1Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller (the “Sale”), the property described in this Section 1.1 (the “Property”).
1Purchase and Sale. At a Closing (as defined in Section 2), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and subject to the conditions set forth herein, for the Initial Purchase Price or Commitment Purchase Price, as the case may be, the Common Stock described in Paragraph 2 of the Securities Purchase Agreement attached hereto (collectively with this Annex I and the other exhibits attached hereto, this “Agreement”).
1Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the following items (collectively, the “Property”):
(a) Seller’s right, title and interest in and to the leasehold interest in and under that certain Indenture of Lease dated as of June 1, 1973, as amended by that certain First Amendment to Agreement of Lease dated as of September 9, 1975, as further amended by that that certain Second Amendment to Agreement of Lease dated as of April 1, 1976, as further 3 amended by that certain Third Amendment to Agreement of Lease dated as of June 30, 1976, as assigned by that certain Assignment of Lease dated as of March 5, 1984, as further amended by that certain Landlord's Consent Agreement dated as of September 30, 1997 (the “Consent”), as further amended by that certain Fourth Amendment to Agreement of Lease dated as of October 1, 1997, and as assigned by that certain Assignment and Assumption of Ground Lease dated as of December 1, 2006 (as amended, the “Ground Lease”) as to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (the “Real Property”);
(b) Seller’s right, title, and interest in and to the Hotel and all other buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”);
(c) Seller’s right, title, and interest in and to all of the following (collectively, the “Personal Property”):
(i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Seller as of the Closing Date, including all inventories of food and beverage in opened or unopened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures listed on Schedule 1.1(c) hereto and owned or leased by tenants, and/or occupants, concessionaires, licensees, guests, or employees of Seller, Seller’s existing hotel brand franchisor (“Existing Franchisor”), or Highgate Hotels, L.P. (“Hotel Manager”) or any of their respective affiliates, (y) any and all alcoholic beverages, to the extent ...
1Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, effective on the Closing Date (as defined below), Sellers agree to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from Sellers, the Purchased Shares, free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, “Liens”).
1Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, transfer, and deliver to Company, and Company hereby agrees to redeem and purchase from Seller, all of the Shares. The aggregate consideration to be paid by Company for the Shares will be $1,798,800.20 (the “Purchase Price”).
1Purchase and Sale. At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, transfer, assign and convey the Assets to Purchaser, and Purchaser agrees to purchase, accept and pay for the Assets and to assume certain obligations attributable to the Assets.
1Purchase and Sale. The Seller and the Buyer acknowledge and agree that, pursuant to the Original Agreement, the Seller sold, transferred, assigned and conveyed to RPI IFT, and RPI IFT purchased, acquired and accepted from the Seller, free and clear of all Liens, all of the Seller’s right, title and interest in and to the 2020 Assigned Royalty Payments. Upon the terms and subject to the conditions of this Agreement, at the 2023 Closing, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Liens, all of the Seller’s right, title and interest in and to the 2023 Assigned Royalty Payments.
1Purchase and Sale. Buyer shall purchase the Property from Seller and Seller shall sell the Property to Buyer for the Purchase Price and on the terms and subject to the conditions hereinafter set forth.
1Purchase and Sale. At the Closing, on the terms and subject to the conditions set forth in this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens.
1Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to each Investor, free and clear of all liens, other than any liens arising as a result of any action by any Investor, and each Investor shall purchase from the Company, the number of shares of Common Stock set forth opposite such Investor’s name on Exhibit A for a purchase price of $45.65 per share. The shares of Common Stock issued to the Investors pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
