Miscellaneous Hotel Assets. All contract rights, leases, concessions, trademarks, logos, copyrights, goodwill, assignable warranties, and other items of intangible personal property relating to the ownership or operation of Hotel to the extent transferable and/or the parties obtain any consent necessary to effectuate such transfer, but such term shall not include: (i) Bookings; (ii) Hotel Contracts; (iii) the Franchise Agreement and the Management Agreement; (iv) Space Leases; (v) Permits; (vi) Cash On Hand; (vii) Books and Records; (viii) Accounts Receivable; (ix) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Cut Off Time; (x) utility and similar deposits; (xi) prepaid insurance or other prepaid items; or (xii) prepaid fees for Permits; except, in the case of clauses (ix) through (xii) (inclusive), only to the extent that Seller receives a credit on the Closing Statement for any such item or matter.
Miscellaneous Hotel Assets mean all general intangibles relating to design, development, operation and use of the Hotels, all rights and work product under construction, service, consulting, engineering, architectural and other Contracts (including warranties contained therein), receipts, accounting and business records, books and files relating solely to the ownership or operation of the Hotels, plans and specifications of any portion of any Hotel, and keys and lock and safe combinations relating to the Hotels, but excluding (a) the Excluded Property and (b) any confidential or proprietary information of Parent
Miscellaneous Hotel Assets. All contract rights, leases, concessions, trademarks, logos, copyrights, goodwill, telephone numbers, assignable warranties, computer software and other items of intangible personal property relating to the ownership or operation of Hotel (including the name “Burbank Airport Hilton & Convention Center” but only to the extent Seller has any rights with respect to such name), used in connection with the Hotel, including specifically, without limitation, credit records, promotional literature, packaging materials, sales brochures, video tapes, sales manuals, customer lists, sales files and the information contained in any automated sales system maintained by Seller or Manager, but such term shall not include (i) Bookings; (ii) Hotel Contracts; (iii) the Management Agreement; (iv) Permits; (v) the Liquor Assets; (vi) Cash-On-Hand or Account Cash; (vii) Deposits; (viii) Accounts Receivable; (ix) books and records (except as provided in Section 14.01(g)); (x) refunds, rebates, or other claims, or any interest thereon, for periods or events occurring prior to the Cut-off Time; (xi) utility and similar deposits; (xii) prepaid insurance or other prepaid items; (xiii) prepaid license and permit fees; or (xiv) the “Hilton” name, logo or trademark; except to the extent that Seller receives a credit on the Closing Statement for any such item or matter, and except to the extent owned by Manager, the Daily Grill Manager, tenants under Space Leases and guests of the Hotel.
Examples of Miscellaneous Hotel Assets in a sentence
Seller is the fee owner of the hotel commonly known as the Red Lion Hotel on Fifth Avenue located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 including those certain parcels of land legally described in Exhibit A and the improvements and building located thereon, and the owner of the Fixtures and Tangible Personal Property, Consumables, and Miscellaneous Hotel Assets relating to the Hotel (all as hereinafter defined).
Seller is the owner of fee interests in the Land, the improvements and buildings on the Land and related amenities, commonly referred to as the Burbank Airport Hilton & Convention Center (the “Hotel”), and the owner of the Fixtures and Tangible Personal Property, Operating Equipment, Consumables and Unopened Consumable Inventory, and has rights and interests in and title to various of the Miscellaneous Hotel Assets (each as hereinafter defined).
At Purchaser’s request, Seller shall apply for estoppel certificates and/or consents to assignment with respect to any Scheduled Encumbrances, Space Leases, Hotel Contracts, Documents, Permits or Miscellaneous Hotel Assets and/or the Management Agreement for which Purchaser desires an estoppel certificate or consent.
Purchaser and Seller agree to negotiate in good faith the allocation of the Purchase Price of the Hotel among the Real Property, Personal Property, and Miscellaneous Hotel Assets (the “Purchase Price Allocation”), prior to the expiration of the Due Diligence Period.
Seller is the owner of the Land and the Improvements commonly referred to as the Le Méridien Dallas, The Stoneleigh and located in Dallas, Texas, the Hotel, the Fixtures and Tangible Personal Property, Operating Equipment, Consumables, Inventory, Intellectual Property and Miscellaneous Hotel Assets (each as hereinafter defined).
