Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. Upon the terms and subject to the conditions of this Agreement, Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) right, title and interest in and to the following property, excluding the Retained Assets (collectively, the “Acquired Assets”), together with the related Liabilities: (a) all transferable and assignable rights and benefits of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, the rights and benefits of Seller under and pursuant to the Parcel F Development Agreement; (b) all transferable and assignable rights of Seller under all contracts and agreements written or oral pertaining to the operation of the Business in the ordinary course or related to the Acquired Assets, including, without limitation, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, including, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Business, and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and agreements described in this Section 2.01(b) are collectively referred to as the “Contracts”); (c) all transferable and assignable licenses (including, without limitation, liquor licenses), Permits, certificates of occupancy and rights under Permits, approvals, and allocations issued or approved by a Governmental Authority relating to the Real Property or the Business and the operation thereof and other similar documents described in Schedule 2.01(c) attached hereto, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto; (d) all transferable and assignable agreements, Permits, variances and approvals relating to the development of any of the Real Property, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto; (e) all transferable surveys, plans, maps, specifications, drawings and other similar documents relating to the Owned Real Property and owned by Seller (the “Land Plans and Specifications”); (f) all transferable and assignable guarantees, Permits and warranties issued in connection with (i) the construction, operation, use, improvement, alteration or repair of the Tangible Personal Property and the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”); (g) all books, files and records of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Seller, transferable and assignable: management information systems or software owned by Seller, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes, and quality control data, if any, and any other intangible property and applications for the same; (h) all Leased Real Property; (i) all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, but not that certain one half (½) (or nine (9) holes) of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”), (ii) those certain three (3) condominium properties located at the Resort and commonly known as Unit 301 in Bxxxxxxx 00, Xxxx 000 in Building 20 and Unit 103 in Building 28 of the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in Schedule 2.01(i)(1) attached hereto), and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo Property; (j) all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous to the eastern gatehouse of the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended and Restated Agreement for Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreement; (k) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property or other rights or benefits are listed in Schedule 2.01(k) attached hereto (collectively, the “Parcel Rights”); (l) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(l) attached hereto, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of a golf course) and other rights set forth in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger), and Pinellas County, as amended from time to time, including, without limitation, by the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”); (m) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”); (n) all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”); (o) all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located on or used in connection with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used in connection with the operation of the Real Property, whether on or off-site, including all warranties and guaranties associated therewith (collectively, the “Tangible Personal Property”) (A non-exclusive schedule of the Tangible Personal Property as of September 30, 2005 is attached hereto as Schedule 2.01(o).); (p) all transferable and assignable items of intangible personal property owned by Seller and used in connection with the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property related thereto, including, without limitation, all goodwill attributed to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).); (q) all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements; (r) all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”); (s) all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement; (t) all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business; (u) all transferable rights to the telephone numbers (and related directory listings) used in connection with the Business or the Acquired Assets; (v) subject to Sections 2.05(f) and 2.07 hereof, all transferable security deposits, exxxxxx deposits, and all other forms of security placed with Seller or any of its Affiliates related to the Business for the performance of a contract or agreement which otherwise constitutes a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing Date; (w) any transferable goodwill in or arising from the Acquired Assets and the Business; (x) all of Seller’s, Condo Owner’s or any of their Affiliates’ transferable and assignable right, title and interest with respect to any and all insurance policies related to the Acquired Assets and the Business set forth in Schedule 4.20 attached hereto under the heading “The following insurance policies shall be transferred to Buyer to the extent transferable and/or assignable”, including any net proceeds or net premium refunds accrued and payable thereunder after the Closing Date; provided, however, that neither Seller, Condo Owner nor any of their Affiliates shall have any obligation to maintain any insurance with respect to the Acquired Assets or the Business after the Closing Date nor any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner in general, (ii) any Retained Assets, or (iii) any Retained Liabilities; provided, further, that (w) after the Closing Seller and any of its Affiliates, as applicable, shall retain the right, and Buyer shall agree to Seller and any of its Affiliates, as applicable, retaining the right, to make any claims under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to the benefit of Seller or any of its Affiliates, as applicable, under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x); (y) subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”); (z) subject to Sections 2.05(f) and 2.07 hereof, all prepaid expenses or deposits of the Business; and (aa) all other transferable assets and properties owned by Seller or any of its Affiliates used primarily in connection with the Business.

Sale and Transfer of Assets. Upon Section 1.1 Transfer of Assets by the Seller. Pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code and upon the terms and subject to the conditions of this AgreementAgreement and the Sale Order, Seller (orat the Closing, in the case of Buyer shall purchase and acquire from the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding CompanySeller, and in the case of the Employees, Management Company) agrees to Seller shall sell, convey, assign, assign and transfer and deliver to the Buyer, free and Buyer shall purchase, acquire and accept from Seller (or, in the case clear of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company)all Liens except for any Permitted Liens, all of the Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) right, title title, and interest in and to the following propertytangible and intangible properties, assets and rights of the Seller, wherever located (but, for the avoidance of doubt, excluding the Retained Assets any Excluded Assets) (collectively, which shall be collectively referred to herein as the “Acquired Transferred Assets”), together with the related Liabilities:): (a) all transferable and assignable rights and benefits of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, the rights and benefits of Seller under and pursuant to the Parcel F Development AgreementCryoscience Inventory; (b) all transferable and assignable rights of Seller under all contracts and agreements written or oral pertaining to the operation of the Business in the ordinary course or Contracts related to the Acquired CryoScience Business and set forth on Schedule 1.1(b), as the same may be amended in accordance with this Agreement (collectively, the “Assumed Contracts”), and all Avoidance Actions against any counterparty to an Assumed Contract with respect to such Assumed Contract; (c) all of the Seller’s rights, claims, credits, causes of action, and rights of set-off against third parties relating exclusively or primarily to the CryoScience Business or exclusively or primarily affecting the Transferred Assets (other than to the extent relating to any product supplied by or on behalf of the Seller under the Transition Services Agreement), whether xxxxxx or inchoate, known or unknown, liquidated or unliquidated, fixed or contingent (collectively, the “CryoScience Business Claims”) and all third party guarantees thereof, in each case, to the extent transferrable. Other than to the extent relating to any product supplied by or on behalf of the Seller under the Transition Services Agreement, “CryoScience Business Claims” shall include all claims pursuant to all warranties, representations, and guarantees made by suppliers, manufacturers, contractors, and other third parties in connection with products or services purchased by or furnished to any Seller for use exclusively or primarily in the CryoScience Business or exclusively or primarily affecting any of the Transferred Assets; (d) all CryoScience Business Proprietary Rights, to the extent transferable, including without limitation those listed on Schedule 1.1(d), and all rights and remedies in respect of any infringement or misappropriation thereof, and rights to protection of interests therein under all Applicable Laws; (e) to the extent transferable under Applicable Law, all Permits, licenses and other authorizations that are owned by, granted to, or held by the Seller and that relate exclusively or primarily to the CryoScience Business, including without limitation those listed on Schedule 1.1(e), and