Extract to table

00) (the "Purchase Price"), subject to the terms, conditions, and provisions set forth therein; WHEREAS, the PSA contemplates, among other things, the conveyance by Grantor to Grantee of all tangible personal property located at and used in connection with the operation of the Hotel, which is a 42-key full-service boutique hotel, including, without limitation, all furniture, fixtures, and equipment, inventories, supplies, food and beverage stocks, and other personal property of Grantor situated at or pertaining to the Hotel and its operations; WHEREAS, this Bill of Sale is being executed and delivered by Grantor at the closing of the transactions contemplated by the PSA (the "Closing") on the Closing Date, pursuant to and in accordance with the terms and conditions of the PSA; and WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the PSA

To the extent of any inconsistency between the general descriptions set forth in this Section 1 and the category descriptions set forth in Exhibit A, the broader description shall control, it being the intent of the parties that all tangible personal property owned by Grantor and located at or used in connection with the Hotel as of the Closing Date shall be conveyed to Grantee hereunder, subject only to the exclusions expressly set forth in Section 2 below

(d) Grantor's books and records (including financial records, tax returns, organizational documents, and internal correspondence), except to the extent that copies of such books and records are expressly required to be delivered to Grantee under the terms of the PSA, in which case such copies (but not the originals) shall be provided to Grantee in accordance with the PSA

The representations and warranties of Grantor set forth in this Section 3 shall survive the Closing for the period expressly provided in the PSA and shall not be merged into or extinguished by the delivery of this Bill of Sale or any other instrument or document delivered at Closing

All such instruments, documents, and assurances shall be in form and substance reasonably satisfactory to both parties and their respective counsel

Grantor's obligations under this Section 5 shall survive the Closing for a period of twelve (12) months following the Closing Date