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Purchase Contract

 

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Title:

Purchase Contract

Entities:

Interstate Hotels & Resorts Inc.; Marriott International Inc.; Eckert Seamans Cherin & Mellott; McGuireWoods

Date:

2006

Size:

Preview shows 8KB of 124KB total

Price:

$38

ID:

#2311691

 

 

► Purchase & Sale ► Purchase Agreements
► Services ► Hotels & Motels
► Services ► Legal

 

 

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PURCHASE CONTRACT
     This PURCHASE CONTRACT (this Contract) is made and entered into as of June 15, 2005, by and between INTERSTATE PITTSBURGH HOTEL HOLDINGS, L.L.C., a Delaware limited liability company (Seller), with its principal office at 4501 N. Fairfax Drive, Suite 800, Arlington, Virginia 22203, and APPLE SIX HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at                      , or its permitted assigns (Buyer).
RECITALS
     A. Seller is the fee simple owner of the Residence Inn by Marriott hotel located at 1500 Park Lane Drive, Pittsburgh, Pennsylvania.
     B. Buyer is desirous of purchasing such hotel property from Seller, and Seller is desirous of selling such hotel property to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.
AGREEMENT:
     NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINED TERMS
     1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:
     Affiliate shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.
     Appurtenances shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.
     Assumed Contracts shall have the meaning set forth in Section 8.11.
     Assumed Obligations shall have the meaning set forth in Section 8.11.
     Bills of Sale shall have the meaning set forth in Section 10.2(b).
     Brand shall mean Residence Inn by Marriott, the hotel brand or franchise under which the Hotel operates.
     Business Day shall mean any day other than a Saturday, Sunday or legal holiday in the Commonwealth of Virginia or the Commonwealth of Pennsylvania.

 


 

     Ceiling Amount shall have the meaning set forth in Section 8.8(d)(ii).
     Closing shall mean the closing of the purchase and sale of the Property pursuant to this Contract.
     Closing Date shall have the meaning set forth in Section 10.1.
     Contracts, Plans and Specs shall mean all construction and other contracts, plans, drawings, specifications, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports.
     Cutoff Time shall have the meaning set forth in Section 12.1.
     Damages shall have the meaning set forth in Section 8.8(a).
     Deductible Amount shall have the meaning set forth in Section 8.8(d)(i).
     Deed shall have the meaning set forth in Section 10.2(a).
     Deposits shall mean, to the extent assignable, all prepaid rents and deposits (including, without limitation, any reserves for replacement of FF&E and for capital repairs and/or improvements), refundable security deposits and rental deposits, and all other deposits for advance reservations, banquets or future services, made in connection with the use or occupancy of the Improvements; provided, however, that to the extent Seller has not received or does not hold all of the prepaid rents and/or deposits attributable to the Leases related to the Property, Buyer shall be entitled to a credit against the cash portion of the Purchase Price allocable to the Property in an amount equal to the amount of the prepaid rents and/or deposits attributable to the Leases transferred at the Closing of such Property, and provided further, that Deposits shall exclude (i) reserves for real property taxes and insurance, in each case, to the extent pro rated on the settlement statement such that Buyer receives a credit for (a) taxes and premiums in respect of any period prior to Closing and (b) the amount of deductibles and other self-insurance and all other potential liabilities and claims in respect of any period prior to Closing, and (ii) utility deposits.

 

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