Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”): (a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property; (b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”); (c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”); (d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and (e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 6 contracts
Sources: Purchase and Sale Agreement (Corporate Realty Income Fund I L P), Purchase and Sale Agreement (Corporate Realty Income Fund I L P), Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Property. Subject to Schedule 6.23 and the terms and conditions hereof, Seller hereby agrees property condition reports for the Initial Pool Properties delivered to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller the Agent on or before the Closing Date (as defined in Section 4.1 below) the following (collectivelyDate, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); Pool Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, (ii) all air rightsof the other Real Estate of the Borrower, excess floor area rights the Guarantors and other development rights relating or appurtenant their respective Subsidiaries is structurally sound, in good condition and working order, subject to the ordinary wear and tear, except for such portion of such Real Property or the Improvements; Estate which is not occupied by any tenant and where such defects have not had and could not reasonably be expected to have a Material Adverse Effect, (iii) all rights to obtain utility service in connection with the Improvements Real Estate, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands and tidelands (but excluding for purposes of this §6.23, Environmental Laws) except where a failure to so comply as to Real Property; Estate other than the Pool Properties has not and could not reasonably be expected to have a Material Adverse Effect, (iv) all assignable licenses water, sewer, electric, gas, telephone and other governmental utilities necessary for the use and operation of the Pool Properties are installed to the property lines of the Pool Properties through dedicated public rights of way or through perpetual private easements approved by the Agent and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and permissions relating are adequate to service the Building in compliance with Applicable Law, (v) the streets abutting the Pool Properties are dedicated and accepted public roads, to which the Pool Properties have direct access (or indirect access via recorded easements that are insured without exception pursuant to the related Title Policy) by trucks and other motor vehicles and by foot, or are perpetual private ways (with direct access by trucks and other motor vehicles and by foot to public roads) to which the Pool Properties have direct access approved by the Agent (or indirect access via recorded easements that are insured without exception pursuant to the related Title Policy), (vi) sufficient private ways providing access to the Pool Properties are zoned in a manner which will permit access to the Building over such ways by trucks and other commercial and industrial vehicles, (vii) there are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Real Estate which are payable by the Borrower, any Guarantor or any of their respective Subsidiaries (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (viii) each Real Estate asset is separately assessed for purposes of real estate tax assessment and payment, (ix) there are no unpaid or outstanding real estate or other taxes or assessments on or against any other property of the Borrower, the Guarantors or any of their respective Subsidiaries which are payable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (x) there are no pending, or to the knowledge of the Borrower, threatened or contemplated, eminent domain proceedings against any Pool Property or any material portion of any other Real Estate, (xi) none of the Pool Property or any material portion of any other Real Estate is now damaged as a result of any fire, explosion, accident, flood or other casualty, (xii) none of the Borrower, the Guarantors or any of their respective Subsidiaries has received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Real Estate or canceling or threatening to cancel any policy of insurance, and each of the Real Estate assets complies with the material requirements of all of the Borrower’s, Guarantors’ and their respective Subsidiaries’ insurance carriers, (xiii) no person or entity has any right or option to acquire any Real Estate or any Building thereon or any portion thereof or interest therein, except for certain tenants of such Real Estate not constituting Pool Properties pursuant to the terms of their Leases and tenants in common under applicable tenant in common agreements, (xiv) neither the Borrower nor any Subsidiary Guarantor is a party to any Management Agreements for any of the Pool Properties except as has been delivered to Agent, (xv) to the best knowledge of the Borrower and any Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Pool Property or its operation by any party to any service agreement or Management Agreement, and (xvi) there are no material agreements not otherwise terminable upon 30 days’ notice pertaining to any Pool Property, the Improvements any Building thereon or the operation thereof, or maintenance of either thereof other than as described in this Agreement (including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (vSchedules hereto) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Title Policies.
Appears in 6 contracts
Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Property. Subject to Schedule 6.23 and the terms and conditions hereof, Seller hereby agrees property condition reports for the Initial Mortgaged Properties delivered to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller the Agent on or before the Closing Date (as defined in Section 4.1 below) the following (collectivelyDate, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); Mortgaged Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, (ii) all air rightsof the other Real Estate of the Borrower, excess floor area rights the Guarantors and other development rights relating or appurtenant their respective Subsidiaries is structurally sound, in good condition and working order, subject to the ordinary wear and tear, except for such portion of such Real Property or the Improvements; Estate which is not occupied by any tenant and where such defects have not had and could not reasonably be expected to have a Material Adverse Effect, (iii) all rights to obtain utility service in connection with the Improvements Real Estate, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands and tidelands (but excluding for purposes of this §6.23, Environmental Laws) except where a failure to so comply as to Real Property; Estate other than the Mortgaged Properties has not and could not reasonably be expected to have a Material Adverse Effect, (iv) all assignable licenses water, sewer, electric, gas, telephone and other governmental utilities necessary for the use and operation of the Mortgaged Properties are installed to the property lines of the Mortgaged Properties through dedicated public rights of way or through perpetual private easements approved by the Agent with respect to which the applicable Mortgage creates a valid and enforceable first lien and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and permissions relating are adequate to service the Building in compliance with applicable law, (v) the streets abutting the Mortgaged Properties are dedicated and accepted public roads, to which the Mortgaged Properties have direct access by trucks and other motor vehicles and by foot, or are perpetual private ways (with direct access by trucks and other motor vehicles and by foot to public roads) to which the Mortgaged Properties have direct access approved by the Agent and with respect to which the applicable Mortgage creates a valid and enforceable first lien, (vi) sufficient private ways providing access to the Mortgaged Properties are zoned in a manner which will permit access to the Building over such ways by trucks and other commercial and industrial vehicles, (vii) there are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Real Estate which are payable by the Borrower, any Guarantor or any of their respective Subsidiaries (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (viii) each Real Estate asset is separately assessed for purposes of real estate tax assessment and payment, (ix) there are no unpaid or outstanding real estate or other taxes or assessments on or against any other property of the Borrower, the Guarantors or any of their respective Subsidiaries which are payable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (x) there are no pending, or to the knowledge of the Borrower, threatened or contemplated, eminent domain proceedings against any Mortgaged Property or any material portion of any other Real Estate, (xi) none of the Mortgaged Property or any material portion of any other Real Estate is now damaged as a result of any fire, explosion, accident, flood or other casualty, (xii) none of the Borrower, the Guarantors or any of their respective Subsidiaries has received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Real Estate or canceling or threatening to cancel any policy of insurance, and each of the Real Estate assets complies with the material requirements of all of the Borrower’s, Guarantors’ and their respective Subsidiaries’ insurance carriers, (xiii) no person or entity has any right or option to acquire any Real Estate or any Building thereon or any portion thereof or interest therein, except for certain tenants of such Real Estate not constituting Mortgaged Properties pursuant to the terms of their Leases and tenants in common under applicable tenant in common agreements, (xiv) neither the Borrower nor any Subsidiary Guarantor is a party to any Management Agreements for any of the Mortgaged Properties except as has been delivered to Agent, (xv) to the best knowledge of the Borrower and any Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Mortgaged Property or its operation by any party to any service agreement or Management Agreement, and (xvi) there are no material agreements not otherwise terminable upon 30 days’ notice pertaining to any Mortgaged Property, the Improvements any Building thereon or the operation thereof, or maintenance of either thereof other than as described in this Agreement (including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (vSchedules hereto) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Title Policies.
Appears in 4 contracts
Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT, Inc.), Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Property. Subject to the terms and conditions hereofAs used herein, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) ” shall mean the Real Property, which is legally described on Exhibit A attached hereto, together with any Land and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of SellerOptionor’s right, title and interest, if any, interest in and to (i) all mineralsadjacent streets, oilalleys and rights of way appertaining to the Land, gas together with all of the rights, benefits, licenses, interests, privileges, easements, tenements, hereditaments and appurtenances on the Land or in anywise appertaining to the Land, (ii) all buildings, structures, fixtures and other hydrocarbon substances on and under the Real Property;
(b) all buildings located improvements situated on the Real Property, Land or hereinafter constructed or acquired and all other improvements and fixtures located situated on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services theretoLand, but excluding any fixtures owned by tenants any tenant or other occupant of the Land or Improvements (all of which are collectively referred to each, a “Tenant”) under a Lease (as hereinafter defined) (the “Improvements”);
, (ciii) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on on, and used in connection with, the Land and the Improvements, including, without limitation, all building materials, supplies, hardware, carpeting and other inventory located on or in the Land or the Improvements and maintained in connection with the Real Property ownership and Improvementsoperation of the Land, including without limitation the personal property listed on Schedule 1 but excluding any such items owned by Tenants (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses leases, subleases, licenses, and other governmental permits and permissions occupancy agreements relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property Land or the Improvements and, to the extent they the following items are in effect on assignable and relate solely to the date of Closing Land, the Improvements and/or the Personal Property (collectively collectively, the “Leases”), together with all current rents and other sums due thereunder from and after the “Closing Date” (as defined below) (collectively, the “Rents”) and any and all cash security deposits deposits, letters of credit and other credit enhancements delivered by any Tenant in connection therewith which have not been applied to the satisfaction of the obligations under the Leases prior to the Closing Date in accordance with the terms of this Agreement (the “Security Deposits”). The Leases, and (v) all assignable service contracts and agreements, governmental permits, entitlements, licenses and approvals, warranties and guarantees received in each case together connection with the current monthly rent and Security Deposit relative any work or services performed with respect thereto, are set forth on Schedule 4 (or equipment installed therein, tenant lists, advertising material, telephone exchange numbers, all trademarks and tradenames, non-confidential books, records and property files and the “Rent Roll”)declarant” or the benefiting party’s interest under any covenants, conditions and restrictions, reciprocal easement or parking agreements or similar documents or instruments affecting the Land and/or the improvement.
Appears in 3 contracts
Sources: Option Agreement (Younan Properties Inc), Option Agreement (Younan Properties Inc), Option Agreement (Younan Properties Inc)
Property. Subject In consideration of the provisions of this Mortgage and the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Mortgagor, Mortgagor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Mortgagee the following: Mortgagor’s interest in the Oil and Gas Lease (together with all rights of Mortgagor thereunder), filed of record with the County Clerk for E▇▇▇▇▇▇ County and the leasehold estate created thereby in and to the terms real property described in Exhibit A which is attached hereto and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date incorporated herein by reference (as defined in Section 4.1 below) the following (collectively, the “PropertyLand”):
) together with Mortgagor’s interest under the Oil and Gas Lease in and to: (a) the Real Propertyproperties described in Exhibit B and attached hereto and made a part hereof, which is legally described whether such properties are in the nature of fee interests, leasehold interests, licenses, concessions, working interests, farmout rights, royalty, overriding royalty, or other non-working or carried interests, operating rights or other mineral rights of every nature, and any rights that arise by operation of law or otherwise in all such properties and lands covered thereby and pooled, unitized, communitized or consolidated with such properties (the “Leases”); (b) all oil, condensate or natural gas w▇▇▇▇, water source w▇▇▇▇, and water and other types of injection and disposal w▇▇▇▇ either located on Exhibit A attached heretothe Leases or on lands pooled or unitized therewith or held for use in connection with the Leases, whether producing, operating or shut-in (the “W▇▇▇▇”); (c) all severed crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Leases and located on the Leases below the sales connection(s) on the Effective Date of the Oil and Gas Lease (the “Substances”); (d) all property, fixtures, leases, improvements, oil field equipment, and physical facilities or interests therein, that are used or concurrently held for use in connection with the ownership or operation of the Leases and W▇▇▇▇, including, without limitation, tanks and tank batteries, disposal facilities, storage facilities, buildings, structures, field separators and liquid extractors, compressors, pumps, pumping units, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, implements, tools, appliances, cables, wires, towers, casing, tubing and rods, gathering lines or other pipelines, filed gathering systems, and all other similar fixtures and equipment (the “Equipment”); (e) all contracts, commitments, agreements and arrangements that in any way relate to the Leases and W▇▇▇▇ including, without limitation, all leases, easements, privileges, right-of-way agreements, permits, servitudes, licenses or other agreements relating to the use or ownership of surface and subsurface properties and structures that are used or held for use in connection with the exploration, production and transportation of Substances from the Leases or W▇▇▇▇, and all existing or proposed unitization, pooling and commercialization agreements, declarations and orders to the extent they relate to or affect the Leases and W▇▇▇▇, all options, farmout agreements, exploration agreements, all oil, gas liquids, condensate casinghead gas and gas sales, purchase, exchange, gathering, transportation and processing contracts, all operating agreements, and all agreements for the production, storage, treatment, transportation, processing, purchase, sale or other disposal of Substances from the Leases and W▇▇▇▇ or in connection therewith, and any and all amendments, ratifications or extensions of the foregoing, together with any and (i) all rights, privileges and easements appurtenant thereto benefits of TEHI LLC or Mortgagor thereunder arising on or after the Effective Date of the Oil and Gas Lease, (ii) all claims for take-or-pay or other similar payments arising before or after the Effective Date of the Oil and Gas Lease, and (iii) rights of subrogation for any claims that are owned arise on or after the Effective Date of the Oil and Gas Lease under any insurance policy held by Seller, including without limitation TEHI LLC or Mortgagor; (f) all of SellerMortgagor’s right, title and interest, if any, in in, under and to (i) Mortgagor’s rights, but not liability for any breach by Mortgagor, under all mineralscommitments (including any commitments for financing to pay any of the Secured Indebtedness, oilas defined below), gas insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the W▇▇▇▇ or Equipment and other hydrocarbon substances on contracts and under general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Real Property;
W▇▇▇▇ or Equipment or the operation thereof; (bii) all buildings located on deposits and deposit accounts arising from or related to any transactions related to the Real PropertyLeases, Substances, W▇▇▇▇ or Equipment (including but not limited to Mortgagor’s rights in tenants’ security deposits, deposits with respect to utility services to the Leases, Substances, W▇▇▇▇ or Equipment, and all any deposits or deposit accounts or reserves hereunder or under any other improvements Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts, (including deposit accounts) instruments, documents, promissory notes and fixtures located on chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Real Property that are owned by SellerPremises or the Accessories (iii) permits, if anylicenses, including without limitation any apparatusfranchises, equipment certificates, development rights, commitments and appliances incorporated therein rights for utilities, and used other rights and privileges obtained in connection with the operation and occupancy thereofLeases, such as heating and air conditioning systems and facilities used to provide any utility serviceSubstances, ventilation, W▇▇▇▇ or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real PropertyEquipment; (iv) all assignable licenses leases, rents, royalties, bonuses, issues, profits, revenues and other governmental permits and permissions relating to benefits of the Real PropertyLeases, the Improvements Substances, W▇▇▇▇ or the operation thereof, including Equipment (without limitation the licenses and permits listed on Schedule 2 (the “Permits”derogation of Article 3 hereof); and (v) engineering, accounting, title, legal, and other technical or business data concerning the Property which are in the possession of Mortgagor or in which Mortgagor can otherwise grant a security interest; and (g) all assignable contracts (i) accounts and contract proceeds (cash or non-cash and including payment intangibles) of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government sponsored program or entity) relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; and (ii) all letter of credit rights (whether or not the letter of credit is evidenced by a writing) Mortgagor now has or hereafter acquires relating to the Real Property properties, rights, titles and interests referred to in this Section 1.3; (iii) all commercial tort claims Mortgagor now has or hereafter acquires relating to the Improvementsproperties, rights, titles and interests referred to in this Section 1.3; and (iv) other interests of every kind and character which Mortgagor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the contracts listed on Schedule 3 estate of Mortgagor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Mortgagor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the “Service ContractsProperty”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All rightunto Mortgagee, title its successors and interest of Seller assigns, in trust, in fee simple forever, and to the leases terms, provisions and conditions herein set forth, to secure the obligations of Mortgagor under the Note and each of the other Loan Documents and all other indebtedness and matters defined as “Secured Indebtedness” in Section 1.5 of this Mortgage; February-16-2012 PROVIDED, HOWEVER, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee with respect to the Loan the principal sum, including all additional advances and all other sums payable by Mortgagor to Mortgagee under the terms of the Loan Documents, and shall perform or cause to be performed all the other terms, conditions, agreements, transfers of stock and provisions contained in each of the Loan Documents and other occupancy agreements covering concurrently executed documents, all without fraud or delay or deduction or abatement of anything or for any portion of reason, then this Mortgage and the Real Property or the Improvements estate hereby granted shall cease, terminate and become void and Mortgagee shall promptly deliver a mortgage satisfaction piece to the extent they are Mortgagor in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)recordable form.
Appears in 3 contracts
Sources: Loan Agreement (Cellteck Inc.), Second Consolidated Amendment Agreement (Cellteck Inc.), Consolidated Amendment Agreement (Cellteck Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, sell and convey and assign to Purchaser, and Purchaser hereby agrees to purchase from Seller, upon the terms and accept from conditions set forth herein, all of Seller’s right, title and interest in and to the following properties and assets:
(a) That certain tract of real property located in Fort Worth, Texas more particularly described in Exhibit A attached hereto and made a part hereof for all purposes, together with all of Seller’s right, title and interest in and to (i) all and singular the rights and appurtenances pertaining to such real property, including any easements, and all right, title and interest of Seller in and to adjacent streets, alleys and rights-of-way, and (ii) any and all water, water rights or similar rights or privileges (including tap rights) appurtenant to or used in connection with the ownership or operation of such real property (all of the foregoing being hereinafter collectively referred to as the “Real Property”).
(b) All improvements and structures now constructed and completed or to be constructed and completed prior to Closing with respect to and situated on the Closing Date Real Property, including without limitation that certain two (2)-story hospital building totaling upon completion approximately 83,464 rentable square feet situated on approximately 5.3 acres (“Hospital Building”) but specifically excluding the Ground Tenant’s interest in that certain two-story medical office building totaling upon completion approximately 8,268 rentable square feet located upon the Real Property (“MOB”). The Property shall include Seller’s right, title and interest in all parking areas, loading dock facilities, landscaping and other improvements, structures and fixtures (except trade fixtures, if any) (all of the foregoing being hereinafter collectively referred to as the “Improvements”).
(c) All of Seller’s interest in that certain Lease Agreement between Seller, as landlord, and Fort Worth Surgicare Partners, LTD, as tenant (“Tenant”), dated August 8, 2013, covering the entire leasable space of the Real Property (except as limited by the Ground Lease, as defined in Section 4.1 belowherein) and the following Improvements (collectively, the “PropertyLease”):
(a) ), all security deposits, prepaid rents and similar items attributable to periods after Closing, any receivables attributable to periods after Closing for common area maintenance, taxes, insurance and/or other items, if any, due and payable under the Real PropertyLease, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Propertyany parking agreements, and all other improvements and fixtures located on contract rights of Seller relating to the Real Property that are owned by and/or Improvements, to the extent assignable without additional payment or fee on the part of Seller, if any, including without limitation any apparatus, equipment approved by Purchaser and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or all other services thereto, but excluding fixtures owned by tenants (all of intangible rights which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or and/or the Improvements, including (to the contracts listed extent assignable) all roof, HVAC and other warranties issued with respect to the Improvements, to the extent assignable without additional payment or fee on Schedule 3 (the “Service Contracts”)part of Seller, which and the non-exclusive right to use of the trade name associated with the Improvements, and any and all derivations of such name to the extent that Seller has such right, provided the parties agree this shall survive not apply to any trade names associated with the Closing Tenant’s business or the MOB (all of the foregoing are being hereinafter collectively referred to as the “Intangible Property”); and.
(ed) All of Seller’s right, title and interest of Seller interest, if any, in all equipment, furniture, furnishings, machinery, heating, plumbing, ventilation and to the leases air conditioning systems and equipment, carpet, tile, floor coverings, security devices, sprinkler systems, supplies, telephone exchange numbers, tenant lease files, leasing records, tenant credit reports, telephone systems, audio systems, keys, surveys, plans and specifications (whether in cad, electronic or other occupancy agreements covering format), maintenance equipment and supplies and all or any portion of other tangible personal property situated on the Real Property and used in connection therewith or with the Improvements along with Seller’s interest, if any, as lessee in any rented or leased personal property, to the extent they are in effect on approved by Purchaser, to the date extent assignable (all of Closing (the foregoing being hereinafter collectively referred to as the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security DepositsPersonal Property”). The Leases, in each case together with All of the current monthly rent and Security Deposit relative thereto, foregoing items purchased under this Contract are set forth on Schedule 4 (collectively referred to as the “Rent RollProperty”).
Appears in 2 contracts
Sources: Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.), Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.)
Property. Subject to the terms and conditions hereofherein, Seller hereby ▇▇▇▇▇▇ agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby ▇▇▇▇▇▇▇▇▇ agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Orangeburg, the “Property”):
(a) the Real PropertySouth Carolina, which is legally consisting of approximately 9.57 acres of land as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications; but specifically excluding options, warrants, stock, cash, cash equivalents, accounts receivable (other than as expressly adjusted herein), confidential or privileged information, tax returns and related information, and like items. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Property. Subject In consideration of the provisions of this Mortgage and the sum of TEN DOLLARS ($10.00) cash in hand paid and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Mortgagor, Mortgagor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Mortgagee the following: Mortgagor's interest in the Ground Lease (together with all rights of Mortgagor thereunder), a memorandum which is intended to be file of record with the County Clerk for Middlesex County immediately prior to the terms recording of this Mortgage and conditions hereofthe leasehold estate created thereby in and to the real property described in Exhibit A which is attached hereto and incorporated herein by reference (the "Land") together with Mortgagor's interest under the Ground Lease in and to: (i) any and all buildings, Seller hereby agrees structures, improvements, alterations or appurtenances now or hereafter situated or to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller be situated on the Closing Date Land (as defined collectively the "Improvements"); and (ii) all right, title and interest of Mortgagor, now owned or hereafter acquired, in Section 4.1 belowand to (1) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the following Land or the Improvements; (collectively2) any strips or gores between the Land and abutting or adjacent properties; and (3) all water and water rights, timber, crops and mineral interests on or pertaining to the “Property”):
Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the Real Property"Premises"); (b) Mortgagor's interest under the Ground Lease in and to all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Mortgagor, which is legally described are now or hereafter attached to or situated in, on Exhibit A attached heretoor about the Land or the Improvements, together with any or used in or necessary to the complete and proper planning, remediation, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all rightsrenewals and replacements of, privileges substitutions for and easements appurtenant thereto that are owned by Seller, including without limitation additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of Seller’s which are hereby declared to be permanent accessions to the Land); (c) all of Mortgagor's right, title and interest, if any, in in, under and to (i) any plans and specifications with respect to the redevelopment of the Premises; (ii) Mortgagor's rights, but not liability for any breach by Mortgagor, under all mineralscommitments (including any commitments for financing to pay any of the Secured Indebtedness, as defined below), insurance policies (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the NL Loan Documents or from or through any state or federal government sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including but not limited to payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof; (iii) deposits and deposit accounts arising from or related to any transactions related to the Premises or the Accessories (including but not limited to Mortgagor's rights in tenants' security deposits, deposits with respect to utility services to the Premises, and any deposits or deposit accounts or reserves hereunder or under any other NL Loan Documents (hereinafter defined) for taxes, insurance or otherwise), rebates or refunds of impact fees or other taxes, assessments or charges, money, accounts, (including deposit accounts) instruments, documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof); (vi) as extracted collateral produced from or allocated to the Land including without limitation oil, gas and other hydrocarbon substances on hydrocarbons and under the Real Property;
(b) other minerals and all buildings located on the Real Propertyproducts processed or obtained therefrom, and all the proceeds thereof; and (vii) engineering, accounting, title, legal, and other improvements and fixtures located on technical or business data concerning the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as in the “Improvements”);
(c) all right, title possession of Mortgagor or in which Mortgagor can otherwise grant a security interest; and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable (i) accounts and proceeds (cash or transferable intangible propertynon-cash and including payment intangibles) of or arising from the properties, includingrights, titles and interests referred to above in this Section 1.3, including but not limited to: to proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance (ior additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the NL Loan Documents or from or through any state or federal government sponsored program or entity) all guaranties and warranties relating thereto (including guaranties and warranties pertaining to construction premium refunds), proceeds of the Improvements)taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; and (ii) all air letter of credit rights (whether or not the letter of credit is evidenced by a writing) Mortgagor now has or hereafter acquires relating to the properties, rights, excess floor area rights titles and other development rights relating or appurtenant interests referred to the Real Property or the Improvementsin this Section 1.3; (iii) all rights commercial tort claims Mortgagor now has or hereafter acquires relating to obtain utility service the properties, rights, titles and interests referred to in connection with the Improvements this Section 1.3; and the Real Property; (iv) other interests of every kind and character which Mortgagor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in this Section 1.3 and all assignable licenses property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Mortgagor in any of the property referred to above in this Section 1.3 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other governmental permits and permissions relating or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Mortgagor in or to the Real property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (herein collectively called the "Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”"), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All rightunto Mortgagee, title its successors and interest of Seller assigns, in trust, in fee simple forever, and to the leases terms, provisions and other occupancy agreements covering all or any portion conditions herein set forth, to secure the obligations of Mortgagor under the NL Note and each of the Real Property or the Improvements other Loan Documents and all other indebtedness and matters defined as "Secured Indebtedness" in Section 1.5 of this Mortgage, subject and subordinate to the extent they are in effect on Bank Mortgage; PROVIDED, HOWEVER, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee with respect to the date of Closing (collectively NL Loan the “Leases”)principal sum, together with including all current rents additional advances and all other sums due thereunder (payable by Mortgagor to Mortgagee under the “Rents”) terms of the NL Loan Documents, and any shall perform or cause to be performed all the other terms, conditions, agreements and all security deposits in connection therewith (the “Security Deposits”). The Leases, provisions contained in each case together with of the current monthly rent NL Loan Documents, all without fraud or delay or deduction or abatement of anything or for any reason, then this Mortgage and Security Deposit relative theretothe estate hereby granted shall cease, are set forth on Schedule 4 (terminate and become void and Mortgagee shall promptly deliver a mortgage satisfaction piece to Mortgagor in recordable form. Nothing in this Mortgage shall modify, amend or waive any of Mortgagor and Mortgagee’s rights and obligations under the “Rent Roll”)Settlement Agreement and Release.
Appears in 2 contracts
Sources: Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing (Compx International Inc), Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing (Nl Industries Inc)
Property. Subject to (a) Section 5.19 of the terms Seller Disclosure Schedule lists (a) all real property and conditions hereofinterests in real property owned in fee by the Acquired Companies (the foregoing and, Seller hereby agrees to sellat Closing, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelyDurham Property, the “Owned Real Property”):
), and (ab) all real property leased, subleased and licensed by or from the Acquired Companies (the “Leased Real Property,” and the leases, subleases or licenses pursuant to which such real property is legally described on Exhibit A attached heretoleased, together with subleased or licensed the “Leases”) and sets forth the address, landlord and tenant for each Lease. Such Owned Real Property and Leased Real Property constitutes all of the real property currently utilized in any material respect by the Acquired Companies in the operation of the Business: (i) The applicable Acquired Company has good and insurable fee title to all rightsOwned Real Property and good leasehold title to or a valid right to use all Leased Real Property and (ii) each Lease is a legal, privileges valid and easements appurtenant binding obligation of the applicable Acquired Company party thereto that are owned by and, to the Knowledge of Seller, including without limitation all each other party thereto, and is enforceable against the applicable Acquired Company party thereto, and, to the Knowledge of Seller’s right, title and interest, if anyeach other party thereto, in accordance with its terms (except in each of cases (i) and (ii) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to all mineralsor affecting creditors’ rights generally, oil, gas and other hydrocarbon substances on and under subject to the Real Property;limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)).
(b) all buildings located on With respect to each Lease, (i) such Acquired Company’s possession and quiet enjoyment of the Real Property, and all other improvements and fixtures located on the Leased Real Property that under such Lease has not been disturbed in any material respect and (ii) there are owned by no material disputes with respect to such Lease and to the Knowledge of Seller, if anyno event has occurred or circumstance exists which, including with or without limitation the delivery of notice, the passage of time or both, would constitute a material breach or default by the Acquired Company or permit the termination, modification or acceleration of rent under such Lease. No Acquired Company has received written notice that it is in default under any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilationLease, or that the other services theretoparty thereto intends to cancel, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);terminate, or renegotiate such Lease.
(c) all rightExcept for Permitted Liens, title and interest of Seller in and no Lease is subject to any furnitureLien and no Acquired Company has transferred or assigned any interest in any Lease, furnishings, artwork, decorations and other tangible personal property located on and used in connection with nor has any Acquired Company subleased or otherwise granted rights of use or occupancy of any of the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);premises described therein to any Person.
