Common use of Index of Certain Additional Defined Terms Clause in Contracts

Index of Certain Additional Defined Terms. Each of the following terms shall have the meaning set forth on the designated page of this Agreement: Accounts Receivable 30 Additional Property Materials 13 Agreement 1 Ancillary Property Rights 9 Approved Jurisdictions 48 Assignment and Assumption Agreement 19 B▇▇▇ of Sale 27 Board 10 Board Approval 10 Board Approval Deadline Date 10 Business Days 49 Casualty 43 Closing 26 Closing Deliveries 41 Code 21 Compensation 30 Condemnation 43 Confidential Information Exclusions 17 Deeds 26 Deferral Period 36 Environmental Reports 12 ERISA 21 Exception Documents 12 Excluded Matters 24 Extension Condition 37 FF&E Reserves 9 House Cash 9 Independent Contract Consideration 47 Insurance Policies 32 Intangible Personal Property 10 Intellectual Property 10 Major Casualty 44 Major Condemnation 43 Mandatory Seller Cure Items 15 Maximum Amount 41 Minimum A▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ New Title Policy 15 Operating Agreement Termination Notice 33 Operating Agreements 9 Party 4 PCBs 3 Permits 10 Permitted Exceptions 15 Personalty 9 Plan Assets Regulation 21 Problem Asset 37 Property 8 Property Information 12 Purchaser Closing Deliveries 27 Purchaser Conditions 34 Purchaser Guarantor 47 Purchaser Inspection Parties 17 Reproration Obligation 3? Seller Closing Deliveries 26 Seller’s Indemnity Obligations 41 Seller’s Initial Cure Items 14 Seller’s Insurance Policies 21 Seller’s Response Notice 14 Sellers Surviving Obligations 41 Sellers’ Conditions 35 SGC Membership Documents 9 Survival Period 26 Title Commitment 12 Title Defects 14 Title Objection Notice 14 Title Response Date 14 Trade Payables 29 Utilities 31

Index of Certain Additional Defined Terms. Each of the following terms shall have the meaning set forth on the designated page of this Agreement: Accounts Receivable 30 32 Additional Property Materials 13 14 Agreement 1 Ancillary Property Rights 9 Approved Jurisdictions 48 49 Assignment and Assumption Agreement 19 20 Assignment of Leases 28 B▇▇▇ of Sale 27 28 Board 10 11 Board Approval 10 11 Board Approval Deadline Date 10 11 Business Days 49 51 Casualty 43 44 Closing 26 28 Closing Deliveries 41 42 Code 21 23 Compensation 30 32 Condemnation 43 44 Confidential Information Exclusions 17 Deeds 26 18 Deed 28 Deferral Period 36 38 Deposits 10 Environmental Reports 12 13 ERISA 21 22 Exception Documents 12 13 Excluded Matters 24 25 Extension Condition 37 39 FF&E Reserves 9 10 House Cash 9 10 Houston Declaration 13 Independent Contract Consideration 47 48 Insurance Policies 32 33 Intangible Personal Property 10 Intellectual Property 10 11 Major Casualty 45 Major Condemnation 44 Major Condemnation 43 Tenant Lease 46 Management Assumption Agreement 20 Mandatory Seller Cure Items 15 Maximum Amount 41 42 Minimum A▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ New Title Policy 15 16 Operating Agreement Termination Notice 33 35 Operating Agreements 9 10 Party 4 PCBs 3 Permits 10 11 Permitted Exceptions 15 16 Personalty 9 Plan Assets Regulation 21 22 Problem Asset 37 39 Property 8 9 Property Information 12 13 Purchaser Closing Deliveries 27 29 Purchaser Conditions 34 36 Purchaser Guarantor 47 48 Purchaser Inspection Parties 17 18 Reproration Obligation 3? 34 Seller Closing Deliveries 26 28 Seller Conditions Seller Surviving Obligations 37 42 Seller’s Indemnity Obligations 41 42 Seller’s Initial Cure Items 14 15 Seller’s Insurance Policies 21 23 Seller’s Response Notice 14 Sellers Surviving Obligations 41 Sellers’ Conditions 35 SGC Membership Documents 9 15 Survival Period 26 27 Tenant Notice Letter 29 Tenants 10 Title Commitment 12 13 Title Defects 14 15 Title Objection Notice 14 15 Title Response Date 14 15 Trade Payables 29 31 Utilities 3133 1.2 Certain Closing Costs. Closing costs shall be allocated and paid as follows: Real Estate Sales Commission payable to Broker. Seller Base premiums for the New Title Policy pursuant to Section 5.2(g) (but excluding premiums for any upgrades for extended or additional coverages and any endorsements desired by Purchaser, other than premiums, if any charged for endorsements required for Seller Cure Items). Seller Premiums for any upgrades for extended or additional coverages for the New Title Policy and any