Employee.
"Tax Authority" means a Governmental Authority having jurisdiction over the
assessment, determination, collection or imposition of any Tax.
"Tax Returns" means all returns (including information returns), declarations,
reports, estimates and statements regarding Taxes required to be filed with any
Tax Authority.
4
"Taxes" means all taxes, and any charges, fees, imposts or other assessments
with respect thereto, including all gross receipts, net income, sales, use, ad
valorem, value added, transfer, franchise, license, withholding, payroll,
employment, excise, estimated, severance, stamp, occupation and property taxes,
tariffs and customs duties, together with any interest and any penalties,
additions to tax or additional amounts imposed by any Tax Authority.
"Transaction Agreements" means this Agreement, the Assignment and Assumption
Agreements, the Deeds, the Escrow Agreement, the Pre-Opening Services Agreements
and the Parking Lot Lease Contract, including any exhibits or attachments to any
of the foregoing, as the same may be amended from time to time.
Section 1.02 Terms Defined Elsewhere in this Agreement.
Term
Section
Accountants
12.02
Additional Deposit
2.06(e)
Agreement
Preamble
Allocation Statement
2.06(b)
Apportioned Tax Obligations
7.01(b)
Apportionment Date
12.01
Apportionment Principles
12.02
Assignment and Assumption Agreements
2.07(b)(ii)
Assumed Contracts
2.03(a)
Assumed Franchise Agreement
5.04
Assumed Indebtedness
2.03(b)
Assumed Liabilities
2.03
Bankruptcy Code
3.19
Basket
9.02(a)
Buyer
Preamble
Buyer Indemnified Parties
9.02(a)
Cap
9.02(a)
Certificates of Occupancy
5.05
Charlottesville Closing
5.16
Charlottesville Indebtedness
5.16
Closing
2.07(a)
Closing Payment
2.06(a)(ii)
Competing Operations
6.01
Confidential Information
6.07
Construction Closing
5.05
Construction Hotel
5.05
Courtyard South Ground Landlord
2.01(a)(iv)(B)
Courtyard South Ground Lease
2.01(a)(iv)(B)
Current Ledger
12.01(a)
Damages
9.02(a)
Deed
2.07(b)(iii)
Delayed Closing
2.07(a)(ii)
5
Delayed Closing Date
2.06(a)(iii)
Delayed Closing Payment
2.06(a)(iii)
Deposit
2.06(e)
Drop Dead Date
10.01(a)(ii)
Due Diligence Materials
5.02(a)
Due Diligence Period
5.02(b)
Employee Schedule
6.08
Environmental Permits
3.18(b)
Equipment Leases
2.01(a)(v)
ERISA Affiliate
3.17(c)
Escrow Agent
2.06(e)
Escrow Agreement
2.06(e)
Excluded Assets
2.02
Excluded Hotels
2.02(a)
Excluded Liabilities
2.04
FF&E
2.01(a)(iii)(A)
Financial Statements
3.06
Fixed Asset Supplies
2.01(a)(iii)(B)
Franchise Agreement Costs
5.06(b)
Franchise Application Fees
5.04
Ground Landlord Estoppel
5.09
Guarantor
Preamble
Holiday Inn Beachside Ground Landlord/Joyner
2.01(iv)(A)
Holiday Inn Beachside Ground Landlord/Smith
2.01(iv)(A)
Holiday Inn Beachside Ground Lease/Joyner
2.01(iv)(A)
Holiday Inn Beachside Ground Lease/Smith
2.01(iv)(A)
Holiday Inn Sunspree
6.01
Hotel Contracts
2.01(a)(v)
Hotel Improvements
2.01(a)(ii)
Improvements
3.12(c)
Indemnified Party
9.03(a)
Indemnifying Party
9.03(a)
Initial Closing
2.07(a)(i)
Initial Closing Date
2.06(a)(ii)
Initial Deposit
2.06(e)
Inventories
2.01(a)(iii)(C)
Jefferson Pilot Land
5.13
JP Expenses
5.17
Land
2.01(a)(i)
Laundry Facility
Recitals
Leased Real Property
3.12(a)
Material Assumed Contract
3.09(b)
Material Contracts
3.09(a)
Non-Assumed Indebtedness
5.07
Objection Notice
5.03(b)
Obligations
13.14
6
Oceanside Closing
5.15
Oceanside Indebtedness
5.15
Owned Real Property
3.12(a)
Parking Lot
Recitals
Parking Lot Lease Contract
6.05
Parking Lot Lessee
6.05
Parties
Preamble
Party
Preamble
Permitted Exceptions
5.03(d)
Permitted Liens
3.08
Personal Property
2.01(a)(iii)(E)
Post-Closing Tax Period
7.01(b)
Pre-Opening Services Agreement
6.03
Property Improvement Plan
5.06(a)
Purchase Price
2.06(a)(i)
Purchased Assets
2.01
Purchased Hotel
Recitals
Real Property
3.12(a)
Refusal
5.03(c)
Residence Inn
6.05
Retained Indebtedness
2.04(h)
Seller Indemnified Parties
9.02(b)
Sellers
Preamble
Sheraton Oceanfront Ground Landlord
2.01(a)(iv)(C)
Sheraton