(d) The Acquired Companies have all assignable or transferable intangible property, including, but not limited to: (i) all guaranties certificates of occupancy and warranties (including guaranties Permits of any Governmental Authority necessary for the current use and warranties pertaining to construction operation of each of the Improvements); (ii) Owned Real Properties. Each Acquired Company has complied with all air rights, excess floor area rights and other development rights relating or appurtenant material conditions of the Permits applicable to them with respect to the Owned Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); andProperties.
(e) All rightNo Acquired Company owns, title and interest holds, nor is obligated under or is a party to, any option, right of Seller in and first refusal or other Contract to the leases and other occupancy agreements covering all purchase, acquire, sell, assign, or dispose of any real estate or any portion of the Real Property thereof or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)interest therein.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Ares Management Corp), Stock Purchase Agreement
Property. Subject to In consideration of the Purchase Price (defined below) and upon the terms and conditions hereofcontained in this Agreement, Seller hereby agrees to sell, convey and assign to PurchaserBuyer, and Purchaser hereby Buyer agrees to purchase and accept from Seller on the Closing Date land (“Land”) located at 3609 and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (and known as defined in Section 4.1 below) the following Parkway Medical Center), and known as permanent parcel number ▇▇▇-▇▇-▇▇▇, with office buildings containing approximately 88,000 square feet (collectively, the “PropertyBuilding”):
(a) the Real Property, which is legally described on Exhibit A attached hereto), together with any and all easements, improvements, appurtenances, rights, privileges and easements appurtenant hereditaments appertaining thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Propertyor thereunto belonging, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection together with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furnitureland lying in the bed of any highway, furnishingsstreet, artworkroad or avenue, decorations open or proposed, in front of, abutting or adjoining the Land and all right, title and interest (if any) of Seller in all development rights appurtenant to such Land but specifically excluding any oil, gas and other mineral rights (collectively, the “Mineral Rights”), which shall be retained and reserved by Seller provided that such rights will be nondrilling on the Land, shall not include any rights to use the surface of the Land, and shall be subject to the Surface Waiver (as defined in Section 6(F)(6) below) (collectively, the “Real Property”); all leases (the “Leases”), including all amendments thereto, with all persons leasing the Real Property or any part thereof or hereafter entered into in accordance with the terms hereof prior to Closing, together with all security deposits, other deposits held in connection with the Leases, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Leases; any and all tangible personal property owned by Seller located on and or used exclusively in connection with the Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); any and all plans and specifications; architectural and engineering drawings, and the common name of the Real Property (collectively, the “Intangible Personal Property,” and Improvementscollectively with the Tangible Personal Property, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) ; all assignable licenses, certificates, approvals, authorizations or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction permits issued by governmental authorities in respect of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; Leases (ivhereinafter defined) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); all warranties and (v) all assignable contracts and contract rights guaranties relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 Building (the “Service Warranties”); all service contracts relating to the operation of the Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Contracts”); provided, which however, that Seller shall survive terminate at Closing, at Seller’s cost, any Contracts that Buyer does not elect to assume pursuant to Section 3(F); and an irrevocable license to use any trade names used or utilized in connection with the Closing (all of Property, including without limitation the foregoing trade name “Parkway Medical Center”. The Real Property, Personal Property, and other property described in this Section 1 are hereinafter collectively sometimes referred to collectively as the “Intangible Property”); and
(e) All right, title .” The Land is more specifically described on Exhibit “A” attached hereto and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)made a part hereof.2.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Property. Subject to The tract or tracts of land described in Exhibit A attached, together with the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):following:
(a) the Real PropertyAll buildings, which is legally described structures, and improvements now or hereafter located on Exhibit A attached heretosuch tract or tracts, together with any and as well as all rights-of-way, privileges and easements appurtenant thereto that are owned by Sellereasements, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Propertyappurtenances thereto;
(b) all buildings located on Any land lying between the Real Propertyboundaries of such tract or tracts and the center line of any adjacent street, and all other improvements and fixtures located on the Real Property that are owned by Sellerroad, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilationavenue, or other services theretoalley, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”)whether opened or proposed;
(c) all rightAll of the rents, title income, receipts, revenues, issues and interest profits of Seller in and to any furniture, furnishings, artwork, decorations from such tract or tracts and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”)improvements;
(d) all assignable or transferable intangible property, including, but not limited to: All (i) all guaranties water and warranties water rights (including guaranties and warranties pertaining to construction of the Improvementswhether decreed or undecreed, tributary, nontributary or not nontributary, surface or underground, or appropriated or unappropriated); (ii) all air ditches and ditch rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements spring and the Real Propertyspring rights; (iv) all assignable licenses reservoir and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”)reservoir rights; and (v) shares of stock in water, ditch and canal companies and all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”)other evidence of such rights, which shall survive the Closing (all of the foregoing are hereinafter collectively referred now owned or hereafter acquired by Grantor and which are appurtenant to as the “Intangible Property”); andor which have been used in connection with such tract or tracts or improvements;
(e) All rightminerals, title crops, timber, trees, shrubs, flowers, and landscaping features now or hereafter located on, under or above such tract or tracts;
(f) All machinery, apparatus, equipment, fittings, fixtures (whether actually or constructively attached, and including all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under such tract or tracts or improvements and used or usable in connection with any present or future operation thereof, including but not limited to all heating, air-conditioning, freezing, lighting, laundry, incinerating and power equipment; engines; pipes; pumps; tanks; motors; conduits; switchboards; plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, cooking, and communications apparatus; boilers, water heaters, ranges, furnaces, and burners; appliances; vacuum cleaning systems; elevators; escalators; shades; awnings; screens; storm doors and windows; stoves; refrigerators; attached cabinets; partitions; ducts and compressors; rugs and carpets; draperies; and all additions thereto and replacements therefor;
(g) All development rights associated with such tract or tracts, whether previously or subsequently transferred to such tract or tracts from other real property or now or hereafter susceptible of transfer from such tract or tracts to other real property;
(h) All awards and payments, including interest thereon, resulting from the exercise of Seller in and to the leases and other occupancy agreements covering all any right of eminent domain or any portion other public or private taking of, injury to, or decrease in the value of, any of such property; and
(i) All other and greater rights and interests of every nature in such tract or tracts and in the Real Property possession or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”)use thereof and income therefrom, together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)whether now owned or subsequently acquired by Grantor.
Appears in 2 contracts
Sources: Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents (KBS Real Estate Investment Trust, Inc.), Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents (KBS Real Estate Investment Trust, Inc.)
Property. Subject Except as set forth on Schedule 6.22 and the property condition reports for the initial Borrowing Base Properties delivered to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller Agent on or before the Closing Date (as defined in Section 4.1 below) the following (collectivelyDate, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); Borrowing Base Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, (ii) all air rightsof the other Real Estate of the Borrower, excess floor area rights the Guarantors and other development rights relating or appurtenant their respective Subsidiaries is structurally sound, in good condition and working order, subject to the Real Property or the Improvements; ordinary wear and tear, except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect, (iii) all rights to obtain utility service in connection with the Improvements Real Estate, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands and tidelands (but excluding for purposes of this §6.22, Environmental Laws) except where a failure to so comply as to Real Property; Estate other than the Borrowing Base Properties has not and could not reasonably be expected to have a Material Adverse Effect, (iv) all assignable licenses utilities necessary for the use and other governmental operation of the Borrowing Base Properties are installed to the property lines of the Borrowing Base Properties through dedicated public rights of way or through perpetual private easements approved by the Agent and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and permissions relating are adequate to service the Building in compliance with Applicable Law, (v) the streets abutting the Borrowing Base Properties are dedicated and accepted public roads, to which the Borrowing Base Properties have direct access (or indirect access via recorded easements that are insured without exception pursuant to the related Title Policy) by motor vehicles and by foot, or are perpetual private ways (with direct access by motor vehicles and by foot to public roads) to which the Borrowing Base Properties have direct access approved by the Agent (or indirect access via recorded easements that are insured without exception pursuant to the related Title Policy), (vi) there are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Real Estate which are payable by the Borrower, any Guarantor or any of their respective Subsidiaries (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (viii) each Real Estate asset is separately assessed for purposes of real estate tax assessment and payment, (ix) there are no unpaid or outstanding real estate or other taxes or assessments on or against any other property of the Borrower, the Guarantors or any of their respective Subsidiaries which are payable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement), (x) as of the date of inclusion of any Real Estate as a Borrowing Base Property, there are no pending, or to the Improvements knowledge of the Borrower, threatened or contemplated, eminent domain proceedings against any Borrowing Base Asset or any material portion of any other Real Estate, (xi) none of the Borrowing Base Properties or any material portion of any other Real Estate is now damaged as a result of any fire, explosion, accident, flood or other casualty, (xii) none of the Borrower, the Guarantors or any of their respective Subsidiaries has received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Real Estate or canceling or threatening to cancel any policy of insurance, and each of the Real Estate assets complies with the material requirements of all of the Borrower’s, Guarantors’ and their respective Subsidiaries’ insurance carriers, (xiii) no person or entity has any right or option to acquire any Real Estate or any Building thereon or any portion thereof or interest therein, except for certain tenants of such Real Estate not constituting Borrowing Base Properties pursuant to the terms of their Leases or, with respect to Borrowing Base Properties, as disclosed to Agent in writing prior to acceptance of such Real Estate as a Borrowing Base Property, (xiv) neither the Borrower nor any Guarantor is a party to any Management Agreements or Operating Agreements for any of the Borrowing Base Properties except as has been delivered to the Agent, (xv) there are no material defaults or material claims or any bases for material defaults or material claims in respect of any Borrowing Base Property or its operation by any party to any service agreement or Management Agreement or Operating Agreement, and (xvi) there are no material agreements not otherwise terminable upon thirty (30) days’ notice pertaining to any Borrowing Base Property, any Building thereon or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 or maintenance of either thereof other than as described in this Agreement (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (Schedules hereto) or, as applicable, the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Title Policies.
Appears in 2 contracts
Sources: Credit Agreement (MedEquities Realty Trust, Inc.), Credit Agreement (MedEquities Realty Trust, Inc.)
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of Seller’s right, title and accept from Seller on the Closing Date (as defined interest in Section 4.1 below) and to the following property (collectively, the “Property”):
(a) the Real PropertyThe land located East of North ▇▇▇▇▇▇▇ Avenue and North of NE ▇▇▇ ▇▇▇▇▇▇ in Fort Lauderdale, which Florida, that is commonly described as ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and legally described on Exhibit A attached heretoto this Agreement (the “Land”), together with any all improvements located on the Land (the “Improvements”) and all the rights, privileges benefits, privileges, easements, tenements, hereditaments, and easements appurtenant thereto that are owned by Sellerappurtenances belonging or appertaining to the Land, including without limitation all of and Seller’s rightrights, title and interesteasements or other interests, if any, in and to adjacent streets, alleys and rights-of-way, or other property abutting the Land, and together with Seller’s interests, if any, in any and all mineralsminerals and mineral rights, oilwater and water rights, gas and other hydrocarbon substances on and under ▇▇▇▇▇, well rights relating or appurtenant to the Land (collectively, the “Real Property;”). The legal description of the Land contained on Exhibit A is subject to confirmation by means of a surveyor’s affidavit executed by issued by Seller’s surveyor and delivered to Purchaser within five Business Days of the Agreement Date; provided that if the legal description of the Land, as so confirmed, is materially different than legal description of the Land contained on Exhibit A Purchaser may terminate this Agreement and receive a refund of the ▇▇▇▇▇▇▇ Money.
(b) all buildings located on The landlord’s interest in the Real PropertyLease.
(c) All equipment, machinery, furniture, furnishings, supplies and all other improvements and fixtures located on the Real Property that are tangible personal property owned by Seller, if any, including without limitation and Seller’s interest in any apparatussuch property leased by Seller, equipment and appliances incorporated therein now or hereafter located in and used in connection with the operation and occupancy thereofoperation, such as heating and air conditioning systems and facilities used to provide any utility serviceownership or management of the Real Property (collectively, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “ImprovementsTangible Personal Property”);.
(cd) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible All intangible personal property located on and used in connection with related to the Real Property and the Improvements, including if any, including, without limitation limitation: all well permits, water and sewer taps, sanitary or storm sewer capacity or reservations and rights under utility agreements with any applicable governmental or quasi-governmental entities or agencies with respect to the personal property listed on Schedule 1 providing of utility services to the Land; the plans and specifications and other architectural and engineering drawings for the Improvements; warranties; contract rights related to the construction, operation, ownership or management of the Real Property; governmental permits, approvals and licenses (to the extent assignable); tenant lists and correspondence; and all records relating to the Property (collectively, the “Intangible Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Property. Subject The conveyance by Seller, or Seller's subsidiary corporation that holds title, to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) shall include the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached heretotracts or parcels of land, together with all and singular the rights and appurtenances pertaining to such land including any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furnitureadjacent strips or gores, furnishingsstreets, artworkalleys, decorations or rights-of-way and all rights of ingress and egress thereto:
Parcel 1: Those certain tracts of land located in LaSalle County, Illinois, commonly known as the "Fox River Resort," in the aggregate amount of approximately 178 acres, including (i) five (5) tracts of land more particularly described in Exhibit "A" attached hereto and made a part hereof for all purposes, which aggregate approximately 138 acres, and (ii) a sixth tract of approximately 40 acres which will be surveyed and described prior to closing;
Parcel 2: Those certain tracts of land located in Jefferson County, Missouri, commonly known as the "Jefferson Resort," and being more particularly described in Exhibit "B" attached hereto and made a part hereof for all purposes; and
Parcel 3: That certain tract of land located in Hard▇▇▇▇ County, Tennessee, commonly known as "Cherokee Landing Resort" and being more particularly described in Exhibit "C" attached hereto and made a part hereof for all purposes. Hereafter the aforesaid real property is referred to collectively as the "Land." The conveyance by Seller to Purchaser shall also include all buildings and other improvements on the Land, including specifically, without limitation, all campsites, recreational 2 and community facilities, comfort centers, lakes and parks located thereon (the foregoing property is herein referred to collectively as the "Improvements"). The conveyance by Seller to Purchaser shall also include all fixtures and personal property, tangible personal property located on or intangible, of any kind whatsoever owned by Seller and used in connection with the Real Property and Land and/or Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of , the Improvements); (ii) all air rightsfollowing items:
a. All machinery, excess floor area rights equipment, fixtures, furniture and other development rights relating personal property of every kind and character owned by Seller and located on or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service used in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to Land and Improvements;
b. The names "Fox River Resort," "Jefferson Resort," and "Cherokee Landing Resort," as used in the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all ownership or any portion operation of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents Land and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).Improvements;
Appears in 2 contracts
Sources: Contract of Sale (Silverleaf Resorts Inc), Contract of Sale (Silverleaf Resorts Inc)
Property. Subject to the terms of this Purchase and conditions hereofSale Agreement (the “Agreement”), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectively, the “Property”):property:
(a) All of the Real Propertyfee simple title to the parcel of land commonly known as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, which is legally ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ as more particularly described in Exhibit A (the “Parcel”), together with the building and improvements thereon (the “Improvements”), and all appurtenances of the Parcel, including easements or rights-of-way relating thereto, and, without warranty, all right, title, and interest, if any, of Seller in and to the land lying within any street or roadway adjoining the Parcel to adjacent parcels or any vacated or hereafter vacated street or alley adjoining said Parcel.
(b) All of Seller’s right, title and interest, in and to all furniture, machinery, apparatus, equipment and other tangible personal property owned by Seller, currently used solely in connection with the operation of the Parcel and Improvements and situated thereon, including all fixtures and furniture, equipment, and other tangible personal property listed on Exhibit A C attached heretohereto (the “Personal Property”) but excluding word processing and computing equipment (other than any non-proprietary information on the computer equipment related solely to the Property and its operations) and any items of personal property owned by tenants, any managing agent or others. The parties acknowledge that no portion of the Purchase Price is attributable to the Personal Property.
(c) All of Seller’s interest, as landlord, in the leases or occupancy agreements described in the rent roll (the “Rent Roll”) attached hereto as Exhibit F, together with all existing amendments, modifications, and supplements to the foregoing, as well as all guaranties thereof (collectively, “Leases”), together with any prepaid rents and all rights, privileges and easements appurtenant thereto that are owned security deposits held by Seller, including without limitation all Seller under the Leases subject to the terms of this Agreement.
(d) All of Seller’s right, title and interest, if any, in and to all mineralsof the following items, oil, gas to the extent assignable and other hydrocarbon substances on and under without warranty (the Real “Intangible Personal Property;
”): (bi) all buildings located on consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality, held by Seller in connection with the Real Property (defined below), (ii) the right to use the name of the Property (if any) in connection with the Property, but specifically excluding the right to use the name “Crescent Heights” and any other trademarks, logos, trade colors, service marks and trade names of Seller and Seller’s Affiliates (as defined in Section 2.4 below) if any, (iii) if still in effect, guaranties and warranties received by or for Seller from any contractor, manufacturer or other person in connection with the construction or operation of the Property, and all other improvements and fixtures located (iv) any non-proprietary information on the Real Seller’s (or its property manager’s) computer equipment related solely to the Property that are owned by Sellerand its operations, and any telephone numbers and addresses and other similar intangibles, if any, including without limitation any apparatusrelated solely to the Property and its operations.
(e) The contracts identified in the schedule of contracts attached hereto as Exhibit G, equipment and appliances incorporated therein and used in connection with which extend beyond the operation and occupancy thereofdate of Closing (collectively, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “ImprovementsService Contracts”);.
(cf) all Condominium ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, as more particularly described in Exhibit A as Parcel 2 (“CU 12”).
(g) Condominium ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, as more particularly described in Exhibit A as Parcel 3 (“CU 10”).
(h) All of Seller’s Affiliates’ right, title and interest of Seller as lessee in and to any furniturethe following (collectively, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal PropertySubmerged Lands Leases”);):
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties Sovereignty Submerged Lands Lease Renewal (“1200 Submerged Lands Lease”) between 1200 West Realty, LLC (“1200 LLC”) and warranties the Trust Fund (including guaranties and warranties pertaining to construction of the Improvements)as defined below) filed January 12, 2006, in Official Records Book 24141 at Page 1866; and,
(ii) all air rightsSovereignty Submerged Lands Lease Renewal and Modification to Reflect Change in Ownership (“Mirador Submerged Lands Lease”) between Mirador 1000, excess floor area rights LLC (“1000 LLC”) and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service Trust Fund filed December 16, 2004, in connection Official Records Book 22913 at Page 825. The Parcel described on Exhibit A, together with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real PropertyPersonal Property located thereon, the Improvements or Leases related thereto, the operation thereofIntangible Personal Property used in connection therewith, including without limitation and the licenses Service Contracts , CU 10, CU 12, and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the ImprovementsSubmerged Lands Leases, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to together as the “Intangible Property.”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Morgans Hotel Group Co.)
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelySeller, the “Property”):
(a) the Real Propertyapproximately 31 acres of land located in Albemarle County, which is legally Virginia, as described on in Exhibit A attached hereto, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereunto belonging or appertaining thereto, and Seller’s rights, easements or other interests, if any, in and to adjacent streets, alleys and rights-of-way, or other property abutting such real property, and together with any and all minerals and mineral rights, privileges water and easements appurtenant thereto that water rights, w▇▇▇▇, well rights and well permits, water and sewer taps, sanitary or storm sewer capacity or reservations and rights under utility agreements with any applicable governmental or quasi-governmental entities or agencies with respect to the providing of utility services to such real property and together with originals or the right to copy all files and records which are owned in the possession or control of Seller to the extent same relates to the Property and are required for the development and operation of said land; and together with all assignable guaranties and warranties, if any, and transferable permits, licenses, construction contracts and documents, goodwill and all other intangible property, if any, related solely to said land and appurtenances related to the land (to the extent there are guaranties and warranties, if any, and permits, licenses, construction contracts, documents, instruments and other contractual rights benefiting or relating in part to said land and appurtenances and in part to other property retained by Seller, including without limitation then Seller agrees to reasonably cooperate with Purchaser in exercising rights under same for the benefit of the Property and the Purchaser’s Proposed Project and, solely with respect to the Property, to permit Purchaser to enforce same against third parties in the name and stead of Seller); and together with all of Seller’s right, title and interestinterest in and to any leases, licenses or other rights of occupancy or use, if any, in and relating to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, land and all other improvements copies of files, documents and fixtures located on the Real Property that are owned by Sellermaterials relating to any such leases, licenses or rights of use or occupancy, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are the foregoing being collectively hereinafter referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Asset Capital Corporation, Inc.)
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real PropertyThe Building;
(b) all buildings located on Seller’s leasehold interest in the Real Propertyland described in Exhibit A attached hereto (the “Land”), subject to the terms and conditions of the Ground Lease, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties singular the rights, benefits, privileges, easements, tenements, hereditaments, and warranties pertaining appurtenances thereon or in anyway appertaining to construction of the Improvements)such Land; and (ii) all air rightsstrips and gores and any land lying in the bed of any street, excess floor area rights and other development rights relating road or appurtenant to the Real Property alley, open or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertyproposed, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); andadjoining such Land;
(ec) All right, title and interest of Seller in and to all improvements and fixtures located on the leases Land (the “Improvements”), except for tangible personal property and other trade fixtures and equipment owned by Seller, which shall not be part of the Improvements or this Agreement and shall remain the property of Seller; provided, however, all electrical, plumbing, HVAC, life safety systems, attached laboratory benches, autoclaves, climatized rooms, and gas and liquid distribution systems, shall be included as part of the Improvements and assigned to Purchaser at Closing. The Building, Land and Improvements are collectively referred to herein as the “Real Property; and
(d) The “Intangible Property,” being all, right, title and interest of Seller, if any, in and to: (i) all intangible personal property now or hereafter used exclusively in connection with the operation, ownership, maintenance, management, or occupancy agreements covering all or any portion of the Real Property or the Improvements (to the extent they are assignable); (ii) the plans and specifications for the Improvements (to the extent assignable); (iii) warranties, indemnities, applications, permits, approvals and licenses (to the extent applicable in effect on any way to the date of Closing above referenced Real Property or the Tangible Personal Property and assignable); and (collectively iv) insurance proceeds and condemnation awards or claims thereto to the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)extent provided be assigned to Purchaser hereunder.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NPS Pharmaceuticals Inc)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “"Property”"):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that thereto, which are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that which are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “"Improvements”");
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “"Personal Property”");
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “"Permits”"); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 Exhibit H (the “"Service Contracts”"), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “"Intangible Property”"); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “"Leases”"), together with all current rents and other sums due thereunder (the “"Rents”") and any and all security deposits in connection therewith (the “"Security Deposits”"). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 Exhibit L (the “"Rent Roll”").
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Sicklerville, the “Property”):
(a) the Real Property▇▇▇▇▇▇▇ Township, which is legally Camden County, New Jersey, consisting of approximately 8.28 acres of land as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part hereof; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications but excluding Seller’s bank accounts and cash in such bank accounts. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to For and in consideration of the terms premises, undertakings and conditions hereofmutual covenants of the parties set forth herein, Seller hereby agrees to sell, transfer, assign and/or convey and assign to Purchaser, unto Purchaser and Purchaser hereby agrees to purchase accept, buy and accept from Seller on the Closing Date (as defined in Section 4.1 below) pay for the following properties, rights, interests and assets (hereinafter referred to, collectively, as the “Property” and/or the “Project”):
(a) That certain tract of real property located in the Real PropertyCity of Phoenix, which is legally Maricopa County, Arizona, described on in Exhibit A attached heretohereto and by this reference incorporated herein for all purposes (the “Land”), together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any (i) all improvements located thereon (the “Improvements”); (ii) the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property, including that certain Declaration of Conditions and Restrictions, recorded in Docket 12246, page 1155, records of Maricopa County, Arizona (the “Declaration”), subject, in each case however, to the “Permitted Exceptions” (as hereinafter defined); and (iii) all development rights, air rights, sewer rights and permits, water, water rights, riparian rights, and water stock relating to the Land;
(b) All equipment, machinery, furniture, furnishings, artworksupplies, decorations and other tangible personal property and fixtures of any kind owned by Seller and attached to or located on within the Improvements and used in connection with the Real Property and ownership, maintenance or operation of the Land or the Improvements, including without limitation the excluding any items of personal property listed owned by tenants at Project (“Tenants”) as set forth in the Rent Roll (hereafter defined) and further excluding any items of personal property owned by third parties and leased to Seller (collectively, the “Personalty”);
(c) All of Seller’s right, title, and interest in any leases, occupancy agreements, or other agreements demising space in, providing for the use of and/or occupancy of the Improvements or the Land (collectively, the “Leases”), as set forth on Schedule 1 the rent roll attached hereto as Exhibit F (the “Personal PropertyRent Roll”);
(d) All of Seller’s right, title, and interest in all agreements, other than Leases, if any, for the leasing or licensing of rooftop space of equipment, telecommunications equipment, cable access and other space, equipment, and facilities that are located on or within the Project and generate income to Seller including agreement that may be made by Seller after the Effective Date and prior to Closing as permitted by this Agreement (“Licenses”);
(e) To the extent only the same are assignable by Seller to Purchaser, all of Seller’s right, title, and interest in and to any and all (i) contracts or transferable intangible propertyagreements, such as maintenance, service or utility contracts relating to the ownership, maintenance and operation of the Land or the Improvements, which are to be assigned to Purchaser pursuant to the provisions of Section 3.6 below (but expressly excluding the property management agreement for the Project), (ii) warranties and guaranties currently in force and effect with respect to the Land, the Improvements, the Personalty, the Licenses, and/or the Leases, (iii) all permits or similar documents relating to the Land, the Improvements, the Personalty, the Licenses, and/or the Leases, (iv) telephone exchanges and other identifying material relating to the Property, (v) CAD files, plans, drawings, specifications, surveys, engineering reports and other technical descriptions of the Land or the Improvements, (vi) all leasing commission obligations, and (vii) other property (real, personal or mixed) owned by Seller and used in connection with the ownership, leasing, maintenance, service or operation of the Land, the Improvements, the Licenses, or the Leases; and
(f) All of Seller’s right, title and interest in and to all rights to the trade names, assumed names, or business names or similar names by which the Property is currently operated, including, but not limited to: (i) all guaranties to “Camelback Lakes Office Complex,” and warranties (including guaranties the goodwill and warranties pertaining to construction other intangible assets associated with the operation of the Improvements); (ii) all air rightsProperty by Seller except for any trade names, excess floor area rights and other development rights relating symbols, or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions marks relating to the Real PropertySeller’s name, the Improvements name of any direct or indirect general partner, member, or venturer in Seller, or any derivative of any of the operation thereofforegoing. The Property described in subsections (c), including without limitation the licenses and permits listed on Schedule 2 (the “Permits”d); , (e), and (vf) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are this Section 1.1 is hereinafter collectively sometimes referred to as the “Intangible Property”); and
.” The Property shall not include, and Seller shall retain (e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on each of the date of following accrued prior to Closing (collectively the “Leases”defined below)), together with all current rents any cash, bank accounts, prepaid obligations and other sums due thereunder (the “Rents”) accounts receivable, claims and causes of action, and rights to receive insurance or condemnation proceeds; provided, however, any and all security deposits prepaid obligations so retained by Seller shall be prorated in connection therewith (the “Security Deposits”). The Leases, in each case together accordance with the current monthly rent provisions of Article VI and Security Deposit relative thereto, are set forth on Schedule 4 (casualty and condemnation proceeds shall be paid to Purchaser to the “Rent Roll”)extent required by Article VII.