endorsements desired by Purchaser (other than premiums, if any, charged for endorsements required for Seller Cure Items). Purchaser Any and all other title policies, upgrades, endorsements or other title information requested by Purchaser’s lender(s). Purchaser Any Title Company inspection fees, and the cost of any Tax Certificates for the Property. Purchaser Costs of the Existing Survey. Seller Costs of a New Survey pursuant to Section 5.2(b) (including any revisions, modifications or recertifications thereto or to the Existing Survey). Purchaser Recording charges and fees. Purchaser Any transfer taxes, mortgage taxes, deed taxes, sales taxes, documentary stamps, intangible taxes, or other similar taxes, fees or assessments arising from the transfer of the Property to Purchaser pursuant to this Agreement. Purchaser Any fees, costs or expenses due and owing in connection with the assignment and Purchaser’s assumption of the Assumed Management Agreement and the Material Agreements. Purchaser Any fees, costs or expenses incurred in connection with the termination of the Master Leases and the Houston Asset Management Agreement. Seller Any fees, costs or expenses, if any, incurred in obtaining any estoppels, consents or third party assurances with respect to the Asset, any Material Agreement (except as otherwise expressly provided in this Agreement), any Permitted Exception or any Operating Agreement, that are requested by Purchaser. Purchaser Any escrow fee charged by The Title Company for holding the E▇▇▇▇▇▇ Money or conducting the Closing. Purchaser 1/2 Seller 1/2 Except as otherwise expressly provided in this Agreement, any fees, costs or expenses incurred in satisfying any requirements of Purchaser’s lenders or investors. Purchaser Except as expressly provided otherwise in this Agreement, any fees, costs or expenses incurred in satisfying any requirements of Seller’s lenders, including partial reconveyance, title insurance and prepayment fees, if any, for the Asset. Seller

Index of Certain Additional Defined Terms. Each of the following terms shall have the meaning set forth on the designated page of this Agreement: Accounts Receivable 30 33 Additional Property Materials 13 15 Agreement 1 Ancillary Property Rights 9 10 Approved Jurisdictions 48 52 Assignment and Assumption Agreement 19 21 Assignment of Leases 30 B▇▇▇ of Sale 27 30 Board 10 11 Board Approval 10 11 Board Approval Deadline Date 10 12 Business Days 49 53 Casualty 43 47 Closing 26 29 Closing Deliveries 41 44 Code 21 24 Compensation 30 34 Condemnation 43 46 Confidential Information Exclusions 17 Deeds 26 19 Deed 30 Deferral Period 36 40 Deposits 10 Environmental Reports 12 14 ERISA 21 24 Exception Documents 12 13 Excluded Matters 24 27 Existing Debt 20 Existing Debt Assumption Agreement 21 Existing Debt Documents 20 Existing Debt Reserves 21 Extension Condition 37 40 FF&E Reserves 9 10 House Cash 9 10 Independent Contract Consideration 47 51 Insurance Policies 32 35 Intangible Personal Property 10 11 Intellectual Property 10 11 Lender 20 Loan Assumption Costs 21 Major Casualty 44 47 Major Condemnation 43 47 Major Tenant Lease 48 Management Assumption Agreement 21 Mandatory Seller Cure Items 15 16 Maximum Amount 41 45 Minimum A▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ Amount 45 Net Worth 51 New Survey 15 New Title Policy 17 Operating Agreement Termination Notice 37 Operating Agreements 11 Party 4 PCBs 3 Permits 11 Permitted Exceptions 16 Personalty 10 Plan Assets Regulation 24 Problem Asset 40 Property 9 Property Information 13 Purchaser Closing Deliveries 31 Purchaser Conditions 37 Purchaser Guarantor 51 Purchaser Inspection Parties 18 Reproration Obligation 36 Seller Closing Deliveries 30 Seller Conditions 39 Seller Surviving Obligations 45 Seller’s Indemnity Obligations 45 Seller’s Initial Cure Items 16 Seller’s Insurance Policies 24 Seller’s Response Notice 16 Survival Period 29 Tenant Notice Letter 30 Tenants 10 Title Commitment 13 Title Defects 15 Title Objection Notice 15 Title Response Date 15 Trade Payables 33 Utilities 34 1.2 Certain Closing Costs. Closing costs shall be allocated and paid as follows: Real Estate Sales Commission payable to Broker. Seller Base premiums for the New Title Policy pursuant to Section 5.2(g) (but excluding premiums for any upgrades for extended or additional coverages