Common use of Purchase and Sale of the Property Clause in Contracts

Purchase and Sale of the Property. Subject to the terms and conditions herein, Buyer agrees to purchase and acquire from Seller, and Seller agrees to sell and convey to Buyer, the Property at Closing, free and clear of all liens and encumbrances other than Permitted Exceptions. The Property shall be deemed to include: (a) the land described on Exhibit A hereto and all rights, title, interest, benefits, and income appurtenant or attributable thereto, including all Seller’s rights and interest, if any, to roads, rights of way, and easements adjacent or belonging thereto (“Land”), the exact size and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 5; (b) all buildings, fixtures, and other improvements of every kind and description on or at the Land (“Improvements”), in their present condition; and (c) Seller’s rights and interest in any site surveys, studies, or reports, plans and specifications, warranties and contract rights, and permits and licenses with respect to the Land or Improvements (“Plans”). If applicable, the Property also shall be deemed to include: (i) the personal property located and used at the Property to be conveyed to Buyer, which is listed on Exhibit C hereto (“Personal Property”); and (ii) the existing Contracts relating to the lease, occupancy, management, operation, maintenance, or repair of the Property to be assigned to and assumed by Buyer, which are listed on Exhibit D hereto (“Assigned Contracts”), including any security deposits held pursuant to the Assigned Contracts.

Purchase and Sale of the Property. Subject to the terms and conditions herein, Buyer ▇▇▇▇▇ agrees to purchase and acquire from Seller, and Seller ▇▇▇▇▇▇ agrees to sell and convey to Buyer, the Property at Closing, free and clear of all liens and encumbrances other than Permitted Exceptions. The Property shall be deemed to include: (a) the land described on Exhibit A hereto and all rights, title, interest, benefits, and income appurtenant or attributable thereto, including all Seller’s rights and interest, if any, to roads, rights of way, and easements adjacent or belonging thereto (“Land”), the exact size and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 5; (b) all buildings, fixtures, and other improvements of every kind and description on or at the Land (“Improvements”), in their present condition; and (c) Seller’s rights and interest in any site surveys, studies, or reports, plans and specifications, warranties and contract rights, and permits and licenses with respect to the Land or Improvements (“Plans”). If applicable, the Property also shall be deemed to include: (i) the personal property located and used at the Property to be conveyed to Buyer, which is listed on Exhibit C hereto (“Personal Property”); and (ii) the existing Contracts relating to the lease, occupancy, management, operation, maintenance, or repair of the Property to be assigned to and assumed by Buyer, which are listed on Exhibit D hereto (“Assigned Contracts”), including any security deposits held pursuant to the Assigned Contracts.

Purchase and Sale of the Property. Subject to and upon the terms and conditions herein, Buyer Seller hereby agrees to sell, convey, assign and transfer to Purchaser, without representation or warranty of any kind, and without recourse, except as otherwise expressly set forth in this Agreement, and Purchaser hereby agrees to purchase and acquire from Seller, and Seller agrees to sell and convey to Buyer, the Property at Closing, free and clear all of all liens and encumbrances other than Permitted Exceptions. The Property shall be deemed to include: (a) the land described on Exhibit A hereto and all rights, title, interest, benefits, and income appurtenant or attributable thereto, including all Seller’s rights and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, to roadsin the Resort, rights including without limitation: (i) All of waySeller’s and, if applicable, any of its affiliate’s, if any, right, title and easements adjacent or belonging thereto interest, if any, in that certain real property, more particularly described in Exhibit A attached hereto (the “Land”); (ii) All of Seller’s and, the exact size and legal description if applicable, any of which shall be determined by reference to the Surveyits affiliate’s, if any, pursuant right, title and interest, if any, in all buildings, structures, walls, fences, landscaping, improvements and fixtures situated on the Land (the “Improvements”), including the Hotel, the golf course, tennis courts and country club clubhouse; (iii) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, right, privileges, title and interest in and to Section 5the land lying in the bed of any street or highway adjoining the Land and all other appurtenances to the Land and Improvements, and all right, title and interest of Seller or its affiliate in and to any award made or to be made in lieu thereof and in and to any unpaid award for damages to the Land and Improvements by reason of change of grade of any street (the “Appurtenances”); (iv) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in all tangible personal property, (the “Personal Property”) owned or leased by Seller or its affiliate and located on or used in connection with the ownership, operation and management of the Resort, including, but not limited to the following: all fixtures, attachments, computers and computer equipment, computer software, furnishings, art work, machinery, laundry facilities, and other articles attached to or located upon the Real Property (as defined herein), all goods, machinery, tools, equipment (including fire sprinklers and alarm systems, air conditioning, heating, boilers, refrigerating, electronic monitoring, water, lighting, power, sanitation, waste removal, entertainment, recreational, fitness and maintenance equipment, window or structural cleaning rigs and all other equipment of every kind), motor vehicles, machinery, lawn mowers, swimming pool equipment, all indoor or outdoor furniture (including tables, chairs, beds, planters, desks, sofas, shelves, lockers and