Common use of Property Defined Clause in Contracts

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 Bookings, the Service Contracts, the Intangibles, the Consumable Inventory, the Receivables, 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 Leases, the Receivables, the House Bank 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”; provided that, the Purchase Price does not include, and shall be adjusted with respect to the House Bank Funds, the Receivables, the Food and Beverage Inventory and the 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 deposit in any operating account or other account or reserve, except for security deposits held by Seller as landlord with respect to any Lease as of the Closing Date and the House Bank Funds, which, in each case, are to be transferred to Purchaser at Closing subject to the terms of this Agreement; (ii) Subject to Section 4.4.14 below, any vehicles owned by Seller that are used in connection with the Hotel; and (iii) 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 Leases, (C) Manager in its offices located on the second floor of the Property 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 which constitute their personal effects, or (E) any guests or customers of the Hotel which constitute their personal effects.

Property Defined. (a) (i) The Hotel Unit, the Common Elements Interest Land and the Improvements are sometimes collectively referred to herein as the “Real Property”, (ii) the Personal Property, the Bookings, the Service Contracts, the Intangibles, the Consumable Inventory, the Receivables, 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 Leases, Leases that are in effect as of the Receivables, the House Bank Funds, the Books and Records and (to the extent the Restructuring Consent has been obtained Closing and the Restructuring has been implemented) the Membership Interests Receivables are hereinafter sometimes referred to collectively as the “Property”; provided that, the Purchase Price does not include, and adjustments shall be adjusted made with respect to the House Bank Fundsto, the Receivables, the Food and Beverage Retail Inventory, the Unopened Inventory and the 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 Except for deposits expressly included in Section 1.1 above, and except as otherwise expressly provided in this Agreement, all cash on hand or on deposit in any house bank, operating account or other account or reservereserve maintained in connection with the Hotel (including, except for security deposits without limitation, any reserves held by Seller as landlord or for the benefit of any lender or Seller’s Manager); the Parties agree that the reserves maintained in connection with respect to any Lease as condominium regime affecting the Real Property are not part of the Closing Date Property, but they will remain in place unaffected by this Agreement and the House Bank Funds, which, in each case, are to be transferred to Purchaser at Closing subject to the terms of this Agreementtransaction contemplated hereby; (ii) Subject to Section 4.4.14 below, any vehicles owned by Seller that are used in connection with the Hotel; andThe Excluded Personal Property; (iii) Any insurance policies related to the Property, including, without limitation, general liability, operational liability, business interruption, fire and casualty policies and all proceeds and claims thereunder; provided, however, such exclusion shall not operate to impair or otherwise limit the rights and obligations of the parties under Article VII hereof; (iv) Any refunds (including, without limitation, refunds of real estate taxes) attributable to the period prior to the Closing Date (except to the extent that such refunds may be payable to any tenants under Leases); (v) Any tangible or intangible property (including, without limitationslimitation, 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 Leases, (C) Manager in its offices located on the second floor of the Property 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)Seller’s Manager, (D) any employees which constitute their personal effectsHotel Employees, or (E) any guests or customers of the Hotel, (F) any resident, or (G) any other third party; and (vi) Any information in Hotel Employee (defined below) files which constitute their personal effectsSeller is prohibited from providing to Buyer by law (any Hotel Employee information received by Buyer shall be kept confidential in accordance with this Agreement and applicable law).

Property Defined. (a) (i) The Hotel Unit, the Common Elements Interest Land and the Improvements are sometimes collectively referred to herein as the “Real Property”, (ii) the Personal Property, the Bookings, the Service Contracts, the Intangibles, the Consumable Inventory, the Receivables, 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 Leases, the Receivables, Leases and the House Bank Funds, the Books and Records and (to the extent the Restructuring Consent has been obtained and the Restructuring has been implemented) the Membership Interests Funds are hereinafter sometimes referred to collectively as the “Property”; provided that, the Purchase Price does not include, and shall be adjusted with respect to to, the House Bank Funds, the ReceivablesUnopened Inventory, the Food and Beverage Inventory and the 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 Lease as of the Closing Date and the House Bank Funds, which, in each case, Funds which are to be transferred to Purchaser at Closing subject to the terms of this Agreement; (ii) Subject to Section 4.4.14 below, any vehicles owned by Seller that are used in connection with the Hotel; and (iii) 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 Leases, (C) Manager in its offices located on the second floor of the Property 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)Manager, (D) any employees which constitute their personal effectsemployees, or (E) any guests or customers of the Hotel; and (iii) All accounts receivable of the Hotel and related operations which constitute their personal effectsare 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 Manager after the Closing Date in connection with the Receivables. The provisions of this Section 1.2(b)(iv) shall 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 Bookings, the Service Contracts, the Intangibles, the Consumable Inventory, the Receivables, 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 Leases, the Receivables, the House Bank Funds, the Books and Records and (Receivables referred to the extent the Restructuring Consent has been obtained in Section 1.1(l) and the Restructuring has been implementeddeposits referred to in Section 1.1(m) the Membership Interests are hereinafter sometimes referred to collectively as the “Property”; provided that, the . The Purchase Price does not include, and shall be adjusted with respect to the House Bank Funds, the Receivables, the Food Unopened Inventory (solely to the extent such Unopened Inventory consists of items that are currently in use in the operation of the Hotel in the ordinary course and Beverage Inventory are not obsolete), and the 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 Lease Booking as of the Closing Date 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, which, in each case, all of which are to be transferred to Purchaser at Closing subject to the terms of this Agreement;. (ii) Subject to Section 4.4.14 below, any vehicles owned by Seller that are used in connection with the Hotel; andThe Excluded Personal Property. (iii) The Retained IP. (iv) The Excluded Permits. (v) 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 tenant under the Space Lease, which excluded tangible or intangible property does not include any Leasestangible personal property located outside of the premises subject to the Space Lease, other than supplies and equipment stored elsewhere in the Property and incidental tangible personal property that may be temporarily located outside such premises; (C) Manager in its offices located on the second floor of the Property 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), Manager; (D) any employees which constitute their personal effects, or employees; (E) any guests or customers of the Hotel which constitute their personal effectsHotel; or (F) any other third party. (vi) The lease described on Schedule 1.2(b)(vi) attached hereto (the “Space Lease”), including any deposits relating to such Space Lease held by Seller and not applied to the tenant’s obligations as of the Effective Date. The parties acknowledge that Seller shall be required to terminate the Space Lease as of Closing.