kozue13/Contracts · Datasets at Hugging Face

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holding shall at the request of any of the Acquiror Companies or the Target
Company or any Related Entity reform such provisions to the extent necessary to
cause them to contain reasonable limitations as to time, geographical area and
scope of activity to be restrained and to give the maximum permissible effect
to the intentions of the parties as set forth herein; and the court shall
enforce such provisions as so reformed.
If, notwithstanding the foregoing, any
provision hereof is held to be illegal, invalid or unenforceable under present
or future laws effective during the term hereof, such provision shall be fully
severable; this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or enforceable provision or by its
severance here from.
Furthermore, in lieu of such illegal, invalid or
unenforceable provision there shall be added automatically by the Acquiror and
the Target Company as a part hereof a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable, and the parties hereby agree to such provision.
7.
Waiver of Breach.
The waiver by any party to this Agreement
of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by any party.
8.
Tax Reporting.
The parties hereby expressly agree that the
consideration given and received pursuant to this Agreement shall, for income
tax purposes, be reported as amounts paid for a covenant not to compete.
The
parties acknowledge that Samples shall be solely responsible for the payment of
any federal, state or local taxes arising from his receipt of the consideration
under this Agreement.
9.
Notice.
Any notice, request, instruction, document or other
communication to be given hereunder by any party hereto to any other party
hereto shall be in writing and validly given if (i) delivered personally, (ii)
sent by telecopy, (iii) delivered by overnight express, or (iv) sent by
registered or certified mail, postage prepaid, as follows:





-6-
<PAGE> 7
If to Acquiror or the Target Company:

Wyndham Hotel Corporation/ClubHouse Hotels, Inc.
2001 Bryan Street
Suite 2300
Dallas, TX 75201
Attention: Legal Department
Facsimile No.
(214) 863-1262

If to Samples:

Mr. Roland W. Samples
11230 College Boulevard, Suite 130
Overland Park, Kansas 66210-2700
Facsimile No.
(913) 451-6072

or at such other address for a party as shall be specified by like notice.
Any
notice which is delivered personally, or sent by telecopy or overnight express
in the manner provided herein shall be deemed to have been duly given to the
party to whom it is directed upon actual receipt by such party.
Any notice
which is addressed and mailed in the manner herein provided shall be
conclusively presumed to have been given to the party to whom it is addressed
at the close of business, local time of the recipient, on the third day after
the day it is so placed in the mail.
10.
Entire Agreement.
This Agreement contains the entire
agreement of the parties hereto with respect to the matters covered hereby, and
supersedes all prior negotiations and written, oral or implied representations,
warranties, commitments, offers, contracts and understandings between the
parties with respect to such matters.
No modification or amendment of any of
the terms, conditions or provisions in this Agreement may be made otherwise
than by written agreement signed by the parties hereto, except as provided in
Section 6 hereof.
11.
Successors and Assigns.
The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns; provided, however, that
the obligations herein of Samples may not be delegated or assigned, and any
purported delegation or assignment by Samples in violation of this Section 11
shall be null and void.
Samples hereby acknowledges and agrees that the
Acquiror Companies and Related Entities, and any other entity now or hereafter
owning or operating any hotel operated under the "Wyndham," "ClubHouse" or
"Homegate" brand, are intended beneficiaries of the provisions hereof,
notwithstanding the fact that such entities may not be parties hereto, and
shall be entitled to enforce the provisions hereof as if they were parties

holding shall at the request of any of the Acquiror Companies or the Target

Company or any Related Entity reform such provisions to the extent necessary to

cause them to contain reasonable limitations as to time, geographical area and

scope of activity to be restrained and to give the maximum permissible effect

to the intentions of the parties as set forth herein; and the court shall

enforce such provisions as so reformed.

If, notwithstanding the foregoing, any

provision hereof is held to be illegal, invalid or unenforceable under present

or future laws effective during the term hereof, such provision shall be fully

severable; this Agreement shall be construed and enforced as if such illegal,

invalid or unenforceable provision had never comprised a part hereof; and the

remaining provisions hereof shall remain in full force and effect and shall not

be affected by the illegal, invalid or enforceable provision or by its

severance here from.

Furthermore, in lieu of such illegal, invalid or

unenforceable provision there shall be added automatically by the Acquiror and

the Target Company as a part hereof a provision as similar in terms to such

illegal, invalid or unenforceable provision as may be possible and be legal,

valid and enforceable, and the parties hereby agree to such provision.

7.

Waiver of Breach.

The waiver by any party to this Agreement

of a breach of any provision of this Agreement shall not operate or be

construed as a waiver of any subsequent breach by any party.

8.

Tax Reporting.

The parties hereby expressly agree that the

consideration given and received pursuant to this Agreement shall, for income

tax purposes, be reported as amounts paid for a covenant not to compete.

The

parties acknowledge that Samples shall be solely responsible for the payment of

any federal, state or local taxes arising from his receipt of the consideration

under this Agreement.

9.

Notice.

Any notice, request, instruction, document or other

communication to be given hereunder by any party hereto to any other party

hereto shall be in writing and validly given if (i) delivered personally, (ii)

sent by telecopy, (iii) delivered by overnight express, or (iv) sent by

registered or certified mail, postage prepaid, as follows:

-6-

<PAGE> 7

If to Acquiror or the Target Company:

Wyndham Hotel Corporation/ClubHouse Hotels, Inc.

2001 Bryan Street

Suite 2300

Dallas, TX 75201

Attention: Legal Department

Facsimile No.

(214) 863-1262

If to Samples:

Mr. Roland W. Samples

11230 College Boulevard, Suite 130

Overland Park, Kansas 66210-2700

Facsimile No.

(913) 451-6072

or at such other address for a party as shall be specified by like notice.

Any

notice which is delivered personally, or sent by telecopy or overnight express

in the manner provided herein shall be deemed to have been duly given to the

party to whom it is directed upon actual receipt by such party.

Any notice

which is addressed and mailed in the manner herein provided shall be

conclusively presumed to have been given to the party to whom it is addressed

at the close of business, local time of the recipient, on the third day after

the day it is so placed in the mail.

10.

Entire Agreement.

This Agreement contains the entire

agreement of the parties hereto with respect to the matters covered hereby, and

supersedes all prior negotiations and written, oral or implied representations,

warranties, commitments, offers, contracts and understandings between the

parties with respect to such matters.

No modification or amendment of any of

the terms, conditions or provisions in this Agreement may be made otherwise

than by written agreement signed by the parties hereto, except as provided in

Section 6 hereof.

11.

Successors and Assigns.

The terms and conditions of this

Agreement shall inure to the benefit of and be binding upon the parties hereto

and their respective successors and permitted assigns; provided, however, that

the obligations herein of Samples may not be delegated or assigned, and any

purported delegation or assignment by Samples in violation of this Section 11

shall be null and void.

Samples hereby acknowledges and agrees that the

Acquiror Companies and Related Entities, and any other entity now or hereafter

owning or operating any hotel operated under the "Wyndham," "ClubHouse" or

"Homegate" brand, are intended beneficiaries of the provisions hereof,

notwithstanding the fact that such entities may not be parties hereto, and

shall be entitled to enforce the provisions hereof as if they were parties