all applications therefor; (f) all furniture, machinery, tools, materials, parts, furnishings, fixtures, equipment, supplies and other tangible personal property that is used or held for use exclusively or primarily in the CryoScience Business, including without limitation those listed on Schedule 1.1(f), but not including the CryoIndustrial and CryoLNG Inventory; (g) except for those documents expressly described in Section 1.2(a), all books, records (including, without limitation, employee records (to the extent they may lawfully be transferred), files, reviews, and, to the extent deemed relevant or appropriate by Buyer, other employment documentation and data), files, data, reports and plans of the Seller (including such books and records that are contained in computerized storage media), including all sales and promotional literature, receivables history, mailing lists, customer lists, supplier and vendor lists, price lists, supplier and vendor data, accounting information and procedures, marketing materials, information and procedures, sales and customer files, advertising and promotional materials, product designs and specifications, current product material, equipment maintenance records, warranty information, standard forms of documents, and manuals of operations or business procedures, in each case related exclusively or primarily to the CryoScience Business; (h) all accounts receivable, notes receivable and miscellaneous receivables that are exclusivity or primarily related to the CryoScience Business and are included as current assets in the determination of the Final Closing Net Working Capital, including, without limitation, (i) the Westin Management Agreementinvoiced accounts receivable, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, including, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Business, and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and agreements described in this Section 2.01(b) are collectively referred to as the “Contracts”); (c) all transferable and assignable licenses (including, without limitation, liquor licenses), Permits, certificates of occupancy and rights under Permits, approvals, and allocations issued or approved by a Governmental Authority relating to the Real Property or the Business and the operation thereof and other similar documents described in Schedule 2.01(c) attached hereto, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto; (d) all transferable and assignable agreements, Permits, variances and approvals relating to the development of any of the Real Property, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto; (e) all transferable surveys, plans, maps, specifications, drawings and other similar documents relating to the Owned Real Property and owned by Seller (the “Land Plans and Specifications”); (f) all transferable and assignable guarantees, Permits and warranties issued in connection with (i) the construction, operation, use, improvement, alteration or repair of the Tangible Personal Property and the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”); (g) all books, files and records of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Seller, transferable and assignable: management information systems or software owned by Seller, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes, and quality control data, if any, and any other intangible property and applications for the same; (h) all Leased Real Property; (i) all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, accrued but not that certain one half (½) (or nine (9) holes) of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”), (ii) those certain three (3) condominium properties located at the Resort and commonly known as Unit 301 in Bxxxxxxx 00, Xxxx 000 in Building 20 and Unit 103 in Building 28 of the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in Schedule 2.01(i)(1) attached hereto)uninvoiced accounts receivable, and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo Property; (j) all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous to the eastern gatehouse of the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended and Restated Agreement for Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreement; (k) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights to payment for goods or benefits of Seller and its Affiliatesservices sold, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property delivered or other rights or benefits are listed in Schedule 2.01(k) attached hereto (collectively, the “Parcel Rights”); (l) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(l) attached hereto, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of a golf course) and other rights set forth in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger), and Pinellas County, as amended from time to time, including, without limitation, by the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”); (m) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”); (n) all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”); (o) all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located performed on or used in connection with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used in connection with the operation of the Real Property, whether on or off-site, including all warranties and guaranties associated therewith (collectively, the “Tangible Personal Property”) (A non-exclusive schedule of the Tangible Personal Property as of September 30, 2005 is attached hereto as Schedule 2.01(o).); (p) all transferable and assignable items of intangible personal property owned by Seller and used in connection with the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property related thereto, including, without limitation, all goodwill attributed to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).); (q) all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements; (r) all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”); (s) all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement; (t) all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business; (u) all transferable rights to the telephone numbers (and related directory listings) used in connection with the Business or the Acquired Assets; (v) subject to Sections 2.05(f) and 2.07 hereof, all transferable security deposits, exxxxxx deposits, and all other forms of security placed with Seller or any of its Affiliates related to the Business for the performance of a contract or agreement which otherwise constitutes a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing Date; (wi) all prepaid expenses, deposits and refunds that are exclusively or primarily related to the CryoScience Business and are included as current assets in the determination of the Final Closing Net Working Capital; (j) all non-competition, confidentiality and non-disclosure agreements and similar proprietary rights agreements in favor of the Seller to the extent such agreements are related to the CryoScience Business or from or with any transferable goodwill in current or arising from former employee or consultant rendering services to or having access to Proprietary Rights of or relating to the Acquired Assets and the CryoScience Business; (xk) all telephone numbers, facsimile numbers, email addresses, internet domain names, URLs, and websites exclusively or primarily used or held for use in the CryoScience Business, remedies against infringements thereof, and rights to protection of Seller’sinterests therein under the laws of all jurisdictions; (l) all insurance benefits and rights to payments and/or recoveries under insurance policies carried by or for the benefit of the CryoScience Business to the extent arising from or relating exclusively or primarily to any of the Transferred Assets prior to the Closing Date and not exclusively or primarily related to any Excluded Liability; (m) all other tangible or intangible properties, Condo Owner’s assets and rights arising out of or relating exclusively or primarily to the ownership, use or operation of the CryoScience Business or the Transferred Assets on or prior to the Closing Date; (n) all goodwill of or associated with the CryoScience Business or any of their Affiliates’ transferable and assignable right, title and interest with respect to any and all insurance policies related to the Acquired Assets and the Business set forth in Schedule 4.20 attached hereto under the heading “The following insurance policies shall be transferred to Buyer to the extent transferable and/or assignable”, including any net proceeds or net premium refunds accrued and payable thereunder after the Closing Date; provided, however, that neither Seller, Condo Owner nor any of their Affiliates shall have any obligation to maintain any insurance with respect to the Acquired Assets or the Business after the Closing Date nor any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner in general, (ii) any Retained foregoing Transferred Assets, or (iii) any Retained Liabilities; provided, further, that (w) after the Closing Seller and any of its Affiliates, as applicable, shall retain the right, and Buyer shall agree to Seller and any of its Affiliates, as applicable, retaining the right, to make any claims under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to the benefit of Seller or any of its Affiliates, as applicable, under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x); (yo) subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”); (z) subject to Sections 2.05(f) and 2.07 hereof, all prepaid expenses or deposits of the BusinessOwned Real Property; and (aap) all furniture, machinery, tools, materials, parts, furnishings, fixtures, equipment, supplies and other transferable assets tangible personal property that is used or held for use exclusively or primarily in the CryoIndustrial Business or the CryoLNG Business, including without limitation those listed on Schedule 1.1(p) (the “CryoIndustrial and properties owned by CryoLNG PP&E”), but not including the CryoIndustrial and CryoLNG Inventory. Notwithstanding the foregoing, (i) the transfer of the Transferred Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Transferred Assets unless Buyer expressly assumes such Liability pursuant to Section 1.3, and (ii) Buyer may, in its sole and absolute discretion, elect at any time up to 90 days after the Closing to acquire the outstanding equity interests of Xxxxxx-Xxxxxxx Germany GmbH from Seller or any of its Affiliates used primarily in connection Seller’s direct or indirect Subsidiary, with no adjustment to the BusinessPurchase Price or other consideration payable hereunder.