cabinets), furnishings, appliances, televisions, radios, refrigerators, mini-bars, rugs, carpets and other floor coverings, china, glassware, bar equipment and furnishings, linens, silverware, uniforms, paintings, pictures, decorations, sculptures, draperies, drapery rods and brackets, awnings, blinds, partitions, chandeliers and all other indoor and outdoor lighting fixtures; (v) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in all engineering, maintenance, housekeeping, food and beverage and spa department supplies, inventory, merchandise and goods available for sale or for consumption in the ordinary course, including soap, cleaning materials, beverage items (alcoholic and non-alcoholic) that is held for sale in the mini-bars in the guest rooms and other supplies, inventory, merchandise or goods of all kinds, used, unused, or held in reserve storage for future use in connection with the maintenance and operation of the Resort that are on hand as of the Closing Date (“Inventories”); (vi) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in (a) all contracts, agreements, and leases that are described on Schedule 1(a)(vi) which do not have the designations described in clauses (b) and (c) below; (b) all buildingscontracts, fixtures, agreements and other improvements leases that are described on Schedule 1(a)(vi) which have designations indicating that they have not been provided to Purchaser prior to the Effective Date but are (1) provided to Purchaser prior to Closing and (2) entered into in the ordinary course of every kind and description on or at business of the Land (“Improvements”), in their present conditionResort; and (c) all contracts, agreements and leases that are described on Schedule 1(a)(vi), which have designations indicating that they are to be terminated by Seller’s rights , to the extent that such contracts, agreements or leases cannot be terminated without payment of a termination fee, penalty, cost or other charge; (d) all contracts and interest agreements not listed on Schedule 1(a)(vi) in any site surveys, studies, or reports, plans and specifications, warranties and contract rights, and permits and licenses effect with respect to the Land Resort as of the Closing that were entered into in the ordinary course of business and are terminable upon ninety (90) day’s or less prior notice; (e) any Capital Improvements Contracts (as defined in Section 14(k)) to be assigned to Purchaser pursuant to Section 14(k); and (f) to the extent assignable without the consent of Manager or any third party, the rights of Seller, if any, under agreements, at law or in equity, which survive the termination of the Management Agreement, including, without limitation, any rights under the Termination Agreement, dated March 12, 2006, between Seller or its affiliates and Manager or Manager’s affiliates (in no event shall Seller or its affiliates be obligated to release a copy of the Termination Agreement to Purchaser to the extent that such release violates such agreement or any other agreements), to require Manager to (1) transfer or assign its liquor license to, or allow Purchaser to use, the liquor license of Manager currently in place for the Resort, and (2) transfer to Purchaser all customer data for future reservations at the Resort, including tentative reservations (all such leases, contracts, agreements and rights are, collectively, the “PlansContracts”). If , all of which have been provided to Purchaser as part of the Property Information (defined below)) (With respect to any Contracts which cannot be assigned by Seller without the consent of the other party thereunder and such consent is not obtained by the Closing, Seller and Purchaser shall cooperate with each other to nevertheless assign to Purchaser the benefits, and Purchaser will assume the obligations, and, in the event that any such fee, penalty or similar cost is due to obtain the benefits of such contracts or to obtain the assignment of such contracts, Purchaser will pay all such termination fees, costs and similar charges associated with the assignment of such Contracts); (vii) To the extent assignable, all of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in all rights, warranties, guaranties, approvals (governmental or otherwise), licenses, permits, authorizations, entitlements, surveys, plans, drawings and specifications, Property Marks (as defined herein), registered copyrights, patents and other intellectual property owned by Seller, and other intangible rights relating to the construction, ownership, operation, use and management of the Property also shall be deemed to include: (i) as defined herein), including without limitation all operations and businesses conducted on or from the personal property located and used at Real Property (the Property to be conveyed to Buyer, which is listed on Exhibit C hereto (“Personal Intangible Property”); and (viii) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, right, title and interest, if any, in and to all books, records, ledgers, files, information, work-product and data that are transferable and are in the possession of Seller or its affiliate relating to the ownership and operation of the Property, excluding, however, (i) information that is subject to the attorney-client privilege, (ii) attorney work-product, (iii) any information that is proprietary to Manager (defined in Section 1(b) below), (iv) any information that Seller required to keep confidential under existing agreements, other arrangements or applicable law, (v) all litigation files and documents for matters that will not materially affect the existing Contracts relating Resort after Closing, (vi) any and all other files that contain information or trade secrets that are related to the leaseproprietary and/or confidential manner in which Seller or its affiliates make their investment decisions and/or conduct their operations, occupancy, management, operation, maintenance, or repair of the Property to be assigned to and assumed by Buyer, which (vii) such items that are listed on Exhibit D hereto Excluded Assets (as defined in Section 1(b) below) (“Assigned ContractsHotel Books and Records”), including any security deposits held pursuant to the Assigned Contracts.

