0001299933-07-006977 Sample Contracts

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • December 4th, 2007 • Interstate Hotels & Resorts Inc • Hotels & motels

AGREEMENT OF PURCHASE AND SALE (this “Agreement”), made as of the 11th day of September, 2007 between MERISTAR COLUMBIA OWNER SPE, LLC (the “Sheraton Seller”), MERISTAR SEELBACH SPE, LLC (the “Hilton Seller”), each a Delaware limited liability company, and MADISON MOTEL ASSOCIATES, LLP, a Delaware limited liability partnership (the “Crowne Plaza Seller”) (the Sheraton Seller, Hilton Seller, and Crowne Plaza Seller are sometimes referred to individually and/or collectively and jointly and severally as the “Seller”), and INTERSTATE COLUMBIA, LLC, a Delaware limited liability company (the “Sheraton Buyer”), Seelbach Louisville, LLC, a Delaware limited liability company (the “Hilton Buyer”) and Meles Madison, LLC, a Delaware limited liability company (the “Crowne Plaza Buyer”; the Sheraton Buyer, the Hilton Buyer, and the Crown Plaza Buyer are sometimes referred to individually and/or collectively as the “Buyer”).

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