Performance and Discharge Clause Samples

Performance and Discharge. 52 Schedule I - List of Assets and Owners Schedule II - List of Existing Debt Schedule III - Leases Schedule IV - Purchase Price Allocation Schedule V - Consents Schedule VI - Liens on Real Estate Assets Schedule VII - Liens on Joint Venture Interests Schedule VIII - Required Consents Schedule IX - Hazardous Materials Schedule X - Permits Schedule XI - Real Estate Contracts Schedule XII - Employee Benefit Plans Schedule XIII - Employees Subject to Existing Employment Agreements Schedule XIV - Intellectual Property Schedule XV - Pending Transactions Schedule XVI - Land Use Schedule XVII - Litigation Schedule XVIII - List of Subsidiary Non-Qualification Information Schedule XIX - Changes in Operations Schedule XX - Violations Schedule XXI - Trial Balance & Consolidated Financial Statements Schedule XXII - Insurance Schedule XXIII - Real Estate Related Accounts Schedule XXIV - Title Insurance Commitments or Other Reports Schedule XXV - Surveys EXHIBITS Exhibit A - Form of Special Warranty Deed Exhibit B - Form of ▇▇▇▇ of Sale Exhibit C - Form of Assignment and Assumption of Permits, Contracts and Leases Exhibit D - Form of Tenant Estoppel Statement Exhibit E - Form of Assignment and Assumption Agreement of Mortgage Loans Exhibit F - Form of Assignment of Trademarks Exhibit G - Severance Benefits Plan Exhibit H - Intentionally Omitted Exhibit I - Form of Title Affidavit Exhibit J - Form of Gap Indemnity Exhibit K - Form of FIRPTA Affidavit Exhibit L - Joint Direction Letter Exhibit M - Joint Instruction Letter PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 21st day of January, 2000, by and among ECHELON INTERNATIONAL CORPORATION, a Florida corporation ("Echelon"), and various of its subsidiaries signatory hereto (each, a "Subsidiary", and collectively, the "Subsidiaries") (Echelon and the Subsidiaries are collectively referred to herein as "Seller"), and ECHELON RESIDENTIAL LLC, a Delaware limited liability company ("Buyer"). All capitalized terms used herein shall have the meanings set forth in Section 1 hereof.

Performance and Discharge. 49 12.23 Section 351 of the Code.........................................49

Performance and Discharge. The acceptance by Buyer of the ------------------------- agreements, instruments and other documents contemplated in this Agreement conveying title to, or assigning Seller's rights and interests in, the Assets shall be deemed to be a full performance and discharge of every agreement and obligation on the part of Seller to be performed under this Agreement, except those, if any, where are herein specifically stated to survive delivery of such agreements, instruments and other documents.

Performance and Discharge. 52 (iii) SCHEDULES --------- Schedule I - List of Assets and Owners Schedule II - List of Existing Debt Schedule III - Leases Schedule IV - Purchase Price Allocation Schedule V - Consents Schedule VI - Liens on Real Estate Assets Schedule VII - Liens on Joint Venture Interests Schedule VIII - Required Consents Schedule IX - Hazardous Materials Schedule X - Permits Schedule XI - Real Estate Contracts Schedule XII - Employee Benefit Plans Schedule XIII - Employees Subject to Existing Employment Agreement Schedule XIV - Intellectual Property Schedule XV - Pending Transactions Schedule XVI - Land Use Schedule XVII - Litigation Schedule XVIII - List of Subsidiary Non-Qualification Information Schedule XIX - Changes in Operations Schedule XX - Violations Schedule XXI - Trial Balance & Consolidated Financial Statements Schedule XXII - Insurance Schedule XXIII - Real Estate Related Accounts Schedule XXIV - Title Insurance Commitments or Other Reports Schedule XXV - Surveys