Sale and Transfer of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) agrees to shall unconditionally sell, convey, assign, transfer and deliver to BuyerPurchaser and/or one or more of its Affiliates or Subsidiaries, as applicable, and Buyer Purchaser and/or one or more of its Affiliates or Subsidiaries, as applicable, shall purchase, acquire and accept from Seller Seller, free and clear of all Liens, Claims and interests (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, except for Permitted Liens and in the case of the Employees, Management CompanyAssumed Liabilities), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) 's right, title and interest in and to the following propertyAssets, excluding properties, rights, claims, contracts and businesses of every kind, character and description, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and wherever located which are used in or are related to the Business, other than the Retained Assets (collectively, the “"Acquired Assets”"), together with the related Liabilitiesincluding, without limitation: (a) all transferable and assignable rights and benefits of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, the rights and benefits of Seller under and pursuant to the Parcel F Development AgreementIntellectual Property; (b) all transferable and assignable rights of Seller under in and to all contracts and agreements written or oral pertaining to the operation of the Business in the ordinary course or related to the Acquired Assets, including, without limitation, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool supply agreements, includingLicense Agreements, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Business, and (xiii) any and all employment contracts of Employees, membership services agreements, equipment leases, guaranties, pledge advisory agreements, contribution promotional agreements, service contracts and any confidentiality agreements (under which Seller has provided information to or received information from a Third Party), all purchase orders for the sale or purchase of goods or services, or both, and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and other agreements described in this Section 2.01(b) are collectively referred of whatever nature to as which Seller is a party (collectively, the “"Contracts”"); (c) all transferable rights of Seller in and assignable licenses (including, without limitation, liquor licenses), Permits, certificates of occupancy and rights under Permits, approvals, and allocations issued or approved by a Governmental Authority relating to leases with respect to the Real Property or the Business and the operation thereof and other similar documents described in Schedule 2.01(c) attached hereto, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect theretoProperty; (d) all transferable books, files, data, customer and assignable agreementssupplier lists, PermitsCustomer Information, variances cost and approvals relating to the pricing information, business plans, quality control records and manuals, blueprints, research and development files, personnel records and all other records of any of the Real Property, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect theretoSeller; (e) all transferable surveyspersonal computers, plans, maps, specifications, drawings computer hardware and other similar documents relating to the Owned Real Property and owned by Seller (the “Land Plans and Specifications”)Software of Seller; (f) all transferable inventory, supplies, finished goods, works in process, goods-in-transit, packaging materials and assignable guaranteesother consumables of Seller (the "Inventory"), Permits and warranties issued including Inventory (A) in connection with (i) the construction, operation, use, improvement, alteration or repair transit from suppliers of the Tangible Personal Property and Business or (B) held by suppliers of the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”)Business; (g) all books, files and records Permits of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Seller, transferable and assignable: management information systems or software owned by Seller, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes, and quality control data, if any, and any other intangible property and applications for the same; (h) all Leased Real Propertymachinery, vehicles, tools, equipment, furnishings, office equipment, fixtures, furniture, spare parts and other fixed Assets which are used in the Business, and which are owned or leased by Seller on the Closing Date; (i) all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, but not that certain one half (½) (advertising or nine (9) holes) promotional materials of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”), (ii) those certain three (3) condominium properties located at the Resort and commonly known as Unit 301 in Bxxxxxxx 00, Xxxx 000 in Building 20 and Unit 103 in Building 28 of the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in Schedule 2.01(i)(1) attached hereto), and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo PropertySeller; (j) all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous manufacturer's warranties to the eastern gatehouse of extent related to the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended Assets and Restated Agreement for Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreementall claims under such warranties; (k) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property or other rights or benefits are listed in Schedule 2.01(k) attached hereto (collectively, the “Parcel Rights”); (l) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(l) attached hereto, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of a golf course) and other rights set forth in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger), and Pinellas County, as amended from time to time, including, without limitation, by the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”); (m) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”); (n) all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”); (o) all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located on or used in connection with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used in connection with the operation of the Real Property, whether on or off-site, including all warranties and guaranties associated therewith (collectively, the “Tangible Personal Property”) (A non-exclusive schedule of the Tangible Personal Property as of September 30, 2005 is attached hereto as Schedule 2.01(o).); (p) all transferable and assignable items of intangible personal property owned by Seller and used in connection with the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property related thereto, including, without limitation, all goodwill attributed to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).); (q) all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements; (r) all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”); (s) all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement; (t) all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business; (u) all transferable rights to the telephone numbers (and related directory listings) ), Internet domain names, and Internet sites used in connection with the Business or the Acquired Assetsby Seller; (vl) subject all prepaid expenses of Seller; (m) all Tax refunds and recoveries and similar benefits of Seller; (n) all rights, privileges, claims, demands, choses in action, prepayments, deposits, refunds, indemnification rights against Third Parties, warranty claims (to Sections 2.05(fthe extent transferable) against Third Parties, offsets and 2.07 hereof, other claims of Seller (other than Accounts Receivable) against Third Parties; (o) all transferable security deposits, exxxxxx deposits, earnest deposits and all other forms of security placed with Seller or any of its Affiliates related to the Business for the xxx xxx performance of a contract or agreement which otherwise constitutes constitute a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing DateAssets; (wp) any transferable goodwill in or arising from the Acquired Assets and the Businessall investments; (xq) all of Seller’s, Condo Owner’s or any of their Affiliates’ transferable and assignable right, title and interest rights with respect to any and bank accounts of Seller; (r) all insurance policies related to the Acquired Assets and the Business set forth in Schedule 4.20 attached hereto under the heading “The following insurance policies shall be transferred to Buyer to the extent transferable and/or assignable”, including any net proceeds or net premium refunds accrued and payable thereunder after the Closing Date; provided, however, that neither Seller, Condo Owner nor any of their Affiliates shall have any obligation to maintain any insurance with respect to the Acquired Assets or the Business after the Closing Date nor any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner in general, (ii) any Retained Assets, or (iii) any Retained Liabilities; provided, further, that (w) after the Closing Seller and any of its Affiliates, as applicable, shall retain the right, and Buyer shall agree to Seller and any of its Affiliates, as applicable, retaining the right, to make any claims under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to for the benefit of Seller or any of its Affiliates, as applicable, under any in respect of the insurance policies transferred to Buyer pursuant to this Section 2.01(x)Business or Assets and all rights of every nature and description under or arising out of such policies; (ys) subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”); (zt) subject to Sections 2.05(f) customer relationships, the goodwill and 2.07 hereofall other intangible assets relating to, all prepaid expenses symbolized by or deposits of associated with the Business; and (aau) all other transferable assets and properties owned by Seller related to or any of its Affiliates used primarily in connection with the Business.

