0001104659-24-128417 Sample Contracts

AGREEMENT OF PURCHASE AND SALE by and between 275 TREMONT OWNER, LLC a Delaware limited liability company (“Purchaser”) and HH FP PORTFOLIO LLC a Delaware limited liability company (“Seller”) Courtyard Boston Downtown, 275 Tremont Street, Boston, MA 02116
Purchase and Sale Agreement • December 13th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts • Massachusetts

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of the Effective Date, by and between 275 Tremont Owner, LLC, a Delaware limited liability company (“Purchaser”), and HH FP Portfolio LLC, a Delaware limited liability company (“Seller”).

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AMENDMENT NO. 13 TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP February [__], 2025
Seventh Amended and Restated Agreement of Limited Partnership • December 13th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts

This Amendment No. 13 to the Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (this “Amendment”) is made as of February [__], 2025, by Ashford OP General Partner LLC, a Delaware limited liability company, as general partner (the “General Partner”) of Ashford Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in Section 11.1(b) of the Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated April 14, 2016, as amended by Amendment No. 1 thereto dated as of July 13, 2016, Amendment No. 2 thereto dated October 18, 2016, Amendment No. 3 thereto dated as of August 25, 2017, Amendment No. 4 thereto dated as of November 17, 2017, Amendment No. 5 thereto dated as of December 13, 2017, Amendment No. 6 thereto dated as of February 26, 2019, Amendment No. 7 thereto dated as of July 15, 2020, Amendme

FORM OF PARTICIPATING BROKER-DEALER AGREEMENT WITH ASHFORD SECURITIES LLC
Participating Broker-Dealer Agreement • December 13th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

Ashford Securities LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of ___________ __, 20__ (the “Dealer Manager Agreement”), with Ashford Hospitality Trust, Inc, a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering for up to 12,000,000 shares of the Company’s Series L Redeemable Preferred Stock, par value $0.01 per share (“Series L Preferred Stock”) or Series M Redeemable Preferred Stock, par value $0.01 per share (“Series M Preferred Stock” and together with the Series L Preferred Stock, the “Shares”) in the primary offering (the “Primary Offering”) and up to 4,000,000 shares of Series L Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”). Each Share will be sold at a public offering price of $25.00 per Share. The Company has reserved the right to

AMENDMENT TO AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • December 13th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts

This AMENDMENT TO AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 5, 2024, among ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Borrower”), ASHFORD HOSPITALITY TRUST, INC. (the “Parent”), the guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”) and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

ASHFORD SECURITIES LLC FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 13th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

Ashford Hospitality Trust, Inc. (the “Company”) is a Maryland corporation that qualified to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ended December 31, 2003. The Company proposes to offer up to 12,000,000 shares (the “Primary Offering”) of the Company’s Series L Redeemable Preferred Stock, par value $0.01 per share (“Series L Preferred Stock”) or Series M Redeemable Preferred Stock, par value $0.01 per share (“Series M Preferred Stock” and together with the Series L Preferred Stock, the “Shares”) in the primary offering. Each Share will be sold at a public offering price of $25.00 per Share. The offering also covers up to 4,000,000 shares of Series L Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) at $25.00 per share. The Company has reserved the right to reallocate the shares of Series L Preferred Stock or

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