and any endorsements desired by Purchaser, other than premiums, if any charged for endorsements required for Seller Cure Items). Seller Premiums for any upgrades for extended or additional coverages for the New Title Policy and any endorsements desired by Purchaser (other than premiums, if any, charged for endorsements required for Seller Cure Items). Purchaser Any and all other title policies, upgrades, endorsements or other title information requested by Purchaser’s lender(s). Purchaser Any Title Company inspection fees, and the cost of any Tax Certificates for the Property. Purchaser Costs of the Existing Survey. Seller Costs of a New Survey pursuant to Section 5.2(b) (including any revisions, modifications or recertifications thereto or to the Existing Survey). Purchaser Loan assumption fees and costs for the Existing Debt. Purchaser Recording charges and fees. Purchaser Any transfer taxes, mortgage taxes, deed taxes, sales taxes, documentary stamps, intangible taxes, or other similar taxes, fees or assessments arising from the transfer of the Property to Purchaser pursuant to this Agreement. Purchaser Any fees, costs or expenses incurred in connection with the termination of the Management Agreement if Purchaser elects not to assume the Management Agreement. Purchaser Any fees, costs or expenses due and owing in connection with the assignment and Purchaser’s assumption of the Assumed Management Agreement and the Material Agreements. Purchaser Any fees, costs or expenses due and owing in connection with the assignment and Purchaser’s assumption of the Material Agreements. Purchaser Any fees, costs or expenses incurred in connection with the termination of the Master Leases. Seller Any fees, costs or expenses, if any, incurred in obtaining any estoppels, consents or third party assurances with respect to the Asset, any Material Agreement (except as otherwise expressly provided in this Agreement), any Permitted Exception or any Operating Agreement, that are requested by Purchaser. Purchaser Any escrow fee charged by The Title Company for holding the E▇▇▇▇▇▇ ▇▇ New Title Policy 15 Operating Agreement Termination Notice 33 Operating Agreements 9 Party 4 PCBs 3 Permits 10 Permitted Exceptions 15 Personalty 9 Plan Assets Regulation 21 Problem Money or conducting the Closing. Purchaser 1/2 Seller 1/2 Except as otherwise expressly provided in this Agreement, any fees, costs or expenses incurred in satisfying any requirements of Purchaser’s lenders or investors. Purchaser Except as otherwise expressly provided herein, all other closing costs, expenses, charges and fees. Purchaser/ Seller as is customary for jurisdiction where the Asset 37 Property 8 Property Information 12 Purchaser Closing Deliveries 27 Purchaser Conditions 34 Purchaser Guarantor 47 Purchaser Inspection Parties 17 Reproration Obligation 3? Seller Closing Deliveries 26 Seller’s Indemnity Obligations 41 Seller’s Initial Cure Items 14 Seller’s Insurance Policies 21 Seller’s Response Notice 14 Sellers Surviving Obligations 41 Sellers’ Conditions 35 SGC Membership Documents 9 Survival Period 26 Title Commitment 12 Title Defects 14 Title Objection Notice 14 Title Response Date 14 Trade Payables 29 Utilities 31is located

Index of Certain Additional Defined Terms. Each of the following terms shall have the meaning set forth on the designated page of this Agreement: Accounts Receivable 30 35 Additional Property Materials 13 16 Agreement 1 Ancillary Property Rights 9 11 Approved Jurisdictions 48 54 Asset 1 Assignment and Assumption Agreement 19 B▇▇▇ 23 Assignments of Leases 31 Bills of Sale 27 31 Board 10 13 Board Approval 10 13 Board Approval Deadline Date 10 13 Business Days 56 Casualty 49 Casualty 43 Closing 26 31 Closing Deliveries 41 46 Code 21 26 Compensation 30 36 Condemnation 43 49 Confidential Information Exclusions 17 21 Deeds 26 31 Deferral Period 36 42 Deposits 12 Environmental Reports 12 15 ERISA 21 25 Exception Documents 12 15 Excluded Matters 24 28 Execution Date 57 Existing Surveys 15 Extension Condition 37 42 FF&E Reserves 9 12 House Cash 9 12 Independent Contract Consideration 47 53 Insurance Policies 32 37 Intangible Personal Property 10 13 Intellectual Property 10 12 Major Casualty 44 49 Major Condemnation 43 49 Major Tenant Lease 51 Management Agreements 4 Management Assumption Agreement 23 Managers 4 Mandatory Seller Cure Items 15 18 Maximum Amount 41 47 Minimum A▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ New Title Policy 15 19 Operating Agreement Termination Notice 33 39 Operating Agreements 9 12 Party 5 PCBs 4 PCBs 3 Permits 10 12 Permitted Exceptions 15 18 Personalty 9 11 Plan Assets Regulation 21 25 Problem Asset 37 42 Property 8 11 Property Information 12 15 Purchaser Closing Deliveries 27 32 Purchaser Conditions 34 39 Purchaser Guarantor 47 53 Purchaser Inspection Parties 17 20 Reproration Obligation 3? 