Sale and Transfer of Assets. Upon the terms and subject to the conditions of this Agreement, Seller (orat the Closing, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) agrees to PCP Sub shall sell, convey, assign, transfer and deliver to BuyerNBI Sub, and Buyer NBI Sub shall purchasepurchase from PCP Sub, acquire and accept from Seller (orcertain Assets of PCP Sub, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) right, title and interest in and subject to the following propertytransaction structure: i. Pocono will form PCP Sub, excluding a wholly-owned subsidiary structured as a C corporation, for the Retained Assets purpose of holding all of the assets associated with the Transdermal, Topical, Cosmetic and Nutraceutical business at Pocono (collectivelythe ”Business”), including: (1) all assets (including the equipment listed on Exhibit A), intellectual property and trade secrets, cash balances, receivables, bank accounts and inventory, free and clear of all liens, except for those lease obligations listed on Schedule 3.6 for the PCP Sub; and (2), a 100% membership interest in Active Intelligence, LLC, a North Carolina limited liability company (“AI”) (the “Acquired Assets”), together with the related Liabilities:. (a) all transferable and assignable rights and benefits of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, the rights and benefits of Seller under and pursuant to the Parcel F Development Agreement; (b) all transferable and assignable rights of Seller under all contracts and agreements written or oral pertaining to the operation of the Business ii. NBI Sub shall only assume those liabilities incurred in the ordinary course or related to of the Acquired Assets, including, without limitation, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, including, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising daily operations of the Business. All other liabilities shall be excluded from the transaction. iii. NBI Sub will acquire the Assets in accordance with the following steps, and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and agreements described in this Section 2.01(b) are collectively referred to as the “Contracts”); (c) all transferable and assignable licenses (including, without limitation, liquor licenses), Permits, certificates of occupancy and rights under Permits, approvals, and allocations issued or approved by a Governmental Authority relating to the Real Property or the Business and the operation thereof and other similar documents described in Schedule 2.01(c) attached hereto, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto; (da plan of reorganization under Section 368(a)(1)(C) all transferable and assignable agreements, Permits, variances and approvals relating to the development of any of the Real Property, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto; (e) all transferable surveys, plans, maps, specifications, drawings and other similar documents relating to the Owned Real Property and owned by Seller (the “Land Plans and Specifications”); (f) all transferable and assignable guarantees, Permits and warranties issued in connection with (i) the construction, operation, use, improvement, alteration or repair of the Tangible Personal Property and the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”); (g) all books, files and records of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Seller, transferable and assignable: management information systems or software owned by Seller, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes, and quality control data, if anyCode, and any other intangible property and applications related Treasury Regulations: 1. Nutriband will form NBI Sub, a wholly-owned subsidiary structured as a C corporation, for the samepurpose of acquiring the Assets from PCP Sub; (h) all Leased Real Property; (i) all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, but not that certain one half (½) (or nine (9) holes) of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”2. In accordance with Code Section 368(a)(1)(C), (ii) those certain three (3) condominium properties located at NBI Sub will acquire the Resort and commonly known as Unit 301 Assets from PCP Sub in Bxxxxxxx 00, Xxxx 000 in Building 20 and Unit 103 in Building 28 of exchange for the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in Schedule 2.01(i)(1) attached hereto), and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo Property; (j) all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous to the eastern gatehouse of the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended and Restated Agreement for Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreement; (k) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property or other rights or benefits are listed in Schedule 2.01(k) attached hereto (collectively, the “Parcel Rights”); (l) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are Consideration set forth in Schedule 2.01(l) attached heretoSection 1.2 hereof; 3. Immediately after NBI Sub’s acquisition of the Assets, includingPCP Sub will liquidate and transfer all of the Consideration to Pocono; 4. Following PCP Sub’s liquidation, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of Pocono will become a golf course) and other rights set forth shareholder in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger)Nutriband, and Pinellas County, as amended from time to time, including, without limitation, by Nutriband will continue the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”); (m) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”); (n) all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”); (o) all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located on or used in connection business associated with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used in connection with the operation of the Real Property, whether on or off-site, including all warranties and guaranties associated therewith (collectively, the “Tangible Personal Property”) (A non-exclusive schedule of the Tangible Personal Property as of September 30, 2005 is attached hereto as Schedule 2.01(o)Assets through NBI Sub.); (p) all transferable and assignable items of intangible personal property owned by Seller and used in connection with the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property related thereto, including, without limitation, all goodwill attributed to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).); (q) all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements; (r) all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”); (s) all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement; (t) all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business; (u) all transferable rights to the telephone numbers (and related directory listings) used in connection with the Business or the Acquired Assets; (v) subject to Sections 2.05(f) and 2.07 hereof, all transferable security deposits, exxxxxx deposits, and all other forms of security placed with Seller or any of its Affiliates related to the Business for the performance of a contract or agreement which otherwise constitutes a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing Date; (w) any transferable goodwill in or arising from the Acquired Assets and the Business; (x) all of Seller’s, Condo Owner’s or any of their Affiliates’ transferable and assignable right, title and interest with respect to any and all insurance policies related to the Acquired Assets and the Business set forth in Schedule 4.20 attached hereto under the heading “The following insurance policies shall be transferred to Buyer to the extent transferable and/or assignable”, including any net proceeds or net premium refunds accrued and payable thereunder after the Closing Date; provided, however, that neither Seller, Condo Owner nor any of their Affiliates shall have any obligation to maintain any insurance with respect to the Acquired Assets or the Business after the Closing Date nor any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner in general, (ii) any Retained Assets, or (iii) any Retained Liabilities; provided, further, that (w) after the Closing Seller and any of its Affiliates, as applicable, shall retain the right, and Buyer shall agree to Seller and any of its Affiliates, as applicable, retaining the right, to make any claims under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to the benefit of Seller or any of its Affiliates, as applicable, under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x); (y) subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”); (z) subject to Sections 2.05(f) and 2.07 hereof, all prepaid expenses or deposits of the Business; and (aa) all other transferable assets and properties owned by Seller or any of its Affiliates used primarily in connection with the Business.