Purchase and Sale of the Property. Subject Seller agrees to sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Seller, on the terms and conditions herein, Buyer agrees to purchase and acquire from Seller, and Seller agrees to sell and convey to Buyer, the Property at Closing, free and clear of all liens and encumbrances other than Permitted Exceptionsset forth in this Agreement. The Property shall be deemed to include: consists of: (a) All of Seller's right, title and interest in and to the parcel or parcels of land described on in Exhibit A attached hereto (the "Land"), together with all easements, rights-of-way, appurtenances (including, without limitation, air rights, development rights and other similar rights, if any), tenements, hereditaments and water rights (if any) appertaining to or otherwise benefiting the Land or any of the Improvements (as defined below); (b) All of Seller's right, title and interest in and to any and all rightsimprovements, titlebuildings, interest, benefitsstructures, and income appurtenant facilities, including, without limitation, the structures now located thereon consisting of structures for office, warehousing, manufacturing and parking uses (the "Building"), now or attributable theretohereafter situated on the Land (collectively, including the "Improvements"); (c) All of Seller's right, title and interest under all leases, licenses and other agreements to occupy all or any part of the Land or Improvements (collectively, the "Leases"), together with, and subject to the manner in which the same are to be prorated under this Agreement, all rents, charges, deposits and other sums due, accrued or to become due thereunder, and all guaranties by third parties of any tenant's obligations under such leases; (d) All of Seller’s rights 's right, title and interest, if any, to roads, rights of way, and easements adjacent or belonging thereto the extent assignable (“Land”), the exact size and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 5; (b) all buildings, fixtures, and other improvements of every kind and description on or at the Land (“Improvements”without obtaining consent), in their present condition; and to all of the following intangible property now or hereafter existing with respect to the Property (cthe "Intangible Property"): (i) Seller’s rights and interest in any site surveys, studies, or reports, all plans and specifications, warranties architectural drawings, building permits and contract rightsother permits issued in connection with the construction, operation, use or occupancy of the Improvements, and permits all warranties, guaranties and licenses sureties now or hereafter received in connection with respect to the Land construction of or Improvements (“Plans”). If applicable, equipment on the Property also shall be deemed to include: (i) the personal property located and used at the Property to be conveyed to Buyer, which is listed on Exhibit C hereto (“Personal Property”)Improvements; and and (ii) the existing Contracts all licenses, permits, approvals, certificates of occupancy and franchises relating to the leasezoning, land use, ownership, operation, occupancy, managementconstruction or maintenance of the Improvements running to or in favor of the Seller, operation, maintenancethe Land, or repair of the Property Improvements, and all deposits to be assigned to and assumed by Buyer, which are listed on Exhibit D hereto (“Assigned Contracts”), including any security deposits held pursuant governmental authorities relating to the Assigned ContractsSeller, the Land, or the Improvements.