37 Seller 6 Seller Closing Deliveries 26 31 Seller’s Indemnity Obligations 41 47 Seller’s Initial Cure Items 14 17 Seller’s Insurance Policies 21 25 Seller’s Response Notice 14 17 Sellers Surviving Obligations 41 47 Sellers’ Conditions 35 SGC Membership Documents 9 41 St David’s Parking Lease 51 STRL 57 Survival Period 26 30 Tenant Notice Letter 32 Tenants 12 Title Commitment 12 15 Title Commitments 15 Title Defects 14 17 Title Objection Notice 14 17 Title Response Date 14 17 Trade Payables 29 34 Utilities 3136 Ventana Sales Contract 57 1.2 Certain Closing Costs. Closing costs shall be allocated and paid as follows: Cost Party Real Estate Sales Commission payable to Broker. Sellers Base premiums for any New Title Policies pursuant to Section 5.2(g) (but excluding premiums for any upgrades for extended or additional coverages and any endorsements desired by Purchaser, other than premiums, if any charged for endorsements required for Seller Cure Items). Sellers Premiums for any upgrades for extended or additional coverages for the New Title Policies and any endorsements desired by Purchaser (other than premiums, if any, charged for endorsements required for Seller Cure Items). Purchaser Any and all other title policies, upgrades, endorsements or other title information requested by Purchaser’s lender(s). Purchaser Any Title Company inspection fees, and the cost of any Tax Certificates for the Property. Purchaser Costs of the Existing Surveys. Sellers Costs of any New Survey pursuant to Section 5.2(b) (including any revisions, modifications or recertifications thereto or to the Existing Surveys). Purchaser Recording charges and fees. Purchaser Cost Party Any transfer taxes, mortgage taxes, deed taxes, sales taxes, documentary stamps, intangible taxes, or other similar taxes, fees or assessments arising from the transfer of the Property to Purchaser pursuant to this Agreement. Purchaser Any fees, costs or expenses due and owing in connection with the assignment and Purchaser’s assumption of the Assumed Management Agreements, the Material Agreements and the Assumed Beaver Creek East West Agreements. Purchaser Any fees, costs or expenses incurred in connection with the termination of the Ventana Inn & Spa Management Agreement and, if Purchaser elects to not to assume any such agreement, the Beaver Creek East West Commercial Space Management Agreement, Spa Management Agreement or Consulting Agreement. Sellers The “Payment to Hyatt Upon Certain Sale” required by Section 4.5 of the Park Hyatt Beaver Creek Management Agreement. Sellers Any fees, costs or expenses incurred in connection with the termination of the Master Leases and any Beaver Creek East West Agreement which is not an Assumed Beaver Creek East West Agreement. Sellers Any fees, costs or expenses, if any, incurred in obtaining any estoppels, consents or third party assurances with respect to any Asset, any Material Agreement (except as otherwise expressly provided in this Agreement), any Permitted Exception or any Operating Agreement, that are requested by Purchaser. Purchaser Any escrow fee charged by The Title Company for holding the E▇▇▇▇▇▇ Money or conducting the Closing. Purchaser 1/2 Sellers 1/2 Except as otherwise expressly provided in this Agreement, any fees, costs or expenses incurred in satisfying any requirements of Purchaser’s lenders or investors. Purchaser Except as expressly provided otherwise in this Agreement, any fees, costs or expenses incurred in satisfying any requirements of Seller’s lenders, including partial reconveyance, title insurance and prepayment fees, if any, for the Denver Marriott. Sellers Except as otherwise expressly provided herein, all other closing costs, expenses, charges and fees. Purchaser/Sellers as is customary for jurisdiction where the Asset is located