SHALL SURVIVE CLOSING AND ANY TERMINATION OF THIS AGREEMENT.
12.25
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document. Delivery by facsimile, or e-mail of a PDF
or TIF copy, of a counterpart of this Agreement executed by a party shall
constitute delivery by such party of such party's executed counterpart of this
Agreement.
[Text of the Agreement ends here, signature page follows]
3721766.8
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Gardere01 - 10003657v.4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
BUYER:
ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP,
a Delaware limited partnership
By:
Ashford Prime OP General Partner LLC
By:
/s/ DAVID BROOKS
Name:
David Brooks
Title:
Vice President
S-1
SELLER:
WTCC BEAVER CREEK INVESTORS V, L.L.C.,
a Delaware limited liability company
By:
WTCC Beaver Creek Alpha Mezz V, L.L.C.,
a Delaware limited liability company,
its Sole Member
By:
WTCC Beaver Creek Mezz V, L.L.C.,
a Delaware limited liability company,
its Sole Member
By:
Walton TCC Hotel REOC Investors V, L.L.C.,
a Delaware limited liability company,
its Managing Member
By:
Walton Acquisition REOC Holdings V, L.L.C.,
a Delaware limited liability company,
its Managing Member
By:
Walton Street Real Estate Fund V, L.P.,
a Delaware limited partnership,
its Managing Member
By:
Walton Street Managers V, L.P.,
a Delaware limited partnership,
its General Partner
By:
WSC Managers V, Inc.,
a Delaware corporation,
its General Partner
By:
/s/ Justin Leonard
Name:
Justin Leonard
Title:
Vice President
S-2
EXHIBIT LIST
EXHIBIT A
-
LEGAL DESCRIPTION
EXHIBIT B
-
DEPOSIT ESCROW AGREEMENT
EXHIBIT C
-
DEED
EXHIBIT D
-
PRELIMINARY LIST OF PERMITTED EXCEPTIONS
EXHIBIT E
-
FORM OF PARKING ASSIGNMENT
EXHIBIT F
-
BILL OF SALE
EXHIBIT G
-
LIST OF LEASES
EXHIBIT H
-
SELLER CLOSING CERTIFICATE
EXHIBIT I
-
CERTIFICATE OF NON-FOREIGN STATUS
EXHIBIT J
-
GAP INDEMNITY
EXHIBIT K
-
OWNER'S CERTIFICATE AS TO DEBTS, LIENS AND PARTIES IN POSSESSION
EXHIBIT L
-
BUYER CLOSING CERTIFICATE
EXHIBIT M
-
LITIGATION
EXHIBIT N
-
NON-COMPLIANCE NOTICES FROM GOVERNMENTAL AGENCIES
EXHIBIT O
-
AGREEMENTS AND EQUIPMENT LEASES
EXHIBIT P
-
LIST OF ENVIRONMENTAL REPORTS
EXHIBIT Q
-
ESCROW INSTRUCTIONS
EXHIBIT R
-
POST-CLOSING ESCROW AGREEMENT
EXHIBIT S
-
ESTOPPEL FORMS
EXHIBIT T
-
FORM OF ASSIGNMENT OF ALLEGRIA SPA LEASE
EXHIBIT U
-
FORM OF ASSIGNMENT OF HYATT MANAGEMENT AGREEMENT
EXHIBIT V
-
FORM OF ASSIGNMENT OF MANAGEMENT AGREEMENTS
3721766.8
EXHIBIT A
LEGAL DESCRIPTION OF UNITS
Parcel One:
Hotel Unit and Condominium Units C-1, C-2, C-3, C-4, C-5, C-6, C-7, C-8, C-9,
C-10, C-11, C-12, C-13, C-14, Beaver Creek Hotel A Condominium, according to the
Condominium Map recorded March 8,1990 in Book 524 at Page 176 and Amended Plat
and Condominium Map First Amendment, Beaver Creek Hotel A Condominium, a
Re-Configuration of Units C-6, C-7, C-12, C-13 and Hotel Unit recorded April 12,
2005 at Reception No. 911872, and Amended Plat and Condominium Map -