Miscellaneous Hotel Assets Sample Clauses

Miscellaneous Hotel Assets as to each Hotel, all general intangibles relating to design, development, operation and use of such Hotel, all rights and work product under construction, service, consulting, engineering, architectural and other contracts (including warranties contained therein), receipts, accounting and business records, books and files relating solely to the ownership or operation of such Hotel, plans and specifications of any portion of such Hotel, and keys and lock and safe combinations relating to such Hotel; but excluding (i) the Excluded Property of such Hotel, and (ii) the Confidential Materials with respect to such Hotel.
AutoNDA by SimpleDocs
Miscellaneous Hotel Assets. All contract rights, leases, concessions, trademarks, logos, copyrights, goodwill, assignable warranties, and other items of intangible personal property relating to the ownership or operation of Hotel to the extent transferable and/or the parties obtain any consent necessary to effectuate such transfer, but such term shall not include: (i) Bookings; (ii) Hotel Contracts; (iii) the Franchise Agreement and the Management Agreement; (iv) Space Leases; (v) Permits; (vi) Cash On Hand; (vii) Books and Records; (viii) Accounts Receivable; (ix) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Cut Off Time; (x) utility and similar deposits; (xi) prepaid insurance or other prepaid items; or (xii) prepaid fees for Permits; except, in the case of clauses (ix) through (xii) (inclusive), only to the extent that Seller receives a credit on the Closing Statement for any such item or matter.
Miscellaneous Hotel Assets. All contract rights, leases, concessions, Marks, logos, copyrights, goodwill, telephone numbers, assignable warranties, computer software and other items of intangible personal property to the extent owned by Seller and relating to the ownership or operation of Hotels used in connection with the Hotels, including specifically, without limitation, credit records, promotional literature, packaging materials, sales brochures, video tapes, sales manuals, customer lists, sales files and the information contained in any automated sales system maintained by Seller or Manager, but such term shall not include (i) Bookings; (ii) Hotel Contracts; (iii) the Existing Management Agreements; (iv) Permits; (v) the Liquor Assets; (vi) Cash-On-Hand or Account Cash as of the Closing Date; (vii) Deposits; (viii) Accounts Receivable; (ix) books and records (except as provided in Section 14.01(d)); (x) refunds, rebates, or other claims, or any interest thereon, for periods or events occurring prior to the Cut-off Time; (xi) Excluded Assets; (xii) prepaid insurance or other prepaid items; (xiii) prepaid license and permit fees; (xiv) the Liquor Concession Agreements; (xv) the Space Leases or (xvi) the “Marriott”, “Fairfield Inn by Marriott”, “Fairfield Inn & Suites by Marriott”, “SpringHill Suites by Marriott”, or “Courtyard by Marriott” names, logos or trademarks; except to the extent that Seller receives a credit on the Closing Statement for any such item or matter.
Miscellaneous Hotel Assets. All contract rights, tradenames, trademarks, logos, copyrights, goodwill, website, and other items of intangible personal property relating to the ownership of the Property or the operation of the Hotel owned by Seller, but excluding (i) Bookings; (ii) Hotel Contracts; (iii) the Management Agreement; (iv) Space Leases; (v) Permits; (vi) Books and Records; (vii) refunds, rebates, or other claims, or any interest thereon, for periods or events occurring prior to the Cut-off Time; (viii) utility and similar deposits; (ix) prepaid insurance or other prepaid items; or (xi) prepaid license and permit fees; except to the extent that Seller receives a credit on the Final Closing Statement for any such excluded item or matter (collectively, the "MISCELLANEOUS HOTEL ASSETS"). Notwithstanding anything to the contrary set forth above, the Property shall not include any of the Excluded Assets, all of which shall be retained by Seller.
Miscellaneous Hotel Assets collectively, (i) all general intangibles relating to design, development, operation and use of the Hotel, (ii) all rights and work product under construction, service, consulting, engineering, architectural and other contracts, including surveys, plans and studies, (iii) receipts, accounting and business records, (iv) books, files and correspondence relating solely to ownership or operation of the Hotel, (v) guest registers, maintenance records, rental and reservation records, (vi) plans and specifications of any portion of the Improvements, (vii) inventories held for resale, (viii) all phone numbers used in connection with the Hotel, (ix) all deposits, including utility deposits and security deposits, relating to the Hotel, (x) keys and lock and safe combinations relating to the Hotel, and (xi) all accounts receivable in connection with the Hotel, and accounts, reserves, house banks, xxxxx cash or other cash held by Existing Manager, and prepaid expenses.
Miscellaneous Hotel Assets. All contract rights, leases, concessions, trademarks, logos, copyrights, goodwill, assignable warranties, and other items of intangible personal property relating to the ownership or operation of Hotel, but such term shall not include (i) Bookings; (ii) Hotel Contracts; (iii) the Management Agreement; (iv) Space Leases; (v) Permits; (vi) Cash-On-Hand; (vii) Books and Records (except as provided in Section 14.01(g)); (viii) Accounts Receivable; (ix) refunds, rebates, or other claims, or any interest thereon, for periods or events occurring prior to the Cut-off Time; (x) utility and similar deposits; (xi) prepaid insurance or other prepaid items; or (xii) prepaid license and permit fees; except to the extent that Seller receives a credit on the Final Closing Statement for any such item or matter.
Miscellaneous Hotel Assets. (i) all governmental licenses, approvals, authorizations and permits respecting the development, use or occupancy of the Improvements, (ii) all general intangibles relating to the operation and use of the Hotel, (iii) all rights and work product under the Contracts, (iv) all of Seller’s interest in third-party warranties respecting the manufacture, construction, installation, use, operation or condition of any portion of the Improvements or the Hotel, including, without limitation, relating to subsection (ii) hereinabove (individually, a “Warranty,” and collectively, the “Warranties”), (v) receipts, accounting and business records, books and files relating solely to ownership or operation of the Hotel other than the Confidential Materials, (vi) Seller’s interest in all as-built and final plans and specifications, if any, all other plans and specifications, blueprints, drawings and written operating manuals and user guides for any portion of the Improvements or the Hotel, and (vii) keys and lock and safe combinations relating to the Hotel, but excluding the Excluded Property.
AutoNDA by SimpleDocs