Appears in 1 contract
Property. Subject Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, upon the terms and conditions hereofset forth herein, Seller hereby agrees to sellthose certain lots or parcels of land (the "Land"), convey with the buildings, fixtures and assign to Purchaserimprovements thereon (the "Improvements"), located at 200 Frenchtown Road, North Kingstown, Rhode Island, consisting of approximately 169 acres (with a portion thereof located in East Greenwich, Rhode Island), and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally more particularly described on Exhibit A attached hereto, together hereto and made a part hereof. TOGETHER ALSO with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interestinterest of Seller, if any, in and to all minerals(i) the land in the bed of any public street, oilroad or avenue, gas open or proposed, in front of or adjoining the Land, to the center line thereof, (ii) any rights of way, easements, appurtenances, alleys, gores and other hydrocarbon substances on and under strips of land adjoining or appurtenant to the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein Land and used in connection conjunction therewith, (iii) any water rights, riparian rights and powers, hereditaments and appurtenances with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services respect thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furnitureside or spur railroad tracks and all rights of way appurtenant thereto, furnishings(iv) any award made or to be made in lieu of any of the foregoing and any unpaid award for damage to the Land or the Improvements by reason of change of grade of any street, artworkroad or avenue; (v) any award made or to be made with respect to the Route 4 Condemnation (as hereinafter defined); (vi) the Existing Leases (hereinafter defined) and the Hexagon Lease (as hereinafter defined); (vii) all rents and profits from the Existing Leases and the Hexagon Lease applicable to any period from and after the Closing Date (hereinafter defined), decorations and any security or tenant deposit made by any tenant to Seller whether or not refundable, together with interest required by law or by the applicable Existing Lease to be paid thereon, and any other tangible personal property located on documents, records or rights owned by Seller affecting or relating to the Land, the Existing Leases or the Improvements; and used in connection with the Real Property and Improvements, including without limitation the (viii) all fixtures and/or personal property listed on Schedule 1 Exhibit B attached hereto and made a part hereof (the “"Personal Property”");
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all . All of the foregoing items purchased under this Agreement are hereinafter collectively referred to as the “Intangible "Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)".
Appears in 1 contract
Sources: Purchase and Sale Agreement (BNS Co)
Property. Subject to the terms and conditions hereofA tract of land located at ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Seller hereby agrees to sell▇▇▇▇▇▇▇, convey and assign to Purchaser▇▇▇▇▇▇ ▇▇▇▇▇▇, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto▇▇▇▇▇ ▇▇▇▇▇, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings and improvements located on the Real Propertyon, and all other improvements and fixtures located on the Real Property that are owned by Sellerattached to, if any, including without limitation any apparatus, equipment and appliances incorporated therein and or used in connection with the operation therewith; all privileges and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services appurtenances pertaining thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all including any right, title and interest of Seller in and to any furnitureadjacent streets, furnishingsalleys or rights-of-way; all easements benefiting the Property, artworkand all addenda thereto; the real property being described as set out on Exhibit “A”, decorations attached hereto and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited toincorporated herein by reference; together with: (i) all guaranties assignable licenses, permits, certificates of occupancy and warranties (including guaranties and warranties other approvals issued by any governmental or quasi-governmental authority pertaining to construction the use, operation or maintenance of the Improvements)“Property” which are in Seller's possession or control; (ii) all air rightskeys and combinations to all doors, excess floor area rights cabinets, safes, enclosures and other development rights relating locking items or appurtenant to areas on or about the Real Property which are in Seller's possession or the Improvementscontrol; (iii) all rights plans, engineering and other reports, surveys and specifications pertaining to obtain utility service the Property which are in connection with the Improvements and the Real PropertySeller's possession or control; (iv) all assignable licenses of the interest of Seller in any intangible property owned by Seller and other governmental permits and permissions relating to exclusively used or designed for use in connection with the Real PropertyLand, the Improvements or the operation thereofand/or Personalty, including without limitation the licenses name “Garden Oaks”, and permits listed on Schedule 2 (the “Permits”); any contract or lease rights, licenses, permits, certificates of occupancy, franchises, agreements, utility contracts, warranties, guaranties and (v) all assignable contracts and contract sureties belonging to Seller, or other rights relating to the Real Property or ownership, development, construction, design, use and operation of the Land and/or Improvements, including to the contracts listed on Schedule 3 extent assignable (the “Service Contracts”)collectively, which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(ev) All all furniture, fixtures, equipment, and other tangible items owned by Seller and located at the Property (“FF&E”); and (vi) all right, title and interest of Seller in and to any awards for damages to the leases and other occupancy agreements covering all Land and/or Improvements resulting from any casualty or any portion taking in eminent domain or by reason of change of grade of any street. The parties expressly agree that Seller is not selling, transferring or assigning, and Buyer is not purchasing, accepting or assuming, any of Seller’s management, maintenance or service contracts relating to the operation and maintenance of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on Seller, the Closing Date (as defined in Section 4.1 below) Interests. As of the Closing, the LLC Owner will own the following property (collectively, the “Property”):
(a) The real property described in Exhibit “A” attached hereto and made a part hereof (the “Real Property, which is legally described on Exhibit A attached hereto”), together with any (i) all improvements located thereon, including, without limitation, all of the buildings, structures, fixtures, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the Real Property (collectively, the “Improvements”), and (ii) all other rights, privileges benefits, privileges, easements, tenements, hereditaments and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interestappurtenances, if any, thereon or in and any way appertaining to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;Property and being included within the definition thereof.
(b) all buildings located All leases (including any amendments thereto) of warehouses on the Real Property, including leases which may be executed by Seller and/or the LLC Owner after the date hereof and all prior to Closing, pursuant to the terms and conditions of this Agreement (collectively, the “Leases”). A rent roll of the Leases affecting the Property or any part thereof (such summary being referred to in this Agreement as the “Rent Roll”) is attached to this Agreement as Exhibit “B” and made a part hereof.
(c) All equipment, machinery, appliances, furniture, furnishings, and other improvements and fixtures located on the Real Property that are tangible personal property owned by SellerSeller and/or the LLC Owner, if any, including without limitation any apparatus, equipment and appliances incorporated therein now or hereafter located in the Property and used in connection with the ownership or operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing business conducted thereon (collectively collectively, the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security DepositsTangible Personal Property”). The Leases, A list of the Tangible Personal Property items with a value exceeding One Hundred Dollars $100.00 is attached hereto as Exhibit “C”.
(d) A nonexclusive right to the use of the name “Monroe CommerCenter” in each case together connection with the current monthly rent Property, permits, warranties, guaranties, and Security Deposit relative theretoall other intangible property used in the ownership or operation of the Real Property or the business conducted thereon (collectively, are set forth on Schedule 4 (the “Rent RollIntangible Personal Property”).
(e) The following assets are excluded from this transaction and will be retained by Seller: Utility deposits.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing Closing; and (vi) all rights, if any, in and to the name “Alamo Towers”, other trademarks, service marks and logos related thereto, telephone exchanges, software used in connection with the ownership or operation of the Property (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Property. Subject Mortgagor hereby grants, bargains, mortgages, warrants, sells, encumbers, conveys, assigns and transfers to Mortgagee, its successors and assigns forever, all estate, title and interest in and to the terms and conditions hereoffollowing, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following now existing or hereafter arising (collectively, "Property");
1.1.1 the “Property”):
(a) the Real Property, which is legally real estate described on in Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s rightthe estate, title and interestinterest of Mortgagor in law or equity, if anyof, in and to such real estate and all mineralsof the privileges, oileasements and appurtenances belonging to such real estate, gas and other hydrocarbon substances on and under the Real Propertyincluding 2 all heretofore or hereafter vacated streets or alleys which abut such real estate;
(b) 1.1.2 all buildings and improvements of every kind and description now existing or hereafter placed on such real estate and all fixtures, machinery, appliances, equipment, furniture and personal property of every kind whatsoever owned by Mortgagor and located on the Real Propertyin or on, or attached to, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used or intended to be used in connection with the operation of such real estate, buildings, structures or other improvements thereon or in connection with any construction being conducted or which may be conducted thereon, including but not limited to the electric, water, laundry, incinerating and occupancy power equipment; engines; pipes; pumps; tanks; motors; conduits; switchboards; plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating and communications apparatus; boilers, ranges, furnaces, oil burners or units thereof, such as heating ; radiators; heaters; appliances; air-cooling and air conditioning systems apparatus; vacuum cleaning systems; elevators; escalators; shades; awnings, screens, doors, storm doors and facilities used to provide any utility servicewindows; stoves; refrigerators; attached cabinets; partitions; ducts and compressors; rugs and carpets; draperies; beds, ventilationtables, or lamps and all other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”)furniture and furnishings;
(c) 1.1.3 all rightrents, title leases, issues and interest profits arising out of Seller in any of the foregoing, including all insurance policies and payments made under insurance policies relating to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as and judgments, awards and settlements resulting from any condemnation proceeding or similar taking against the “Intangible Property”); and
(e) All right, title and interest foregoing property under the power of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).eminent domain;
Appears in 1 contract
Sources: Open End Mortgage, Assignment of Rents and Leases and Security Agreement (Jacor Communications Inc)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Tullahoma, the “Property”):
(a) the Real PropertyTennessee, which is legally consisting of approximately 31.00 acres of land as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All fixtures of every description located on, title and interest of Seller in and or attached to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part hereof; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are The real properties owned by SellerMBI, including without limitation the Bank or any other Subsidiary or demised by the leases listed on Confidential Schedule 3.9 constitute all of Seller’s rightthe real property owned, title leased (whether or not occupied and interestincluding any leases assigned or leased premises sublet for which MBI remains liable), if anyused or occupied by MBI, in and to all minerals, oil, gas and the Bank or any other hydrocarbon substances on and under the Real Property;Subsidiary.
(b) all buildings located Except as shown on a title commitment or other evidence of title delivered by MBI to Heartland, MBI the Bank or another Subsidiary owns good and marketable title to each parcel of real property identified on Confidential Schedule 3.9 as being owned by MBI or a Subsidiary (the “Owned Real Property”), free and clear of all other improvements Encumbrances, except for Permitted Encumbrances.
(c) The leases of real property listed on Confidential Schedule 3.9 as being leased by MBI, the Bank or another Subsidiary (the “Leased Real Property” and fixtures located on together with the Owned Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively is hereafter referred to as the “Improvements”);
(c) all right, title Real Property,” and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertyoccupied by MBI, the Improvements Bank, or any other Subsidiary in the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all conduct of the foregoing are hereinafter collectively their respective businesses is hereafter referred to as the “Intangible Operating Real Property”); and) and are in full force and effect, and MBI, the Bank or a another Subsidiary holds a valid and existing leasehold interest under each of the leases for the term listed on Confidential Schedule 3.9. To the Knowledge of MBI, the Leased Real Property is subject to no Encumbrance or interests that would entitle the holder thereof to interfere with or disturb use or enjoyment of the Leased Real Property or the exercise by the lessee of its rights under such lease so long as the lessee is not in default under such lease.
(d) Each parcel of Operating Real Property has access sufficient for the conduct of the business as conducted by MBI, the Bank or any Subsidiary on such parcel of Operating Real Property to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas, telephone, fiberoptic, cable television, and other utilities used in the operation of the business at that location. The zoning for each parcel of Operating Real Property permits the existing improvements and the continuation of the business being conducted thereon as a conforming use. Neither MBI, the Bank nor any other Subsidiary is in violation of any applicable zoning ordinance or other Law relating to the Operating Real Property, and neither MBI, the Bank nor any other Subsidiary has received any written notice of any such violation or the existence of any condemnation or other proceeding with respect to any of the Operating Real Property. The buildings and other improvements are located within the boundary lines of each parcel of Operating Real Property and do not encroach over applicable setback lines.
(e) All rightTo MBI's Knowledge there are no improvements contemplated to be made by any Governmental Entity, the costs of which are to be assessed as assessments, special assessments, special Taxes or charges against any of the Operating Real Property.
(f) Each of MBI, the Bank and the other Subsidiaries has good and marketable title and to, or a valid leasehold interest of Seller in and to in, the leases buildings, machinery, equipment and other occupancy agreements covering tangible assets and properties used by it, located on its premises or shown in the Latest Balance Sheet, free and clear of all or any portion Encumbrances, except for Permitted Encumbrances and properties and assets disposed of in the Real Property or the Improvements to the extent they are in effect on Ordinary Course of Business since the date of Closing the Latest Balance Sheet.
(collectively the “Leases”)g) The buildings, together with all current rents improvements, building systems, machinery, equipment and other sums due thereunder (tangible assets and properties used in the “Rents”) conduct of the business of each of MBI, the Bank and any the other Subsidiaries are in good condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. To the Knowledge of MBI, each of MBI, the Bank and the other Subsidiaries owns, or leases under valid leases, all security deposits in connection therewith (buildings, machinery, equipment and other tangible assets and properties necessary for the “Security Deposits”). The Leases, in each case together with the current monthly rent conduct of its respective business as conducted and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)as proposed to be conducted.
Appears in 1 contract
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, each of the following (collectively, the “Property”):
(a) all of Seller’s right, title and interest in and to the Real Propertyreal property consisting of 19.8 acres, which is legally more or less, described and depicted on Exhibit A A, attached hereto, together with any all buildings, fixtures and improvements now or hereafter located thereon (collectively, the “Improvements”), and all appurtenances of the Real Property, including easements or rights-of-way relating thereto, and, without warranty (except as provided in Section 7.1), all right, title, and interest, if any, of Seller in and to the land lying within any street or roadway adjoining the Real Property described above or any vacated or hereafter vacated street or alley adjoining said Real Property, including, without limitation, all minerals, oil, gas and other hydrocarbon substances, all development rights, privileges air rights, water, water rights and easements appurtenant thereto that are owned by Sellerwater stock relating to the Real Property, including without limitation and all strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights of Seller appurtenant, adjacent or connected to the Real Property; and
(b) all of Seller’s right, title and interest, if any, in and to any personal and intangible property owned by Seller and pertaining to or used by Seller in connection with all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on or any portion of the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used but not limited to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all Seller’s right, title and interest of Seller interest, if any and to the extent applicable, in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties plats, improvement plans, drawings and warranties (including guaranties specifications and warranties pertaining development rights and credits relating to construction of the Improvements); Property, (ii) all air rightsbooks, excess floor area rights records, reports, test results, environmental assessments, if any, as-built plans, specifications and other development rights similar documents and materials relating or appurtenant to the use, operation, maintenance, repair, construction or fabrication of all or any portion of the Real Property or the ImprovementsProperty; (iii) all rights to obtain utility service in connection with the Improvements transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of the Real Property; (iv) all assignable licenses transferable guarantees, warranties and other governmental permits and permissions utility contracts relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements Property, and (v) all historic, current, and updated from time to time books, records, reports, licenses, employee files and records, tax returns, operating information and manuals, advertising and marketing information and materials, personal property inventories, and any other materials as Purchaser may require, to the extent they such information and materials are in effect on the date possession of, or under the control of, Seller as updated to the end of Closing each calendar quarter (collectively where applicable) during the “Leases”)period between the Effective Date and Closing, together with all current rents relating to the ownership or operations of the Property, and personal property and other sums due thereunder (items used in the “Rents”) operation of the Property and any and all security deposits in connection therewith (stored at the “Security Deposits”). The Leases, in each case together with Property as of the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (end of the “Rent Roll”)Due Diligence Period.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject For and in consideration of ten and no/100 Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereofof this Agreement of Purchase and Sale (the "Agreement"), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “"Property”"):
(a) the The "Real Property, which is legally ," being the land described on in Exhibit A attached heretohereto (subject to Sellers’ receipt of a “same as” certification from the Purchasers’ surveyor), together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right's rights, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located thereon (such as any UPS systems, the existing base building and micro-turbine generators but excluding any auxiliary generators, Liebert (or other) air conditioning components or systems, built-in audio-visual equipment and built-in improvements such as conference room podiums and seating located on the Real Property first floor of the Building, but not elsewhere [provided any of such items that are within or serve the premises leased by Seller under the Lease Agreement (defined in Paragraph 4.1(d)(ii)) shall remain and be under the exclusive use and control of Seller during the Lease Term], but not the trade fixtures owned by the Seller that are listed on Exhibit F or the trade fixtures owned by the tenants pursuant to the Leases) located thereon, including the buildings located on such land (collectively, the "Buildings"), commonly known as 2121 and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ("Improvements"), which land described in Exhibit A includes the land adjacent to the 2121 Building constituting the undeveloped parcel (the "Undeveloped Parcel"); all the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property; and all right, title, and interest of Seller, if any, including without limitation in and to all strips and gores and any apparatusland lying in the bed of any street, equipment road or alley, open or proposed, adjoining such real property. The Undeveloped Parcel is more particularly described on Exhibit A-1 attached hereto and appliances incorporated therein herein by reference. Pursuant to that certain Agreement (the "Density Allocation Agreement") recorded in Deed Book 7445, at page 51, among the land records of Fairfax County, Virginia, the Real Property was allocated 365,904 square feet of gross building area of development ("GFA"). The Seller and used Purchaser agree that the Undeveloped Parcel shall be allocated 99,026 square feet of GFA. The GFA referenced in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants preceding two (all of which are 2) sentences shall be collectively referred to as the “Improvements”"Undeveloped Parcel's Development Rights" and shall be deemed to be appurtenant to the Undeveloped Parcel and benefit the owner thereof, including any assignee of such owner.
(b) The landlord's interest in the "Leases," being all leases of space or other occupancy agreements (including any subleases to the extent of Landlord's interest or obligations therein);, or licenses affecting the Improvements or Property, including leases or occupancy agreements which may be made by Seller after the date hereof and before Closing as permitted by this Agreement, and any and all amendments and supplements thereto, and any and all guaranties and security received by landlord in connection therewith.
(c) The "Personal Property," being all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other the tangible personal property located on and now or hereafter used in connection with the operation, ownership, maintenance, occupancy or improvement of the Real Property and Improvements, including without limitation to the extent located on the Real Property except for (i) any personal property listed located in the Demised Premises (as defined in Paragraph 4.1(d), and (ii) any personal property set forth on Schedule 1 Exhibit F attached hereto and incorporated herein by reference. Any personal property owned by Seller located in other tenant premises and permitted to be used by such tenants under their Leases shall convey to Purchaser at Closing, but such tenants (i) shall continue to be able to use such personal property in accordance with their Leases, (ii) shall not have any responsibility for any such personal property that has been disposed of in the “Personal Property”);ordinary course and (iii) shall be permitted to retain at the end of their Lease terms any replacements of such personal property that they acquired with their own funds.
(d) all assignable or transferable intangible propertyThe "Intangible Property," being, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertyextent assignable, the Improvements or the operation thereofall, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller Seller, if any, in and to all trade names and trade marks associated with the leases Real Property, but excluding the names "CFC", "National Rural Utilities Cooperative Finance Corporation", "NRTC," "National Rural Telecommunications Cooperative", "A Touchstone Energy Cooperative", "▇▇▇▇▇-▇▇▇▇ Building" and other occupancy agreements covering all or any portion "▇▇▇▇▇-▇▇▇▇ Cooperative Campus"; the plans and specifications for the Improvements; the development rights, approvals, permits and architectural plans and specifications for the Property, exclusive of the Real Property Undeveloped Parcel's Development Rights (which development rights are appurtenant to the Undeveloped Parcel and shall transfer with such parcel); and any unexpired warranties; all service contracts that are expressly assumed by Purchaser pursuant to this Agreement; applications, permits, approvals and licenses, insurance proceeds and condemnation awards or claims thereto for casualties or condemnation arising subsequent to the Improvements Effective Date hereof to the extent they are in effect on to be assigned to Purchaser hereunder, but excluding (except to the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are extent expressly set forth on Schedule 4 (in this Agreement to the “Rent Roll”)contrary) all books and records relating to the Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Property. Subject For the consideration and upon and subject to the terms terms, provisions and conditions hereofof this Agreement, Seller hereby agrees the Sellers agree to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Sellers, all of the following described property (collectively, the “Property”):
(a) Fee simple title in and to the Real Property, which is legally described on Exhibit A attached heretoLand, together with any the Improvements located thereon, and all rights, titles and interests of the Sellers appurtenant to the Land and Improvements, including, without limitation, all rights, titles and interests of the Sellers in (i) easements, privileges and easements hereditaments appurtenant thereto to the Land, (ii) without warranty, adjacent strips and gores, adjacent roads, streets, highways, alleys and rights-of-way (both public or private, open or proposed), and (iii) access, air, water, riparian, development, utility and solar rights (collectively, the interests described in clauses (i) through (iii) being referred to as the “Ancillary Property Rights”):
(b) All of the Sellers’ respective right, title and interest, without warranty, in and to all tangible personal property of any kind (the “Personalty”) owned or leased by the Sellers and attached to or located on the Land or Improvements or the businesses being conducted thereon, including, without limitation, (i) mechanical systems, fixtures, equipment and machines (including, without limitation, kitchen, food and beverage service, cleaning service, laundry and dry cleaning, office, telephone, telex, internet, facsimile and other telecommunication, cable and satellite television and computer equipment and machines), (ii) maintenance equipment and tools, (iii) site plans, surveys, plans and specifications, marketing materials and floor plans in the Sellers’ possession to the extent they relate to the Land or Improvements, (iv) pylons and other signs, (v) art work, paintings, posters and other graphics, (vi) devices, tools, carpeting, drapery, curtains and other floor, widow and wall coverings, furniture, fixtures, furnishings, vehicles, carts, appliances, computer hardware and other items which are located upon the Improvements and used exclusively in the operation thereof, or ordered for future use upon the Improvements as of the Closing; (vi) Supplies (including Supplies ordered for future use upon the Improvements as of the Closing); (vii) F&B (including F&B ordered for future use upon the Improvements as of the Closing); and (viii) Retail Merchandise (including Retail Merchandise ordered for future use upon the Improvements as of the Closing). Notwithstanding anything to the contrary contained herein, it is expressly agreed by the Parties that the following shall not be included in the Personalty to be sold to Purchaser hereunder: (A) any fixtures, furniture, furnishings, equipment or other personal property owned or leased (from a party other than a Seller or any Affiliate thereof) by the Manager (except as otherwise expressly provided otherwise in this Agreement) or any operator, tenant, contractor, or employee, and (B) other items of tangible personal property covered by other Sections of this Section 2.1;
(c) All cash on hand or on deposit as of Closing in any house bank maintained in connection with the ownership or operation of the Land and Improvements (collectively, “House Cash”), all FF&E reserves, if any, held by the Manager at the Asset (collectively, the “FF&E Reserves”), all Bookings and all Accounts Receivable;
(d) Intentionally Omitted;
(e) With respect to the Asset, all membership contracts, deposits, membership Accounts Receivable, payables and liabilities with members of the Sonoma Golf Club (the “SGC Membership Documents”);
(f) Intentionally Omitted;
(g) All of the Sellers’ respective rights, titles and interests, if any, without warranty (except as expressly provided otherwise in this Agreement), in and to (i) the Material Agreements, (ii) any equipment leases or other leases of Personalty, (iii) any installment sales contracts pertaining to Personalty, and (iv) all other service, management and maintenance contracts and other contracts relating to the ownership and operation of the Property (collectively, but excluding the Management Agreement and the Material Agreements, the “Operating Agreements”) that are owned by Sellernot terminated at Closing as set forth in Section 9.6 hereof; and warranties, including guaranties and bonds in effect at Closing relating to the Land, the Improvements or the Personalty, to the extent same are assignable without limitation cost to Sellers, unless Purchaser pays such costs;
(h) Subject in all respects to the provisions of Section 13.4 below, all of Seller’s the Sellers’ respective right, title and interest, if any, without warranty (except as expressly provided otherwise in this Agreement), in and to any permits, licenses (but excluding all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property liquor licenses that are owned by SellerParties other than Sellers, if any, including without limitation which Purchaser acknowledges are not being sold and will not be transferred to Purchaser hereunder (although Sellers agree to use Commercially Reasonable Efforts to cooperate with Purchaser to cause any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures liquor licenses owned by tenants (all the Manager under the Management Agreement, which is to be terminated at Closing, to cause such Manager to assign its liquor license for the Asset to Purchaser at Closing)), certificates of which are collectively referred occupancy and governmental approvals to as the “Improvements”);
(c) all rightextent the same relate to the Land, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 Ancillary Property Rights, Personalty or Operating Agreements (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (iwithout limitation, liquor licenses) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); , and (v) all assignable contracts and contract rights relating to the Real Property or extent the Improvementssame are assignable without cost to the Sellers, including the contracts listed on Schedule 3 unless Purchaser pays such costs;
(the “Service Contracts”i) Without warranty (except as expressly provided otherwise in this Agreement), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All Sellers’ right, title and interest in the following trade names and trade marks: “Sonoma Mission Inn Golf & Country Club” (collectively, the “Intellectual Property”): and
(j) All of Seller the Sellers’ respective right, title and interest, without warranty and to the extent the same are transferable, in and to (i) computer software used in connection with any computer systems located on or within the leases Land and/or Improvements; and other occupancy agreements covering all or (ii) direct dial telephone numbers for the Property (but excluding (x) any portion of the Real Property or the Improvements such items in which Seller possesses an interest pursuant to the extent they Management Agreement, and (y) items of intangible personal property that are otherwise the subject of other defined terms set forth in effect on this Agreement or attributable to other properties also owned by the date of Closing Sellers) (collectively collectively, the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent RollIntangible Personal Property”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Crescent Real Estate Equities Co)
Property. Subject For the consideration and upon and subject to the terms terms, provisions and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of Seller's right, title and accept from Seller on the Closing Date (as defined interest in Section 4.1 below) and to all of the following described property (collectively, the “"Property”"):
2.1.1 Seller's fee simple title in and to all of the Land (a) the Real Propertyand, which is legally described on Exhibit A attached heretoif applicable, any Adjoining Land), together with any all of the Improvements located thereon, and all rights, privileges titles and easements interests of Seller appurtenant thereto that are owned by Sellerto the Land and Improvements, including including, without limitation all of Seller’s rightlimitation, title and interest, if any, in and to (i) all minerals, oil, gas and other hydrocarbon substances on thereon or thereunder, (ii) all easements, privileges and hereditaments, whether or not of record, (iii) all gaps, gores, adjacent strips, adjacent roads, streets, highways, alleys and rights-of-way (both public or private, open or proposed), (iv) any awards for damage to the Property by reason of a change of grade of any ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ right-of-way, (v) any condemnation awards made or to be made in lieu thereof, and (vi) all access, air, water, riparian, development, utility (including sanitary, wastewater and storm sewer capacity or reservations or rights under the Real Propertyutility agreements) and solar rights and all income therefrom;
(b) all buildings located on the Real Property2.1.2 All fixtures, furnishings, furniture, equipment, machinery, inventory, appliances and all other improvements and fixtures located on the Real Property that are personal property owned by Seller, if anylocated at or used in connection with the Land and Improvements, including including, without limitation any apparatuslimitation, (1) all mechanical systems, fixtures and equipment comprising a part of or attached to or located upon the Land and Improvements, (2) all maintenance equipment and appliances incorporated therein tools owned by Seller and used in connection with the operation Land and occupancy thereofImprovements, such as heating (3) all site plans, surveys, plans and air conditioning systems specifications, marketing materials and facilities used floor plans in Seller's possession which relate solely to provide any utility servicethe Improvements and no other premises, ventilation(4) all pylons and other signs, or and (5) all other services thereto, but excluding fixtures personal property of every kind and character owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title Seller and interest of Seller located in and to any furniture, furnishings, artwork, decorations and other tangible personal property located or on and or used in connection with the Real Land and Improvements or the operations thereon, (collectively, the "Personalty"), which items are listed on Schedule 5.1.2(aa) attached hereto. Notwithstanding anything to the contrary contained herein, it is expressly agreed by the Parties that any fixtures, furniture, furnishings, equipment or other personal property owned or leased (from a party other than Seller) by any tenant, managing agent, leasing agent, contractor, or employee, shall not be included in the Property to be sold to Purchaser hereunder;
2.1.3 The Tenant Leases and ImprovementsSecurity Deposits, the License Agreements and the Guaranties;
2.1.4 All of Seller's rights, titles and interests as lessee under any leases, including without limitation the personal property Parking Lease;
2.1.5 All of Seller's rights, titles and interests under the Parking Agreement;
2.1.6 All service, management and maintenance contracts and other contracts, reciprocal easement agreements, development agreements, concession agreements and operating agreements all as listed on Schedule 1 (the “Personal Property”);
(d5.1.2(q) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertyownership and operation of the Property (collectively, the Improvements or the operation thereof"Operating Agreements"), including without limitation the licenses and permits warranties, guaranties and bonds in effect at Closing and listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).5.1.2
Appears in 1 contract
Sources: Purchase and Sale Agreement (Crescent Real Estate Equities Co)
Property. Subject Upon and subject to the terms and conditions hereofhereinafter set forth, Seller hereby agrees Landlord leases to sellTenant and Tenant leases from Landlord all of Landlord's right, convey title and assign interest in and to Purchaserall of the following, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “"Property”"):
(a) the Real Propertythose certain tracts, which is legally pieces and parcels of land, as more particularly described on in Exhibit A attached hereto, together with any hereto and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under made a part hereof (the Real Property"Land");
(b) all buildings located on the Real Propertybuildings, structures and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services theretoof every kind including, but excluding fixtures owned by tenants not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (all of which are collectively referred on-site and off-site), parking areas and roadways appurtenant to as such buildings and structures presently situated upon the “Land (collectively, the "Leased Improvements”");
(c) all righteasements, title rights and interest of Seller in appurtenances relating to the Land and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Leased Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable equipment, machinery, fixtures, and other items of property, now or transferable intangible propertyhereafter permanently affixed to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but not limited to: specifically excluding all items included within the category of Tenant's Personal Property (icollectively, the "Fixtures");
(e) all guaranties machinery, equipment, furniture, furnishings, moveable walls or partitions, computers or trade fixtures or other personal property of any kind or description used or useful in Tenant's business on or in the Leased Improvements, and warranties located on or in the Leased Improvements, and all modifications, replacements, alterations and additions to such personal property, except items, if any, included within the category of Fixtures, but specifically excluding all items included within the category of Tenant's Personal Property (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertycollectively, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 "Leased Personal Property");
(the “Permits”); and (vf) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Leased Intangible Property”); and
(eg) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits leases of space in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Leased Improvements.
