Assets of Real Estate Company

Sale of all assets of EHT US1, Inc. which includes:

1. all easements or licenses benefitting the Land; all streets alleys and rights of way, open or proposed in front of or adjoining or servicing all or any part of the Land; all strips and gores in front of or adjoining all or any part of the Land; easements, tenements and hereditaments appurtenant to the Land or used in connection with the beneficial use and enjoyment of the Land or the Improvements included in the Assets or in any way appertaining to the Land or Improvements;
2. all furniture, furnishings, fixtures, rugs, vehicles, mats, carpeting, appliances, devices, engines, telephone and other communications equipment, televisions and other video equipment, cameras, security systems, plumbing fixtures and other equipment, and all other equipment and other items of tangible personal property which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Hotels and are used primarily in connection with the operation of the Hotels (but not including items which are leased by Seller or owned or leased by any third party) (the “FF&E”);
3. Subject to Section 4.2(a) of the Stalking Horse Agreement, all development rights, air rights, wind rights, riparian rights, and water stock relating to the Land; (B) all other rights, benefits, licenses, interests, privileges, permits and authorizations benefiting the Land (excluding the Liquor Licenses); and (C) all licenses, permits and authorizations presently issued to and held by Seller in connection with the operation of all or any part of the Hotels as it is presently being operated (the “Licenses and Permits”);
4. all warranties, if any, issued to Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Hotels (the “Warranties”);
5. all bookings and reservations for guest, conference, meeting and banquet rooms or other facilities at the Hotels for dates from and after the Closing Date (the “Bookings”), together with all deposits held by Seller with respect thereto;
6. to the extent in Seller’s possession or control, all surveys, architectural, engineering blueprints, and plans and specifications, if any, related to the Hotels, all current books and record (including, without limitation, customer and guest lists), if any, related exclusively to the Hotels, and any goodwill of Seller related to the Hotels; provided, however, that Seller may retain a copy of all books and records;
7. all items included within the definition of “Property and Equipment” under the Uniform System of Accounts for the Lodging Industry, Eleventh Revised Edition, as published by the Hotel Association of New York City, Inc. (the “Uniform System of Accounts”) and used primarily in the operation of the Hotel (including, without limitation, linen, china, glassware, tableware, uniforms and similar items, subject to ordinary depletion prior to the Closing Date; provided, that, there shall be no depletion of the same with respect to the Closed Hotels other than in connection with caretaking and maintenance) (the “Property and Equipment”);
8. all “Inventories” as defined in the Uniform System of Accounts and used primarily in the operation of the Hotels, such as provisions in storerooms, refrigerators, pantries, and kitchens, beverages in wine cellars and bars, other merchandise intended for sale or resale, fuel, mechanical supplies, stationery, guest supplies, maintenance and housekeeping supplies and other expensed supplies and similar items and including all food and beverages which are located at the Hotels, or ordered for future use at the Hotels as of the Closing, but expressly excluding any alcoholic beverages to the extent the sale or transfer of the same is not permitted under Applicable Law (the “Inventories”);
9. all merchandise located at the Hotels and held for sale to guests and customers of the Hotels, or ordered for future sale at the Hotels as of the Cut-Off Time, but not including any such merchandise owned by any third party (“Retail Merchandise”);
10. all names, tradenames, trademarks, service marks, logos, telephone and fax numbers, domain names, website names, social media sites (such as Facebook or Twitter) and other similar proprietary rights and all registrations or applications for registration of such rights used by Seller exclusively in the operation of the Hotels (the “Intangible Property”); and
11. all other property, assets, rights or interests owned or held by Seller and located at the Hotels or otherwise used primarily in the ownership of the Hotels or operation of the business at the Hotels other than the excluded property described in section 2.1(c) of the Stalking Horse Agreement (the “Miscellaneous Assets”).