Related to Miscellaneous Hotel Assets

  • Miscellaneous Assets Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.1 and now or hereafter owned or used by Seller in the operation of the Station, including but not limited to all goodwill of the Station.

  • Miscellaneous Powers The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

  • Miscellaneous Matters The Company has presently outstanding unsecured non-convertible debt with a term of issue of at least four years, which is rated by a nationally recognized statistical rating organization in one of its four highest generic rating categories. The Company has filed with the Commission all material required to be filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act since April 30, 2013.

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

  • Miscellaneous Charges The Fund shall be charged for the following products and services as applicable: o Ad hoc reports o Ad hoc SQL time o COLD Storage o Digital Recording o Banking Services, including incoming and outgoing wire charges o Microfiche/microfilm production o Magnetic media tapes and freight o Manual Pricing o Materials for Rule 15c-3 Presentations o Pre-Printed Stock, including business forms, certificates, envelopes, checks and stationary

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous REMIC Provisions (a) The Class A, Class B and Class VRR Certificates and the Uncertificated VRR Interest are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class UT-R Interest is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.

  • Miscellaneous Provisions Section 11.01

  • Other Miscellaneous Provisions The provisions of Sections 9.6, 9.8, 9.9, 9.11 and 9.12 of the Merger Agreement shall be incorporated into to this Agreement, mutatis mutandis, except for such changes as are required to comply with applicable Law.

  • Miscellaneous Expenses ▪ Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim. ▪ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. ▪ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. ▪ SWIFT reporting and message fees. Margin Management Services Requires U.S. Bank as custodian for all assets $30,000 annual program fee (includes up to 4 Account Control Agreements) $7,500 annual fee per each additional Account Control Agreement. Fees are calculated pro rata and billed monthly Extraordinary Services – Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. *Subject to annual CPI increase – All Urban Consumers – U.S. City Average

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!