Appears in 1 contract
Sources: Stock Purchase Agreement (Hospitality Properties Trust)
Property. Subject to the terms and conditions hereofof this of this Purchase and Sale (the “Contract”), the Seller hereby agrees to sell, convey and assign sell to PurchaserBuyer, and Purchaser hereby Buyer agrees to purchase from Seller, Seller’s rights, title, and accept from Seller on the Closing Date (as defined interest in Section 4.1 below) and to the following property (collectively, the “Property”):
(a) the A. The “Real Property, which is legally described on Exhibit A attached hereto, together with ,” being the land including any and all improvements and fixtures situated thereon, all and singular the rights, privileges benefits, privileges, easements, tenements, and easements appurtenant thereto that are owned by Seller, including without limitation appurtenances thereon or in anywise appertaining to such real property; and all of Seller’s right, title title, and interest, if any, interest of Seller in and to all mineralsstrips and gores and any land lying in the bed of any street, oilroad or alley, gas and other hydrocarbon substances open or proposed, adjoining such real property, more particularly described on and under the Real PropertyExhibit “A” attached hereto for all purposes;
(b) all buildings located on the Real B. The “Personal Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) ,” being all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other all tangible personal property located on and now or hereafter used in connection with the operation, ownership, maintenance, management, occupancy or improvement of the Real Property and Improvements, including without limitation limitation: equipment; machinery; furniture; art work; furnishings; office equipment and supplies; and, whether stored on or offsite, all tools, supplies, inventories, and materials not incorporated in the personal property listed on Schedule 1 (the improvements and held for repairs and replacements. The term “Personal Property”);
(d) ” also shall include any and all assignable deposits, bonds or transferable intangible propertyother security deposited or delivered by Seller with or to any and all governmental bodies, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and utility companies or other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service third parties in connection with the Improvements and operation, ownership, maintenance, management, occupancy or improvement of the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the and
C. The “Intangible Property”); and
(e) All ,” being all, right, title and interest of Seller in and to all intangible personal property now or hereafter used in connection with the leases operation, ownership, maintenance, management, or occupancy of the Real Property, including without limitation: all trade names and other occupancy agreements covering trade marks associated with the Real Property, including without limitation the name of the buildings; the plans and specifications for the improvements; warranties; indemnities; claims against third parties; claims against tenants for tenant improvement reimbursements; all contract rights related to the construction, operation, ownership or any portion management of the Real Property or the Improvements that are expressly assumed by Buyer pursuant to this Contract; applications, permits, approvals and licenses (to the extent they are in effect on the date of Closing (collectively the “Leases”assignable), together with all current rents ; insurance proceeds and other sums due thereunder (the “Rents”) and any condemnation awards or claims thereto to be assigned to Buyer hereunder; and all security deposits in connection therewith (books and records relating to the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Property.
Appears in 1 contract
Sources: Commercial Earnest Money Contract (Mace Security International Inc)
Property. Subject Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelyset forth herein, the “Property”):following:
(a) that certain real property located at 4010-▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ the Real PropertyCity of Fullerton, which is legally County of Orange, State of California, more particularly described on in Schedule 1 to the "Deed" (as hereinafter defined) attached hereto as Exhibit A attached hereto, together with any and consisting of approximately 6.86 acres (the "Land");
(b) all rights, privileges and easements appurtenant thereto that are owned by Sellerto the Land, including including, without limitation all of Seller’s rightlimitation, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on substances, as well as all development rights, land use entitlements, building permits, licenses, permits and under the Real Property;
(b) all buildings located on the Real Propertycertificates, utilities commitments, air rights, water, water rights, riparian rights, and all water stock relating to the Land, and any rights-of-way or other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and appurtenances used in connection with the operation beneficial use and occupancy thereof, such as heating enjoyment of the Land and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred Seller's right, title and interest in and to as all roads, easements, rights of way and alleys adjoining or servicing the “Improvements”Land (collectively, the "Appurtenances");
(c) all rightimprovements and fixtures located on the Land and Appurtenances, title including, without limitation, the building(s) located on the Land, consisting of eight (8) separate industrial buildings containing approximately 110,900 rentable square feet, and interest all apparatus, equipment and appliances used in connection with the operation or occupancy of Seller in the Land and to any furnitureAppurtenances, furnishingsand along with all on-site parking (collectively, artworkthe "Improvements", decorations and other together with the Land and Appurtenances, the "Real Property");
(d) all tangible personal property owned by Seller located on and or in or used in connection with the Real Property as of the date hereof and Improvementsas of the "Closing Date" (as hereinafter defined) (collectively, including without limitation the personal property listed on Schedule 1 (the “"Tangible Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”"); and
(e) All rightall lease rights (including, title and without limitation, the lessor's interest of Seller in and to the leases all tenant leases, rental agreements, subleases and tenancies, including all amendments, modifications, agreements, records, substantive correspondence, and other occupancy agreements covering all or documents affecting in any way a right to occupy any portion of the Real Property or (individually and collectively, the Improvements to the extent they are in effect on the date of Closing (collectively the “"Leases”"), together with and Seller's interest in all current rents security deposits and other sums due thereunder (prepaid rent, if any, under the “Rents”) Leases and any and all security deposits guaranties of the Leases, and, to the extent approved by Buyer pursuant to this Agreement, all "Service Contracts" (as hereinafter defined), and any intangible personal property now or hereafter owned by Seller and used in the ownership, use or operation or development of the Real Property, and Tangible Personal Property, including, without limitation, the right to use the name "Fullerton Business Center" and any other trade name now used in connection therewith with the Real Property (collectively, the “Security Deposits”). The Leases"Intangible Property", in each case and together with the current monthly rent Tangible Personal Property, the "Personal Property"). All of the items referred to in Subparagraphs (a), (b), (c), (d), (e) and Security Deposit relative thereto, (f) above are set forth on Schedule 4 (collectively referred to herein as the “Rent Roll”)"Property".
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pacific Gulf Properties Inc)
Property. Subject to the terms The Property is part of Landlord’s multi-tenant real property development that consists of three (3) buildings having a total of approximately 882,109 rentable square feet of space and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller described or depicted on the Closing Date attached Exhibit “A” (as defined in Section 4.1 below) the following (collectively“Project”). The Project includes the land, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real land, and the Common Areas described in Section 4.05(a) below. The Property is that approximately 99,040 rentable square foot portion (known as Suite 100) of the building that is located in the Project at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Las Vegas, Nevada, and identified on Exhibit “A” attached hereto (the “Building”). The square footage figures for the Project and the Property, as recited in this Section 1.04, are owned approximate. No adjustment will be made to the Base Rent or any other amounts payable by SellerTenant under this Lease (or to any other provisions of this Lease) if the actual square footage, if anyhowever measured, including without limitation is more or less than the square footage recited. The Property does not include any apparatusportion of, equipment and appliances incorporated therein Landlord reserves to itself the exterior walls and used in connection with rooftop of the operation Building (the “Reserved Areas”), and occupancy thereofall components of electrical, such as heating mechanical, plumbing, heating, and air conditioning systems and facilities located in the Property that are concealed or used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned in common by tenants of the Building or the Project (all the “Common Systems”). Landlord’s reservation includes the right to enter the Reserved Areas to install, maintain, use, repair, alter, and replace thereon equipment that may be unrelated to the operation and use of which the Building. Landlord’s reservation also includes the right (but not necessarily the obligation) to inspect, maintain, repair, alter and replace the Common Systems and to enter the Property in order to do so. Although not included within that portion of the Project designated and defined as the “Property,” Tenant shall be entitled to the exclusive use of those portions of the Project designated on the Exhibit “A” as the “Limited Common Area.” For purposes of this Lease, the areas so designated (including the exits and entrances to such areas) are sometimes collectively referred to below as the “Improvements”);
(cLimited Common Area.” As provided in Section 4.05(a) all rightbelow, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation term “Common Area” includes the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction Limited Common Area. Tenant’s exclusive use of the Improvements); (ii) all air rightsLimited Common Area shall be, excess floor area rights however, subject to Landlord’s right of access for the purpose of discharging its obligations under Sections 4.05 and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements 6.03 of this Lease, and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all for any of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All rightpermitted purposes described in Sections 5.03 and 5.06 of this Lease. Industrial Lease—Las Vegas, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”)Nevada ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Las Vegas, together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The LeasesNevada Switch, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).Ltd.
Appears in 1 contract
Sources: Industrial Lease (Switch, Inc.)
Property. Subject to the terms of this Purchase and conditions hereofSale Agreement (the “Agreement”), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) The real property described in Exhibit A (the “Real Property”), together with the buildings and improvements thereon (the “Improvements”), and all appurtenances of the above-described real property, including easements or rights-of-way relating thereto, and, without warranty, all right, title, and interest, if any, of Seller in and to the land lying within any street or roadway adjoining the real property described above or any vacated or hereafter vacated street or alley adjoining said real property.
(b) All of Seller’s right, title and interest, in and to all fixtures, furniture, equipment, and other tangible personal property, if any, owned by Seller (the “Personal Property”) presently located on the Real Property, which is legally described on Exhibit A attached hereto, together with but specifically excluding any and all rights, privileges and easements appurtenant thereto that are items of personal property owned by the tenant.
(c) All of Seller’s interest, including without limitation all as landlord, in the Lease between Airtech Parkway Associates, LLC (predecessor in interest to Seller) and Brightpoint North America, Inc. dated September 18, 1998, as amended by that certain First Amendment to Lease between First Point Associates, LLC (predecessor to Seller) and Brightpoint North America L.P. dated September 28, 2001, (collectively, the “Lease,” being the sole lease of the Improvements, which definition shall include the Lease Guaranty made by Brightpoint, Inc. dated September 18, 1998.
(d) All of Seller’s right, title and interest, if any, in and to all mineralsof the following items, oilto the extent assignable and without warranty (the “Intangible Personal Property”): (A) licenses, gas and other hydrocarbon substances on and under permits relating to the Real Property;
(b) all buildings located on operation of the Real Property, and all other improvements and fixtures located on (B) the Real Property that are owned by Seller, right to use the name of the property (if any, including without limitation any apparatus, equipment and appliances incorporated therein and used ) in connection with the operation Property, but specifically excluding any trademarks, service marks and occupancy thereoftrade names of Seller and with reservation by Seller to use such name in connection with other property owned by Seller in the vicinity of the Property, such as heating and air conditioning systems (C) if still in effect, guaranties and facilities used to provide warranties received by Seller from any utility servicecontractor, ventilation, manufacturer or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used person in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable construction or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction operation of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Property. Subject to Purchaser shall purchase and Seller shall convey the Property in accordance with the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) set forth herein. The Property shall include the following (collectively, hereafter referred to collectively as the “Property”):): (a) all those certain tracts or parcels of land commonly known as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, and more particularly described on the attached Exhibit A (the “Land”); (b) all improvements, structures and fixtures located upon the Land (the “Improvements”); (c) all rights, easements and interests, water, air and mineral rights, streets, public ways or rights-of-way, privileges, tenements, hereditaments, licenses, appurtenances and other rights and benefits belonging or in any way related or appurtenant to the Land, if any and to the extent owned by Seller; and (d) all rights to divisions under the Michigan Land Division Act (if any).
(a) the Real PropertyIn addition, which is legally described on Exhibit A attached hereto, together with any Seller agrees to provide a general assignment at Closing that assigns and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and transfers its interest, if any, in: (i) all unexpired transferable guarantees and warranties given, made or issued by any contractors, subcontractors, suppliers, manufacturers and installers relating to the construction of the Improvements on the Property and the materials and equipment installed or located on the Property, if any; and (ii) all transferable occupancy certificates, consents, authorizations, variances, waivers, licenses, permits, and approvals from or issued by any governmental or quasi-governmental agency, department, board, commission, bureau and any guarantees thereof or other entity or instrumentality in respect of the Property and/or relating to the use, development, maintenance or operation of the Property traffic and zoning or hereafter held by or granted to all mineralsSeller, oil, gas and other hydrocarbon substances on and under the Real Property;if any.
(b) all buildings located on the Real PropertySeller also agrees, and all other improvements Purchaser shall accept and fixtures located on the Real Property that are owned by Sellerreceive, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible all personal property located on and used in connection with upon the Real Property and Land and/or within the Improvements, including including, without limitation the personal property limitation, those specific items listed on Schedule 1 Exhibit B attached hereto (collectively, the “Personal Property”);
(d) all assignable , and Seller shall not be obligated to remove any Personal Property or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining other fixtures or items from the Property. With respect to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant Personal Property that necessitates third-party approval for transfer to the Real Property or Purchaser (specifically, the Improvements; (iii) all rights to obtain utility service in connection with Qiagen QIAsymphony and Illumina MiSeq equipment, which require the Improvements transfer of ownership from the vendor, Qiagen and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating Illumina, respectively, to the Real PropertyPurchaser), the Improvements or the operation thereof, including without limitation the licenses Seller hereby agrees to actively cooperate with and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating provide support to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred Purchaser in their efforts to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)solicit such third-party approvals.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Biora Therapeutics, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, sell and convey and assign to PurchaserBuyer, and Purchaser Buyer hereby agrees to purchase and accept take from Seller on Seller, subject to and in accordance with all of the Closing Date (as defined in Section 4.1 below) the following (collectivelyterms and conditions of this Agreement, the “Property”):following
(a) the Real PropertyAll right, which is legally title and interest of Seller in and to that certain lot, tract or parcel of improved real estate located on Genito Road in ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, containing approximately 115.2 acres, all as more particularly described on Exhibit A attached heretohereto and incorporated herein by this reference, together with any all plants, shrubs and trees located thereon, and together with all rights, privileges ways and easements appurtenant thereto that are owned by Sellerthereto, including including, without limitation limitation, all of Seller’s 's right, title and interest, if any, in and to all mineralsthe land underlying, oilthe air space overlying and any public or private ways or streets crossing or abutting said real estate (collectively, gas and other hydrocarbon substances on and under the Real Property"Land");
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases buildings, structures and other improvements of any and every nature located on the Land and all fixtures attached or affixed to the Land or to any such buildings, structures or other improvements (collectively, the "Improvements");
(c) All right, title and interest of Seller in and to the goods, equipment, machinery, apparatus, fittings, furniture, furnishings, supplies, spare parts, appliances, tools, and other personal property used in connection with the operation, management or maintenance of the Land or the Improvements, as listed on Exhibit B attached hereto and incorporated herein by this reference (collectively, the "Personal Property");
(d) All of the right, title and interest of the Seller in, to and under all agreements for the use, occupancy agreements covering or possession of all or any portion part of the Real Property Land or the Improvements Improvements, as listed on Exhibit C attached hereto and incorporated herein by this reference (collectively, the "Facility Agreements");
(e) All of the right, title and interest of Seller in, to and under certificates, licenses, permits, authorizations, consents and approvals (collectively, the "Permits"), but only to the extent they the foregoing are in effect on related to the date use, occupancy, possession and/or operation of Closing the Land and the Improvements and only to the extent the same are assignable; and
(f) The Land, the Improvements and the Personal Property are hereinafter sometimes collectively called the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any "Project" and all security deposits in connection therewith (of the “Security Deposits”). The Leases, in each case together with foregoing are hereinafter sometimes collectively called the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)"Property."
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject to the terms and conditions hereofherein, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following described property:
A. Seller’s fee simple interest in the real estate described as Parcel 2 in Exhibit “A” (“Fee Simple Parcel”) and Seller’s interest in those certain ground leases described as Parcels 1 and 3 in Exhibit “F” attached hereto and incorporated herein by and by this reference incorporated herein (collectively, the “PropertyLeased Premises”):
), with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Administrator CTA of the Estate of ▇▇▇▇ ▇. ▇▇▇▇▇▇, as landlord (a) “Ground Landlord”), and Seller, as tenant (individually, a “Ground Lease” and collectively, the Real Property“Ground Leases”), which is legally all located in Lilburn, Gwinnett County, Georgia, consisting of approximately 3.94 acres of land as more particularly described on Exhibit A “A” attached hereto, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereofof this Contract, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, Seller's respective rights, titles and accept from Seller on the Closing Date (as defined interests in Section 4.1 below) and to all of the following described property (collectively, the “Property”"property"):
(a) the Real PropertyThe land ("Land") located in El Paso, which is legally Texas more particularly described on Exhibit A attached heretohereto commonly known as Celina Plaza Apartments, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are Land ("Improvements"), and all rights, titles and interests of Seller appurtenant to the Land and Improvements, including, without limitation, all appurtenant easements, adjacent roads, highways and rights-of-way;
(b) All tangible personal property of any kind ("Personalty") owned by Seller and attached to or located on the Land or Improvements; provided, however, the Personalty does not include computer software owned or leased by Seller's property manager;
(c) Any leases or other agreements demising space in or providing for the use or occupancy of the Improvements or Land ("Tenant Leases"), if anyand all unapplied deposits, whether security or otherwise ("Deposits"), paid by tenants ("Tenants") under the Tenant Leases, together with all collateral therefor, all guarantees by third parties of the agreements and obligations thereunder of Tenants and, except to the extent otherwise set forth in SECTION 8.6, all rentals, advance rentals, receivables, reimbursements and other items payable by Tenants;
(d) All service contracts, warranties, guaranties and bonds in effect at Closing relating to the Land, the Improvements or the Personalty, to the extent the same are assignable ("Service Contracts");
(e) All certificates, permits, licenses, franchises, authorizations and approvals relating to the Property and/or the Personalty or the ownership, use, access, occupancy or operation thereof, running to or in favor of Seller or the Property and/or the Personalty, and which Purchaser hereafter elects to accept; and
(f) All drawings, plans and specifications covering the Property and in Seller's possession; all rights to the name "Celina Plaza Apartments" with respect to the Property or any other project in the El Paso, Texas area, and all trademarks, trade names, service marks, registrations, logos, good will and other rights associated therewith (including without limitation any apparatus, equipment the right to sue for past and appliances incorporated therein and prese▇▇ infringements thereof); all other intellectual property used in connection with the ownership and operation of the Property; all telephone numbers; all tenant files; all operating and occupancy thereofmaintenance files; and all books, such as heating records and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of files which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real ownership and operation of the Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction conduct of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions business of Seller relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Consolidated Capital Properties Vi)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, sell and convey and assign to Purchaser, and Purchaser hereby agrees to purchase from Seller, upon the terms and accept from Seller on the Closing Date (as defined in Section 4.1 below) conditions set forth herein, the following (collectively, the “Property”):properties and assets:
(a) the Real PropertyThat certain tract of real property located in Creve Coeur, which is legally Missouri more particularly described on in Exhibit A attached heretohereto and made a part hereof for all purposes, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, interest in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(bi) all buildings located on and singular the Real Propertyrights and appurtenances pertaining to such real property, including any easements, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to adjacent streets, alleys and rights-of-way, and (ii) any furnitureand all water, furnishings, artwork, decorations and other tangible personal property located on and water rights or similar rights or privileges (including tap rights) appurtenant to or used in connection with the ownership or operation of such real property (all of the foregoing being hereinafter collectively referred to as the “Real Property”).
(b) All of Seller’s interest, if any, in all improvements, structures and fixtures (excluding trade fixtures owned by any tenant), together with all of Seller’s right, title and interest in all parking areas, loading dock facilities, landscaping and other improvements, structures and fixtures) now constructed and completed on the Real Property and (all of the foregoing being hereinafter collectively referred to as the “Improvements”).
(c) All of Seller’s interest, including without limitation if any, in the personal property listed on Schedule 1 lease covering all or any portion of the Real Property and/or the Improvements (the “Personal PropertyLease”);
(d) , any security deposits, prepaid rents and similar items attributable to periods after Closing, the portion of any receivables attributable to periods after Closing for common area maintenance, taxes, insurance and/or other items, if any, due and payable under any lease for all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction any portion of the Real Property and/or the Improvements); (ii) , and all air rightsof Seller’s right, excess floor area title and interest in all parking agreements, if any, any intangible rights and other development rights relating or which are appurtenant to the Real Property or and/or the Improvements; , including (iiito the extent assignable) all rights roof, HVAC and other warranties issued with respect to obtain utility service in connection the Improvements and the right, if any, to use of the trade name associated with the Improvements and any and all derivations of such name and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating approvals, if any, for the beds and surgery center to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all extent assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are being hereinafter collectively referred to as the “Intangible Property”); and.
(ed) All of Seller’s right, title and interest of any personal property owned by Seller in and to the leases and other occupancy agreements covering all or any portion of situated on the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits used in connection therewith or with the Improvements (all of the foregoing being hereinafter collectively referred to as the “Security DepositsPersonal Property”). The Leases, in each case together with All of the current monthly rent and Security Deposit relative thereto, foregoing items purchased under this Contract are set forth on Schedule 4 (collectively referred to as the “Rent RollProperty”).
Appears in 1 contract
Sources: Purchase Agreement (Carter Validus Mission Critical REIT, Inc.)
Property. Subject For the consideration and upon and subject to the terms terms, provisions and conditions hereofof this Contract, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, Seller's respective rights, titles and accept from Seller on the Closing Date (as defined interests in Section 4.1 below) and to all of the following described property (collectively, the “"Property”"):
(a) Subject to Section 2.2 below, all of Seller's rights, titles and interest in and to those certain parcels of land (the Real Property"Land") being located in the City of Daly City, which is legally San Mateo County, Cal▇▇▇▇nia, and more particularly described on Exhibit A attached heretohereto and made a part hereof for all purposes, together with any all improvements, structures and fixtures, if any, located on the Land, including without limitation the building currently leased to Mason McDuffie located on Parcel ▇, ▇▇▇ ▇▇▇▇▇▇ng currently leased to Bank of the West located on Parcel 1, and the theater complex located on Parcel 2 (the "Improvements"), and all rights, privileges titles and easements interest of Seller appurtenant thereto that are owned to the Land and Improvements, including, without limitation, appurtenant easements, adjacent roads, highways and rights-of-way, but excluding all portions of the Serramonte Plaza Shopping Center (and rights, titles and interest of Seller appurtenant thereto) not described on Exhibit A (all of which, with the exception of such portions previously purchased by Daly City Partners, LLC, shall b▇ ▇▇tained by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property);
(b) all buildings All tangible personal property of any kind (the "Personalty") owned by Seller and attached to or located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and or used exclusively in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, Land or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all rightAll of Seller's rights, title titles and interest interests under any leases or other agreements demising space in or providing for the use occupancy of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 Improvements or Land (the “Personal Property”"Tenant Leases");, and, to the extent actually received and held by Seller, all unapplied deposits, whether security or otherwise ("Deposits"), paid by tenants (each, a "Tenant") holding under the Tenant Leases; and
(d) All of Seller's rights, titles and interest in and to all assignable or transferable intangible propertyservice contracts, includingwarranties, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service bonds in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions effect at Closing relating to the Real PropertyLand, the Improvements or the operation thereofPersonalty, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they the same are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder assignable (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”"Contracts").
Appears in 1 contract
Sources: Contract of Sale (Investors First Staged Equity L P)
Property. Subject to the terms and conditions hereof, Seller -------- hereby agrees to sell, convey and assign to PurchaserBuyer, and Purchaser Buyer hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “"Property”"):
(a) the Real Property, 1.1.1 The real property which is legally described on Exhibit A 1.
1.1 attached hereto, together with any and all rights, privileges privileges, easements, appurtenances, advantages, streets, alleys, strips, gores, mineral rights and easements water rights appurtenant thereto that thereto, which are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under Seller (the Real Property"Land");
(b) all 1.1.2 All buildings located on the Real Property, and all other improvements and fixtures of every kind and description located on in, on, over or under the Real Property that are owned by Seller, if any, Land including without limitation those certain buildings consisting of approximately 204 hotel rooms and suites, any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and systems, facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants parking lots or structures, landscaping and roadways (all of which are collectively referred to as the “"Improvements”"). The Land and Improvements are collectively referred to as the "Real Property";
1.1.3 All tangible personal property of any type owned by Seller and relating to the ownership, leasing, advertising, use, maintenance or operation of the Real Property and located at the Real Property (collectively, "Personal Property");
(c) all right, title and 1.1.4 To the extent assignable the interest of Seller in and to any furniture(i) the leases, furnishingslicenses, artworkoccupancy agreements, decorations airline agreements, corporate accounts agreements, advance booking agreements, convention reservation agreements and other tangible personal property located agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, licensees, concessionaires or other entities thereunder, all as identified in Exhibit 1.1.4 attached hereto, which are in effect on the Closing Date (the "Leases"); (ii) any commission agreements, advertising contracts, service contracts and used equipment leases to be assumed by Buyer as described on Exhibit 1.1.4 attached hereto; (iii) all current licenses (exclusive of the Commitment Agreement, as defined below), permits, certificates of occupancy, approvals and entitlements issued or granted in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) businesses operated thereon as well as any and all assignable or transferable development rights and any other intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights interests or privileges relating to or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service used in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating subject to the Real provisions of a standard Holiday Inn License Agreement to be obtained by Buyer, the right to use the current names of the Property, the Improvements or the operation thereoflogos, including without limitation the licenses trademarks, tradenames and permits listed on Schedule 2 (the “Permits”)symbols and promotional materials; and (v) all assignable contracts and contract rights transferrable warranties, guarantees or sureties relating to the Real Property or the ImprovementsPersonal Property, including the contracts listed on Schedule 3 (the “Service Contracts”), all of which shall survive the Closing (all of the foregoing are hereinafter collectively referred be assigned by Seller to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and Buyer pursuant to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are form described in effect on the date of Closing Section 8.1.3 below (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”"Assignment"). The Leases, in each case together with the current monthly rent commission agreements, advertising contracts, service contracts and Security Deposit relative thereto, equipment leases to be assigned by Seller and assumed by Buyer are set forth limited to those specifically described on Schedule 4 (the “Rent Roll”)Exhibit 1.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American General Hospitality Corp)
Property. Subject The conveyance by Seller to Purchaser of Seller's assets and the terms and conditions hereofassignment of all of Seller's beneficial interest in the Trust shall include certain tracts or parcels of land situated in Berkshire County, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real PropertyMassachusetts, which is legally tracts are more particularly described on in Exhibit A "A" attached heretohereto and made a part hereof for all purposes, together with all and singular the rights and appurtenances pertaining to such property including any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furnitureadjacent strips or gores, furnishingsstreets, artwork, decorations alleys or rights-of-way and all rights of ingress and egress thereto (the foregoing property is herein referred to collectively as the "Land"). The conveyance by Seller to Purchaser referred to hereinabove shall also include all buildings and other improvements on the Land, including specifically, without limitation, the hotel and timeshare units, all unsold timeshare inventory, health and fitness facilities and all other amenities located thereon and commonly known as "Oak N' Spruce Resort" (the foregoing property is herein referred to collectively as the "Hotel"). 2 The conveyance by Seller to Purchaser shall also include all fixtures and personal property, tangible personal property located on or intangible, of any kind whatsoever owned by Seller and used in connection with the Real Property and Improvementsoperation of the Hotel, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: , the following items:
a. All contracts for the use or occupancy of guest rooms and/or the banquet facilities of the Hotel;
b. All engineering, maintenance, and housekeeping supplies, including soap, cleaning materials and matches; stationery and printing; and other supplies of all kinds, whether used, unused or held in reserve storage for future use in connection with the maintenance and operation of the Hotel, which are on hand on the date hereof, subject to such depletion and including such resupplies as shall occur and be made in the normal course of business;
c. All machinery, equipment, fixtures, furniture, artwork and other decorative items, signage and other personal property of every kind and character owned by Seller and located in or used in connection with the operation of the Hotel including, without limitation, (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of any furnishings, equipment or other personalty located in any business or management offices located in the Improvements)Hotel; (ii) all air rights, excess floor area rights maintenance equipment and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service tools owned by Seller and used in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”)Hotel; and (viii) all assignable contracts switchboards, computers and contract rights relating other machinery, equipment, fixtures, and keys;
d. The name "Oak N' Spruce Resort" and any other names, logos and designs used in the ownership or operation of the Hotel including, without limitation, the names, logos and designs now used in connection with the restaurants, cocktail lounges, night clubs, banquet rooms and meeting rooms in and/or about the Hotel, together with the goodwill appurtenant to each of such names, logos and designs;
e. All food and beverage (alcoholic and non-alcoholic) which is on hand on the date hereof, whether issued to the Real Property food and beverage department or held in reserve storage, subject to such depletion and including such resupplies as shall occur and be made in the Improvementsnormal course of business;
f. All service, maintenance, union, employment (including pension and other employee benefit plans), purchase orders and other contracts respecting the ownership, maintenance, operation, provisioning or equipping of the Hotel, including warranties and guaranties relating thereto;
g. All oral or written agreements pursuant to which any portion of the contracts listed on Schedule 3 Land or Hotel is used or occupied by anyone other than Seller (the “Service Contracts”property described in this clause is herein referred to collectively as the "Leases");
h. Any working capital reserves maintained by Seller, which shall survive any reserves maintained by Seller for the Closing (purpose of replacing furniture, fixtures and equipment, all utility and similar deposits, and all prepaid license and permit fees, all of the foregoing are hereinafter collectively referred to be determined as of the “Intangible Property”); and
(e) All right, title and interest date of Seller in closing and to be transferred at closing;
i. All china, glassware, linens, silverware and uniforms, whether in use or held in reserve storage for future use, in connection with the leases and other occupancy agreements covering all or any portion operation of the Real Property or the Improvements to the extent they Hotel, which are in effect on hand on the date hereof, subject to such depletion and including such resupplies as shall be made in the normal course of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).business;
Appears in 1 contract
Property. Subject to (1) Each of the terms Company and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaserits Subsidiaries has good, and Purchaser hereby agrees to purchase in the case of real property, insurable, title to, or, in the case of securities and accept from Seller on the Closing Date investments, a “security entitlement” (as defined in Section 4.1 belowthe Uniform Commercial Code) in, or in the case of leased property, a valid and enforceable leasehold interest in, all property (whether real or personal, tangible or intangible, and including securities and investments) (all real property leased or owned by the Company or its Subsidiaries, including all appurtenances and improvements thereto and fixtures thereon, being referred to herein as “Company Real Property”), and assets purported to be owned or leased by the Company or its Subsidiaries, except for the following (collectively, “Permitted Liens”): (i) immaterial defects that do not detract from the “Property”):value of the property, (ii) statutory Liens for current Taxes or other governmental charges or withholding not yet due and payable or the amount or validity of which is being contested in good faith and for which appropriate reserves required pursuant to GAAP have been made, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course, (iv) zoning, entitlement, building and other land-use regulations imposed by Governmental Entities which are not violated by the current use and operation of such property or which can be insured over, (v) covenants, conditions, restrictions, easements and other similar non-monetary matters of record affecting title to any property which in the aggregate do not materially impair the occupancy and use of such property and (vi) any right of way or easement related to public roads which in the aggregate do not materially impair the occupancy and use of such property.
