Property Identification. Subject to the terms and provisions hereof, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, subject to the Permitted Exceptions, and subject to the right, title and interest of guests, the Tenants, licensees and concessionaires in and to the Hotel Unit and the Commercial Unit and to all other terms, covenants and conditions set forth herein, the following: (a) All right, title and interest in and to the condominium unit described as the “Hotel Unit” on Exhibit 1.1 (a) attached hereto in the building commonly known as the Jumeirah Essex House together with the aggregate undivided interest allocable to such condominium unit in (i) that certain parcel of land having a street address of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Land”), (ii) all privileges, rights, easements and appurtenances belonging to the Land, (iii) all streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Land and (iv) all mineral and development rights appurtenant to the Land; together with all privileges, rights, easements and appurtenances belonging to such condominium units (collectively, the “Hotel Unit”). (b) All right, title and interest in and to the condominium unit described as the “Commercial Unit” on Exhibit 1.1(b) attached hereto in the building commonly known as the Jumeirah Essex House together with the aggregate undivided interest allocable to such condominium unit in (i) the Land, (ii) all privileges, rights, easements and appurtenances belonging to the Land, (iii) all streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Land and (iv) all mineral and development rights appurtenant to the Land; together with all privileges, rights, easements and appurtenances belonging to such condominium units (collectively, the “Commercial Unit”; the Hotel Unit and the Commercial Unit, collectively, the “Hotel-Related Units”). (c) All right, title and interest in and to the condominium units described as Units 2001, 1720, 1826, 1910, 1912, 1915, 26TR, 3005 and 3214 on Exhibit 1.1(c) attached hereto, and each other condominium unit which Purchaser agrees to acquire in accordance with Section 4.4, in the building commonly known as the Jumeirah Essex House together with the aggregate undivided interest allocable to such condominium units in (i) the Land, (ii) all privileges, rights, easements and appurtenances belonging to the Land, (iii) all streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Land and (iv) all mineral and development rights appurtenant to the Land; together with all privileges, rights, easements and appurtenances belonging to such condominium units (collectively, the “Residential Units”; the Hotel Unit, the Commercial Unit and the Residential Units, collectively, the “Condominium Units”). (d) All right, title and interests in and to the buildings, structures, fixtures and other improvements situated upon or being part of the Condominium Units (collectively, the “Improvements”). (e) All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller whether located at the Real Property or off-site (collectively, the “Personal Property”). (f) All of Seller’s right, title and interest, if any, in (i) all warranties, guaranties and indemnities by and claims against third parties relating to the Real Property and Personal Property, if any, to the extent assignable or transferable, (ii) all licenses, permits, approvals, development rights, certificates, variances, consents, authorizations and similar documents necessary for the current use, occupancy and operation of the Real Property, to the extent assignable or transferable (the items referred to in clause (ii) herein collectively, the “Permits”), (iii) all plans, specifications, drawings (including CAD drawings and plans), surveys, engineering and other design products, soils (including borings) tests and reports, project budgets and schedules, and other technical descriptions and documents relating to the Real Property, if any, to the extent assignable or transferable, (iv) any unpaid award for taking by condemnation or any damage to the Real Property and (v) all software and other computer programs, data and databases, training materials and related source codes and documentation, if any, to the extent assignable or transferable, and all other intangible assets of any nature relating to the Real Property to the extent assignable or transferable (the items referred to in clauses (i) through (v) of this Section 1.1(e), collectively, the “Intangible Property”). (g) All of Seller’s rights, if any, in the maintenance, repair, utility, service, club access, parking, supply and equipment rental contracts listed on Exhibit 6.1 (l) affecting the Real Property and presently used for the operation of the Hotel-Related Units (collectively, the “Property Contracts”), to the extent assignable or transferable. (h) Solely with respect to the Hotel-Related Units, Seller’s rights, if any, in any and all books, records, files, guest registers, rental and reservation records, employment records, maintenance records, websites, domain names, telephone numbers, and any customer or frequent guest list of the Property maintained by Seller (including any e-mail or other electronic data) used in connection with the ownership, use, operation, or maintenance of the Hotel-Related Units (collectively, the “Hotel Unit IP, Books and Records”). (i) (x) All right, title and interest in and to the “Essex House” trademark, and any and all other tradenames, service marks, copyrights, domain names, menu and design features associated therewith, and (y) all of Seller’s rights, title and interest, in or to the trademarks, tradenames, service marks, copyrights or domain names, menus and design features relating to the Condominium Units and services thereat, together with all applications and rights, if any, to apply for the protection of any of the foregoing, to the extent assignable or