Contract analysis

Section 1. Conveyance of Personal Property For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor as constituting a portion of the Purchase Price of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) paid or to be paid pursuant to the PSA, Grantor hereby unconditionally and irrevocably sells, transfers, assigns, conveys, and delivers to Grantee, and its succe

Section 2. Excluded Property Notwithstanding anything to the contrary contained in this Bill of Sale, the Personal Property conveyed hereby expressly excludes the following items (collectively, the "Excluded Property"): (a) Any and all property owned by guests, tenants, licensees, concessionaires, or third-party vendors that may be located on or about the premises of the Hotel as of the Closing Date, which property i

Section 3. Warranty of Title Grantor hereby represents and warrants to Grantee, as of the Closing Date, as follows: (a) Grantor is the lawful owner of the Personal Property and has good and marketable title to the Personal Property. (b) The Personal Property is free and clear of all liens, security interests, pledges, mortgages, encumbrances, claims, charges, restrictions, conditional sales agreements, and other titl

Section 4. "AS IS" Condition; Disclaimer of Warranties EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY SET FORTH IN SECTION 3 ABOVE, AND EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF GRANTOR SET FORTH IN THE PSA (WHICH SHALL SURVIVE THE CLOSING TO THE EXTENT AND FOR THE PERIOD EXPRESSLY PROVIDED THEREIN), THE PERSONAL PROPERTY IS CONVEYED AND TRANSFERRED "AS IS, WHERE IS," IN ITS PRESENT CONDITION AND STATE OF

Section 5. Further Assurances Grantor hereby agrees to execute and deliver to Grantee, from time to time after the Closing Date, upon the reasonable request of Grantee and without the payment of any further consideration, such additional instruments, documents, certificates, and other assurances as Grantee may reasonably request to further evidence, confirm, or effectuate the sale, transfer, assignment, conveyance, a

Section 6. Binding Effect; Successors and Assigns This Bill of Sale shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. No party may assign its rights or obligations under this Bill of Sale except in connection with a permitted assignment under the PSA or a transfer of the Property, without th

Section 7. Governing Law This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Each party irrevocab

Section 8. PSA Controls In the event of any conflict, inconsistency, or ambiguity between the terms, conditions, or provisions of this Bill of Sale and the terms, conditions, or provisions of the PSA, the terms, conditions, and provisions of the PSA shall control and prevail in all respects. This Bill of Sale is intended to effectuate the conveyance of the Personal Property as contemplated by the PSA and is not inten

Section 9. Counterparts; Electronic Signatures This Bill of Sale may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. This Bill of Sale may be executed and delivered by any of the parties hereto by facsimile transmission or by electronic means, including by Portable