendant, for
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