transferable ((x) and (y), collectively, the “Intellectual Property”). (j) The advance reservations and Bookings for the Hotel-Related Units, as the same may be amended, canceled and renewed (the “Reservations”) and, except to the extent a proration credit is received by Purchaser, advance deposits made in respect thereof (the “Reservation Deposits”). (k) Seller’s rights in and to that certain (i) Lease of Commercial Premises, dated June 1, 2012, between Seller, as lessor, and Danielli Fine Jewelry, as lessee (the “Jewelry Tenant”) (together with all amendments, modifications, supplements, extensions and related agreements, if any, thereto, the “Jewelry Lease”), and (ii) lease (the “Gift Shop Lease”; the Jewelry Lease and the Gift Shop Lease, collectively , the “Leases” and individually a “Lease”) to Abeer Corporation (the “Gift Shop Tenant”; the Jewelry Tenant and the Gift Shop Tenant, collectively , the “Tenants” and individually a “Tenant”), as well as all of Seller’s rights to the security deposit under the Leases (collectively, the “Tenant Deposits” and individual a “Tenant Deposit”). The Condominium Units, together with the Improvements relating thereto, are referred to herein as the “Real Property”. The Real Property, together with the Personal Property, the Intangible Property, the Property Contracts, the Hotel Unit IP, Books and Records, the Intellectual Property, the Reservations, the Reservation Deposits relating thereto, the Leases and the Tenant Deposits, are referred to herein collectively as the “Property”.
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Sources: Purchase and Sale Agreement (Strategic Hotels & Resorts, Inc)
Property Identification. Subject to the terms and provisions hereof, each Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from each Seller, subject only to the Permitted Exceptions, and subject to the right, title and interest of guests, the Tenants, licensees and concessionaires in and to the Hotel Unit and the Commercial Unit Exceptions and to all other terms, covenants and conditions set forth herein, the following:
(a) All all of such Seller’s right, title and interest in and to the condominium unit described as the “Hotel Unit” on Exhibit 1.1following:
(a) Leasehold title to the land described on Exhibit A attached hereto in the building commonly known as the Jumeirah Essex House hereto, together with the aggregate undivided interest allocable to such condominium unit in (i) that certain parcel of land having a street address of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Land”), (ii) all privileges, rights, easements and appurtenances belonging to the Landsuch land, and all right, title and interest (iiiif any) all of such Seller in and to any streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Land such land and all right, title and interest (ivif any) of such Seller in all mineral and development rights appurtenant to the Land; together with all privileges, rights, easements and appurtenances belonging to such condominium units land (collectively, the “Hotel UnitLeasehold Estate”).
(b) All right, title The buildings located on the Leasehold Estate and interest in and to the condominium unit described as the “Commercial Unit” on Exhibit 1.1(b) attached hereto in the building commonly known as the Jumeirah Essex House together with the aggregate undivided interest allocable to such condominium unit in (i) the Land, (ii) all privileges, rights, easements and appurtenances belonging to the Land, (iii) all streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Land and (iv) all mineral and development rights appurtenant to the Land; together with all privileges, rights, easements and appurtenances belonging to such condominium units (collectively, the “Commercial Unit”; the Hotel Unit and the Commercial Unit, collectively, the “Hotel-Related Units”).
(c) All right, title and interest in and to the condominium units described as Units 2001, 1720, 1826, 1910, 1912, 1915, 26TR, 3005 and 3214 on Exhibit 1.1(c) attached hereto, and each other condominium unit which Purchaser agrees to acquire in accordance with Section 4.4, in the building commonly known as the Jumeirah Essex House together with the aggregate undivided interest allocable to such condominium units in (i) the Land, (ii) all privileges, rights, easements and appurtenances belonging to the Land, (iii) all streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Land and (iv) all mineral and development rights appurtenant to the Land; together with all privileges, rights, easements and appurtenances belonging to such condominium units (collectively, the “Residential Units”; the Hotel Unit, the Commercial Unit and the Residential Units, collectively, the “Condominium Units”).
(d) All right, title and interests in and to the buildings, structures, fixtures structures and other improvements situated upon or being part of the Condominium Units Leasehold Estate and all fixtures, systems and facilities located on the Leasehold Estate (collectively, the “Improvements”).
(ec) All furnitureleases, equipmentrights to subleases, machinerylicenses, inventories, supplies, signs and concession agreements or other tangible personal property agreements granting use or occupancy of every kind and natureany portion of the Real Property, if any, owned by Seller whether located at including, without limitation, those listed on Exhibit C attached hereto (together with all amendments, modifications, supplements, extensions and related agreements, if any, thereto, collectively, the Real Property “Leases”) as well as all of such Seller’s rights, if any, to any existing security deposits and other tenant deposits, lease guarantees or off-site (to the extent assignable) letters of credit related to the Leases, including, without limitation, those listed on Exhibit D attached hereto (collectively, the “Personal PropertyTenant Deposits”).