Sale and Transfer of Assets. Upon On the terms and subject to the conditions of this Agreement, Seller (orat the Closing on the Closing Date, in PKI shall cause the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) agrees Asset Sellers to sell, convey, assign, transfer and deliver to BuyerBuyer or its nominee, and Buyer or such nominee shall purchase, purchase and acquire from the Asset Sellers free and accept from Seller clear of all Security Interests (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Companyother than Permitted Liens), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) Asset Sellers’ right, title and interest in, to or under any and all of the assets, rights, properties, claims, contracts and business owned, leased, held or used by the Asset Sellers as of the Closing Date, in each case, in existence as of the Closing and solely to the extent primarily related to the Business (except as otherwise specifically provided in clauses (i) through (xxii) below), including each of the following property(in each case solely to the extent primarily related to the Business unless otherwise specifically provided in clauses (i) through (xxii) below) (such assets, excluding rights, properties, claims, contracts and business of the Retained Assets (Asset Sellers collectively, the “Acquired Assets”)): (i) The owned real property set forth on Schedule 1.1(b)(i) attached hereto, together with the related Liabilities: (a) all transferable buildings, structures, improvements and assignable rights fixtures thereon and benefits of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, the rights and benefits of Seller under and pursuant to the Parcel F Development Agreement; (b) all transferable and assignable rights of Seller under all contracts and agreements written or oral pertaining to the operation of the Business in the ordinary course or related to the Acquired Assets, including, without limitationreal property interests appurtenant thereto, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, including, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Business, and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and agreements described in this Section 2.01(b) are collectively referred to as the “ContractsTransferred Real Property”); (cii) all transferable and assignable licenses The leasehold (including, without limitation, liquor licensesor other equivalent) interests in real property described on Schedule 1.1(b)(ii) attached hereto (the “Leased Facilities”), Permitsincluding any security deposits securing obligations with respect to such Leased Facilities; (iii) All equipment, certificates furniture, furnishings, fixtures, machinery, vehicles, tools, hardware, molding, accessories and other tangible personal property (collectively, the “Equipment”) including any Equipment located on the premises of occupancy and rights under Permits, approvals, and allocations issued or approved by a Governmental Authority relating to the Transferred Real Property or Leased Facilities, and all warranties and guarantees, if any, express or implied, existing for the Business and benefit of the operation thereof and other similar documents described Asset Sellers in Schedule 2.01(c) attached hereto, in each case to connection with the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect theretoEquipment; (div) all transferable All inventory of raw materials, work in process, finished goods, office supplies, maintenance supplies and assignable agreementspackaging materials, Permitstogether with spare parts, variances supplies, promotional and approvals relating to the development of marketing materials and inventory (including any of the Real Property, such items in each case to the extent transferable pursuant to applicable law and subject to all regulatory transit or other approvals required held in any storage or distribution center or on consignment by any Governmental Authority in respect theretoperson); (ev) All management information systems, computers, workstations, software, code, websites, applications, interfaces, platforms, networks, hardware, firmware, servers, systems, and all transferable surveysother information technology related equipment and assets (collectively, plans, maps, specifications, drawings and other similar documents relating to the Owned Real Property and owned by Seller (the “Land Plans and SpecificationsSystems”); (fA) all transferable All contracts and assignable guaranteesagreements, Permits including maintenance and warranties issued in connection with service agreements, joint venture agreements, purchase commitments for materials and other services, advertising and promotional agreements, non-disclosure and confidentiality agreements, personal property leases, collective bargaining agreements (i) the construction, operation, use, improvement, alteration or repair of the Tangible Personal Property and the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”); (g) all books, files and records of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Sellerassignable) and other agreements (including any agreements of the Asset Sellers with customers, transferable and assignable: management information systems or software owned by Seller, engineering informationsuppliers, sales representatives, agents, personal property lessors, personal property lessees, licensors, licensees, consignors and promotional literatureconsignees specified therein), manuals and dataincluding all rights in respect of non-performance or breach thereof, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processesexcept for the Shared Contracts, and quality control datathose contracts, if any, and any other intangible property and applications for the same; agreements (h) all Leased Real Property; (i) all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, but not that certain one half (½) (or nine (9) holes) of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”including collective bargaining agreements), (ii) those certain three (3) condominium properties located at the Resort and commonly known as Unit 301 in Bxxxxxxx 00, Xxxx 000 in Building 20 and Unit 103 in Building 28 of the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in commitments or leases set forth on Schedule 2.01(i)(1) attached hereto), and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo Property; (j) all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous to the eastern gatehouse of the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended and Restated Agreement for Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreement; (k) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property or other rights or benefits are listed in Schedule 2.01(k1.1(c)(vi) attached hereto (collectively, the “Parcel RightsContracts”) and (B) the rights to which Buyer is entitled with respect to the Shared Contracts (as and to the extent provided in Section 1.7); (lvii) all transferable and assignable right, title and interest in and to any and all contractual, real All worldwide intellectual property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(l) attached hereto, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of a golf course) and other rights set forth in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger), and Pinellas County, as amended from time to time, including, without limitation, by the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”); (m) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”); (n) all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”); (o) all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located on or used in connection with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used in connection with the operation of the Real Property, whether on or off-siterights, including all warranties (1) patents, (2) trademarks, service marks, trade dress, logos, corporate, trade, d/b/a and guaranties similar names, social and mobile media identifiers, Internet domain names, URLs, IP addresses and other indicia of origin, together with the goodwill associated therewith (collectively, “Trademarks”), (3) copyrights and rights in works of authorship, and one copy of all media embodying the same, (4) trade secrets, know-how, inventions, formulas, algorithms, methods and processes, (5) industrial designs, (6) integrated circuit topographies, and (7) registrations, applications, and foreign counterparts of any of the foregoing in (1)-(6) (all of the intellectual property rights described above, including in clauses (1)-(7), are collectively defined herein as “Tangible Personal Intellectual Property”) (A non-exclusive schedule ), including all of the Tangible Personal Property as items listed on Schedule 1.1(b)(vii) attached hereto; but excluding the PKI Brand; (viii) All licenses, permits, certificates, authorizations, approvals, or franchises issued by any Governmental Entity relating to the development, use, maintenance or occupation of September 30the Leased Facilities or the operations of the Business, 2005 is attached hereto as including those set forth on Schedule 2.01(o).1.1(b)(viii); (pix) all transferable All accounts and assignable items of intangible personal property owned notes receivable and other receivables in existence at the Closing Date (whether or not billed or current and including any amounts received by Seller and used the Sellers in connection with therewith after the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property Closing) related thereto, including, without limitation, all goodwill attributed exclusively to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).); (q) all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements; (r) all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”); (s) all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement; (t) all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business; (u) all transferable rights to the telephone numbers (and related directory listings) used in connection with the Business or the Acquired Assets; (v) subject to Sections 2.05(f) and 2.07 hereof, all transferable security deposits, exxxxxx deposits, and all other forms of security placed with Seller or any of its Affiliates related to