Purchase and Sale of the Property. Subject to and upon the terms and conditions herein, Buyer Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase and acquire from Seller: (i) All of Seller’s right, title and Seller agrees to sell and convey to Buyerinterest in that certain real property located at the address for the Hotel set forth in the Summary, the Property at Closing, free and clear of all liens and encumbrances other than Permitted Exceptions. The Property shall be deemed to include: (a) the land more particularly described on in Exhibit A attached hereto and all rights, title, interest, benefits, and income appurtenant or attributable thereto, including all Seller’s rights and interest, if any, to roads, rights of way, and easements adjacent or belonging thereto (the “Land”); (ii) All of Seller’s right, the exact size title and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 5; (b) interest in all buildings, fixtures, improvements and other improvements of every kind and description fixtures situated on or at the Land (the “Improvements”), in their present condition; and including the Hotel; (ciii) All of Seller’s rights right, title and interest in and to the land lying in the bed of any site surveys, studies, street or reports, plans highway adjoining the Land and specifications, warranties all other appurtenances to the Land and contract rightsImprovements, and permits all right, title and licenses interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damages to the Land and Improvements by reason of change of grade of any street (the “Appurtenances”); (iv) All of Seller’s right, title and interest in all tangible personal property, furniture, equipment and vehicles (the “Personal Property”) owned or leased by Seller and located on or used in connection with the ownership, operation and management of the Hotel; (v) All opened and unopened inventory of food, beverages, operating supplies, operating equipment, merchandise and goods held for sale or for consumption in the ordinary course of business of the Hotel (“Inventories”); (vi) To the extent assignable, all of Seller’s right, title and interest in all leases and contracts in effect with respect to the Land or Improvements (“Plans”). If applicableHotel, the Property also shall be deemed to include: (i) the personal property located including without limitation, those leases and used at the Property to be conveyed to Buyer, which is listed other contracts identified on Exhibit C B attached hereto together with any other leases and contracts entered into after the date hereof and prior to Closing that replace existing contracts and that are on substantially the same terms or are otherwise entered into in the ordinary course of business, consistent with past practices, as permitted by the terms of this Agreement (the “Personal Property”); and (ii) the existing Contracts relating to the lease, occupancy, management, operation, maintenance, or repair of the Property to be assigned to and assumed by Buyer, which are listed on Exhibit D hereto (“Assigned Contracts”), including other than any security deposits held Contracts that Seller or its affiliates have entered into with respect to all its hotels or a particular flag or segment of hotels which are not assignable as to a particular hotel (“Unassignable Contracts”). The Unassignable Contracts have also been identified on Exhibit B and have been provided to Purchaser as part of its Due Diligence Materials pursuant to Section 3(a) below because Purchaser may benefit from these Unassignable Contracts under the Assigned ContractsManagement Agreement or Franchise License Agreement with Seller or its affiliates pursuant to Section 6 below; and (vii) To the extent assignable, all of Seller’s right, title and interest in all rights, warranties, guaranties, approvals (governmental or otherwise), licenses, permits, authorizations, entitlements, surveys, plans and specifications and other intangible rights relating to the construction, ownership, operation, use and management of the Real Property (as defined herein), including without limitation all operations and businesses conducted on or from the Real Property (the “Intangible Property”), other than any non-assignable operational licenses and permits. The Land, the Appurtenances and the Improvements are referred to collectively herein as the “Real Property”. The Real Property, the Personal Property, the Contracts and the Intangible Property are referred to collectively herein as the “Property”.

Purchase and Sale of the Property. Subject Seller agrees to sell the Properties to --------------------------------- Purchaser, and Purchaser agrees to purchase the Properties from Seller, on the terms and conditions herein, Buyer agrees to purchase and acquire from Seller, and Seller agrees to sell and convey to Buyer, the Property at Closing, free and clear of all liens and encumbrances other than Permitted Exceptionsset forth in this Agreement. The Property shall be deemed to include: Properties consists of: (a) All of the land described on Exhibit in EXHIBIT A attached hereto (the "LAND") and all rightseasements, title, interest, benefits, rights and income interests appurtenant or attributable thereto, including if any; (b) All of the improvements and fixtures (which excludes the inventory, display cases, equipment, furniture, fixtures and equipment ("FF&E") and other personal (c) All of Seller's rights in all Seller’s rights of the following intangible property now or hereafter existing with respect to the Property (the "INTANGIBLE PROPERTY"); provided, however, the Intangible Property and interestall payments and proceeds derived therefrom may be retained and used by Seller so long as the Lease (defined below) remains in effect: (1) All plans and specifications, all building permits and other permits required in connection with the construction of the Improvements and all warranties, guaranties and sureties now or hereafter received in connection with the construction of the