(fd) All of Seller’s right, title and interest, if any, in (i) all warranties, guaranties and indemnities by and claims against third parties relating to the Real Property and Personal Property, if any, to the extent assignable or transferable, (ii) all licenses, permits, approvals, entitlements, development rights, certificates, variances, consents, authorizations and similar documents documents, if any, necessary for or relating to the current use, occupancy and operation of the Real Property, Property to the extent assignable or transferable (the items referred to in clause (ii) herein collectively, the “Permits”), ) and (iii) all plans, specifications, drawings (including CAD drawings and plans)drawings, surveys, engineering and other design products, soils (including borings) tests and reports, project budgets and schedules, and other technical descriptions and documents relating to the Real Property, if any, to the extent assignable or transferable, (iv) any unpaid award for taking by condemnation or any damage to the Real Property and (v) all software and other computer programs, data and databases, training materials and related source codes and documentation, if any, to the extent assignable or transferable, and all other intangible assets of any nature relating to the Real Property to the extent assignable or transferable (the items referred to in clauses (i), (ii) through and (viii) of this Section 1.1(e), 2.1(d) collectively, the “Intangible PropertyIntangibles”).
(ge) All of Seller’s rights, if any, in the maintenance, repair, utility, service, club access, parking, supply and equipment rental contracts listed on Exhibit 6.1
(l) affecting the Real Property and presently used for the operation of the Hotel-Related Units (collectively, the “Property Contracts”), if any, including, without limitation, those Property Contracts listed on Exhibit E attached hereto, to the extent assignable such Seller is entitled to transfer the same to Purchaser and provided that Purchaser has elected to or transferableis required to assume the same pursuant to the provisions of this Agreement. Purchaser agrees that, upon Closing, it shall assume all Property Contracts that are terminable on thirty (30) days notice or less without any substantial termination payment and the Constellation New Energy Contract.
(hf) Solely with respect to the Hotel-Related UnitsAll furniture, Seller’s rightsequipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, in any owned by such Seller and all booksinstalled or located at the Real Property, records, files, guest registers, rental and reservation records, employment records, maintenance records, websites, domain names, telephone numbers, and any customer or frequent guest list of including the Property maintained by Seller tangible personal property listed on Exhibit F attached hereto (including any e-mail or other electronic data) used in connection with the ownership, use, operation, or maintenance of the Hotel-Related Units (collectively, the “Hotel Unit IP, Books and Records”).
(i) (x) All right, title and interest in and to the “Essex House” trademark, and any and all other tradenames, service marks, copyrights, domain names, menu and design features associated therewith, and (y) all of Seller’s rights, title and interest, in or to the trademarks, tradenames, service marks, copyrights or domain names, menus and design features relating to the Condominium Units and services thereat, together with all applications and rights, if any, to apply for the protection of any of the foregoing, to the extent assignable or transferable ((x) and (y), collectively, the “Intellectual Personal Property”).
(j) The advance reservations and Bookings for the Hotel-Related Units, as the same may be amended, canceled and renewed (the “Reservations”) and, except to the extent a proration credit is received by Purchaser, advance deposits made in respect thereof (the “Reservation Deposits”).
(k) Seller’s rights in and to that certain (i) Lease of Commercial Premises, dated June 1, 2012, between Seller, as lessor, and Danielli Fine Jewelry, as lessee (the “Jewelry Tenant”) (together with all amendments, modifications, supplements, extensions and related agreements, if any, thereto, the “Jewelry Lease”), and (ii) lease (the “Gift Shop Lease”; the Jewelry Lease and the Gift Shop Lease, collectively , the “Leases” and individually a “Lease”) to Abeer Corporation (the “Gift Shop Tenant”; the Jewelry Tenant and the Gift Shop Tenant, collectively , the “Tenants” and individually a “Tenant”), as well as all of Seller’s rights to the security deposit under the Leases (collectively, the “Tenant Deposits” and individual a “Tenant Deposit”). The Condominium UnitsLeasehold Estate, together with the Improvements relating thereto, are is referred to herein as the “Real Property”. The Real Property, together with the Personal PropertyLeases, the Intangible PropertyTenant Deposits, the Intangibles, Personal Property and the Property Contracts, the Hotel Unit IP, Books and Records, the Intellectual Property, the Reservations, the Reservation Deposits relating thereto, the Leases and the Tenant Deposits, are referred to herein collectively as the “Property”.
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