the Business for the performance of a contract or agreement which otherwise constitutes a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing Date; (w) any transferable goodwill in or arising from the Acquired Assets and the Business; (x) all of Seller’s, Condo Owner’s or any of their Affiliates’ transferable All goods and assignable right, title and interest with respect to any services and all insurance policies other economic benefits to be received subsequent to the Closing Date arising out of prepayments and payments by the Asset Sellers prior to the Closing Date and credits in favor of the Asset Sellers, in each case, related exclusively to the Business; (xi) All originals and copies of the personnel files and other employment related records of Business Employees who become New Buyer Employees (subject to the procedures in Section 8.5(m)); (xii) All assets (the “Acquired Benefit Plan Assets”) related to Employee Benefit Plans or Foreign Benefit Plans (including any Acquired Defined Benefit Plan) that are sponsored solely by an Acquired Company or transferring to or being assumed by Buyer or its Affiliates (including the Acquired Assets Companies) pursuant to this Agreement, or by operation of Law (such plans, collectively, the “Acquired Benefit Plans”); (xiii) The stock, shares, quotas, investment capital, membership units and interests, capital stock, limited liability, partnership or other equity interests of the Business entities set forth in on Schedule 4.20 1.1(b)(xiii) attached hereto under (the heading “The following insurance JV Interests”); (xiv) (A) Sole ownership of all patterns, plans, designs, blueprints, sketches, drawings, catalogues, research material, technical information, formulae, compositions, chemical formulations, designs, drawings and other specifications, instructions for use, raw material and component lists and specifications, manufacturing processes and protocols, batch records, process descriptions and validations, procedures (including quality testing and standard operating records and procedures), equipment records, equipment requirements, operating and other manuals, installation procedures and requirements, installation/operation/performance qualification protocols, data (including technical and computer data), performance qualification records and protocols, test results, standard operating procedures (including standard operating procedures for products, solutions, instruments, and equipment), policies shall be transferred to Buyer and procedures, testing, validation methods and other methods, audits, investigations, inspections, records (including purchasing, regulatory compliance, risk management and research and development records), quality control data, environmental control documentation, product and process improvements, proposals, studies, reports and other printed or written materials and related documentation (“Technical Data”), in each case, to the extent transferable and/or assignable”exclusively related, including any net proceeds exclusively used or net premium refunds accrued exclusively held for use in connection with the Business (with the exclusive right to use and payable thereunder permit others to use same after the Closing Date), and PKI and its Affiliates may retain copies of and use such Technical Data in clause (A) for purposes of financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or exchange filings, prosecuting, defending or settling any litigation, Environmental Matter or insurance claim, performing this Agreement and the transactions contemplated hereby, and (B) co-ownership (with each party having the right to use and permit others to use same after the Closing without the consent of or an accounting to the other party) of any Technical Data that are related to, used or held for use in connection with the Business (but not exclusively so), and each Party and its Affiliates may retain copies of such co-owned Technical Data in clause (B); except in each case that the Acquired Assets shall exclude (1) personnel records, health related files or any records that are prohibited from being transferred to Buyer or the Acquired Companies under any data privacy Laws; and (2) Technical Data to the extent exclusively relating to Excluded Assets or Excluded Liabilities, and, for clarity, the above does not assign any rights in any Intellectual Property embodied in any Technical Data; (xv) All rights, causes of action, judgments, claims, reimbursements, and demands under manufacturers’, suppliers’, contractors’, licensors’ and vendors’ warranties; (xvi) All deposits, rebates or allowances from customers, suppliers, distributors or other business relations; (xvii) All insurance recoveries for Pre-Closing Matters (solely to the extent contemplated by Section 8.2(b)); (xviii) All goodwill of the Business or Acquired Assets and other general intangible properties and assets; (xix) All property and casualty insurance proceeds received or receivable in connection with any damage or destruction occurring between the Balance Sheet Date (as defined in Section 2.6) and the Closing of any Acquired Assets or assets that would have been included in the Acquired Assets but for such damage or destruction, in each case net of any deductible, and out-of-pocket cost of repair or replacement costs actually incurred by PKI or its Affiliates; (xx) (A) Sole ownership of the files, documents, books and records (including stock and partnership record books and Tax books and records), lists, reports, files, work papers, work product, correspondence, manuals, sales, any customer, distributor and vendor lists, data and any related databases, marketing and promotional information, literature and studies, and other materials, documents and data in any form or medium (whether in hard copy or computer, digital, mobile or other electronic format) (“Books and Records”) that are exclusively related to, exclusively used and exclusively held for use in connection with the Business (and sole ownership of with the exclusive right to use same after the Closing Date, subject to the below), and (B) co-ownership of the Books and Records solely to the extent related to, used or held for use in connection with, the Business (but not exclusively so) or required for the operation of the Business (it being understood that any portion of the Books and Records not related to the Business may be redacted and with each party having the right to use and permit others to use same after the Closing without the consent of or an accounting to the other party), except, in each case, (1) personnel records, health related files or any records that are prohibited from being transferred to Buyer or the Acquired Companies under any data privacy Laws, (2) to the extent exclusively relating to Excluded Assets or Excluded Liabilities and (3) PKI and its Affiliates may retain copies of and use such Books and Records in clause (A) for purposes of financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or exchange filings, prosecuting, defending or settling any litigation, Environmental Matter or insurance claim, performing this Agreement and the transactions contemplated hereby; and for clarity, the above does not assign any rights in any Intellectual Property embodied in any Books and Records; (xxi) All assets, rights or properties of any kind or nature that are set forth in the Most Recent Balance Sheet (as defined in Section 2.6) (other than assets disposed of at the end of their useful lives or out of redundancy, non-exclusive licenses and assets, rights and properties disposed of or decreased in the Ordinary Course of Businesses between the Balance Sheet Date and the date hereof), except accounts receivable not included in Acquired Assets under Section 1.1(b)(ix), but solely to the extent included in Working Capital pursuant to Section 1.4; and (xxii) All actions, rights, claims, judgments, reimbursements, demands, causes of action, rights of recovery, choses in action and rights of setoff of any kind (including those under warranties, guarantees and indemnities), accruing or arising before, on or after the Closing Date, to the extent relating to the Business, the Equity Interests (including any and all rights held by any Equity Interest Seller arising under any documentation by which any of the Equity Interests were acquired), or any Acquired Assets or Assumed Liabilities, and the right to retain all proceeds, damages and remedies therefrom; provided, however, that neither Sellerthat, Condo Owner nor any as contemplated by the Pre-Closing Transactions, in the case of their Affiliates shall have any obligation to maintain any insurance with respect to certain of the Asset Sellers (the “Specified Sellers”), the Acquired Assets or shall be sold, conveyed, assigned, novated, transferred and delivered to the Business after entities (which may be entities to be formed prior to the Closing) contemplated by the Pre-Closing Transactions (the “Specified Companies”) immediately prior to the Closing Date nor pursuant to the Pre-Closing Transactions (and subject to any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner modifications thereof made in general, (ii) any Retained Assets, or (iii) any Retained Liabilitiesaccordance with Section 4.7); and provided, further, that (w) after the Closing Seller and Acquired Assets shall not include any of its Affiliatesassets, as applicablerights, shall retain the rightproperties, and Buyer shall agree to Seller and any of its Affiliatesclaims, as applicablecontracts or business owned by an Acquired Company, retaining the right, to make any claims under any of the insurance policies transferred to which will be acquired by Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as acquisition of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to the benefit of Seller or any of its Affiliates, as applicable, under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x); (y) subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”); (z) subject to Sections 2.05(f) and 2.07 hereof, all prepaid expenses or deposits of the Business; and (aa) all other transferable assets and properties owned by Seller or any of its Affiliates used primarily in connection with the BusinessEquity Interests.