(a2) the Real Property, which is legally described on Exhibit A attached hereto, together with any The Company has Previously Disclosed to Purchaser a complete and accurate list of all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Company Real Property, and has made available to Purchaser complete and accurate copies of all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions lease documents relating to real property leased by the Real Property, the Improvements Company or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).its
Appears in 1 contract
Property. Subject For purposes of this Agreement, the "Property" shall mean and include in its present "AS-IS", "WHERE IS" condition, all of Seller's right, title and interest in and to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):following:
(a) those certain patented mining claims situated in the Real PropertyDahlonega Mining District in Lemhi County, which is legally Idaho, referred to as Assessor Parcel Nos. RP990000004004CA, RP990000004048AA, RP990000004048BA, RP990000040470A and more particularly described on in Exhibit A "A" attached heretohereto and incorporated herein by this reference (the "Land");
(b) those certain unpatented mining claims situated in Lemhi County, together with Idaho and more particularly described in Exhibit “B” attached hereto and incorporated herein by this reference (the “Claims”)
(c) any and all rights, privileges and easements appurtenant thereto that are owned by Sellerto the Land, including including, without limitation all of Seller’s rightlimitation, title and interestdevelopment rights, if anymineral rights, in and to all mineralsair rights, oilwater, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Propertywater rights, and all riparian rights relating to the Land and rights-of-way or other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and appurtenances used exclusively in connection with the operation beneficial use and occupancy thereofenjoyment of the Land (collectively, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”"Appurtenances");
(d) all assignable improvements, fixtures, buildings and structures located on the Land and all on-site parking structures or transferable intangible propertyspaces, includingif any (collectively, but not limited to: the "Improvements" and together with the Land, the "Real Property");
(ie) all guaranties any and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service use and occupy the surface and subsurface of the Real Property, including any exclusive rights to mine and otherwise utilize and dispose of, or to allow others to mine and otherwise utilize or dispose of, all minerals, mineral substances, mineral rights and estates of every kind and character, on, in connection with the Improvements and under the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(ef) All rightall permits, title and interest of Seller in and to the leases licenses, registrations, certificates, variances, consents, authorizations, governmental approvals and other occupancy agreements covering all entitlements necessary for the ownership, use, 126539-0003/143910646.16 Stead 1 operation or any portion maintenance of the Real Property or otherwise relating in any way to the Improvements Real Property (the "Permits") to the extent they such Permits are in effect on the date transferrable under applicable law. As used herein, "Property" does not include any of Closing Seller's liabilities of any kind whatsoever (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”than those specifically listed).
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that thereto, which are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, interest in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that which are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Property. Subject Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined set forth in Section 4.1 below) the following (collectively, the “Property”):
this Contract: (a) the Real Propertyparcel of land commonly known as ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, which is legally ▇▇▇ ▇▇▇▇, ▇▇ (Tax Block 1339, ▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇) and as more particularly described on in Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
hereto (“Land”); (b) all buildings buildings, structures, fixtures, support systems, accessways, garages, site improvements, signs and other improvements affixed to or located on the Real PropertyLand, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants the Tenant (all of which are collectively referred to as defined below) situated on the Land (collectively, “ImprovementsBuilding”);
; (c) all right, title and interest of Seller, if any, in and to alleys, easements, rights-of-way, the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to any furniturethe Land and Building which shall include, furnishingswithout limitation, artworkall of the Development Rights (as hereinafter defined) to improve and develop the Land available under the Zoning Resolution (as hereinafter defined) in excess of those utilized by the Building and that accordingly are available for transfer pursuant to the Zoning Resolution, decorations if any; (e) all right, title and other interest of Seller, if any, in and to the fixtures and tangible personal property located on and used in connection with upon the Real Property and Improvements, including without limitation Land or within the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible propertyBuilding, including, but not limited to: (i) without limitation, any and all guaranties appliances, furniture, art work, planters, canopies, carpeting, draperies and warranties (including guaranties curtains, tools and warranties pertaining to construction of the Improvements); (ii) all air rightssupplies, excess floor area rights inventories, equipment and other development rights relating items of personal property attached or appurtenant to the Real Property Building and owned by Seller (excluding cash and any software except for software that operates any heating, cooling or other mechanical systems at the Improvementsproperty), used in the operation of the Land and the Building; (iiif) all rights that certain lease by and between Seller, as landlord, and The United Nations (“Tenant”), as tenant, dated as of July 24, 2007, as amended, supplemented or otherwise modified from time to obtain utility service in connection with the Improvements time (“Lease”) and the Real Property; security deposit thereunder (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “PermitsSecurity Deposit”); and (vg) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements contracts listed on Exhibit B (“Service Contracts”), to the extent they are Buyer elects to assume the same pursuant to the terms of this Contract, and the Brokerage Agreement (defined below), and (h) all right, title and interest of Seller in effect on the date licenses, permits, warranties and guarantees and plans and specifications held by Seller in connection with the Property (as defined below). As used in this Contract, the term (i) “Property” shall mean, collectively, (a) through (h) above, and (ii) “Development Rights” means the rights, including, without limitation, any rights commonly known as “air rights,” as determined in accordance with the Zoning Resolution of Closing the City of New York effective as of December 15, 1961, as amended (collectively the “LeasesZoning Resolution”), together with all current rents which are appurtenant to a zoning lot, to develop the zoning lot by enlarging an existing building or other structure thereon or by erecting a new building or other structure thereon which has a total floor area determined by (i) multiplying the area of the zoning lot by the maximum allowable floor area ratio established for the zoning district or districts in which the zoning lot is located, and (ii) the inclusion of any bonus floor area and other sums due thereunder (development rights which may become available to a building constructed on the “Rents”) and any and all security deposits in connection therewith (zoning lot through the “Security Deposits”). The Leasesprovision of an amenity or public benefit, either on or off of the zoning lot, in each case together accordance with the current monthly rent and Security Deposit relative theretoapplicable provisions of the Zoning Resolution, are set forth on Schedule 4 (the “Rent Roll”).and
Appears in 1 contract
Sources: Real Estate Sale Contract (Government Properties Income Trust)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Lexington, the “Property”):
(a) the Real PropertyFayette County, which is legally described Kentucky, consisting of approximately 7.00 acres of land as generally depicted on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part hereof; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , and to the extent assignable, all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇haser agrees to buy, subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):described property:
(a) the Real Propertyfollowing parcels of land:
(i) that certain parcel of land located at 28 Kenney Drive, which is legally described Cranston, Rhode Island as mor▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ on Exhibit A attached heretoA-1 (hereinafter referred to as the "Parcel" or the "Premises"); and (ii) all right, together with any title and interest of Seller in and to all rights, privileges and easements appurtenant thereto that are owned by Sellerto the Premises, including including, without limitation limitation, all development rights, air rights, water, water rights, riparian rights and water stock relating to the Premises and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Premises and all of Seller’s 's right, title and interest, if any, interest in and to all minerals, oil, gas roads and other hydrocarbon substances on and under alleys adjoining or servicing the Real PropertyPremises;
(b) all buildings located the approximately 54,580 square foot building on the Real Property, Parcel (the "Building") and all other improvements and fixtures located on the Real Property that are owned by SellerPremises (collectively, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “"Improvements”");
(c) all right, title and interest of Seller in and to all permits, licenses and approvals with respect to the ownership, use and occupancy of the Premises and the Improvements any furniture, furnishings, artwork, decorations all other intangible property now or hereafter owned by Seller and used in the ownership of the Premises; and
(d) all HVAC and boiler systems and other tangible personal property owned by Seller located on and or in or used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction ownership of the Improvements); (ii) Premises but excluding all air rightsfurniture, excess floor area rights fixtures and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service equipment used in connection with the Improvements Seller's business and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All not customarily included in real estate sales. The right, title and interest specified in subparagraphs (a) - (d) of Seller this Section 1 are hereinafter sometimes collectively called the "Property". The right, title and interest specified in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing Subparagraphs (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”a) and any and all security deposits in connection therewith (b) of this Section 1 are hereinafter sometimes collectively called the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)"Real Property".
Appears in 1 contract
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, sell and convey and assign to Purchaser, and Purchaser hereby agrees to purchase from Seller, at the price and accept from Seller on upon the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):other terms and conditions hereafter set forth:
(a) the Real Property, which is legally described fee simple interests in and to the real property listed on Exhibit A Schedule 1.1(a) attached hereto, said real property being more particularly described on Exhibits A-1 through A-11, attached hereto and made a part hereof, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s rightthe estate, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furnitureland lying in the beds of any streets, furnishingsroads or avenues, artworkopen or proposed, decorations public or private, and other tangible personal property located on and used in connection with the Real Property and Improvementsall easements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area licenses, privileges, rights-of-way, strips and gores, rights of ingress and egress, and such other real property rights and other development rights relating or interests appurtenant to the Real Property or the Improvements; foregoing (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertycollectively, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(eb) All rightthe buildings, title structures, improvements, fixtures, facilities, installations, machinery and interest of Seller in and to the leases and other occupancy agreements covering all equipment in, on, under or any portion of over the Real Property and including, but not limited to, the foundations and footings therefor, elevators, plumbing, air conditioning, heating, ventilating, mechanical, electrical and utility systems, signs and light fixtures, doors, windows, fences, parking lots, walks and walkways and each and every other type of physical improvement, located at, on or affixed to the Real Property and, to the fullest extent such items constitute realty under the laws of the State in which the Property is located, as applicable (collectively, the “Improvements”) (the Real Property and the Improvements are hereinafter jointly referred to as the extent they are in effect on the date of Closing “Premises”); and
(collectively c) all written leases, occupancy agreements and rental agreements (collectively, the “Leases”)) for rental units in the Property, together with all current rents tenant security deposits, if any, held by Seller on the Closing Date (as defined below), and other sums due thereunder (ii) all cellular tower leases relating to the Property, if any, as more particularly described on Exhibit B attached hereto and made a part hereof (the “RentsTower Leases”); and
(d) All items of personal property owned by Seller (and expressly excluding any property owned or controlled by Extra Space Storage LLC or its affiliates (“Extra Space”) and any and all security deposits in connection therewith located on or about the Premises (the “Security DepositsTangible Personal Property”). The Leases, in each case together with the current monthly rent and Security Deposit relative theretoincluding, are without limitation, those items of personal property set forth on Schedule 4 (the Exhibit “Rent Roll”).C” attached hereto; and
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, sell and convey and assign to Purchaser, and Purchaser hereby agrees to purchase from Seller, upon the terms and accept from conditions set forth herein, the following properties and assets:
(a) That certain tract of real property located in Webster, Texas more particularly described in Exhibit A attached hereto and made a part hereof for all purposes, together with all of Seller’s right, title and interest in and to (i) all and singular the rights and appurtenances pertaining to such real property, including any easements, and all right, title and interest of Seller in and to adjacent streets, alleys and rights-of-way, and (ii) any and all water, oil, gas, mineral rights, water rights or similar rights or privileges (including tap rights) appurtenant to or used in connection with the ownership or operation of such real property (all of the foregoing being hereinafter collectively referred to as the “Real Property”).
(b) All improvements, structures and fixtures now constructed and completed with respect to and situated on the Closing Date Real Property, including without limitation that certain medical facility (estimated but not guaranteed to contain approximately ▇▇,▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇), and licensed to operate as defined a forty-five (45) bed rehabilitation hospital, tougher with all of Seller’s right, title and interest in Section 4.1 belowall parking areas, loading dock facilities, landscaping and other improvements, structures and fixtures (all of the foregoing being hereinafter collectively referred to as the “Improvements”).
(c) All of Seller’s interest in all leases covering all or any portion of the following Real Property and/or the Improvements (collectively, the “Leases”), all security deposits, prepaid rents and similar prepaid items attributable to periods after Closing, any receivables attributable to periods after Closing for common area maintenance, taxes, insurance and/or other items, if any, due and payable under any lease for all or any portion of the Real Property and/or the Improvements, and all of Seller’s right, title and interest in all parking agreements, and (to the extent assignable) all contract and other intangible rights which are owned by Seller and are appurtenant to the Real Property and/or the Improvements, including (to the extent assignable) any rights of Seller in and to: the license to operate forty five (45) rehabilitation hospital beds; all roof, HVAC and other warranties issued with respect to the Improvements, if any; the right to use of the trade name associated with the Improvements (and any and all derivations of such names to the extent protected by any trademark rights); all licenses, permits and approvals and any service agreements and other contracts affecting the Real Property”):
(a) ; and telephone exchange numbers associated exclusively with the Real Property, which is legally described on Exhibit A attached hereto, together with if any and (all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of the foregoing being hereinafter collectively referred to as the “Intangible Property”).
(d) All of Seller’s right, title and interest, if any, in and to all mineralsequipment, oilfurniture, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Propertyfurnishings, and all other improvements and fixtures located on the Real Property that are owned by Sellermachinery, if anyheating, including without limitation any apparatusplumbing, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating ventilation and air conditioning systems and facilities used to provide any utility serviceequipment, ventilationcarpet, tile, floor coverings, security devices, sprinkler systems, supplies, tenant lease files, leasing records, tenant credit reports, telephone systems, audio systems, keys, surveys, plans and specifications (whether in cad, electronic or other services theretoformat), but excluding fixtures owned maintenance equipment and supplies and all other tangible personal property situated on the Real Property and used in connection therewith or with the Improvements along with Seller’s interest as lessee in any rented or leased personal property, to the extent approved by tenants Purchaser (all of which the foregoing being hereinafter collectively referred to as the “Personal Property”). All of the foregoing items purchased under this Contract are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.)
Property. Subject As used herein, the term “Property” shall be deemed to the terms include Seller’s entire right, title and conditions hereof, Seller hereby agrees interest in and to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) 1.1 the Real Property, which is legally land described on Exhibit A attached hereto(the “Land”), together with any all easements, air and mineral rights and all rightstenements, hereditaments, privileges and easements appurtenant appurtenances thereto that are owned belonging or in any way appertaining thereto located in the City of ▇▇▇▇▇▇, ▇▇▇▇ County, Michigan, designated as Tax I.D. #41-13-01-101-054, and known as and by Sellerthe following address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, including without limitation all of Seller’s right▇▇▇▇▇ ▇▇▇▇▇▇, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property▇▇▇▇▇▇▇▇;
(b) all buildings 1.2 the building located on the Real Property, Land and all other improvements and fixtures located on consisting of approximately 14,552 square feet (the Real Property that are owned by Seller, if any“Building”), including without limitation any apparatusall improvements, fixtures, equipment and appliances incorporated therein personalty owned by Seller and located on or about the Land or used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible propertyconjunction therewith, including, but not limited to: (i, any and all heating, lighting, plumbing, electrical and air-conditioning fixtures and equipment, if any, excluding therefrom any and all personal property which is owned by Walgreen Co., an Illinois corporation ( the “Tenant”) all guaranties and warranties (including guaranties and warranties pertaining or other property owned by the Tenant which is to construction be removed from the Property by the Tenant on or before the expiration of the ImprovementsWalgreen Lease (as hereinafter defined) in accordance with the terms of the Walgreen Lease (collectively, “Tenant’s Personal Property”); .
1.3 any tangible and intangible personal property located on or about or arising out of the ownership of the Property, excluding therefrom Tenant’s Personal Property;
1.4 the use of appurtenant easements, whether or not of record, strips and rights-of-way abutting, adjacent, contiguous, or adjoining the Property, subject, however, to the terms and conditions of the Declaration (ii) as defined in Article IV of this Agreement), and including all air rights, excess floor area of the Seller’s rights and other development rights relating or appurtenant obligations under the Declaration (as to the Real Property or only);
1.5 the Improvements; (iii) all rights to obtain utility service in connection with the Improvements lease by and the Real Property; (iv) all assignable licenses between ▇▇▇▇▇▇ Development Company, LLC and other governmental permits and permissions relating to the Real PropertyTenant, the Improvements or the operation thereofdated July 21, including without limitation the licenses and permits listed on Schedule 2 2006 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “LeasesWalgreen Lease”), together with any other monetary items first arising after the Closing (as hereinafter defined) payable by the Tenant;
1.6 all current rents licenses, permits and other sums due thereunder (franchises issued by any State, Federal or local municipal authorities, relating to the “Rents”) use, maintenance or operation of the Property; and
1.7 all plans and specifications in possession of Seller relating to the construction of any improvements on the Land and all security deposits unexpired claims, warranties, guaranties and sureties received by Seller in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative theretoconstruction, are set forth improvement or equipment of or on Schedule 4 (the “Rent Roll”)Land, if any.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Rodin Global Property Trust, Inc.)
Property. Subject to the terms and conditions hereofof this Contract, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, Seller's respective rights, titles and accept from Seller on the Closing Date (as defined interests in Section 4.1 below) and to all of the following described property or any part thereof (collectively, the “"Property”"):
(aA) the Real PropertyThe land ("Land") located in Cary, which is legally North Carolina more particularly described on Exhibit A attached heretohereto commonly known as Cardinal Woods Apartments, together ▇▇▇▇ther with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Land ("Improvements"), and all rights, titles and interests of Seller appurtenant to the Land and Improvements, including, without limitation, all appurtenant easements, adjacent roads, highways and rights-of-way (the Land and Improvements shall collectively be referred to as the "Real Property that are Property");
(B) All tangible personal property of any kind ("Personalty") owned by Seller and attached to or located on the Land or Improvements; provided, however, the Personalty does not include computer software owned or leased by Seller's property manager;
(C) All leases or other agreements demising space in or providing for the use or occupancy of the Improvements or Land ("Tenant Leases"), if anyand all unapplied deposits, whether security or otherwise ("Deposits"), paid by tenants ("Tenants") under the Tenant Leases, together with all collateral therefor, all guarantees by third parties of the agreements and obligations thereunder of Tenants and, except to the extent otherwise set forth in SECTION 8.6, all rentals, unapplied security deposits, advance rentals, receivables, reimbursements and other items payable by Tenants;
(D) All service contracts, warranties, guaranties and bonds in effect at Closing relating to the Land, the Improvements or the Personalty, to the extent the same are assignable ("Service Contracts");
(E) All certificates, permits, licenses, franchises, authorizations and approvals relating to the Property or the ownership, use, access, occupancy, repair, maintenance or operation thereof, running to or in favor of Seller or the Property and/or the Personalty, and which Purchaser hereafter elects to accept; and
(F) All drawings, plans and specifications covering the Property or any part thereof; all rights to the name "Cardinal Woods Apartments" with respect to the Property, and all trademarks, trade names, service marks, registrations, logos, good will and other rights associated therewith (including without limitation any apparatus, equipment the right to sue for past and appliances incorporated therein and prese▇▇ infringements thereof); all other intellectual property used in connection with the ownership and operation of the Property; all telephone numbers; all tenant files; all operating and occupancy thereofmaintenance files; and all books, such as heating records and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of files which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real ownership and operation of the Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction conduct of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions business of Seller relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).;
Appears in 1 contract
Sources: Contract to Purchase and Sell Property (Angeles Partners X)
Property. Subject For the consideration and upon and subject to the terms terms, provisions and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, all of the following described property (collectively, the “Property”):
(a) Fee simple title in and to the Real Property, which is legally described on Exhibit A attached heretoLand, together with any the Improvements located thereon, and all rights, titles and interests of Seller appurtenant to the Land and Improvements, including, without limitation, all rights, titles and interests of Seller in (i) easements, privileges and easements hereditaments appurtenant thereto to the Land, (ii) without warranty, adjacent strips and gores, adjacent roads, streets, highways, alleys and rights-of-way (both public or private, open or proposed), (iii) access, air, water, riparian, development, utility and solar rights, and (iv) all right, title and interest which accrue to the Land and Improvements being transferred as a member or owner in any applicable owners or condominium association, including all voting and approval rights with respect to the Land and Improvements being transferred (collectively, the interests described in clauses (i) through (iv) being referred to as the “Ancillary Property Rights”):
(b) All of Seller’s and the Operating Lessee’s respective right, title and interest, without warranty, in and to all tangible personal property of any kind (the “Personalty”) owned or leased by Seller and attached to or located on the Land or Improvements or the businesses being conducted thereon (and including, for the Asset and the Sonoma Golf Club, as provided in Schedule 14.14 hereto, certain property owned by Seller and kept at the Sonoma Golf Course clubhouse for use in catering functions at the Sonoma Golf Club), including, without limitation, (i) mechanical systems, fixtures, equipment and machines (including, without limitation, kitchen, food and beverage service, cleaning service, laundry and dry cleaning, office, telephone, telex, internet, facsimile and other telecommunication, cable and satellite television and computer equipment and machines), (ii) maintenance equipment and tools, (iii) site plans, surveys, plans and specifications, marketing materials and floor plans in Seller’s possession to the extent they relate to the Land or Improvements, (iv) pylons and other signs, (v) art work, paintings, posters and other graphics, (vi) devices, tools, carpeting, drapery, curtains and other floor, widow and wall coverings, furniture, fixtures, furnishings, vehicles, carts, appliances, computer hardware and other items which are located upon the Improvements and used exclusively in the operation thereof, or ordered for future use upon the Improvements as of the Closing; (vi) Supplies (including Supplies ordered for future use upon the Improvements as of the Closing); (vii) F&B (including F&B ordered for future use upon the Improvements as of the Closing); and (viii) Retail Merchandise (including Retail Merchandise ordered for future use upon the Improvements as of the Closing). Notwithstanding anything to the contrary contained herein, it is expressly agreed by the Parties that the following shall not be included in the Personalty to be sold to Purchaser hereunder: (A) any fixtures, furniture, furnishings, equipment or other personal property owned or leased (from a party other than Seller, the Operating Lessee or any Affiliate thereof) by Manager (except as otherwise expressly provided otherwise in this Agreement) or any operator, tenant, contractor, or employee, and (B) other items of tangible personal property covered by other Sections of this Section 2.1;
(c) All cash on hand or on deposit as of Closing in any house bank maintained in connection with the ownership or operation of the Land and Improvements (collectively, “House Cash”), all FF&E reserves, if any, held by the Manager at the Asset (collectively, the “FF&E Reserves”), all Existing Debt Reserves, all Bookings and all Accounts Receivable;
(d) All of Seller’s and the Operating Lessee’s respective right, title and interest, without warranty (except as expressly provided in this Agreement), as lessor under any Tenant Leases and any guaranties applicable thereto, and all unapplied deposits, whether security or otherwise (the “Deposits”), paid by tenants (collectively, the “Tenants”) under the Tenant Leases, to the extent transferable (although Seller agrees to use Commercially Reasonable Efforts to cooperate with Purchaser to cause any non-transferable Deposits to be assigned to Purchaser at Closing);
(e) Intentionally Omitted;
(f) All of Seller’s and the Operating Lessee’s right, title and interest as owner under the Assumed Management Agreement;
(g) All of Seller’s and the Operating Lessee’s respective rights, titles and interests, if any, without warranty (except as expressly provided otherwise in this Agreement), in and to (i) the Material Agreements, (ii) intentionally omitted, (iii) any equipment leases or other leases of Personalty, (iv) any installment sales contracts pertaining to Personalty, and (v) all other service, management and maintenance contracts and other contracts relating to the ownership and operation of the Property (collectively, but excluding the Management Agreement, the Master Leases, the Material Agreements and the Tenant Leases, the “Operating Agreements”) that are owned by not terminated at Closing as set forth in Section 9.6 hereof; and warranties, guaranties and bonds in effect at Closing relating to the Land, the Improvements or the Personalty, to the extent same are assignable without cost to Seller, including without limitation unless Purchaser pays such costs;
(h) Subject in all respects to the provisions of Section 13.4 below, all of Seller’s and the Operating Lessee’s respective right, title and interest, if any, without warranty (except as expressly provided otherwise in this Agreement), in and to any permits, licenses (but excluding all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property liquor licenses that are owned by SellerParties other than Seller and the Operating Lessee, if any, including without limitation which Purchaser acknowledges are not being sold and will not be transferred to Purchaser hereunder (although Seller agrees to use Commercially Reasonable Efforts to cooperate with Purchaser to cause any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures liquor licenses owned by tenants (all the Manager under a Terminated Management Agreement to cause such Manager to assign its liquor license for the Asset to Purchaser at Closing)), certificates of which are collectively referred occupancy and governmental approvals to as the “Improvements”);
(c) all rightextent the same relate to the Land, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 Ancillary Property Rights, Personalty, Operating Agreements or Tenant Leases (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (iwithout limitation, liquor licenses) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); , and (v) all assignable contracts and contract rights relating to the Real Property or extent the Improvementssame are assignable without cost to Seller, including the contracts listed on Schedule 3 unless Purchaser pays such costs;
(the “Service Contracts”i) Without warranty (except as expressly provided otherwise in this Agreement), which shall survive the Closing (all of Seller’s and the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All Operating Lessee’s right, title and interest in the following trade names and trade marks: “Sonoma Mission Inn & Spa”, “Sonoma Mission Inn Spa & Country Club”, “Sonoma Mission Inn Golf & Country Club”, “Sonoma Spa Resorts”, the SMI Logo, “Sante” and “Big 3 Diner” (collectively, the “Intellectual Property”)and
(j) All of Seller Seller’s and the Operating Lessee’s respective right, title and interest, without warranty and to the extent the same are transferable, in and to (i) computer software used in connection with any computer systems located on or within the leases Land and/or Improvements; and other occupancy agreements covering all or (ii) direct dial telephone numbers for the Property (but excluding (x) any portion of the Real Property such items in which Seller or the Improvements Operating Lessee possesses an interest pursuant to the extent they Management Agreement, and (y) items of intangible personal property that are otherwise the subject of other defined terms set forth in effect on this Agreement or attributable to other properties also owned by the date of Closing Seller) (collectively collectively, the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent RollIntangible Personal Property”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Crescent Real Estate Equities Co)
Property. Subject to the terms and conditions hereofherein, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectively, the “Property”):described property:
(ai) the Real PropertyAll those certain tracts or parcels of land located in Florence, which is legally South Carolina, consisting of approximately 7.40 acres of land as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (the Real Property;“Shopping Center”); and
(bii) all buildings That certain tract of land, the location and quantity of such land shall be agreed upon by Seller and Purchaser before Closing, located in Florence, South Carolina, immediately adjacent to the property described on Exhibit A, which is the Real Propertyaccess lane that runs in front of the small shops past the property owned by ▇▇▇▇ ▇. ▇▇▇▇▇▇ and then exits to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and which is currently owned by ▇▇. ▇▇▇▇▇ or an entity affiliated with ▇▇. ▇▇▇▇▇, (the “Access Lane”)
(iii) Said Shopping Center and Access Lane and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereofof this Contract, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) the The “Real Property, which is legally ,” being the land described on in Exhibit A “A” attached hereto, located at [PROPERTY ADDRESS] and commonly known as [BUILDING/PROJECT NAME]; all improvements and fixtures (other than fixtures owned by tenants pursuant to the Leases, as defined below) located thereon, including but not limited to the buildings located on such land (collectively, the “Improvements”); all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property; and all right, title, and interest of Seller in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such real property.
