Common use of Property Defined Clause in Contracts

Property Defined. (a) The Real Property, the Personal Property, the Permits, the Bookings, the Service Contracts, the Intangibles, the Unopened Inventory, the Retail Inventory, the Consumable Inventory, the Space Leases and the House Bank Funds are hereinafter sometimes referred to collectively as the “Property”. The Purchase Price is generally subject to adjustment pursuant to Section 4.4, and specifically does not include payment for, and shall be adjusted with respect to (among other things), the House Bank Funds, and certain of the Unopened Inventory and the Retail Inventory, as described in Section 4.4 below. (b) Notwithstanding anything to the contrary in Section 1.1 or Section 1.2(a) above, the following items are expressly excluded from the Property: (i) All cash on hand or on deposit in any operating account or other account or reserve, except for security deposits held by Seller as landlord with respect to any Space Lease as of the Closing Date, security deposits held by Seller with respect to any Booking as of the Closing Date, utility and governmental agency deposits, deposits held by Seller in connection with any Service Contract to be assumed by Purchaser and the House Bank Funds, all of which are to be transferred at Closing subject to the terms of this Agreement. (ii) The Excluded Personal Property. (iii) The Retained IP. (iv) The Excluded Permits. (v) All accounts receivable of the Hotel and all related operations (collectively, the “Receivables”). (vi) Any tangible or intangible property (including, without limitations, fixtures, personal property or intellectual property) owned by: (A) the supplier, vendor, licensor, lessor or other party under any Service Contracts; (B) the tenants under any Space Leases; (C) Manager (but solely with respect to the types of tangible and intangible property that Manager would retain upon termination of the New Management Agreement); (D) any employees; (E) any guests or customers of the Hotel; or (F) any other third party.

Property Defined. (a) The Land and the Improvements are sometimes collectively referred to herein as the “Real Property” and the Real Property, the Personal Property, the Permits, the Bookings, the Service Contracts, the Intangibles, the Unopened Inventory, the Retail Inventory, the Consumable Inventory, the Space Leases and the House Bank Funds are hereinafter sometimes referred to collectively as the “Property”. The ; provided that, the Purchase Price is generally subject to adjustment pursuant to Section 4.4, and specifically does not include payment forinclude, and shall be adjusted with respect to (among other things)to, the House Bank Funds, and certain of the Unopened Inventory Inventory, and the Retail Inventory, as other adjustment items described in Section 4.4 below. (b) Notwithstanding anything to the contrary in Section 1.1 or Section 1.2(a) above, the following items are expressly excluded from the Property: (i) All cash on hand or on deposit in any operating account or other account or reserve, except for security deposits held by Seller as landlord with respect to any Space Lease as of the Closing Date, security deposits held by Seller with respect to any Booking as of the Closing Date, utility and governmental agency deposits, deposits held by Seller in connection with any Service Contract to be assumed by Purchaser and the House Bank Funds, all of Funds which are to be transferred at Closing subject to the terms of this Agreement.; (ii) The Excluded Personal Property. (iii) The Retained IP. (iv) The Excluded Permits. (v) All accounts receivable of the Hotel and all related operations (collectively, the “Receivables”). (vi) Any tangible or intangible property (including, without limitations, fixtures, personal property or intellectual property) owned by: by (A) the supplier, vendor, licensor, lessor or other party under any Service Contracts; , (B) the tenants under any Space Leases; , (C) Manager (but solely with respect to the types of tangible and intangible property that Manager would retain upon termination of the New Management Agreement); Manager, (D) any employees; , or (E) any guests or customers of the Hotel; and (iii) All accounts receivable of the Hotel and related operations which are outstanding as of the Closing Date (collectively, “Receivables”), provided that, from and after the Closing Date Purchaser shall cause Manager to continue to collect Receivables in the ordinary course of business of the operation of the Hotel in a manner consistent with Manager’s collection of accounts receivable owed to Purchaser and shall promptly deliver to Seller any funds received by Purchaser or (FManager after the Closing Date in connection with the Receivables. The provisions of this Section 1.2(b)(iv) any other third partyshall survive Closing.

Property Defined. (a) (i) The Hotel Unit, the Common Elements Interest and the Improvements are sometimes collectively referred to herein as the “Real Property”, (ii) the Personal Property, the Permits, the Bookings, the Service Contracts, the Intangibles, the Unopened Consumable Inventory, the Retail InventoryReceivables, the House Bank Funds and the Books and Records, to the extent transferred to Lessee LLC in connection with the Restructuring, are sometimes collectively referred to herein as the “Lessee Property” and (iii) the Real Property, the Personal Property, the Bookings, the Service Contracts, the Intangibles, the Consumable Inventory, the Space Leases and Leases, the Receivables, the House Bank Funds Funds, the Books and Records and (to the extent the Restructuring Consent has been obtained and the Restructuring has been implemented) the Membership Interests are hereinafter sometimes referred to collectively as the “Property”. The ; provided that, the Purchase Price is generally subject to adjustment pursuant to Section 4.4, and specifically does not include payment forinclude, and shall be adjusted with respect to (among other things), the House Bank Funds, the Receivables, the Food and certain of the Unopened Beverage Inventory and the Retail Inventory, as other adjustment items to the extent described in Section 4.4 below. (b) Notwithstanding anything to the contrary in Section 1.1 or Section 1.2(a) above, the following items are expressly excluded from the Property: (i) All cash on hand or on deposit in any operating account or other account or reserve, except for security deposits held by Seller as landlord with respect to any Space Lease as of the Closing Date, security deposits held by Seller with respect to any Booking as of the Closing Date, utility and governmental agency deposits, deposits held by Seller in connection with any Service Contract to be assumed by Purchaser Date and the House Bank Funds, all of which which, in each case, are to be transferred to Purchaser at Closing subject to the terms of this Agreement.; (ii) The Excluded Personal Property.Subject to Section 4.4.14 below, any vehicles owned by Seller that are used in connection with the Hotel; and (iii) The Retained IP. (iv) The Excluded Permits. (v) All accounts receivable of the Hotel and all related operations (collectively, the “Receivables”). (vi) Any tangible or intangible property (including, without limitations, fixtures, personal property or intellectual property) owned by: by (A) the supplier, vendor, licensor, lessor or other party under any Service Contracts; , (B) the tenants under any Space Leases; , (C) Manager (but solely with respect to in its offices located on the types of tangible and intangible property that Manager would retain upon termination second floor of the New Management AgreementProperty or in suite 2300 at the Property, but excluding any fixtures located at such offices (which shall be deemed to be part of the Property); , (D) any employees; employees which constitute their personal effects, or (E) any guests or customers of the Hotel; or (F) any other third partyHotel which constitute their personal effects.