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Exhibit 2.1(b)
PURCHASE AND SALE AGREEMENT
AND ASSIGNMENT
OF LIMITED PARTNERSHIP INTEREST
THIS AGREEMENT and ASSIGNMENT, dated as of August 28, 1997,
by and between [Name of Class A Limited Partner], a [type of entity] having an
address at [address of Class A Limited Partner] ("Assignor") and IHP Investment
Company, L.L.C., a Delaware limited liability company having an address at
Foster Plaza Ten, 680 Andersen Drive, Pittsburgh, Pennsylvania 15220
("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor holds a [number of units] units of limited
partnership in IHP Holdings Partnership, L.P. (the "Partnership"), a
Pennsylvania limited partnership organized pursuant to that certain Agreement
of Limited Partnership of IHP Holdings Partnership, L.P. dated as of July 9,
1997, as amended and restated as of August 28, 1997 (the "Partnership
Agreement"); and
WHEREAS, Assignor desires to transfer and assign its entire
limited partnership interest in the Partnership to Assignee on the terms and
conditions hereinafter set forth, and Assignee is willing to accept such
assignment;
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby covenant and agree as
follows:
1. For the consideration described in Paragraph 5 hereof,
Assignor hereby transfers and assigns to Assignee Assignor's entire limited
partnership interest equal to a [percentage interest] limited partnership
interest in the Partnership, and Assignee hereby assumes the proportionate
share of all liabilities, duties and obligations of Assignor under the
Partnership Agreement attributable to Assignor's limited partnership interest
in the Partnership herein assigned.
2. Assignor represents and warrants to Assignee that (i)
Assignor has good, valid and unencumbered title to the limited partnership
interest in the Partnership herein assigned, (ii) the execution, delivery and
performance of this Agreement has been duly authorized by all required action
of Assignor's board of directors and shareholders, and no further action is
necessary to authorize this Agreement by Assignor, (iii) this Agreement does
not conflict with, constitute a breach of, or violate any obligations or
agreements to which Assignor is bound or subject and no consent or approval of
any person is required for Assignor's assignment as provided herein.
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3. Assignee represents and warrants to Assignor that, except
as contained in the immediately preceding paragraph 2, it has received no
representations or warranties from Assignor or Assignor's agents or
representatives regarding the Partnership or its assets, and that it has
acquired the limited partnership interest herein assigned solely for investment
on the basis of its own investigation.
4. Assignor and Assignee each represent to the other that
this Agreement constitutes their respective legal, valid and binding
obligation, enforceable by the other against each of them. All representations
and warranties shall survive the transfer of the interest to Assignee.
5. Assignor and Assignee acknowledge and agree that the total
consideration paid by Assignee for Assignor's limited partnership interest in
the Partnership herein assigned consists of (i) $230,000 per unit in cash paid
by Assignee to Assignor, receipt of which is hereby acknowledged, and (ii)
Assignee's assumption of, or the taking subject to, the proportionate share of
all the liabilities, duties and obligations of Assignor under the Partnership
Agreement attributable to Assignor's limited partnership interest in the
Partnership herein assigned.
6. Concurrently with the execution of this Agreement, IHP
Investment Company, L.L.C., as General Partner of the Partnership, shall remove
Assignor as a limited partner of the Partnership and admit Assignee as a
limited partner in Assignor's place and stead.
7. Assignor agrees to complete and execute the certification
attached hereto as Annex A and to deliver such certification to Assignee
simultaneously herewith.
8. Assignor and Assignee agree to execute, acknowledge and
record such other documents, and to take such other action, as may be
reasonably necessary or appropriate to carry out the intent of this Agreement.
Assignor hereby authorizes Assignee to execute on Assignor's behalf any
amendment to the Partnership Agreement reflecting the transfer herein by
Assignor to Assignee.
9. This instrument shall be governed by the laws of the State
of New York without reference to choice or conflict of law principles.
10. This instrument shall bind the parties and their
successors and assigns.
11. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original, and all of which
together shall be considered one and the same instrument.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this
Agreement as of the date first set forth above.
ASSIGNOR:
[Name of Class A Limited Partner]
By: /s/ [NAME OF CLASS A LIMITED PARTNER]
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ASSIGNEE:
IHP INVESTMENT COMPANY, L.L.C.
By: /s/ J. WILLIAM RICHARDSON
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Name: J. William Richardson
Title: Vice President
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ANNEX A
CERTIFICATION OF ASSIGNOR
1. If Assignor is an individual, please complete the following:
Section 1445 of the Internal Revenue Code provides a
transferee (buyer) of a U.S. real property interest must withhold tax
if the transferor (seller) is a foreign person. To inform the Assignee
that withholding of tax is not required upon my disposition of a U.S.
real property interest, the undersigned hereby certifies the
following:
(i) I am not a nonresident alien for purposes of U.S. income
taxation;
(ii) My U.S. Tax Identification Number (if any) is __________
______________________ and my U.S. Social Security Number (if
any) is _______________________; and
(iii) My addresses are as follows:
Home (if applicable): ______________________________________
____________________________________________________________
Business: __________________________________________________
____________________________________________________________
Telephone Number:
Home (if applicable):_______________________________________
Business:_______________________________________
I understand that this certification may be disclosed to the
Internal revenue Service by the Assignee and that any false statement
I have made here could be punished by fine, imprisonment or both.
Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it is
true, correct and complete.
2. If Assignor is an entity, please complete the following:
Section 1445 of the Internal Revenue Code provides a
transferee of a U.S. real property interest must withhold tax if the
transferor is a foreign person. To inform the Assignee that
withholding of tax is not required upon the disposition of a U.S. real
property interest, the undersigned hereby certifies the following on
behalf of the Assignor:
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(i) The Assignor is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms
are defined in the Internal Revenue Code and Income Tax
Regulations);
(ii) The Assignor's U.S. employer identification number is
__________; and
(iii) The Assignor's office address is_____________________
______________________________.
The Assignor understands that this certification may be
disclosed to the Internal revenue Service by the Assignee and that any
false statement I have made here could be punished by fine,
imprisonment or both.
Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it is
true, correct and complete, and I further declare that I have
authority to sign this document on behalf of the Assignor.
ASSIGNOR: [Name of Class A Limited Partner]
By: /s/ [NAME OF CLASS A LIMITED PARTNER]
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