Hotel Buy-Sell Agreement

This Hotel Buy-Sell Agreement ("Agreement") is made and entered into as of [Month Day, Year], by and between [Your Company Name], a company organized under the laws of [State] with its principal office located at [Your Company Address] ("Seller"), and [Buyer's Company Name], a company organized under the laws of [State] with its principal office located at [Buyer's Company Address] ("Buyer"). Seller and Buyer may be referred to individually as "Party" and collectively as "Parties".

Agreement

1. Purchase and Sale of Hotel

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, all of Seller's right, title, and interest in and to the Hotel, including all real property, improvements, fixtures, equipment, inventory, supplies, licenses, permits, and goodwill related to the Hotel (collectively, the "Property").

1.2 Purchase Price. The purchase price for the Property shall be $[0] dollars , payable as follows:

(a) Cash Deposit. Buyer shall pay to Seller a cash deposit of $[0] dollars upon execution of this Agreement, which deposit shall be credited toward the purchase price at Closing (as defined below).

(b) Balance. The balance of the purchase price shall be paid by Buyer to Seller at the closing of the transaction contemplated hereby (the "Closing") by wire transfer of immediately available funds.

2. Closing

2.1 Closing Date. The Closing shall take place on [Month Day, Year]], or such other date as the parties may mutually agree upon in writing (the "Closing Date").

2.2 Closing Documents. At the Closing, Seller and Buyer shall execute and deliver such documents, instruments, and agreements as may be necessary or desirable to consummate the transactions contemplated hereby, including, without limitation, a bill of sale, assignment and assumption agreements, and any other documents required to transfer title to the Property to Buyer.

3. Representations and Warranties

3.1 By Seller. Seller represents and warrants to Buyer that:

(a) Seller is the lawful owner of the Property, free and clear of all liens, encumbrances, and defects in title, except as otherwise disclosed to Buyer in writing.

(b) Seller has full power and authority to enter into this Agreement and to sell, transfer, convey, and deliver the Property to Buyer in accordance with the terms hereof.

3.2 By Buyer. Buyer represents and warrants to Seller that:

(a) Buyer has full power and authority to enter into this Agreement and to purchase and acquire the Property from Seller in accordance with the terms hereof.

(b) Buyer has obtained all necessary approvals and consents required to consummate the transactions contemplated hereby.

4. Miscellaneous

4.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether written or oral, relating to such subject matter. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement may only be amended, supplemented, or modified by a written agreement duly executed by both parties.

4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the [State], without regard to its conflicts of law principles. Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [State], and the parties hereby consent to the jurisdiction and venue of such courts.

4.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic mail (e.g., PDF) shall be deemed to be original signatures for all purposes. The exchange of copies of this Agreement and of signature pages by facsimile or electronic mail shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

4.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the maximum extent permitted by law, the economic, business, and other purposes of the invalid or unenforceable provision.

4.5 Notices. All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given:

(a) when delivered by hand,

(b) when sent by facsimile or electronic mail (with confirmation of receipt), or

(c) one business day after being sent by a nationally recognized overnight delivery service, to the addresses or facsimile numbers provided in this Agreement, or to such other addresses or facsimile numbers as may be specified in writing by the parties from time to time.

4.6 Waiver. No waiver of any term or provision of this Agreement shall be valid unless in writing and signed by the party against whom such waiver is sought to be enforced. No waiver of any term or provision of this Agreement shall be construed as a waiver of any other term or provision or as a continuing waiver of the same term or provision.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SELLER

[Your Company Name]

By:

[Your Name]

[Title]

BUYER

[Buyer's Company Name]

By:

[Full Name]

[Title]