Improvements, if any, to roadsincluding, without limitation, all rights of waySeller under any plans, and easements adjacent or belonging thereto (“Land”), the exact size and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 5; (b) all buildings, fixtures, and other improvements of every kind and description on or at the Land (“Improvements”), in their present condition; and (c) Seller’s rights and interest in any site surveys, studies, or reports, plans and specifications, warranties and contract rights, drawings and permits and licenses all architectural, engineering or construction contracts with respect to the Land Improvements and all additions and alterations thereto; (2) All licenses, permits, approvals and certificates of occupancy relating to the zoning, land use, ownership, operation, occupancy, construction or maintenance of the Improvements running to or in favor of the Seller or the Improvements, and all deposits to governmental authorities relating to the Seller or the Improvements; (“Plans”). If applicable, 3) All service and maintenance contracts and equipment leases in connection with or used by the Property also shall be deemed Seller (if any) in the operation of the Improvements for any lawful use (as opposed to include: (iSeller's particular use in its business) the personal property located and used at the Property to be conveyed to Buyer, which is listed on Exhibit C hereto (“Personal Property”)are accepted by Purchaser; and (ii4) the existing Contracts relating All accounts, books, records, studies, documents, tests, surveys, assessments, audits, appraisals, contracts, contract rights, claims and warranties related to the leaseProperty, occupancy, management, operation, maintenance, or repair but excluding any of the foregoing which relate to Seller's business conducted from the Property to be assigned to and assumed by Buyer, which are listed on Exhibit D hereto (“Assigned Contracts”), including any security deposits held pursuant to the Assigned Contractsinsurance policies and insurance policy proceeds.

Purchase and Sale of the Property. Subject to and upon the terms and conditions herein, Buyer Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase and acquire from Seller: (i) All of Seller’s right, title and Seller agrees to sell and convey to Buyerinterest in that that certain real property located at the address for the Hotel set forth in the Summary, the Property at Closing, free and clear of all liens and encumbrances other than Permitted Exceptions. The Property shall be deemed to include: (a) the land more particularly described on in Exhibit A attached hereto and all rights, title, interest, benefits, and income appurtenant or attributable thereto, including all Seller’s rights and interest, if any, to roads, rights of way, and easements adjacent or belonging thereto (the “Land”)) ; (ii) All of Seller’s right, the exact size title and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 5; (b) interest in all buildings, fixtures, improvements and other improvements of every kind and description fixtures situated on or at the Land (the “Improvements”), in their present condition; and including the Hotel; (ciii) All of Seller’s rights right, title and interest in and to the land lying in the bed of any site surveys, studies, street or reports, plans highway adjoining the Land and specifications, warranties all other appurtenances to the Land and contract rightsImprovements, and permits all right, title and licenses interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damages to the Land and Improvements by reason of change of grade of any street (the “Appurtenances”); (iv) All of Seller’s right, title and interest in all tangible personal property, furniture and equipment (the “Personal Property”) owned or leased by Seller and located on or used in connection with the ownership, operation and management of the Hotel (defined below); (v) All opened inventory of food, beverages, operating supplies, operating equipment, merchandise and goods held for sale or for consumption in the ordinary course of business of the Hotel (“Inventories”); (vi) To the extent assignable, all of Seller’s right, title and interest in all leases and contracts in effect with respect to the Land or Improvements Hotel identified on Exhibit B attached hereto (the “PlansContracts”). If applicable, the Property also shall be deemed other than any Contracts that Seller or its affiliates have entered into with respect to include: (i) the personal property located and used at the Property all its hotels or a particular flag or segment of hotels which are not assignable as to be conveyed to Buyera particular hotel, which is listed on Exhibit C hereto (“Personal Property”); and (ii) shall remain the existing sole obligation of Seller. Any Contracts relating to the lease, occupancy, management, operation, maintenance, or repair of the Property which are not required to be assigned to Purchaser under this Agreement or required to be terminated under Section (3)(a) of this Agreement, shall remain Seller’s obligation; and (vii) To the extent assignable, all of Seller’s right, title and assumed by Buyerinterest in all rights, which are listed warranties, guaranties, approvals (governmental or otherwise), licenses, permits, authorizations, entitlements, surveys, plans and specifications and other intangible rights relating to the construction, ownership, operation, use and management of the Real Property (as defined herein), including without limitation all operations and businesses conducted on Exhibit D hereto or from the Real Property (the “Assigned ContractsIntangible Property”), including other than any security deposits held pursuant non-assignable operational licenses and permits. The Land, the Appurtenances and the Improvements are referred to collectively herein as the Assigned Contracts“Real Property”. The Real Property, the Personal Property, the Contracts and the Intangible Property are referred to collectively herein as the “Property”.