Common use of Property Identification Clause in Contracts

Property Identification. Subject to the terms and provisions hereof, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller: (a) Fee simple title to all of the land located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, more particularly described on Exhibit 1(a) attached hereto, together with all privileges, rights, easements, and appurtenances belonging to such land and all right, title and interest (if any) of Seller in and to any streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). (b) The three (3) story office/laboratory building containing approximately 179,855 square feet (as per the modified BOMA standards) of floor area located on the Land and all other structures and other improvements situated upon the Land and all fixtures, systems and facilities owned by Seller and located on the Land (collectively, the “Improvements”). (c) All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located at or used in connection with the operation of the Land or Improvements, including the tangible personal property listed on Exhibit 1(c) attached hereto, but specifically excluding those items of personal property set forth on the attached Exhibit 1(c-1) (collectively, the “Personal Property”). (d) All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title and interest in all (i) warranties, guaranties and indemnities by and claims against third parties relating to components of the Improvements or Personal Property (including without limitation, any guarantees or warranties, if any, with respect to the roof, heating system and other building systems), (ii) licenses, permits, approvals, development rights, certificates, variances, consents and similar documents evidencing rights relating to the Land or the Improvements, (iii) logos and trade names currently used in the operation of the Land and Improvements, and (iv) plans, specifications, drawings, surveys, engineering and other design products, soils (including borings) tests and reports, project budgets and schedules, and other technical descriptions and documents relating to the Land, Improvements and Personal Property, in each case only to the extent that Seller has such items in its possession or within its control after reasonable efforts and may legally transfer the same (collectively, the “Intangible Property”). (e) All of Seller’s rights, if any, in all service, supply and equipment rental contracts affecting the Land or Improvements (collectively, the “Property Contracts”) including, without limitation, those Property Contracts listed on Exhibit 1(f) attached hereto, to the extent Seller is entitled to transfer the same to Purchaser and Purchaser does not elect to have Seller terminate them in accordance with Section 5.2 below. The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Intangible Property and Property Contracts are hereinafter sometimes referred to collectively as the “Property.”

Property Identification. Subject to the terms and provisions hereof, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, subject only to the Permitted Exceptions and to all other terms, covenants and conditions set forth herein, all of Seller’s right, title and interest in and to the following: (a) Fee simple title to all of the land located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, more particularly described on Exhibit 1(a1.1(a) attached hereto, together with all privileges, rights, easements, easements and appurtenances belonging to such land land, and all right, title and interest (if any) of Seller in and to any streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “LandFee Estate”). (b) The three (3) story office/laboratory building containing approximately 179,855 square feet (as per the modified BOMA standards) of floor area buildings located on the Land Fee Estate, including specifically the hotel commonly known as The ▇▇▇▇-▇▇▇▇▇▇▇, Laguna Niguel (the “Hotel”) and all other structures and other improvements situated upon the Land Fee Estate and all fixtures, systems and facilities owned by Seller and located on the Land Fee Estate (collectively, the “Improvements”). Seller is not making any representations relating to, and specifically disclaims any rights in, “The Ritz Carlton” name and any related marks. (c) All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, installed or located at or used in connection with the operation of the Land or ImprovementsReal Property, including including, without limitation, the tangible personal property listed on Exhibit 1(c) attached hereto, but specifically excluding those items of personal property set forth on the attached Exhibit 1(c-1) (collectively, the “Personal Property”). (d) All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title and interest in all (i) warranties, guaranties and indemnities by and claims against third parties relating to components of the Improvements or Personal Property (including without limitation, any guarantees or warranties, if any, with respect to the roof, heating system and other building systems), (ii) licenses, permits, approvals, development rights, certificates, variances, consents and similar documents evidencing rights relating to the Land or the Improvements, (iii) logos and trade names currently used in the operation of the Land and Improvements, and (iv) plans, specifications, drawings, surveys, engineering and other design products, soils (including borings) tests and reports, project budgets and schedules, and other technical descriptions and documents relating to the Land, Improvements and Personal Property, in each case only to the extent that Seller has such items in its possession or within its control after reasonable efforts and may legally transfer the same (collectively, the “Intangible Property”). (e) All of Seller’s rights, if any, in all service, supply and equipment rental contracts affecting the Land or Improvements (collectively, the “Property Contracts”) including, without limitation, those Property Contracts listed on Exhibit 1(f) attached hereto, to the extent Seller is entitled to transfer the same to Purchaser and Purchaser does not elect to have Seller terminate them in accordance with Section 5.2 below. The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Intangible Property and Property Contracts are hereinafter sometimes referred to collectively as the “Property.”1.1