Sale and Transfer of Assets. Upon At the terms Closing, the Owner shall convey, transfer, deliver and subject assign to the conditions of this Agreement, Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding CompanyBuyer or its designee, and in exchange therefor, Buyer shall deliver to the case Owner at the Closing or thereafter as provided by this Agreement a portion of the EmployeesPurchase Price, Management Company) agrees plus any and all additions to sell, convey, assign, transfer and deliver the Purchase Price payable pursuant to Buyer, and Buyer shall purchase, acquire Section 1.6 and accept from Seller (or, in the case Owner all of the Condo Propertyassets, Condo Ownerrights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the case ownership, operation and management of the GH Securities Stock InterestsSouth Dakota Business, Holding Company, and in the case of the Employees, Management Company), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) right, title and interest in and to the following property, excluding the Retained Assets including without limitation (collectively, the “Acquired Assets”), together with the related Liabilities:"ASSETS"): (a) all transferable the trucks, containers, operating machinery and assignable rights equipment, processing equipment, shop tools, parts, supplies, accessories, inventory, physical assets and benefits other tangible personal property used primarily in connection with the ownership, operation and management of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, South Dakota Business (the rights and benefits of Seller under and pursuant to the Parcel F Development Agreement"PURCHASED TRUCKS"); (b) all transferable and assignable rights of Seller under all contracts and agreements written or oral pertaining to the operation of the Business in the ordinary course or related to the Acquired Assetscontracts, includingleases, without limitation, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, includingcustomer accounts, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Business, commitments and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described arrangements specifically identified in Schedule 2.01(b3.14(a) attached hereto as contracts contemplated to be assumed by Buyer pursuant to this Agreement (all contracts and agreements described in this Section 2.01(b) are collectively referred to as the “Contracts”"ASSUMED CONTRACTS"); (c) all transferable permits, licenses, titles (including motor vehicle titles and assignable licenses (current registrations), fuel permits, zoning and land use approvals and authorizations, including, without limitation, liquor licenses)any conditional or special use approvals or zoning variances, Permits, certificates of occupancy and rights under Permits, approvalspermits, and allocations issued or approved by a Governmental Authority relating to the Real Property or the Business and the operation thereof and any other similar documents described in Schedule 2.01(c) attached hereto, in each case from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the extent transferable pursuant to applicable law and subject to all regulatory operation or other approvals required management of the South Dakota Business owned by, issued to, or held by any Governmental Authority in respect theretoor otherwise benefiting the Owner (the "GOVERNMENTAL PERMITS"); (d) all transferable and assignable agreements, Permits, variances and approvals customer lists of the Owner relating to the development of any of the Real Property, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect theretoSouth Dakota Business; (e) all transferable surveysthe logos, planstrade names, maps, specifications, drawings fictitious business names and other similar documents relating to service marks of the Owned Real Property and owned by Seller (the “Land Plans and Specifications”)Owner; (f) all transferable and assignable guarantees, Permits and warranties issued in connection with (i) the construction, operation, use, improvement, alteration or repair goodwill of the Tangible Personal Property and the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”)South Dakota Business; (g) all booksguarantees, files warranties, indemnities and similar rights in favor of the Owner with respect to any of the Assets and all books and records of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Seller, transferable and assignable: management information systems or software owned by Seller, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes, and quality control data, if any, and any other intangible property and applications for the same; (h) all Leased Real Property; (i) all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, but not that certain one half (½) (or nine (9) holes) of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”), (ii) those certain three (3) condominium properties located at the Resort and commonly known as Unit 301 in Bxxxxxxx 00, Xxxx 000 in Building 20 and Unit 103 in Building 28 of the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in Schedule 2.01(i)(1) attached hereto), and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo Property; (j) all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous to the eastern gatehouse of the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended and Restated Agreement for Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreement; (k) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property or other rights or benefits are listed in Schedule 2.01(k) attached hereto (collectively, the “Parcel Rights”); (l) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(l) attached hereto, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of a golf course) and other rights set forth in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger), and Pinellas County, as amended from time to time, including, without limitation, by the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”); (m) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”); (n) all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”); (o) all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located on or used in connection with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used primarily in connection with the operation of the Real Property, whether on or off-site, including all warranties and guaranties associated therewith (collectively, the “Tangible Personal Property”) (A non-exclusive schedule of the Tangible Personal Property as of September 30, 2005 is attached hereto as Schedule 2.01(o).); (p) all transferable and assignable items of intangible personal property owned by Seller and used in connection with the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property related thereto, including, without limitation, all goodwill attributed to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).); (q) all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements; (r) all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”); (s) all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement; (t) all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business; (u) all transferable rights to the telephone numbers (and related directory listings) used in connection with the Business or the Acquired Assets; (v) subject to Sections 2.05(f) and 2.07 hereof, all transferable security deposits, exxxxxx deposits, and all other forms of security placed with Seller or any of its Affiliates related to the Business for the performance of a contract or agreement which otherwise constitutes a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing Date; (w) any transferable goodwill in or arising from the Acquired Assets and the Business; (x) all of Seller’s, Condo Owner’s or any of their Affiliates’ transferable and assignable right, title and interest with respect to any and all insurance policies related to the Acquired Assets and the Business set forth in Schedule 4.20 attached hereto under the heading “The following insurance policies shall be transferred to Buyer to the extent transferable and/or assignable”, including any net proceeds or net premium refunds accrued and payable thereunder after the Closing Date; provided, however, that neither Seller, Condo Owner nor any of their Affiliates shall have any obligation to maintain any insurance with respect to the Acquired Assets or the Business after the Closing Date nor any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner in general, (ii) any Retained Assets, or (iii) any Retained Liabilities; provided, further, that (w) after the Closing Seller and any of its Affiliates, as applicable, shall retain the right, and Buyer shall agree to Seller and any of its Affiliates, as applicable, retaining the right, to make any claims under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to the benefit of Seller or any of its Affiliates, as applicable, under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x); (y) subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”); (z) subject to Sections 2.05(f) and 2.07 hereof, all prepaid expenses or deposits of the Dakota Business; and (aah) All operating and financial records relating to the South Dakota Business, including without limitation all other transferable assets and properties owned by Seller or any ledgers, books of its Affiliates used primarily in connection with the Business.account, depreciation schedules,

