Purchase and Sale
Subject to the terms, conditions and provisions set forth in this Agreement, at the Closing, each Seller shall sell, convey, transfer and assign and deliver to Buyer, and Buyer shall purchase and accept from each Seller in accordance with the terms of this Agreement, all of such Sellers right, title and interest to the property and assets set forth in Sections 2.1 2.5, but expressly excluding the Excluded Property (all of such property and assets as hereinafter described is collectively referred to as, the Property):
2.1 Land; Improvements. The Parcels, together with the land lying in the bed of any street or highway in front of or adjoining the Parcels to the center line thereof, all water and mineral rights, entitlements, development rights and all easements, rights and other interests appurtenant thereto (collectively with the Parcels, the Land), and the real property improvements to the Land, including, but not limited to, the hotel buildings constructed on the Land and commonly known as and located at the addresses set forth on Schedule I attached hereto; other buildings and structures, paving, landscaping, lighting, signs mechanical, heating, air conditioning, plumbing, electrical and ventilating systems and all fixtures and equipment servicing the buildings and the Land and which constitute real property under applicable Laws (collectively, the Improvements). The Land and the Improvements are sometimes referred to together as the Real Property and the hotels are sometimes referred to individually as a Hotel or collectively, as the Hotels
2.2 Personal Property. The following personalty of each Seller (collectively the Personal Property): (a) all furniture, furnishings, fixtures, vehicles, rugs, mats, carpeting, wall and window coverings, window treatments, appliances, kitchen, restaurant and bar equipment, devices, engines, telephone and other communications equipment, computer equipment and hardware, televisions and other video equipment, lighting and all other equipment located or to be located in each Hotel (the FF&E), (b) all items included within the definition of Property and Equipment under the Uniform System of Accounts and used in the operation of each Hotel, including, without limitation, linen, china, glassware, tableware, uniforms and similar items, subject to such depletion and replacement prior to the Closing Date as shall occur in the ordinary course of business (the Fixed Asset Supplies); (c) all Inventories as defined in the Uniform System of Accounts and used in the operation of each Hotel, such as provisions in storerooms, refrigerators, pantries, and kitchens, beverages in wine cellars and bars, other merchandise intended for sale or resale, food, fuel, mechanical supplies, stationery, guest supplies, maintenance and housekeeping supplies and other expensed supplies and similar items, whether in opened or unopened containers, subject to such depletion and restocking prior to the Closing Date as shall occur in the ordinary course of business (the Inventories), provided, however, that to the extent that any applicable Law prohibits the transfer of alcoholic beverages from any Seller to Buyer, such beverages shall not be considered a part of Inventories but subject to Section 12.2; and (d) to the extent in any Sellers possession or control, and assignable, all plans and specifications, if any, related to each Hotel, together with all books and records related to each Hotel.