Common use of Agreement to Buy and Sell Clause in Contracts

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following (hereinafter collectively referred to as the "Property"): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project

Agreement to Buy and Sell. Upon Subject to the terms and subject to the conditions set ------------------------- forth herein, Seller hereby agrees to sell and convey to Buyer at the Closing (as hereinafter defined)Buyer, and Buyer hereby agrees to buy acquire and take purchase from Seller, the Property; as used herein the term "Property" shall include (i) the Real Property together with all improvements and appurtenances thereto, located thereon, together with (ii) all personal property and fixtures, if any, owned by Seller at and used in the Closingoperation of the Real Property or the improvements thereon, and (iii) all of Seller's right, title, estate equity and interest interest, if any, in and to the following following: (hereinafter collectively referred to as the "Property"): (aA) the Project Seller's mineral, oil, gas and all other sub-surface rights and projects, oil rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral water rights and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or bodystock, if any, issued to or held by Seller and related to the ownership Real Property, (B) any and all sewer rights allocated to the Real Property, (C) all rights of Seller, if any, in and to any land lying in the bed of any street, road, avenue, or operation right-of-way in front of or adjoining the Real Property, (D) all transferable rights and entitlements of Seller, if any, to development of the ProjectReal Property granted by governmental or quasi-governmental bodies or entities having jurisdiction or authority over the Real Property, (E) any other appurtenances to the Real Property and (F) any and all transferable approvals (government or otherwise) and other transferable rights to the Seller's agreements, covenants or indemnifications received by Seller from a prior owner or any other third party relating to the Real Property (collectively the "Intangible Property"), to the extent transferable (the "Permits"); (e) assignable, all leases, written or oral, and tenancies with tenants with respect of which shall be assigned to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related Buyer pursuant to the ownership or operation Assignment of the ProjectIntangible Property hereinafter referred to.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, The Seller agrees to sell and convey to Buyer at the Closing Purchaser, and the Purchaser agrees to purchase from the Seller, all in the manner and upon and subject to the terms and conditions set forth in this Agreement, the Premises. The transfer of the Premises shall include the transfer of all of the Leases, the Licenses, the Tangible Personal Property and the Intangible Personal Property (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest such terms are defined in and to the following (hereinafter collectively referred to as the "Property"): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B APPENDIX A attached hereto and made a part hereof), and all of the Seller's interest in and to any and all Contracts (as defined in APPENDIX A attached hereto) that the Purchaser has elected not to have terminated as of the Closing Date (as defined in Section 4(a) below) together with all improvements thereon or therein (including all replacements or additions thereto between the date hereof (and the "Personal Property"Closing Date); and all systems, faculties, fixtures, machinery, equipment and conduits that provide fire protection, security, heat, exhaust, ventilation, air conditioning, electrical power, light, plumbing, refrigeration, gas, sewer and water thereto (d) including all licensesreplacements or additions thereto between the date hereof and the Closing Date); and all privileges, permitsrights, consentseasements, authorizationshereditaments and appurtenances thereto belonging; and all right, approvals title and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation interest of the ProjectSeller in and to any streets, to the extent transferable (the "Permits"); (e) all leasesalleys, written passages and other right of way included therein or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Projectadjacent thereto.