(b) The “Leases,” being all right, title and interest of Seller, as landlord, in all leases of space or other occupancy agreements affecting the Improvements, including leases or occupancy agreements which may be made by Seller after the Effective Date and before Closing as permitted by this Contract, and all amendments and supplements thereto, together with any and all rights, privileges guaranties and easements appurtenant thereto that are owned security received by Seller, including without limitation all of Seller’s right, title and interest, if anyas landlord, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);therewith.
(c) The “Personal Property,” being all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other all tangible personal property located on and now or hereafter used in connection with the operation, ownership, maintenance, management, or occupancy or improvement of the Real Property and or Improvements, including without limitation limitation: equipment; machinery; furniture; art work; furnishings; office equipment and supplies; and, whether stored on or offsite, all tools, supplies, and construction and finish materials not incorporated in the personal property listed on Schedule 1 (the Improvements and held for repairs and replacements. The term “Personal Property”);” also shall include any and all deposits, bonds or other security deposited or delivered by Seller with or to any and all governmental bodies, utility companies or other third parties in connection with the operation, ownership, maintenance, management, occupancy or improvement of the Real Property.
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the The “Intangible Property”); and
(e) All ,” being all, right, title and interest of Seller in and to all intangible personal property now or hereafter used in connection with the leases and other operation, ownership, maintenance, management, or occupancy agreements covering all or any portion of the Real Property or Improvements, including without limitation: all trade names and trademarks associated with the Real Property or Improvements, including without limitation the name of the Improvements; the plans and specifications for the Improvements; warranties; indemnities; claims against third parties; all contract rights related to the construction, operation, ownership or management of the Real Property or Improvements that are expressly assumed by Purchaser pursuant to this Contract; applications, permits, approvals and licenses (to the extent they are in effect on the date of Closing (collectively the “Leases”assignable), together with all current rents ; insurance proceeds and other sums due thereunder (the “Rents”) and any condemnation awards or claims thereto to be assigned to Purchaser hereunder; and all security deposits in connection therewith (books and records relating to the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, The Property which is legally subject to this Agreement shall mean the following:
(i) that parcel of land described on Exhibit A (attached heretohereto and made a part hereof) totaling approximately one (1) acre, having a street address of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and bearing Mecklenburg County Tax Parcel Number 20501311 (which is located in the Community Development Project Area (defined hereinafter)), with the acreage to be confirmed and further described on the Survey (defined below) (the “Land”), together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to (x) any furnitureimprovements on the Land, furnishingsany land lying in the bed of any street, artworkroad or avenue, decorations and other tangible personal property located on and used open or proposed, in connection with front of or adjoining the Real Property and ImprovementsLand to the center line thereof, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(dy) all assignable or transferable intangible propertyeasements and rights-of-way appurtenant to the Land, including, but not limited to: , privileges and rights of way over adjoining premises inuring to the benefit of the Land, or the fee owner thereof, and
(iz) all guaranties rights of use, air, mineral and warranties subsurface rights, servitudes, licenses, tenements, rights, privileges, hereditaments and appurtenances now or hereafter belonging to the Land (including guaranties collectively, the “Appurtenant Rights”) (the Land and warranties pertaining the Appurtenant Rights may be collectively referred to construction of herein as the Improvements“Real Property”); and
(ii) all air rightsonly to the extent actually existing and readily available (i.e., excess floor area rights within Seller’s possession) at no additional expense to Seller (other than de minimis expenses incurred in connection with making copies), Seller’s right, title and interest in any (x) licenses, permits, entitlements, certificates, inspections, and other development rights relating or appurtenant to governmental approvals held by Seller for the Real Property which may be necessary or desirable, in Buyer’s opinion, to develop the Improvements; (iii) all rights to obtain utility service in connection with the Improvements Property and operate Buyer’s business on the Real Property; and (ivy) all assignable licenses surveys, title policies or abstracts, architectural drawings, site plans, engineering drawings, and other governmental permits plans and permissions specifications and other documents relating to the Real Propertyownership, construction, development, or operation of the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”)Land; and (vz) all assignable contracts maintenance records, reports, notices and contract rights relating to other information concerning the Real Property or the Improvements(collectively, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); andprovided, however, any Intangible Property provided hereunder shall be provided to Buyer AS-IS WHERE-IS with all faults and with no representation or warranty of any kind and shall be returned to Seller upon any termination of this Agreement.
(eb) All rightThe Land, title Appurtenant Rights, and interest Intangible Property may be collectively referred to herein as the “Property.”
(c) The Land may be shown on one or more surveys (collectively, “Survey”) to be obtained by Buyer at Buyer’s sole cost and expense, and if Buyer in its sole and absolute discretion determines to obtain a Survey, such Survey shall be prepared by a Surveyor licensed in the State of Seller in and North Carolina. Notwithstanding anything to the leases and other occupancy agreements covering all or any portion of contrary herein, the Real Property or Purchase Price shall remain unchanged even if the Improvements to Survey reveals that the extent they are in effect on the date of Closing Land is less than one (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”1) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)acre.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject to the terms of this Purchase and conditions hereofSale Agreement (the “Agreement”), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of Seller’s right, title and accept from Seller on interest in and to the Closing Date multi-family residential apartment property containing eleven (11) residential units, known as defined ▇▇▇▇▇ Place and located at 219 and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ in Section 4.1 below) the following Alexandria, Virginia (collectively, the “Property”):), which shall include the following:
(a) the Real Property, which is legally The parcel of land described on Exhibit A attached heretohereto (the “Land”), together with any all buildings, structures and other improvements on the Land (the “Improvements”), and all appurtenances of the Land, including, without limitation, easements, rights-of-way, privileges privileges, benefits, tenements, hereditaments and easements appurtenant thereto that are other rights relating thereto, and all right, title, and interest, if any, of Seller in and to the land lying within any street, alley or roadway adjoining the Land or any vacated or hereafter vacated street or alley adjoining the Land.
(b) All of Seller’s right, title and interest, in and to all fixtures, furniture, equipment, supplies and other tangible personal property, if any, owned by Seller (the “Personal Property”) presently attached or appurtenant to, located in or on and used exclusively in connection with the Land, including, without limitation, the personal property listed on Schedule I attached hereto, but excluding any items of personal property owned by tenants, any managing agent or others.
(c) All of Seller’s interest, as landlord, in the “Leases,” being all leases, subleases and all other occupancy agreements for any portion of the Land and the Improvements, and all amendments and addenda thereto, and including without limitation all such leases, subleases and other agreements which may be made by Seller after the date hereof and before Closing as permitted by this Agreement.
(d) All of Seller’s right, title and interest, if any, in and to all mineralsintangible personal property related to the Property, oilto the extent they exist and are assignable and without warranty (the “Intangible Personal Property”), gas including, without limitation, the following items: (i) licenses, permits approvals, certificates of occupancy, consents, authorizations, variances and other hydrocarbon substances on and under waivers related to the Real Property;
, (bii) all buildings located on the Real Propertytrade names, trademarks, logos and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and symbols associated or used in connection with the operation Land and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including Seller’s rights and interests in the contracts listed on Schedule 3 name “▇▇▇▇▇ Place Apartments” and variations thereof, (the “Service Contracts”)iii) plans, which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title specifications and interest of Seller in other architectural and engineering drawings related to the leases Improvements, (iv) warranties and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are guaranties; (v) Service Contracts (as hereinafter defined) assumed by Purchaser in effect on the date of Closing accordance with this Agreement, (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”vi) and any and all security deposits in connection therewith telephone and facsimile numbers assigned to Seller with respect to the Property, and (vii) leasing, marketing and promotional brochures and other advertising materials relating to the “Security Deposits”). The LeasesProperty, in each case together with including, without limitation, all web addresses, domain names, URLs, all social media accounts and logo, photo, video and e-brochure files for the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Resource Apartment REIT III, Inc.)
Property. Subject to the terms of this Purchase and conditions hereofSale Agreement and Joint Escrow Instructions (this “Agreement”), Seller hereby agrees to sell, convey and assign sell to PurchaserBuyer, and Purchaser hereby ▇▇▇▇▇ agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) The real property described in Exhibit A (the “Real Property”), together with the buildings and improvements thereon (the “Improvements”), and all appurtenances of the above-described Real Property, including easements or rights-of-way relating thereto, and, without warranty, all right, title, and interest, if any, of Seller in and to the land lying within any street or roadway adjoining the Real Property or any vacated or hereafter vacated street or alley adjoining said Real Property.
(b) All of Seller’s right, title and interest, in and to all fixtures, furniture, equipment, and other tangible personal property, if any, owned by Seller presently located on the Real Property and used in the operation or maintenance of the Real Property, which is legally described are listed on Exhibit A attached heretoF hereto (the “Personal 1 Note to Draft: This deposit is subject to adjustment based on actual and projected vacancies at signing.
(c) All of Seller’s interest, together with as landlord, in the “Leases,” being all leases and subleases of the Improvements and any and all rightsguaranties of the Leases, privileges and easements appurtenant thereto that are owned all leases which may be made by SellerSeller after the date hereof and before Closing as permitted by this Agreement, including without limitation all amendments thereto.
(d) All of Seller’s right, title and interest, if any, in and to all mineralsof the following items, oilto the extent assignable and without warranty (the “Intangible Personal Property”): (A) licenses, gas and permits relating to the operation of the Property, (B) plans and specifications and other hydrocarbon substances on architectural and under engineering reports or drawings for the Real Property;
Improvements, (bC) all buildings located on Services Contracts (as defined below) but only to the extent Seller's obligations thereunder are expressly agreed to be assumed by Buyer pursuant to this Agreement and (D) if still in effect and at Buyer’s cost, indemnities, guaranties and warranties, related to the Improvements and Real Property, and all including warranties with respect to the Roof Repair (as defined below), received by Seller from any contractor, manufacturer or other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used person in connection with the construction or operation and occupancy thereofof the Property. Notwithstanding the foregoing, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all the following are excluded from the definition of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Intangible Personal Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited tounder this Agreement: (i) any of the foregoing items related to the Roof Claim (as described in Exhibit H), and Seller and Buyer hereby acknowledge and agree that (1) any and all guaranties and claims, demands, actions, causes of action, suits, rights, representations, warranties (including guaranties any warranties provided by California Rainguard, Inc.), agreements and warranties pertaining damages of any kind whatsoever related to construction the Roof Claim shall remain the exclusive rights of the Improvements)Seller, (2) any settlement sums or litigation recoveries obtained related to the Roof Claim shall be paid to the Seller and shall be the Seller’s recovery, and (3) Seller has the exclusive right to provide a release to Defendants California Rainguard, Inc. and Does 1-100 related to the Roof Claim and any such release shall be binding upon the Buyer and any of its successors and assigns; and (ii) all air rightsany trade names, excess floor area rights trademark, copyrights, service marks, logos, graphics (including, without limitation, any signage, promotional materials and websites) and other development rights relating or appurtenant with respect to the Real Property or the Improvements; (iiiname(s) all rights to obtain utility service in connection with the Improvements “Prometheus” and/or “I am Home.” Seller shall indemnify, defend and hold Buyer, Buyer’s Board of Trustees and its members, officers, employees and agents of each of them and their respective heirs, successors, personal representatives and assigns and the Real Property; property harmless from and against any and all damages, legal or administrative proceedings, demands, liabilities, losses, claims, liens, penalties, fines, judgments, cost or expenses (ivincluding, without limitation, reasonable attorneys’ fees) all assignable licenses and other governmental permits and permissions arising out of or relating to the Real PropertyRoof Claim; provided after Seller has assumed such defense, the Improvements Seller shall have full authority, control, and discretion to select counsel and consultants and to provide such defense, and Buyer shall incur no fees, costs or the operation thereofexpenses, including but not limited to attorneys’ fees and consultant/expert fees/costs, chargeable to Seller without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Seller’s prior written consent.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject to the terms and conditions hereofherein, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Rincon, the “Property”):
(a) the Real PropertyGeorgia, which is legally consisting of approximately 12.78 acres of land as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”) existing as of Closing, such leases as of the Effective Date of this Contract are more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, all assignable other assets and property rights (including intangible assets) relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereofherein, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Orangeburg, the “Property”):
(a) the Real PropertySouth Carolina, which is legally consisting of approximately 9.57 acres of land as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications; but specifically excluding options, warrants, stock, cash, cash equivalents, accounts receivable (other than as expressly adjusted herein), confidential or privileged information, tax returns and related information, and like items. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey sell to Buyer and assign to Purchaser, and Purchaser hereby Buyer agrees to purchase and accept from Seller the real property in the City of Fremont, Alameda County, California, shown on the Closing Date print attached as Exhibit A (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto), together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in all improvements thereon, including, without limitation, all bridges and trestles, subject to the terms and conditions of this Agreement, any and all mineralsapplicable federal, oilstate and local laws, orders, rules, regulations, any and all outstanding rights of record or open and obvious on the ground, and all matters in the form of Quitclaim Deed attached as Exhibit B (the “Deed”), including, without limitation, the following reservations:
(a) EXCEPTING from this sale and RESERVING unto Seller, its successors and assigns, forever, all minerals and all mineral rights of every kind and character now known to exist or hereafter discovered, including, without limitation, oil and gas and other hydrocarbon substances on rights thereto, together with the sole, exclusive and under perpetual right to explore for, remove and dispose of said minerals by any means or methods suitable to Seller, its successors and assigns, but without entering upon or using the Real surface of the Property;, and in such manner as not to damage the surface of the Property or to interfere with the use of the Property by Buyer, its successors or assigns.
(b) all buildings located on the Real Property, FURTHER EXCEPTING from this sale and all other improvements and fixtures located on the Real Property that are owned by RESERVING unto Seller, if anyits successors and assigns, including without limitation any apparatusforever, equipment exclusive PERPETUAL EASEMENTS ten feet (10’) in width, measured five feet (5’) from each side of the centerline of the Fiber Optic Improvements (as defined below), in, on, over, under and appliances incorporated therein and used in connection with across that portion of the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants Property which is the current location of the Fiber Optic Improvements (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Fiber Optics Easement Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with which areas Seller (and its easement holders, lessees, sublessees, licensees, successors or assigns) shall have the current monthly rent and Security Deposit relative theretoright to own, are set forth on Schedule 4 (the “Rent Roll”).construct, reconstruct, maintain, operate, use and/or remove existing and/or
Appears in 1 contract
Property. Subject to the terms and conditions hereofherein contained, Seller hereby agrees to sell, convey and assign sell the “Property” to Purchaser, and Purchaser hereby agrees to purchase and accept the Property from Seller on the Closing Date (Seller. Except as defined in Section 4.1 below) the following (collectivelyotherwise provided herein, the term “Property”):
(a) ” shall be deemed to include the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s entire right, title and interestinterest of Seller, if any, in and to:
(a) Subject to Section 4(g) and 4(h) below regarding the Transit Center Relocation, approximately 142 acres of land (the “Land”) together with: (i) all mineralsbuildings and improvements located thereon, oiland (ii) all easements, air, mineral and oil and gas rights, and other hydrocarbon substances on all tenements, hereditaments, privileges and under the Real Propertyappurtenances thereunto belonging or in any way appertaining thereto;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatusAll fixtures, equipment and appliances incorporated therein personal property owned by Seller and located in, on or about the Property at Closing and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”)conjunction therewith;
(c) all rightThe Billboard/display sign(s), title and interest of Seller in and to any furnitureif any, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) Licenses to all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties utility services (including guaranties storm drains, sanitary sewer, electricity, gas and warranties pertaining to construction of water) servicing the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and;
(e) All goodwill associated with the Property;
(f) Any land lying in the bed of any street, road, alley, right-of-way, title and interest of Seller in and to or avenue, adjoining the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements Land, only to the extent they are such street, road, alley, right-of-way or avenue is not presently open for the general benefit of the public;
(g) The use of appurtenant easements, whether or not of record, adjacent, contiguous or 486928v3 (BSD&D-8/03/2020) adjoining the Land;
(h) All assignable licenses, permits and franchises issued by any federal, state or local municipal authorities relating to the use, maintenance or operation of the Property, including all development rights derived therefrom; and
(i) All plans and specifications in effect the possession of Seller relating to the construction of any improvements on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any Land and all security deposits unexpired warranties received by Seller in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent construction, improvement or equipment located at the Property. Subject to the terms and Security Deposit relative theretoconditions herein contained, are set forth on Schedule 4 (Seller agrees to sell the “Rent Roll”)Property to Purchaser, and Purchaser agrees to purchase the Property from Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Property. Subject to the terms of this Purchase and conditions hereofSale Agreement (the “Agreement”), Seller hereby agrees to sell, convey and assign sell to PurchaserBuyer, and Purchaser hereby Buyer agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) The real property described in Exhibit A (the “Real Property”), together with the buildings and improvements thereon (the “Improvements”), and all rights, benefits, privileges, tenements and appurtenances of the above-described Real Property, including, without limitation, all air rights and development rights, easements and rights-of-way relating thereto, and, without warranty, all right, title, and interest, if any, of Seller in and to the land lying within any street or roadway adjoining the Real Property or any vacated or hereafter vacated street or alley adjoining said Real Property.
(b) All of Seller’s right, title and interest, in and to all fixtures, furniture, equipment, and other tangible personal property, if any, owned by Seller (the “Personal Property”) presently located on the Real Property and used exclusively in the operation or maintenance of the Real Property, which is legally described but specifically excluding any items of personal property owned by any tenant, and any signage with the name “ProLogis”, “Prologis” or “AMB” on Exhibit A attached heretoit.
(c) All of Seller’s interest, together with as landlord, in the “Leases,” being all leases of the Improvements and any and all rightsguaranties of the Leases, privileges and easements appurtenant thereto that are owned all leases which may be made by SellerSeller after the date hereof and before Closing as permitted by this Agreement, including without limitation all amendments thereto.
(d) All of Seller’s right, title and interest, if any, in and to all mineralsof the following items, oilto the extent assignable and without warranty (the “Intangible Personal Property”): (A) licenses, gas permits and other hydrocarbon substances on governmental approvals relating to the construction, operation, ownership, use and under occupancy of the Real Property;
(b) all buildings located on the Real Property, (B) any plans and all specifications and other improvements architectural and fixtures located on engineering drawings for the Real Property that are owned Improvements, and (C) if still in effect and at Buyer’s cost if required by Sellera third party, if anyguaranties and warranties received by Seller from any contractor, including without limitation any apparatus, equipment and appliances incorporated therein and used manufacturer or other person in connection with the construction, operation and occupancy thereofor maintenance of the Property. Notwithstanding the foregoing, such as heating and air conditioning systems and facilities used to provide the following are excluded from the definition of Intangible Personal Property under this Agreement: any utility servicetrade names, ventilationtrademark, or other services theretoservice marks, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all rightlogos, title and interest of Seller in and to any furniture, furnishings, artwork, decorations graphics and other tangible personal property located on and used in connection rights with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant respect to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertyname “ProLogis”, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “PermitsPrologis” and/or “AMB”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Property. Subject to In accordance with the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to PurchaserBuyer, and Purchaser hereby Buyer agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) the 1.2.1. The “Real Property, which is legally ,” being the land described on in Exhibit A attached hereto, which is 30 acres located along C▇▇▇▇▇▇▇ Farms Avenue in Wake Forest, Wake County, North Carolina, and will include eleven (11) buildings containing a total of two hundred eighty-eight (288) residential units, together with any (i) all other buildings, structures, parking areas, sidewalks landscaping and improvements located thereon (collectively with the buildings, the “Improvements”), (ii) all and singular the rights, privileges benefits, privileges, easements, tenements, hereditaments, and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, appurtenances thereon or in and anywise appertaining to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and (iii) all other improvements right, title, and fixtures located on interest of Seller in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such real property. The Improvements which are to be constructed upon the Real Property that are shall be designed and constructed as part of an integrated multi-family apartment complex/community known as “Estates at Wakefield” (the “Project”) in accordance with the Plans and Specifications, as may be changed, modified or supplemented in accordance with the terms of Section 2.6 below.
1.2.2. Seller’s interest as landlord in the “Leases,” being all leases of the Improvements, including leases which may be made by Seller after the date hereof and prior to Closing as permitted by this Agreement (and any one of said Leases may hereinafter be referred to as a “Lease”).
1.2.3. The “Tangible Personal Property,” being all furniture, furnishings, fixtures, equipment, appliances, supplies, construction materials, machinery, signage and other tangible personal property owned by Seller, if any, including without limitation and Seller’s interest in any apparatussuch property leased by Seller, equipment and appliances incorporated therein if any, now or hereafter located in and used exclusively in connection with the operation operation, ownership or management of the Real Property or which is required to be included in the Project pursuant to the terms hereof. During the Initial Inspection Period, Seller and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as Buyer shall agree on the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection that will be conveyed at Closing consistent with the Real Property and Improvements, including without limitation Required Standard.
1.2.4. Seller’s interest in the “Intangible Personal Property,” being all intangible personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties owned by Seller and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant related to the Real Property or which is required to be included in the Project pursuant to the terms hereof, including, without limitation, the following: the Design Rights, the Plans and Specifications and other architectural and engineering drawings for the Improvements, if any, to the extent assignable; (iii) all rights warranties, if any, in the possession of Seller or Seller’s property or asset manager, to obtain utility service in connection with the Improvements and extent assignable; contract rights, if any, related to the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to construction, operation, ownership, or management of the Real Property, the Improvements or the operation thereofProject (to the extent assignable, including without limitation but excluding Seller’s obligations thereunder except those expressly assumed pursuant to this Agreement); government permits, approvals and licenses (to the licenses and permits listed on Schedule 2 extent assignable); telephone exchange numbers (to the “Permits”extent assignable); and tradenames (v) all assignable contracts and contract rights relating to including, without limitation, the Real Property or the Improvements, including the contracts listed on Schedule 3 (the name “Service ContractsEstates at Wakefield”), which shall survive trademarks, servicemarks, website domains, and advertising materials used in connection with the Closing Project (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”assignable). The Leases, in each case together with Intangible Personal Property shall exclude the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the name “Rent Roll”)Woodfield” or any variation thereof.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Trade Street Residential, Inc.)
Property. Subject to the terms and conditions hereofherein, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Romeoville, the “Property”):
(a) the Real PropertyIllinois, which is legally as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, to the extent assignable at no cost to Seller and without the consent of third parties, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelySeller, the “Property”):following:
(a) the Real Propertya. All that parcel or tract of real property lying and being in Mira Loma, which is legally Riverside County, California, containing approximately 41.94 acres, as more particularly described on Exhibit A attached hereto, including all strips, gores, easements, rights of way, privileges, appurtenances and other rights pertaining to the land (“Land”), together with any and all rightsa building (“Building”), privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real PropertyLand, containing approximately 886,052 square feet and having an address of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Mira Loma, California, and together with all other improvements and fixtures located on the Real Property that are owned by SellerLand (collectively, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
b. All fixtures (ccollectively “Fixtures”) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction which are part of the Improvements), such as plumbing, electrical, heating and cooling equipment and office walls and partitions; (ii) all air rightsthe Fixtures do not include the furniture, excess floor area rights furnishings and other development rights relating or appurtenant to personal property of Syratech which will be present in the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect Building on the date of Closing (collectively as hereinafter defined) or any of the “Leases”)racking or other trade fixtures of Syratech which will also be present in or attached to the Building on the date of Closing;
c. To the extent assignable, together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith warranties and guaranties pertaining to the Improvements, all licenses, permits and certificates of occupancy relating to the Improvements and all plans, drawings, specifications and surveys relating to the Land or the Improvements (collectively, “Contract Documents”); and
d. Insurance and condemnation proceeds, if any, which may be payable with respect to the Property as of the date of Closing and all rights, remedies, claims and proceeds relating to any and all warranties assigned pursuant to item c., above (collectively, “Security DepositsProceeds and Rights”). The LeasesLand, in each case together with the current monthly rent Improvements, Fixtures, Contract Documents and Security Deposit relative thereto, Proceeds and Rights are set forth on Schedule 4 (hereinafter referred to collectively as the “Rent RollProperty”).
Appears in 1 contract
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “"Property”"):
(a) the The "Real Property, which is legally ," being the land described on Exhibit in EXHIBIT A attached hereto, together with any containing approximately 52,100 square feet; all improvements and fixtures (other than fixtures owned by tenants pursuant to the Leases) located thereon, including but not limited to a five-story office building located on such land (the "Improvements"); all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property (including, without limitation, those appurtenances established under the REA); and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title title, and interest, if any, interest of Seller in and to all mineralsstrips and gores and any land lying in the bed of any street, oilroad or alley, gas open or proposed, adjoining such real property. The Real Property and other hydrocarbon substances the Personal Property shall exclude the boiler on the Property, and under the Real Property;pipes connecting to such boiler, that serves the Adjoining Property (the "Adjoining Property Boiler"). Seller shall retain ownership of the Adjoining Property Boiler.
(b) The landlord's interest in the "Leases," being all buildings located on leases and subleases of space or other occupancy agreements affecting the Real PropertyImprovements, including leases or occupancy agreements which may be made by Seller after the date hereof and before Closing as permitted by this Agreement, and any and all other improvements amendments and fixtures located on the Real Property that are owned supplements thereto, and any and all guaranties and security received by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used landlord in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);therewith.
(c) The "Personal Property," being all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other all tangible personal property located on and now or hereafter used exclusively in connection with the operation, ownership, maintenance, management, occupancy or improvement of the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);limitation: equipment; machinery; furniture; art work; furnishings; office equipment and supplies stored onsite, excluding cash and deposits, bonds or other security.
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “The "Intangible Property”); and
(e) All ," being all, right, title and interest of Seller Seller, if any, in and to all intangible personal property now or hereafter used exclusively in connection with the leases and other operation, ownership, maintenance, management, or occupancy agreements covering all or any portion of the Real Property, including without limitation: the name "Elliott Park North"; the plans and specifications for the Improvements; warranties, indemnities, applications, permits, approvals and licenses (to the extent applicable in any way to the above referenced Real Property or the Improvements Personal Property and assignable); and insurance proceeds and condemnation awards or claims thereto to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)provided be assigned to Purchaser hereunder.
