Agreement for Sale and Purchase of Membership Interests
Category: 270 Legal Recent Posts, Hotel, Purchase Agreement
AGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTS
THIS AGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTS (this “Agreement”) is made this 29th day of May, 2007 (the “Effective Date”), by and between CIMS LIMITED PARTNERSHIP, an Illinois limited partnership (“Seller”), and DND HOTEL JV PTE LTD, a company formed under the laws of Singapore (“Purchaser”).
RECITALS:
A. Seller owns all of the membership interests in Seller Mezz II; Seller Mezz II owns all of the membership interests in Seller Mezz I; Seller Mezz I owns all of the membership interests in Owner; and Owner owns the fee interest in the Land, the improvements and buildings on the Land and related amenities, commonly referred to as the Intercontinental Chicago (the “Hotel”).
B. Seller desires to sell, and Purchaser desires to purchase, the Purchaser Prorata Share of the Membership Interests (as hereinafter defined) upon and subject to the terms and conditions hereinafter set forth.
AGREEMENTS:
NOW, THEREFORE, in consideration of the representations, warranties, agreements, covenants, and conditions contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
ARTICLE I
DEFINITIONS AND REFERENCES
1.01 Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:
Accountants: Shall have the meaning given such term in Section 7.06.
Account Cash: The balances of all cash and securities and other instruments held by Owner, Operating Lessee or by Manager for the benefit of Owner, Operating Lessee or the Property (including but not limited to any sums held in reserve by Owner’s lenders) and deposited, held, or contained in any account, bank, or vault, except for Cash-On-Hand and Deposits.
Accounts Payable: Shall mean all accounts payable with regard to the Hotel prior to the Cut-Off Time.
Accounts Receivable: All accounts receivable with regard to the Hotel as of the Cut-off Time whether or not a bill or statement has been presented to the person owing such amount except for amounts owing by guests that are in occupancy at the Cut-off Time and amounts owing relating to functions which are in progress as of the Cut-off Time.
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