Sale and Transfer of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) agrees does hereby agree to sell, conveytransfer, assign, transfer convey and deliver to Buyer, and Buyer shall purchase, acquire does hereby agree to purchase and accept from Seller (orSeller, at the Closing, the following property and rights located at, used exclusively in the case connection with or arising out of the Condo Property, Condo Owner, in the case operation of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) right, title and interest in and to the following property, excluding the Retained Assets (collectively, the “Acquired Assets”), together with the related LiabilitiesBusiness: (a) all transferable and assignable rights and benefits The leased property used in connection with the crematorium aspect of the Business located at 128 SE Shurfine Dr., Ankeny, Iowa 50021 (the "Crematorium"), xxx xxxxx xxx xxxxxxx xxx xxxxxx xxxxxxxx utilized for office purposes located at 102 NE Trilein Drive, Ankeny, Iowa (the "Office Property"). Seller under contractsxxxxxxx xxxxxxxxxxxxxx xxx xxxxxding Buyer, purchase ordersprior to Closing, proposals or bids relating to written landlord approval for the Business, including, without limitation, assignment of the rights and benefits lease of Seller under and pursuant to the Parcel F Development AgreementCrematorium.; (b) The equipment, and other tangible personal property owned by Seller located at the Crematorium and the Office Property and used by the Business exclusively in the operation thereof; (c) To the extent available to Seller, all transferable computer, electronic and assignable HMIS system hardware of the Business, exclusive of any rights of Seller under all to proprietary or licensed computer software, operating systems or intellectual property rights; (d) All preneed merchandise and/or service agreements, contracts and agreements written rights, together with the full value of all entitlements and accounts receivable arising from and related thereto, including all contracts, notes, accounts receivable and insurance payments arising from or oral pertaining related thereto, and any other contracts, leases, rental agreements, tenancies, licenses, engagements and commitments entered into by and related to the operation of the Business Business, plus or minus any changes in said entitlements and receivables which result from sales and deliveries made in the ordinary course or related of the operation of the Business subsequent to the Acquired Assets, including, without limitation, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as effective date hereof or of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, including, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Businesssuch schedules, and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and agreements described in this Section 2.01(b) are collectively referred to as until the “Contracts”); (c) all transferable and assignable licenses (including, without limitation, liquor licenses), Permits, certificates of occupancy and rights under Permits, approvals, and allocations issued or approved by a Governmental Authority relating to the Real Property or the Business and the operation thereof and other similar documents described in Schedule 2.01(c) attached hereto, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto; (d) all transferable and assignable agreements, Permits, variances and approvals relating to the development of any of the Real Property, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect theretoClosing; (e) all transferable surveysAll rights, planstitle and interest of Seller and/or the Business in and to any bank, mapstrust or other funds or accounts, specificationstogether with income thereon, drawings and other similar documents insurance contracts, relating to and arising from preneed agreements for funeral merchandise and/or services as to which the Owned Real Property Business is the provider of such services and/or merchandise, and owned by Seller (related payments, benefits claims, or assignments, as well as the “Land Plans and Specifications”)proceeds of insurance policies or similar contracts related thereto; (f) all Any transferable and assignable guarantees, Permits and warranties issued in connection with (i) the construction, operation, use, improvement, alteration or repair of the Tangible Personal Property and the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”); (g) all books, files and records permits of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Seller, transferable and assignable: management information systems or software owned by Seller, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes, and quality control data, if any, and any other intangible property and applications for the same; (h) all Leased Real Property; (i) all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, but not that certain one half (½) (or nine (9) holes) of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”), (ii) those certain three (3) condominium properties located at the Resort and commonly known as Unit 301 in Bxxxxxxx 00, Xxxx 000 in Building 20 and Unit 103 in Building 28 of the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in Schedule 2.01(i)(1) attached hereto), and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo Property; (j) all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous to the eastern gatehouse of the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended and Restated Agreement for Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreement; (k) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property or other rights or benefits are listed in Schedule 2.01(k) attached hereto (collectively, the “Parcel Rights”); (l) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(l) attached hereto, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of a golf course) and other rights set forth in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger), and Pinellas County, as amended from time to time, including, without limitation, by the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”); (m) all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”); (n) all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”); (o) all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located on or used in connection with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used necessary in connection with the operation of the Real Property, whether on or off-site, including all warranties and guaranties associated therewith (collectively, the “Tangible Personal Property”) (A non-exclusive schedule of the Tangible Personal Property as of September 30, 2005 is attached hereto as Schedule 2.01(o).); (p) all transferable and assignable items of intangible personal property owned by Seller and used in connection with the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property related thereto, including, without limitation, all goodwill attributed to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).); (q) all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements; (r) all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”); (s) all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement; (t) all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business; (ug) all transferable rights to the telephone numbers (The goodwill and related directory listings) used in connection with the Business or the Acquired Assets; (v) subject to Sections 2.05(f) and 2.07 hereof, all transferable security deposits, exxxxxx depositsintangible assets associated with, and all other forms of security placed with Seller or any of its Affiliates related to the Business for the performance of a contract or agreement which otherwise constitutes a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing Date; (w) any transferable goodwill in or arising from the Acquired Assets and the Business; (x) all of Seller’s, Condo Owner’s or any of their Affiliates’ transferable and assignable rightrights, title and interest with respect to any and all insurance policies related to the Acquired Assets in and the Business set forth in Schedule 4.20 attached hereto under right to use the heading “The following insurance policies trade name Cremation Society of Iowa. All property to be sold by Seller to Buyer described above shall be transferred hereinafter collectively referred to Buyer to as the extent transferable and/or assignable”, including any net proceeds or net premium refunds accrued and payable thereunder after the Closing Date; provided, however, that neither Seller, Condo Owner nor any of their Affiliates shall have any obligation to maintain any insurance with respect to the Acquired Assets or the Business after the Closing Date nor any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner in general, (ii) any Retained "Assets, or (iii) any Retained Liabilities; provided, further, that (w) after the Closing Seller and any of its Affiliates, as applicable, shall retain the right, and Buyer shall agree to Seller and any of its Affiliates, as applicable, retaining the right, to make any claims under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to the benefit of Seller or any of its Affiliates, as applicable, under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x); (y) subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”); (z) subject to Sections 2.05(f) and 2.07 hereof, all prepaid expenses or deposits of the Business; and (aa) all other transferable assets and properties owned by Seller or any of its Affiliates used primarily in connection with the Business."