More Definitions of Miscellaneous Hotel Assets
Miscellaneous Hotel Assets. All guest-lists, leases, concessions, assignable warranties, URLs, domain names, and Marks and all other items of intangible and intellectual personal property relating to the ownership or operation of Hotels (including all correspondence, hotel guest and mailing lists, guest histories (but only to the extent such guest histories relate to the any of the Property and do not include guest histories for other hotels owned or operated by Contributor or its Affiliates) and other marketing information, reservation lists, keys and lock and safe combinations), but such term shall not include any Excluded Assets.
Miscellaneous Hotel Assets means all contract rights, leases, concessions, trademarks, servicemarks, logos, names of hotel restaurants and other food and beverage outlets, technology and technical information, copyrights, warranties, plans, drawings and other items of intangible personal property relating to the ownership or operation of the Hotel and owned by Seller11, excluding, however, (i) receivables, other than Guest Ledger Receivables, (ii) Hotel Contracts, (iii) Tenant Leases, (iv) Permits,
Miscellaneous Hotel Assets means all transferable or assignable surveys, warranties and items of intangible Personal Property relating to the ownership, use, occupancy or operation of the Hotel and owned by, and in possession or control of, Seller (including, for example, telephone numbers to the extent of Seller's interest therein, listings and directories), excluding, however, (i) Hotel Contracts; (ii) Bookings; (iii) Space Leases; (iv) the Condominium Documents and the Declaration; (v) the Penthouse Documents; (vi) the Franchise Agreement and the Property of Franchisor specified therein; (vii) Permits and Excluded Permits; (viii) cash or other funds, whether in xxxxx cash or house banks, on deposit in bank accounts or in transit for deposit (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (ix) Hotel Books and Records; (x) receivables (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xi) refunds, rebates or other claims, or any interest thereon for periods or events occurring prior to the Apportionment Time (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xii) utility and similar deposits (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xiii) prepaid insurance or other prepaid items (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xiv) prepaid license and Permit fees (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xv) Excluded Trademarks; and (xvi) the items set forth on Exhibit O hereto.
Miscellaneous Hotel Assets means all contract rights, leases, concessions, trademarks, servicemarks, logos, names of hotel restaurants and other food and beverage outlets, technology and technical information, copyrights, warranties, plans, drawings and other items of intangible personal property relating to the ownership or operation of the Hotel and owned by Seller, excluding, however, (i) receivables, other than Guest Ledger Receivables, (ii) Hotel Contracts, (iii) Tenant Leases, (iv) Permits, (v) cash or other funds, whether in petty cash or house banks, or on deposit in bank accounts or ix xxxnsit for deposit, (vi) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Cutoff Time, (vii) utility and similar deposits, (viii) insurance or other prepaid items or (ix) books and records, except to the extent that Seller receives a credit on the Closing Statement for any such item.
Miscellaneous Hotel Assets means all transferable or assignable surveys, warranties and items of intangible Personal Property relating to the ownership, use, occupancy or operation of the Hotel and owned by, and in possession or control of, Seller (including, for example, telephone numbers to the extent of Seller’s interest therein, listings and directories), excluding, however, (i) Hotel Contracts; (ii) Bookings; (iii) Space Leases; (iv) the Condominium Documents and the Declaration; (v) the Penthouse Documents; (vi) the Franchise Agreement and the Property of Franchisor specified therein; (vii) Permits and Excluded Permits; (viii) cash or other funds, whether in pxxxx cash or house banks, on deposit in bank accounts or in transit for deposit (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (ix) Hotel Books and Records; (x) receivables (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xi) refunds, rebates or other claims, or any interest thereon for periods or events occurring prior to the Apportionment Time (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xii) utility and similar deposits (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xiii) prepaid insurance or other prepaid items (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xiv) prepaid license and Permit fees (except to the extent they are transferred to Purchaser and Seller receives a credit on the Settlement Statement for any such prepaid item); (xv) Excluded Trademarks; and (xvi) the items set forth on Exhibit O hereto.
Miscellaneous Hotel Assets. Shall have the meaning given to it in Section 2.01(o).
Miscellaneous Hotel Assets means all contract rights, as-built plans, specifications and architectural drawings and floor plans relating to the construction of each Hotel, construction contracts, all written reports relating to the condition of each Property, leases, concessions, assignable warranties covering any portion of each Hotel or the FF&E located thereat, and other items of intangible personal property owned by STH and relating to the ownership or operation of the Hotel, including, but not limited to, (i) Service Contracts, (ii) Equipment Leases, (iii) Permits, (iv) Hotel Names, (v) cash or other funds, in pettx xxxh or house banks, (vi) assignable utility and similar deposits, (vii) Bookings, and (viii) prepaid amounts under any Service Contracts, Equipment Leases, Leases, or Permits.