Appears in 1 contract
Sources: Purchase and Sale Agreement (BioMed Realty Trust Inc)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in the Town of Batesburg-Leesville, the “Property”):
(a) the Real PropertyCounty of Lexington, which is legally South Carolina, consisting of approximately 6.210 acres as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, which includes certain parking areas and vacant parcels, and all improvements located thereon owned by Seller (the “Improvements”), together with any all appurtenances, rights, easements, rights of way, tenements and hereditaments incident thereto and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all B. Seller’s right, title and interest of Seller in and to any all equipment, furniture, furnishings, artwork, decorations supplies and other tangible personal property and fixtures of every description located on and on, or attached to or used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 which are now or hereafter owned by Seller (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) , those items more particularly described on Exhibit “B” attached hereto by Seller and by this reference incorporated herein; and
C. Seller’s right, title and interest in all guaranties and warranties (including guaranties and warranties pertaining to construction leases of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to portions of the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “PermitsLeases”), as more particularly described in that rent roll on Exhibit “C” attached hereto and by this reference made a part hereof; and
D. To the extent of Seller’s interest, if any, and to the extent transferable, all other assets and property rights (vincluding intangible assets) all assignable contracts and contract rights relating to the Real Property and Personal Property or any portion thereof, including, but not limited to, all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (to the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”extent assumed by Purchaser), which shall survive the Closing (governmental and regulatory licenses and permits, final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, Personal Property, Leases and all of the foregoing other assets and property rights and interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase Contract (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereofof this Agreement of Purchase and Sale (the "Agreement"), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “"Property”"):
(a) the The "Real Property, which is legally ," being the land described on in Exhibit A attached hereto; all improvements and fixtures (other than fixtures owned by tenants pursuant to the Leases) located thereon, including but not limited to the office building located on such land (collectively, the "Improvements"); all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property; and all right, title, and interest of Seller in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such real property.
(b) The landlord's interest in the "Leases," being all leases of space or other occupancy agreements affecting the Improvements, including leases or occupancy agreements which may be made by Seller after the date hereof and before Closing as permitted by this Agreement, and all amendments and supplements thereto, together with any and all rights, privileges guaranties and easements appurtenant thereto that are owned security received by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used landlord in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);therewith. 31
(c) The "Personal Property," being all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other all tangible personal property located on and now or hereafter used in connection with the operation, ownership, maintenance, management, or occupancy or improvement of the Real Property and ImprovementsProperty, including without limitation limitation: equipment; machinery; furniture; art work; furnishings; office equipment and supplies; and, whether stored on or offsite, all tools, supplies, and construction and finish materials not incorporated in the personal property listed on Schedule 1 (the “Improvements and held for repairs and replacements. The term "Personal Property”);
(d) " also shall include any and all assignable deposits, bonds or transferable intangible propertyother security deposited or delivered by Seller with or to any and all governmental bodies, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and utility companies or other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service third parties in connection with the Improvements and operation, ownership, maintenance, management, occupancy or improvement of the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Carramerica Realty Corp)
Property. Subject to the terms and conditions hereofherein, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Brunswick, the “Property”):
(a) the Real PropertyGeorgia, which is legally consisting of approximately 8.110 acres of land as more particularly described and generally depicted on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject Seller agrees to sell and Buyer agrees to buy upon the terms and conditions hereofhereinafter set forth, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, interest in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;following:
(bi) all buildings Certain premises located on in the Real PropertyCity of ▇▇▇▇▇ ▇▇▇▇▇, County of Orange, State of California, commonly known as “Archstone ▇▇▇▇▇ ▇▇▇▇▇”, as more particularly described in Exhibit A attached hereto and all other improvements and fixtures located on the Real Property that are owned incorporated herein by Sellerreference, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection together with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to (x) all rights, privileges, transferable easements, development rights, covenants, tenements, hereditaments and appurtenances thereto, including, without limitation, any water rights related to such premises, and any easements, rights of way or other interests in, on, or under any land, highway, alley, street, gap, ▇▇▇▇ or right of way abutting or adjoining such premises, and (y) any walls, sidewalks, or land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises (collectively, the "Real Property"), and
(ii) all buildings, structures and other improvements located thereon (the "Improvements", and, together with the Real Property, the "Premises"), and
(iii) all items of personal property owned by Seller and located on the Premises or used in connection with the ownership or operation of the Premises, described in Exhibit B attached hereto and incorporated herein by reference, including, without implied limitation, whether or not listed on Exhibit B, all furniture, furnishingsfixtures, artworkequipment, decorations machines, apparatus, appliances, supplies and other tangible personal property located on of every nature and description and all replacements thereof (collectively, the “Personal Property”) but expressly excluding (a) items of personal property owned by Seller and used in connection with the Real Property as part of Seller’s integrated systems of ownership, management and/or operations of apartment projects, such as, by way of example and Improvementswithout limitation, including without limitation the personal property listed on Schedule 1 computer software for the key track system, computer and phone systems and software, corporate licenses, and management and financial reporting systems and software, (the “Personal Property”);
b) utility deposits, (c) non-refundable resident fees received by Seller, and (d) all assignable lump sum payments previously received under any contract or transferable intangible property, including, but not limited to: leases.
(iiv) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rightsleases, excess floor area rights licenses and other development rights relating or appurtenant occupancy agreements affecting the Premises, including leases entered into after the date of this Contract pursuant to the Real Property provisions of Article 12 hereof (hereinafter called the "Leases"), and
(v) only to the extent the same are in Seller’s possession or the Improvements; (iii) control and are assignable without payment, all rights intangible property owned by Seller and related to obtain utility service or used in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertyownership, the Improvements use or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter Premises (collectively referred to as the “Intangible Property”), including, without limitation, (1) all local transferable telephone exchange and facsimile numbers but excluding all toll free numbers, (2) all plans and specifications, engineering plans and studies, floor plans, landscape plans and warranties and guaranties; and
(e3) All rightall licenses, title permits, certificates of occupancy, approvals, dedications, subdivision maps and interest of Seller in and to entitlements now or hereafter issued, approved or granted by governmental agencies having jurisdiction over the leases and other occupancy agreements covering all Premises or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”)thereof, together with all current rents renewals and other sums due thereunder modifications thereof (collectively, the “RentsLicenses and Permits”); (4) all social media accounts and the logo, photo, video and e-brochure files for the Premises but excluding any such matters which include or are related to the Marks (as hereinafter defined) or which are proprietary to Seller or its affiliates; and (5) the Operating Contracts (as hereinafter defined) other than the Terminated Contracts (as hereinafter defined). All items referred to in clauses (i), (ii), (iii), (iv) and any and all security deposits in connection therewith (v) are herein sometimes collectively referred to as the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)"Property".
Appears in 1 contract
Sources: Purchase and Sale Contract (Resource Real Estate Opportunity REIT, Inc.)
Property. Subject The Property covered by this Instrument includes the Land and the following items described in this Section 1.02, whether now owned or hereafter acquired, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to PurchaserProperty covered by this Instrument, and Purchaser hereby agrees all rights, hereditaments and appurtenances pertaining thereto, all of which are referred to purchase as the "Property":
A. All buildings, structures and accept from Seller on improvements now or hereafter erected or placed in or upon the Closing Date Land, and all fixtures now or hereafter located in or upon any such building, structure or other improvement, regardless of the method of annexation or removability, including, without limitation, all electrical equipment (as defined in Section 4.1 below) the following including lighting equipment, refrigeration equipment, ceiling fans, attic and window fans, motors and all other electrical paraphernalia), all furnaces, heaters, radiators and all other heating equipment, all linoleum and other permanent floor coverings, and all elevators (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property"Improvements");
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any B. All apparatus, equipment chattels, equipment, machinery, trade fixtures, furnishings, appliances and appliances incorporated therein and supplies now or hereafter located upon the Land or the Improvements, or attached to or used in connection with the operation and occupancy thereofLand or the Improvements, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, whether or other services not the same have or would become a part of the Land by attachment thereto, but excluding and all other personal property and fixtures owned by tenants of whatever kind and nature presently contained or hereafter placed in or located upon the Land or the Improvements, including all accessions and accessories to the personal property covered hereby, all replacements thereof and all parts substituted therein or thereon, whether or not same has or would become part of the Land or the Improvements (all of which are collectively the foregoing personal property being sometimes hereinafter referred to separately as the “Improvements”"Personal Property");
(c) all rightC. All rents, title issues and interest of Seller in profits arising and to any furniture, furnishings, artwork, decorations and other tangible personal property located arise during the term of this Instrument for or on and used in connection account of or with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant respect to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real PropertyLand, the Improvements or the operation thereofPersonal Property;
D. All judgments and awards (and all proceeds thereof and other rights with respect thereto) made or to be made with respect to all or any part of the Land, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property Improvements or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all Personal Property under or in connection with any power of eminent domain;
E. All rights to collect and receive any sums payable as or for damages to any of the foregoing are hereinafter collectively referred to as Land, the “Intangible Improvements or the Personal Property”), for any reason or by virtue of any occurrence; and
(e) F. All right, title rights to collect and interest of Seller in and to receive any unearned or unaccrued premiums for casualty insurance policies covering the leases and other occupancy agreements covering all or any portion of the Real Property Improvements or the Improvements to the extent they are Personal Property, due or returnable upon any cancellation of or change in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)such policies.
Appears in 1 contract
Sources: Deed of Trust (Palweb Corp)
Property. Subject to the terms and conditions hereofof this Purchase and Sale Agreement (this "Agreement"), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “"Property”"):
(a) the The "Real Property, which is legally ," being the land described on in Exhibit A attached hereto, together with any the following: all improvements and fixtures (other than trade fixtures owned by tenants pursuant to the Leases, a term which is defined below) located thereon, including but not limited to the retail building or buildings located on such land, commonly known as "James Center" (▇he "Improvements"); all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property; and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title title, and interest, if any, interest of Seller in and to all mineralsstrips and gores and any land lying in the bed of any street, oilroad or alley, gas and other hydrocarbon substances on and under the Real Property;open or proposed, adjoining such real property.
(b) The landlord's interest in the "Leases," being all buildings located on leases of space in the Real PropertyImprovements (including leases which may be made by Seller after the date hereof and before Closing as permitted by this Agreement), and any and all other improvements amendments and fixtures located on the Real Property that are owned supplements thereto, and any and all guarantees and security received by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used landlord in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);therewith.
(c) The "Personal Property," being all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other all tangible personal property located on and now or hereafter used in connection with the operation, ownership, maintenance, management, or occupancy of the Real Property Property, including, without limitation, all equipment, machinery, heating, ventilating and Improvementsair conditioning units, including without limitation furniture, art work, furnishings, trade fixtures, office equipment and supplies, and, whether stored on or off-site, all tools and maintenance equipment, supplies, and construction and finish materials not incorporated in the personal property listed on Schedule 1 (the “Personal Property”);Improvements and held for repairs and replacements.
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “The "Intangible Property”); and
(e) All ," being all right, title and interest of Seller in and to all intangible personal property now or hereafter used in connection with the leases operation, ownership, maintenance, management, or occupancy of the Real Property, including, without limitation, any and other occupancy agreements covering all of the following: trade names and trade marks associated 30177448.6 40899 1702C 98484215 with the Real Property, including, without limitation the name of the Real Property; the plans and specifications for the Improvements, including as-built plans; unexpired warranties, guarantees, indemnities and claims against third parties; contract rights related to the construction, operation, repair, renovation, ownership or any portion management of the Real Property that are expressly assumed by Purchaser pursuant to this Agreement; pending permit or the Improvements approval applications, permits, approvals and licenses (to the extent they are assignable); insurance proceeds and condemnation awards to the extent provided in effect on Paragraphs 4.2 or 4.3; and books and records relating to the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Property.
Appears in 1 contract
Property. Subject to the terms Seller owns those certain parcels of land lying and conditions hereofbeing situated in Forsyth County, Seller hereby agrees to sell, convey and assign to PurchaserGeorgia, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date being more particularly described in Exhibit A attached hereto (as defined in Section 4.1 below) the following (collectively, the “PropertyLand”):), together with the following:
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas buildings and other hydrocarbon substances on and under the Real Property;
(b) all buildings located improvements situated on the Real PropertyLand, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services theretoincluding, but excluding fixtures owned by tenants not limited to, any fixtures, building materials or equipment located thereon (all of which are collectively referred to as collectively, the “Improvements”);
(cb) all and singular the rights and appurtenances pertaining thereto including but not limited to any right, title and interest of Seller in and to any furnitureadjacent streets, furnishingsroads, artworkalleys, decorations appurtenances, easements, rights-of-way and other tangible personal property located on air, mineral and used in connection with development rights to the Real Property extent that such right, title and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”)interest exist;
(dc) all assignable or transferable intangible propertyproperty consisting of fixtures owned by Seller and located and installed thereon, including, but not limited to: , all HVAC equipment, burglar alarms, signage and lighting systems (iall “personal property” that is not deemed a fixture that is to be transferred from Seller to Buyer shall be described and governed by the terms of the Asset Purchase Agreement described in Section 4.4 here and shall not be part of the “Property” to be covered by this Agreement);
(d) any and all development rights and other intangible rights and interests owned by Seller and in any way related to, benefiting, or used and/or to be used in connection with the Land;
(e) all guaranties licenses, permits, consents, rights-of-way and warranties (including guaranties approvals that benefit or are related to the Land, including, but not limited to, all riparian and warranties pertaining to construction of the Improvements); (ii) littoral rights, all air rights, excess floor area rights all prepaid impact and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) fees, all rights to obtain utility service in connection with the Improvements sewer and the Real Property; (iv) all assignable licenses water rights/commitments, zoning applications and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”)land use and/or development rights/commitments; and
(ef) All rightsuch other rights, title interests and interest properties as may be specified in this Agreement to be sold, transferred, assigned or conveyed by Seller to Buyer. The parcel of Seller land described in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”)Exhibit A, together with all current rents the Improvements, rights, interests and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative theretoproperties described above, are set forth on Schedule 4 (collectively called the “Rent Roll”)"Property."
Appears in 1 contract
Sources: Real Estate Purchase Agreement (Superior Uniform Group Inc)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, sell and convey and assign to Purchaser, Purchaser and Purchaser hereby agrees to purchase from Seller, upon and accept from Seller subject to the terms and conditions hereinafter set forth, (a) the Land; (b) all buildings and improvements currently located on the Closing Date (as defined in Section 4.1 below) the following Land (collectively, the “PropertyImprovements”):
); (ac) all plans, specifications and studies pertaining to the Real PropertyLand, which is legally described on Exhibit A attached heretoin Seller’s possession or under its control; (d) all mineral, together oil and gas rights, water rights, sewer rights and other utility rights allocated to Seller with respect to the Land; (e) any and all rightsleases and rental agreements relating to the Land, including, without limitation, all rent, prepaid rent, security deposits and other payments and deposits (other than the leases set forth on Schedule 1.1(e) attached hereto (collectively, the “Dealer Leases”) and all rent, prepaid rent, security deposits and other payments and deposits with respect to the Dealer Leases); and (f) all appurtenances, easements, licenses, privileges and easements appurtenant thereto that are owned by Sellerother property interests belonging to Seller with respect to the Land, including without limitation free and clear of any liens, encumbrances, claims or security interests, other than as appearing on any Title Report (as such term is defined in Section 5.1) and/or Survey (as such term is defined in Section 5.1), all of Seller’s Permitted Encumbrances (as such term is defined in Section 4.1), but expressly excluding all right, title and interestinterest of Seller and/or any tenants or licensees (“Subtenants”), if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatusfixtures, equipment and appliances incorporated therein personal property (regardless of whether attached or appurtenant to the Land or the Improvements and regardless of whether used in connection with the operation and occupancy thereofof the Business) and/or as otherwise disclosed herein (collectively, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Franchise Group, Inc.)
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelySeller, the “Property”):following:
(a) the Real Propertyland located in the City of Mountain View, which is legally County of Santa Clar▇, ▇▇ate of California, as described on in Exhibit A attached hereto, consisting of approximately nineteen and sixty-one hundredths (19.61 acres) (the "Land"), commonly referred to as 350 ▇▇▇▇▇ ▇▇▇▇▇▇, Mountain View, California;
(b) all buildings and improvements located on the Land, including, without limitation, that certain approximately 119,000 square foot building located on the Land (collectively, the "Improvements"), together with any and all rights, privileges benefits, privileges, easements, tenements, hereditaments, and appurtenances thereunto belonging or appertaining thereto, and Seller's rights, easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interestor other interests, if any, in and to all mineralsadjacent streets, oil, gas alleys and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilationrights-of-way, or other services theretoproperty abutting such Land (including, but excluding fixtures without limitation, all rights owned by tenants Seller to any minerals and mineral rights, water and water rights, well▇ (all of which are collectively referred to as the “Improvements”▇▇cluding groundwater monitoring well▇);, ▇ell rights and well permits, water and sewer taps, sanitary or storm sewer
(c) With respect to the Land or any other property or interest included within the term "Property", any pending or future award made in condemnation thereof, or any payment made in lieu of such condemnation, any award or payment for damage thereto, and any proceeds of insurance or claim or cause of action for damage, injury, or loss thereto or thereof; provided, however, Seller reserves all rightof its rights, title claims and interest causes of Seller action under the Easements Agreement referred to in Section 9.1(g) (it being understood and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection agreed that the indemnification obligation of Raytheon Company under paragraph 4 of such Easements Agreement runs with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable All licenses, permits, certificates of occupancy and franchises issued by any governmental authority relating to the use, maintenance, occupancy or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction operation of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant Land and/or the Improvements to the Real Property or extent allocable to the Land and/or Improvements; provided, however, such licenses, permits and certificates of occupancy shall not include, until termination or expiration of the Sublease referred to herein (iii) all rights at which time the same shall be assigned to obtain utility service Purchaser if so desired by Purchaser), those licenses and permits that are necessary or reasonably required by Seller in connection with the Improvements and business operations of Seller to be undertaken on the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to Property following the Real Propertyclose of escrow hereunder pursuant to, or under, the Improvements or the operation thereofSublease referred to below; provided, including without limitation the however, such reservation on licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating shall be voided to the Real extent such reservation impairs the construction or development work of Purchaser on the Property or (excluding therefrom the Improvements, including Excluded Area) during the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all term of the foregoing are hereinafter collectively Sublease referred to as the “Intangible Property”)below; and
(e) All rightservice contracts which are in force and pertain to the Land or Improvements (as amended through the Closing Date, title individually, a "Service Contract" and interest of collectively, "Service Contracts") to the extent assignable by Seller in and to the leases and other occupancy agreements covering all extent which Purchaser shall elect to have assigned to it pursuant to the provisions of this Agreement; provided, however, such Service Contracts shall not include, until termination or any portion expiration of the Real Sublease referred to herein (at which time the same shall be assigned to Purchaser if so desired by Purchaser), any Service Contract that is necessary or reasonably required by Seller in connection with the business operations of Seller to be undertaken on the Property following the close of escrow hereunder pursuant to, or under, the Improvements Sublease referred to below; provided, however, such reservation of Service Contracts shall be voided to the extent they are in effect such reservation impairs the construction or development work of Purchaser on the date Property (excluding therefrom the Excluded Area) during the term of Closing the Sublease referred to below. For purposes of this Agreement, the Land, Improvements and Appurtenances are collectively referred to herein as the "Property." Anything herein to the contrary notwithstanding, the Property shall not include the groundwater monitoring well▇, ▇▇traction or treatment systems and soil vapor extraction systems located on the Property or any other Remediation Equipment (collectively as defined in the “Leases”Easements Agreement referred to in Section 9.1(g) below), together with all current rents and other sums due thereunder (which shall continue to be owned by Raytheon Company subject to the “Rents”terms of the Easements Agreement referred to in Section 9.1(g) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)below.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Veritas Software Corp /De/)
Property. Subject to the terms and conditions hereofherein, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Washington, the “Property”):
(a) the Real PropertyNorth Carolina, which is legally consisting of approximately 26.24 acres of land as more particularly described on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part herein; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelyset forth herein, the “Property”):following:
(a) that certain real property located at 550 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇re particularly described in schedule 1 to the Real Property, which is legally described on "Deed" (as hereinafter defined) attached hereto as Exhibit A attached hereto, together with any and consisting of approximately 14.92 acres (the "Land");
(b) all rights, privileges and easements appurtenant thereto that are owned by Sellerto the Land, including including, without limitation all of Seller’s rightlimitation, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under and that may be produced from the Real PropertyLand, as well as all development rights, land use entitlements, including without limitation building permits, licenses, permits and certificates, utilities commitments, air rights, water, water rights, riparian rights, and water stock relating to the Land and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and all of Seller's right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Land (collectively, the "Appurtenances");
(bc) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by SellerLand and Appurtenances, if anyincluding, including without limitation any limitation, the building(s) located on the Land, consisting of one industrial building containing approximately 319,800 rentable square feet, and all apparatus, equipment and appliances incorporated therein and used in connection with the operation or occupancy of the Land and occupancy thereofAppurtenances, such as heating and air conditioning systems and facilities used to provide any utility serviceutility, refrigeration, ventilation, garbage disposal, recreation or other services theretoon the Land and Appurtenances, but excluding fixtures owned by tenants and along with all on-site parking (all of which are collectively referred to as currently, 160 striped and existing parking spaces on the “Land) (collectively, the "Improvements”", and together with the Land and Appurtenances, the "Real Property");
(cd) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property owned by Seller located on and or in or used in connection with the Real Property as of the date hereof and Improvementsas of the "Closing Date" (as hereinafter defined) including, including without limitation limitation, all those items described in Schedule 2 to the personal property listed on Schedule 1 "Bill ▇▇ Sale" (as hereinafter defined) attached hereto as Exhibit B (collectively, the “"Tangible Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”"); and
(e) All rightall lease rights (including, title and without limitation, the lessor's interest of Seller in and to the leases all tenant leases, rental agreements, subleases and tenancies, including all amendments, modifications, agreements, records, substantive correspondence, and other occupancy agreements covering all or documents affecting in any way a right to occupy any portion of the Real Property or (individually and collectively, the Improvements to "Leases") , and Seller's interest in all security deposits and prepaid rent, if any, under the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) Leases and any and all security deposits guaranties of the Leases, and, to the extent approved by Buyer pursuant to this Agreement, all "Service Contracts" (as hereinafter defined), and any intangible personal property now or hereafter owned by Seller and used in the ownership, use or operation or development of the Real Property, and Tangible Personal Property, including, without limitation, any trade name now used in connection therewith with the Real Property (collectively, the “Security Deposits”). The Leases"Intangible Property", in each case and together with the current monthly rent Tangible Personal Property, the "Personal Property"). All of the items referred to in Subparagraphs (a), (b), (c), (d) and Security Deposit relative thereto, (e) above are set forth on Schedule 4 (collectively referred to herein as the “Rent Roll”)"Property".
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pacific Gulf Properties Inc)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that thereto, which are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that which are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 Exhibit I (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “"Property”"):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that thereto, which are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that which are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, thereto but excluding fixtures owned by tenants (all of which are collectively referred to as the “"Improvements”");
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 Improvements (the “"Personal Property”");; and
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and guaranties, warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or and the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “"Intangible Property”"); and.
(e) All right, title and interest of Seller in and to the leases that certain lease dated August, 1986 by and other occupancy agreements covering all or any portion of the Real Property or the Improvements between Panattoni, ▇▇▇▇▇ and ▇▇▇▇▇▇ Development Company, as landlord, and Crown Zellerbach, as tenant, as amended by amendment dated October 1, 1993, to the extent they are in effect on the date of Closing Date (collectively the “Leases”"Lease"), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)therewith.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Harrodsburg, the “Property”):
(a) the Real PropertyKentucky, which is legally described consisting of approximately 9.193 acres of land as generally depicted on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part hereof; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , and to the extent assignable, all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelyAs used herein, the “Property”):
(a) the Real Property” means, which is legally described on Exhibit A attached heretocollectively, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to (i) that certain land described in Exhibit “A”, together with all easements, rights-of-way, and appurtenances benefitting such land (the “Land”), (ii) any furnitureland lying in the bed of any street, furnishingsroad, artworkalley or right-of-way, decorations open or closed, adjacent to or abutting the Land, (iii) any and all air rights, subsurface rights, development rights, entitlements, wastewater capacities and credit reservations, and water rights pertaining to the Land or the Improvements (as hereinafter defined), (iv) all improvements, structures and fixtures now or on the “Closing Date” (as hereinafter defined) located upon the Land (the “Improvements”), (v) all machinery, equipment, gas and electric systems, lighting, heating, ventilating and air conditioning equipment and systems, elevators, radiators, incinerators, furnaces, hot water heaters, water, sewage, and plumbing systems, fire protection and security systems, and all other tangible personal property now or on the Closing Date located on and or used in connection with the Real Property Land and Improvements, including without limitation in each case to the personal property listed on Schedule 1 extent Seller has any right, title or interest therein (the “Personal Property”);
, and (dvi) all assignable or transferable intangible property“Leases” (as hereinafter defined), including, but not limited to: and (ivii) all guaranties “Service Agreements” (as hereinafter defined), (viii) to the extent assignable, all governmental permits, certificates of occupancy, licenses and warranties approvals, (including guaranties and warranties pertaining to construction of the Improvements); (iiix) all air rights, excess floor area rights warranties and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service guarantees that Seller has received in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Propertyany work or services performed with respect to, or equipment installed in or on, the Improvements or the operation thereofLand, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (vx) all assignable contracts tenant lists, advertising material, telephone exchange numbers and contract rights relating other intangible personal property related to the Real Property Land, Improvements or Personal Property, in each case to the Improvementsextent Seller has any right, including the contracts listed on Schedule 3 title or interest therein (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); . The Property includes the items specified on Exhibit “B” and
, notwithstanding the foregoing, excludes any items of personal property owned by tenants or any other third parties not affiliated with Seller (e) All provided, however, Seller shall assign to Buyer any right, title and title, interest or claim of Seller [e.g., landlord’s liens] in and to the leases and other occupancy agreements covering all or any portion such excluded items of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”personal property).
Appears in 1 contract
Sources: Purchase Agreement (Hines Real Estate Investment Trust Inc)
Property. Subject Upon and subject to the terms and conditions hereofset forth in this Lease, Seller hereby agrees Landlord leases to sell, convey Tenant and assign to Purchaser, and Purchaser hereby agrees to purchase and accept Tenant leases from Seller on the Closing Date (as defined in Section 4.1 below) Landlord all of the following (collectivelycollectively the "Leased Property"): The real property (the "Land") situate in Baltimore County, the “Property”):
(a) the Real PropertyMaryland, which is legally more particularly bounded and described on in Exhibit A attached hereto"A", together with all right, title and interest of Landlord in and to any and land lying in the beds of any streets, avenues, alleys or passages, open or proposed, bounding or abutting the Land, any drainage rights appurtenant to the Land, together with all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all mineralsof Landlord, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any easements, servitudes, or rights of way appurtenant to or benefiting the Land; TOGETHER with any buildings constructed thereon (the "Building") and all Fixtures and Equipment therein; the Land, the Building and the Fixtures and Equipment being collectively called the "Premises"; the Premises being operated by Meridian Healthcare, Inc. as a long term care facility commonly known as Heritage Center, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. TOGETHER with all furniture, furnishingsequipment, artwork, decorations supplies and other tangible personal property located on and used in connection with inventory of any kind or nature whatsoever related to the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction operation of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Leased Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect owned by Landlord and/or Prime Landlord on the date of Closing (collectively hereof; TOGETHER with the “Leases”), together with all current rents and other sums due thereunder (exclusive right to use the “Rents”) and any name "Heritage Center" and all security deposits in connection therewith variations thereof during the term of this Lease. Landlord and Tenant agree that the fair market value of Landlord's Personal Property leased by Tenant pursuant to this Lease accounts for less than ten percent (10%) of the “Security Deposits”). The Leases, in each case together with aggregate fair market value of the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Leased Property.
Appears in 1 contract
Sources: Sublease Agreement (Eldertrust)
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) Seller’s interest in the Real Property, which is legally land described on in Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under hereto (the Real Property;
(b) all buildings located on the Real Property“Land”), and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties singular the rights, benefits, privileges, easements, tenements, hereditaments, and warranties pertaining appurtenances thereon or in any way appertaining to construction of the Improvements)such Land; and (ii) all air rightsany land lying in the bed of any street, excess floor area rights road or alley, open or proposed, adjoining and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); andsuch Land;
(eb) The Building;
(c) All right, title and interest of Seller in and to all improvements and fixtures located on or in the leases Land and Building (the “Improvements”), except for tangible personal property and other trade fixtures and equipment owned by Purchaser, specifically excluded in Schedule ___ attached hereto, which shall not be part of the Improvements or this Agreement and shall remain the property of Purchaser; provided, however, all electrical, plumbing, HVAC, life safety systems, attached laboratory benches, autoclaves, climatized rooms, clean rooms, and gas and liquid distribution systems, shall be included as part of the Improvements and assigned to Purchaser at Closing (the foregoing are included and not subject to separate consideration). The Building, Land and Improvements are collectively referred to herein as the “Real Property”; and
(d) The “Intangible Property,” being all, right, title and interest of Seller, if any, in and to: (i) all intangible personal property now or hereafter used exclusively in connection with the operation, ownership, maintenance, management, or occupancy agreements covering all or any portion of the Real Property or the Improvements (to the extent they are assignable); (ii) the plans and specifications for the Improvements (to the extent assignable); (iii) warranties, indemnities, applications, permits, approvals and licenses (to the extent applicable in effect on any way to the date of Closing above referenced Real Property or the Tangible Personal Property and assignable); (collectively iv) all construction documents including architectural plans, engineering specifications, facility documentation as may exist; and (iv) insurance proceeds and condemnation awards or claims thereto to the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)extent provided be assigned to Purchaser hereunder.
