Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at Closing, each Seller shall convey, assign, and transfer to Buyer, and Buyer shall acquire from Sellers, for the consideration specified in this Article 2, free and clear of all Encumbrances (other than Permitted Encumbrances), all right, title, and interest in and to the following assets (collectively, the “Acquired Assets”), but not including any Excluded Assets:
Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, for the consideration described below, at Closing, Seller shall sell and convey a 100% legal and beneficial title and interest in and to the Project to Buyer free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer shall purchase the Project from Seller.
Covenant of Purchase and Sale. In reliance on the warranties contained in this Agreement, and subject to the terms and conditions set forth in this Agreement, at Closing Seller shall sell to Buyer, and Buyer shall purchase from Seller, for the consideration specified in this Article 2, free and clear of all Encumbrances, all right, title, and interest in and to the Membership Interests.
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the real and personal property comprising the Hotel and Hotel Parcel and Buyer shall assume (i) except to the extent otherwise expressly provided in this Agreement, all of Seller’s obligations and liabilities accruing, payable or to be performed from and after the Closing Date under and with respect to the Ground Lease, the Development Agreement, Reservations, Vouchers, the Leases, the Assumed Contracts, the Permits (but only to the extent assigned to Buyer) and the Permitted Exceptions and (ii) such other obligations and liabilities with respect to the Hotel as are expressly provided in this Agreement, or in any Transfer Instrument, to be assumed, paid or performed by Buyer (subject in the case of both clauses (i) and (ii) to any express limitations on such assumption, payment or performance contained herein or therein). Notwithstanding the foregoing, Buyer shall have the right to request that Seller, after the Approval Date, give notice terminating any Service Contract or Equipment Lease that can be terminated by Seller in accordance with the Hotel Management Agreement and otherwise without penalty or other cost on no more than 60 days’ notice, provided that Buyer gives Seller written notice designating each such Service Contract or Equipment Lease to be excluded by no later than the Approval Date, and Seller shall by the later of (A) five (5) Business Days after receiving Buyer’s request or (B) two (2) Business Day after the Approval Date deliver the requisite termination notices to the applicable vendors and lessors; provided, however, that where such termination will not be effective prior to Closing such Service Contract or Equipment Lease shall still be included in the Assumed Contracts.
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the real and personal property comprising the Hotel and, except as otherwise expressly provided herein, assume from and after Closing all obligations and liabilities appertaining to such property (including, without limitation, Seller’s obligations and liabilities under and with respect to the Assumed Contracts, the Permits and any Permitted Exceptions).
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the real and personal property comprising the Hotel (except the FF&E held by Skamania LLC), all of the membership interests in Skamania LLC and, except as otherwise expressly provided herein, assume from and after Closing all obligations and liabilities appertaining to such property (including, without limitation, Seller’s obligations and liabilities under and with respect to the Leases, the Assumed Contracts, the Permits and any Permitted Exceptions).
Covenant of Purchase and Sale. Subject to the terms and conditions in this Agreement, at Closing Sellers shall convey, assign, and transfer to Buyer, and Buyer shall acquire from Sellers, for the consideration and on the terms set forth in this Agreement, free and clear of all Encumbrances other than Permitted Encumbrances, all properties, privileges, rights, interests and claims, real and personal, tangible and intangible, of every type and description that are owned, leased, held, used or useful in the ownership, operation, closure remediation or reclamation of the McCoy/Cove Complex and in which Sellers have any right, title or intxxxxx or in which they acquire any right, title or interest on or before the Closing Date (collectively, the "Assets"), including but not limited to the following:
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, the leasehold interest in the Hotel Premises under the Ground Lease and all of Seller’s interest (including any fee simple interest, as applicable) in and to the Hotel Improvements, FF&E, Inventory, Hotel Deposits, Hotel Records, Leases, Cash Banks, Intangibles and all Assumed Contracts (collectively, the “Property”). All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages (other than the Secured Loan), liens, encumbrances, licenses, franchises, concession agreements, security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the real and personal property comprising the Hotel and, except as otherwise expressly provided herein, assume from and after Closing all obligations and liabilities appertaining to such property (including, without limitation, Seller’s obligations and liabilities under and with respect to the Ground Sublease, the Leases, the Assumed Contracts, the Permits and any Permitted Exceptions). Buyer shall have the right, however, to exclude from the Assumed Contracts any Equipment Lease or Service Contract that, by its terms, may be terminated by the lessee or servicee without penalty on thirty (30) or fewer days’ notice; provided, that Buyer gives Seller written notice of each such contract to be excluded by no later than the Approval Date, and provided further that, in the event the Closing occurs or Seller terminates this Agreement in accordance with Section 20 hereof, Buyer shall reimburse Seller for any and all documented fees and costs associated with cancellation of any such Equipment Lease(s) or Service Contract(s), including, without limitation, any prepaid amounts not refunded.
Covenant of Purchase and Sale. 2.1 On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer the Hotel to Buyer, and Buyer shall purchase and accept from Seller the Hotel and shall assume from and after the Closing (i) except to the extent otherwise expressly provided in this Agreement, all of Seller’s obligations and liabilities accruing or arising after Closing with respect to the Hotel under the Hotel Management Agreement, Reservations, the Leases, the Assumed Contracts, the Permits and the Permitted Exceptions, (ii) such other obligations and liabilities with respect to the Hotel as are expressly provided in this Agreement or in any Transfer Instrument to be assumed, paid or performed by Buyer (subject in the case of both clauses (i) and (ii) to any express limitations on such assumption, payment or performance contained herein or therein).
