Miscellaneous Hotel Assets definition
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
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.
The Real Property; (ii) the Fixtures and Tangible Personal Property; (iii) the Operating Equipment and Supplies; (iv) the Consumables; (v) the Hotel Contracts, the Documents, the Space Leases, the Miscellaneous Hotel Assets and the Permits (other than Excluded Permits); (vi) the Inventory; (vii) the Bookings; (viii) the Deposits; (ix) the Accounts Receivable; and (x) Cash-On-Hand or Account Cash; provided, however, that Property shall not include the Excluded Assets.
Seller is the fee owner of the hotel commonly known as the Red Lion Hotel on Fifth Avenue located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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).
For each Hotel, to the extent within the possession of Seller, within a reasonable period of time following the Closing, all Miscellaneous Hotel Assets.
More Definitions of Miscellaneous Hotel Assets
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 p▇▇▇▇ 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. 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 contract rights, concessions, surveys, copyrights, assignable guarantees, warranties, plans and specifications for the Improvements, operating manuals for the Personal Property, utility and development rights and privileges and claims and items of intangible Personal Property relating to the ownership, use, occupancy or operation of any Individual Hotel and owned by, and in possession of, any Hotel Owner (but expressly excluding any of the foregoing owned by any Affiliate of Seller that is not part of the Target Group, any Hotel Manager, any Franchisor, guests, employees or other third parties furnishing goods or services to any Individual Hotel) (including, for example, telephone numbers to the extent of Seller’s interest therein, listings and directories), and including cash or other funds held in the Acquired Accounts; excluding, however, (i) Hotel Contracts; (ii) Bookings; (iii) the Ground Leases; (iv) the Franchise Agreements; (v) the Hotel Management Agreements; (vi) Permits and Excluded Permits; (vii) Trademarks; (viii) the Hotel Books and Records; (ix) prepaid insurance; (x) Inventory; (xi) management policies and procedures, opening manuals and other items of intellectual property owned any Hotel Manager, any Franchisor or any Affiliate of any Seller that is not part of the Target Group or any Affiliate of any Hotel Manager or Franchisor; (xii) Excluded Accounts and Amount and the cash or the funds held in, or represented by, such Excluded Accounts and Amount; and (xiii) the contract rights, leases, concessions, trademarks, logos, copyrights, and assignable warranties.
Miscellaneous Hotel Assets means, with respect to each Property, all contract rights, leases, concessions, trademarks, service marks, logos, names of hotel and hotel restaurants and other food and beverage outlets, technology and technical information, copyrights, warranties, plans, drawings and other items of intangible personal property relating solely to the operation of each Property, and to be assigned to Buyer at Closing in accordance with Exhibit "H- 1" attached hereto and by this reference made a part hereof, excluding the Contracts and Permits, cash or other funds, whether in ▇▇▇▇▇ cash or hotel banks or on deposit in bank accounts or in transfer for deposit as of the date of closing, utility and similar deposits, and insurance or other prepaid items or books and records, except to the extent that the Seller receives a credit on the closing statement for any such items, and excluding Wyndham Intangible Personal Property.
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 pett▇ ▇▇▇h or house banks, (vi) assignable utility and similar deposits, (vii) Bookings, and (viii) prepaid amounts under any Service Contracts, Equipment Leases, Leases, or Permits.
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 pett▇ ▇▇▇h or house banks, or on deposit in bank accounts or in transit for deposit, (vi) refunds, rebates or