Appears in 1 contract
Property. Subject The conveyance by Seller to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) shall include the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached heretotracts or parcels of land, together with all and singular the rights and appurtenances pertaining to such land including any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furnitureadjacent strips or gores, furnishingsstreets, artworkalleys, decorations or rights-of-way and all rights of ingress and egress thereto: Those certain tracts of land located at 1932▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Road, Galveston, Galveston County, Texas, commonly known as "The Galveston Island Preserve", containing approximately 98.475 acres, more or less, and being more particularly described in Exhibit "A" attached hereto and made a part hereof for all purposes. Hereafter the aforesaid real property is referred to as the "Land." The conveyance by Seller to Purchaser shall also include all buildings and other improvements on the Land, including specifically, without limitation, all campsites, recreational and community facilities, comfort centers, lakes and parks located thereon (the foregoing property is herein referred to collectively as the "Improvements"). The conveyance by Seller to Purchaser shall also include all fixtures and personal property, tangible personal property located on or intangible, of any kind whatsoever owned by Seller and used in connection with the Real Property and Land and/or Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of , the Improvements); (ii) all air rightsfollowing items:
a. All machinery, excess floor area rights equipment, fixtures, furniture and other development rights relating personal property of every kind and character owned by Seller and located on or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service used in connection with the operation of the Land and Improvements but excluding any recreational vehicle trailers; 2
b. If and to the Real Property; (iv) all assignable licenses extent owned by Seller, the name "The Galveston Island Preserve," as used in the ownership or operation of the Land and other governmental Improvements;
c. All licenses, franchises and permits and permissions used in or relating to the Real Propertyownership, the Improvements occupancy or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the resort being operated by Seller on the Land including, in particular, any water permits or other utility permits, but not including any reciprocal use rights to other lands owned by Seller; and
d. Any developer's, declarant's, or owner's interests under any operating agreements or reciprocal easement agreements or other similar agreements affecting and/or benefiting the Land. The foregoing items are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right"Resort Assets." Hereinafter all property being conveyed to Purchaser by Seller pursuant to this Contract including the Land, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements and the Resort Assets are sometimes referred to collectively as the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)"Subject Property."
Appears in 1 contract
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) buy, all of the following (collectively, the “Property”):
property: (a) a parcel of real property (the Real Property"Land"), which is legally located in the Parish of Jefferson, State of Louisiana, more particularly described on Exhibit A attached heretoto this Agreement, together with all rights, ways, privileges, servitudes and advantages thereunto belonging or in anywise appertaining, including, without limitation, any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all rights of Seller’s right, title and interest, if any, Seller in and to all minerals, oil, gas and other hydrocarbon substances on minerals and under mineral rights, air rights, roads, alleys, easements, streets and ways adjacent to the Real Property;
Land and rights of ingress or egress thereto; (b) all the buildings and other improvements located on the Land, being a 264-unit residential apartment complex generally known as "Stonebridge Manor Apartments" (the "Improvements"); (c) all tenant leases, licenses and other occupancy agreements relating to the Improvements or the Land (collectively, the "Leases") and all security deposits paid or deposited by tenants under any Leases(individually, a "Tenant" and collectively, the "Tenants") (the Land, Improvements, and Leases are referred to herein, collectively, as the "Real Property"); (d) all fixtures, equipment, and other personal property (both tangible and intangible)owned by Seller and placed on, contained in or related exclusively to the Land or Improvements now or before Closing, but specifically excluding the movable maintenance shed located on such land (the "Personal Property") , (e) to the extent assignable by Seller, all of Seller's rights in and to all contractual rights, obligations and intangibles with respect to the operation, maintenance, repair and improvement of the Land and Improvements, including, without limitation, any service and maintenance agreements applicable thereto, other than the property management agreement (which shall be terminated), but also including, to the extent assignable by Seller, all construction, material and labor contracts and other contracts, all to the extent designated by the provisions of this Agreement (collectively, the "Contracts"); (f) to the extent assignable by Seller, all governmental permits, licenses, certificates and approvals in connection with the ownership of the Property (collectively, the "Licenses"); (g) to the extent assignable by Seller, all warranties of any contractor, manufacturer or materialman; (h) all of Seller's interest in the right to the use of the trade name "Stonebridge Manor Apartments" in connection with the Property, and all other improvements and fixtures located on the Real Property that are owned by Sellerlogos, if any, including without limitation any apparatusassociated therewith (collectively, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”"Trade Name");
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: ; (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or extent assignable by Seller, all of Seller's interest in the Improvementsright to the use of all telephone numbers used by Seller at the Property; and (iiij) if and to the extent provided in this Agreement, all rights to obtain utility service any award made or to be made or settlement in connection with lieu thereof for damage to the Land or Improvements and the Real Property; by reason of condemnation, eminent domain, exercise of policy power or change of grade of any street (iv) all assignable licenses and other governmental permits and permissions relating to collectively, the Real Property, the Improvements or the operation thereofPersonal Property, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing items are hereinafter collectively sometimes referred to herein as the “Intangible "Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”").
Appears in 1 contract
Sources: Purchase and Sale Agreement (Connecticut General Realty Investors Iii LTD Partnership)
Property. Subject Seller agrees to sell and Buyer agrees to buy upon the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):hereinafter set forth:
(ai) Certain premises located in the Real PropertyTown of Lexington, which is legally County of Middlesex and the Commonwealth of Massachusetts, commonly known as “Captain Parker Arms”, as more particularly described on in Exhibit A attached heretohereto and incorporated herein by reference, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right▇▇▇ ▇▇ght, title and interest of Seller in and to (x) all rights, privileges, transferable easements, development rights, covenants, tenements, hereditaments and appurtenances thereto, including, without limitation, any furnitureeasements, furnishingsrights of way or other interests in, artworkon, decorations or under any land, highway, alley, street or right of way abutting or adjoining such premises, and other tangible personal property located on and used (y) any walls, sidewalks, or land lying in connection with the Real Property and Improvementsbed of any street (opened or proposed) adjacent to or abutting or adjoining such premises (collectively, including without limitation the personal property listed on Schedule 1 (the “Personal Real Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights buildings and other development rights relating or appurtenant to improvements located thereon (the Real Property or the “Improvements; (iii) all rights to obtain utility service in connection ”, and, together with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements “Premises”);
(iii) all items of personal property owned by Seller and located on the Premises or used in connection with the ownership or operation thereofof the Premises, described in Exhibit B attached hereto and incorporated herein by reference, including, without implied limitation, whether or not listed on Exhibit B, all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof including the Seller’s domain name www.captainparkerarms.com (collectively, the “Personal Property”) but expressly excluding (a) items of personal property owned ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇nnection with the Property as part of Seller’s integrated systems of ownership, management and/or operations of apartment projects, such as, by way of example and without limitation, the computer software for the key track system, all software related to the computer and phone systems, toll free telephone numbers, other software, corporate licenses, and management and financial reporting systems and software, (b) utility deposits, (c) non-refundable resident fees received by Seller, and (d) lump sum payments previously received under any contract or leases (but not including resident leases); 8457297.7
(iv) all of the Leases (as hereinafter defined), including Leases entered into after the Effective Date as permitted by this Contract, and (to the extent located at the Property only) all tenant files and book and records pertaining to the Premises (but excluding any confidential or proprietary materials); and
(v) to the extent assignable and within Seller’s possession or control only, all intangible property used or useful in connection with the foregoing, including, without limitation limitation, all contract rights, plans, specifications, drawings and prints relating to the licenses construction of the Improvements, guarantees, licenses, permits and permits listed on Schedule 2 warranties and the domain name used in connection with the Premises, but excluding any engineering (such as structural, mechanical, environmental and geotechnical) reports or studies of any kind (collectively, the “PermitsIntangible Property”); . All items referred to in clauses (i), (ii), (iii), (iv), and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter herein sometimes collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Contract (New England Realty Associates Limited Partnership)
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all mineralsthe following property (collectively, oilthe “Property”), gas without warranty except as is expressly and other hydrocarbon substances on and under the specifically set forth otherwise in this Agreement:
1.2.1 The “Real Property;
,” being the land described in Exhibit A attached hereto, together with (bi) all buildings improvements located on thereon (“Improvements”), (ii) all and singular rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property, and (iii) any and all strips and gores and any land lying in the Real Propertybed of any street, road or alley, open or proposed, adjoining such real property.
1.2.2 Seller’s interest, as landlord, in the “Leases” (each, individually, a “Lease”), being all leases of the Improvements, and all amendments thereof and including all leases which may be made by Seller on or after the Effective Date and prior to Closing as permitted by this Agreement, together with all security deposits made pursuant thereto. A schedule of pending new lease deals and renewal/extension deals for existing Leases in progress prior to March 25, 2017 (the “Pending Lease Deals”), are set forth on Exhibit I attached hereto.
1.2.3 The “Tangible Personal Property,” being all equipment, machinery, furniture, furnishings, supplies and other improvements and fixtures located on the Real Property that are tangible personal property owned by Seller, if anyand Seller’s interest in any such property leased by Seller, including without limitation any apparatus, equipment and appliances incorporated therein which is now or hereafter both located at and used in connection with the operation operation, ownership or management of the Real Property. The Tangible Personal Property shall include, without limitation, the office furniture and occupancy thereofequipment located in the onsite leasing office and, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures the extent owned by tenants Seller, those items set forth on Schedule 1.2.3 attached hereto.
1.2.4 The “Intangible Personal Property,” being the intangible personal property related to the Real Property and the Improvements, as follows (all of which are collectively referred but, in any event, only to as the “Improvements”);
extent legally and otherwise assignable): (ci) all righttrade names, title trademarks, logos, trade colors and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection service marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, and without limitation representation or warranty, in the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable name or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction names of the ImprovementsReal Property (e.g., “Safari Business Park” and “Safari Business Center”); (ii) all air rightsdomain names, excess floor area rights websites and other development rights relating or appurtenant social media sites owned and/or under the control of Seller, if any, related to the Real Property or and the Improvements, including without limitation, the content of any such websites or social media sites; (iii) all rights the plans and specifications and other architectural and engineering drawings for the Improvements (to obtain utility service the extent in Seller’s or Asset Manager’s actual possession); (iv) if still in effect, guaranties and warranties received by Seller from any contractor, manufacturer or other person or entity in connection with the Improvements and construction, operation or ownership of the Real Property; (ivv) all assignable governmental permits, approvals and licenses related to the construction or operation of the Property; and other governmental permits (vi) the Service Contracts to be assumed by Purchaser pursuant to Section 2.3 below. Purchaser and permissions relating to Seller acknowledge and agree that the Property consists of six (6) industrial buildings, which together with the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”)Leases, which Tangible Personal Property and Intangible Personal Property pertaining to each such building shall survive the Closing (all of the foregoing are hereinafter collectively be referred to herein individually as a “Building” and collectively, as the “Intangible PropertyBuildings.”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Rexford Industrial Realty, Inc.)
Property. Subject to the terms of this Purchase and conditions hereofSale Agreement (the “Agreement”), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby ▇▇▇▇▇▇▇▇▇ agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following property (collectively, the “Property”):
(a) the Real Property, which is legally The real property described on in Exhibit A attached hereto(the “Land”), together with any the buildings, structures, improvements, parking areas, facilities and installations located thereon (the “Improvements”), and all rightsright, privileges title and easements appurtenant thereto that are owned by Sellerinterest of Seller in and to easements, licenses, interests, tenements, hereditaments and appurtenances of the Land, including any development rights relating thereto, and, without limitation warranty (except as expressly set forth in this Agreement or in any of the Seller Closing Documents (as hereinafter defined)), all right, title and interest of Seller in and to all rights of way, sidewalks, alleys, strips and gores and the land lying within any street, roadway or alley adjoining the Land or any vacated or hereafter vacated street or alley adjoining said Land (collectively, the “Real Property”);
(b) All of Seller’s right, title and interest, if any, in and to all mineralsfixtures, oilfurniture, gas furnishings, equipment, machinery, supplies and other hydrocarbon substances tangible personal property, if any, owned or leased by Seller, as more particularly described on Schedule 1 attached hereto (the “Tangible Personal Property”) and under now or hereafter located on the Real Property;Land, but excluding any items of personal property owned by tenants, any managing agent, or others, and any computer hardware and any software installed therein; provided, however, that Purchaser shall remove all references to "Hawthorne at the Pines", and any trade names or trademarks that include the name "Hawthorne" or that are associated with Hawthorne Residential Partners contained on any signs, within ninety (90) calendar days after the Closing Date, which obligation shall survive Closing.
(bc) all buildings located on All of Seller’s interest, as landlord, in the leases, subleases, lettings, licenses or occupancy agreements relating to the Real Property, and all leases which may be made by Seller after the Date of this Agreement and before Closing as permitted by this Agreement, including all amendments, modifications, supplements, guaranties, additions, extensions and renewals thereof or with respect thereto (collectively, the “Leases”) and all unapplied refundable security deposits and any letters of credit with respect to the Leases (collectively, the “Security Deposits”), together with any reimbursements and other improvements refundable sums due under the Leases, including, without limitation, prepaid fees and fixtures located on the Real Property that are owned by rent thereunder.
(d) All of Seller’s right, title and interest, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible all intangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating related to the Real Property, including, without limitation, all of the Improvements following items, to the extent assignable and without representation or warranty (except as expressly set forth in this Agreement or in any of the operation thereofSeller Closing Documents) (the “Intangible Personal Property”): (A) licenses, including without limitation permits, approvals, consents, authorizations, variances or waivers and certificates of occupancy relating to the licenses and permits listed on Schedule 2 Property (the “Permits”); , (B) the right to use on a non-exclusive basis any and all tradenames, trademarks, marketing materials, logos and marks in connection with the Property (v) all assignable contracts including any websites, URLs and contract rights relating social media or networking accounts), to the Real Property extent owned by Seller (and not Seller's property manager), (C) if still in effect, all guaranties and warranties received by Seller from any contractor, manufacturer or other person in connection with the operation of the Property, (D) telephone exchange numbers, general ledgers, account and tenant files, (E) plans and specifications and other architectural and engineering drawings for the Improvements, including the contracts listed on Schedule 3 if any, and (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(eF) All right, title and interest of Seller in and contract rights related to the leases and other occupancy agreements covering all operation, ownership or any portion management of the Real Property or Property, including, without limitation, Seller’s rights, if any, under the Improvements Service Contracts (but only to the extent they Seller’s obligations thereunder are in effect on the date of Closing (collectively the “Leases”expressly assumed by Purchaser pursuant to this Agreement); but, together with all current rents and other sums due thereunder (the “Rents”) and Intangible Personal Property shall specifically exclude any and all security deposits trademarks, service marks and trade names of Seller and Seller’s Affiliates (including "Hawthorne" and all derivations thereof) and with reservation by Seller to use the name “Hawthorne” in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)other property owned by Seller or Seller’s Affiliates.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Homes Trust, Inc.)
Property. Subject to Those certain parcels of real property (the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Land” or “Property”):
(a) the Real Propertylocated within Walla Walla County, state of Washington, consisting of 3,097.32 assessed acres, more or less. The Land is separately identified and legally described in Exhibit 1, which is legally described attached hereto and incorporated herein by this reference as though fully restated at length. TOGETHER WITH all buildings, fixtures and appurtenant additions as depicted on Exhibit A attached hereto6 (“the Improvements”) to the Land including: permanent plantings of apples and concord grapes as depicted on Exhibits 4 and 5. TOGETHER WITH all incorporeal rights in the Property (“the Incorporeal Rights”), together with including, without limitation, all mineral rights, if any are owned by the Seller, and all water and water rights, privileges including domestic water rights and w▇▇▇▇, ditches, appropriations, franchises, privileges, permits, licenses and easements appurtenant thereto that are owned by Seller, including without limitation including, but not limited to, any water certificates or other permits or rights issued by the state of Washington, or by the United States or by any irrigation district. TOGETHER WITH all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under tangible personal property associated with the Real Property;
(b) all buildings farming operation or any improvements located on the Real Property (the “Personal Property”) to the extent listed in Exhibit 2 hereto, which is attached hereto and incorporated herein by this reference as though fully restated at length, including, without limitation, any equipment or personal property listed thereon, including all electrical and other improvements apparatus associated with the operational requirements of the Property. TOGETHER WITH any irrigation or electrical supply parts owned by Seller and fixtures presently retained in inventory (“Inventory”) for on-going repairs of the systems located on the Property, whether or not the same is in use. By way of clarification and not limitation, the Property, Improvements, and Incorporeal Rights are collectively referred to herein as the “Real Property that are owned by SellerProperty”, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used the property described in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which Exhibit 2 are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing property rights described in this sentence, both real and personal, and including Inventory, are hereinafter collectively referred to as the “Intangible Property”); and
(e) All rightPurchased Assets.” If the legal description of the Property is erroneous, title and interest of Seller in and inaccurate or incomplete, the parties authorize the Closing Agent to correct the legal description to conform to the leases description disclosed by the preliminary commitment for Title Insurance; provided, however, that such correction shall not cause a reduction or increase of more than three percent (3%) in the total number of acres to be conveyed to Purchaser hereunder, and other occupancy agreements covering all in the event of an acreage reduction or any portion increase greater than said 3%, this Agreement shall be voidable at the option of the Real Property or party against whom the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)disparity would otherwise operate.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Taggares Agriculture Corp.)
Property. Subject Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, upon the terms and conditions hereofset forth herein, Seller hereby agrees to sellthose certain lots or parcels of land (the “Land”), convey with the buildings, fixtures and assign to Purchaserimprovements thereon (the “Improvements”), located at 200 Frenchtown Road, North Kingstown, Rhode Island, consisting of approximately 169 acres (with a portion thereof located in East Greenwich, Rhode Island), and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the “Property”):
(a) the Real Property, which is legally more particularly described on Exhibit A attached hereto, together hereto and made a part hereof. TOGETHER ALSO with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interestinterest of Seller, if any, in and to all minerals(i) the land in the bed of any public street, oilroad or avenue, gas open or proposed, in front of or adjoining the Land, to the center line thereof, (ii) any rights of way, easements, appurtenances, alleys, gores and other hydrocarbon substances on and under strips of land adjoining or appurtenant to the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein Land and used in connection conjunction therewith, (iii) any water rights, riparian rights and powers, hereditaments and appurtenances with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services respect thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furnitureside or spur railroad tracks and all rights of way appurtenant thereto, furnishings(iv) any award made or to be made in lieu of any of the foregoing and any unpaid award for damage to the Land or the Improvements by reason of change of grade of any street, artworkroad or avenue; (v) any award made or to be made with respect to the Route 403 Condemnation (as hereinafter defined); (vi) the Leases (hereinafter defined); (vii) all rents and profits from the Leases applicable to any period from and after the Closing Date (hereinafter defined), decorations and any security or tenant deposit made by any tenant to Seller whether or not refundable, together with interest required by law or by the applicable Lease to be paid thereon, and any other tangible personal property located on documents, records or rights owned by Seller affecting or relating to the Land, the Leases or the Improvements; and used in connection with the Real Property and Improvements, including without limitation the (viii) all fixtures and/or personal property listed on Schedule 1 Exhibit B attached hereto and made a part hereof (the “Personal Property”);
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all . All of the foregoing items purchased under this Agreement are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (BNS Co)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to PurchaserBuyer, and Purchaser Buyer hereby agrees to purchase and accept from Seller on the “Closing Date Date” (as defined in Section 4.1 below4.1) the following (collectively, the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings buildings, structures and other improvements of any and every nature now or hereafter located on the Real Property, including, without limitation, any and all improvements constructed in accordance with Section 9 and to be known as “M▇▇▇▇▇ Creek at Germantown Apartments”; together with any and all fixtures attached or affixed to the Land or to any such buildings, structures or other improvements and fixtures located on the Real Property that are owned by Seller(collectively, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all goods, equipment, machinery, fixtures, apparatus, fittings, furniture, furnishings, supplies, spare parts, appliances, tools, fixtures (not part of the Real Property), and other personal property of every kind located on the Real Property or within the Improvements relating to the ownership, use, maintenance or operation of the Real Property, excluding (A) any such items owned by tenants of the Real Property or the Improvements, and (B) those items, if any, of personal property which are leased by Seller and described on Exhibit B as Equipment Leases (collectively, the “Equipment Leases”), as more particularly described on Exhibit C attached hereto and incorporated herein by this reference all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible all personal property located on and used in connection with of any type relating to the ownership, use, maintenance or operation of the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);
(d) all assignable or transferable intangible propertyof the right, title and interest accruing to the owner of the Real Property and the Improvements in, to and under: (A) those service and other contracts and agreements, including, but without limitation, the Equipment Leases and phone, cable, laundry, landscaping and trash removal contracts, if any, scheduled and identified on Exhibit D attached hereto and incorporated herein by this reference (as amended, collectively, the “Service Agreements”) excepting only those Service Agreements which are terminable without the payment of a penalty, buy-out or other charge (it being understood that Seller shall have no obligation to terminate any Service Agreement that requires a penalty, buy-out or other charge and which Buyer, by written notice delivered to Seller within the Inspection Period (as defined in Section 6 hereof), elects not limited to: to assume (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of collectively, the Improvements“Rejected Agreements”); (iiB) the name “M▇▇▇▇▇ Creek at Germantown” (the “Trade Name”); (C) the phone and facsimile numbers of M▇▇▇▇▇ Creek at Germantown, the website and e-mail addresses of M▇▇▇▇▇ Creek at Germantown and any and all marketing material and other collateral material used in connection with M▇▇▇▇▇ Creek at Germantown (collectively, the “Marketing Material”); (D) all air rightsguaranties, excess floor area rights warranties and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service agreements from contractors, subcontractors, vendors and suppliers regarding their performance, quality of workmanship and quality of materials supplied in connection with the construction, manufacture, development, installation and operation of any and all Improvements and Personal Property (collectively, the Real Property“Warranties”); (ivE) all assignable licenses certificates, licenses, permits, authorizations, consents and other governmental permits and permissions relating to the Real Propertyapprovals (collectively, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (vF) all assignable contracts and contract rights intangible personal property owned by Seller relating to the Real Property or Property, including, but not limited to, all civil plans, as-builts, construction drawings, change orders, “Design Rights” (as hereinafter defined), RFI’s and the like with respect to the Improvements, including and the contracts listed on Schedule 3 (the “Service Contracts”)Plans and Specifications, which shall survive are attached hereto as Exhibit E, but only to the Closing (all of extent the foregoing are hereinafter collectively referred related to as the “Intangible use, occupancy, possession and/or operation of the Land and the Improvements and only to the extent the same are assignable; provided, however, intangible personal property shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property”); and, including, without limitation, development budgets prepared by or on behalf of Seller or any affiliate of Seller, and (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement;
(e) All all of the right, title and interest of the Seller in as “Owner” in, to and under that certain Construction Contract with The Robins & M▇▇▇▇▇, dated June 15, 2012, as amended, including RFI’s to-date, change orders to-date and comments and clarifications (which shall supersede what is listed on the Plans and Specifications exhibit attached hereto, where applicable) (the “Construction Contract”); provided, however, that Seller shall retain rights under the Construction Contract to the extent necessary to prosecute the completion of the Punch List Items (as defined in Section 9.2(a) and process the disbursement of final payment and the release of retainage escrowed as described in Section 9.2(a); from the Effective Date through Closing, Seller will perform its obligations under the Construction Contract; At Closing, after receipt of the Final Certificate of Occupancy, holdback escrows shall be established to handle completion of Punch List Items, such escrows to be as set forth in an escrow holdback agreement mutually acceptable to Buyer and Seller and in accordance with Section 9.2(a).
(f) all of the right, title and interest of the Seller as “Owner” in, to and under that certain AIA contract with C▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (the “Project Architect”), dated January 31, 2012, as amended (the “Architect Contract”); from the Effective Date through Closing, Seller will perform its obligations under the Architect Contract;
(g) all of the right, title and interest of the Seller as “Owner” in, to and under that certain Agreement for Professional Services with The R▇▇▇▇▇ Firm, Inc., dated October 18, 2011, as amended (the “Civil Engineer Contract”) from the Effective Date through Closing, Seller will perform its obligations under the Civil Engineer Contract;
(h) all of the right, title and interest of the Seller as “Owner” in, to and under that certain Agreement for Professional Services with D▇▇.L▇▇▇▇▇▇ and Associates, Inc., dated March 29, 2012, as amended (the “Landscape Architect Contract”); from the Effective Date through Closing, Seller will perform its obligations under the Landscape Architect Contract; and
(i) All of the right, title and interest of the Seller as “lessor” or “landlord” in, to and under all leases and other agreements for the use, occupancy agreements covering or possession of all or any portion part of the Real Property Land or the Improvements to Improvements, including, without limitation, all the extent they are tenant leases, including, without limitation, security, pet, cleaning and/or other tenant deposits held in effect connection therewith, all as scheduled and identified on the date of Closing Exhibit F attached hereto and incorporated herein by this reference (collectively as amended and/or assigned, collectively, the “Leases”). Title to the Property shall be delivered to Buyer at Closing, together with all current rents and other sums due thereunder (Buyer agrees to accept title subject to the “Rents”) and any and all security deposits Permitted Exceptions” (as defined in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”Section 3.2.1).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Trade Street Residential, Inc.)
Property. Subject to the terms of this Purchase and conditions hereofSale Agreement (this “Agreement”), Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of Seller’s right, title and accept from Seller on the Closing Date (as defined interest in Section 4.1 below) and to the following property (collectively, the “Property”):
(a) the Real Property, which is legally The real property described on in Exhibit A attached hereto, together with any the buildings and improvements thereon (the “Improvements”), and all rights, privileges and easements appurtenant thereto that are owned by Sellerappurtenances of the above-described real property, including easements or rights-of-way relating thereto, and, without limitation warranty, all of Seller’s right, title title, and interest, if any, of Seller in and to all minerals, oil, gas and other hydrocarbon substances on and under the land lying within any street or roadway adjoining the real property described above or any vacated or hereafter vacated street or alley adjoining said real property (the “Real Property;”).
(b) Any and all buildings located on the Real Propertyfixtures, furniture, equipment, and all other improvements and fixtures tangible personal property, if any, owned by Seller presently located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other tangible personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the “Personal Property”);, but excluding: (i) any items of personal property owned by tenants, (ii) any items of personal property owned by Seller or any affiliate of Seller located in the office maintained by Seller or such affiliate at the Property, and (iii) if the Personal Property includes computer hardware, any software installed therein.
(c) All of Seller’s interest, as landlord, in the “Leases” listed on Exhibit G attached hereto, being all leases of the Improvements in effect as of Closing, including any and all leases which may be entered into after the date hereof and before Closing as permitted by this Agreement, and including all amendments thereto.
(d) Any and all of the following items, to the extent assignable or transferable intangible property, including, but not limited to: and without warranty (the “Intangible Personal Property”): (i) all guaranties licenses, and warranties (including guaranties and warranties pertaining permits relating to construction the operation of the Improvements); Real Property, (ii) all air rights, excess floor area rights and other development rights relating or appurtenant the right to use the Real Property or name of the Improvements; (iii) all rights to obtain utility service Improvements in connection with the Improvements and the Real Property; , but specifically excluding any trademarks, service marks and trade names of Seller, (iii) if still in effect, guaranties and warranties received by Seller from any contractor, manufacturer or other person in connection with the construction or operation of the Property, and (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 service contracts (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”)) listed on Exhibit H attached hereto, which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date as of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey sell and assign or cause to sell and assign to Purchaser, Buyer and Purchaser hereby Buyer agrees to purchase and accept acquire from Seller on at the Closing Date (but effective as defined in Section 4.1 below) of the following (collectivelyEffective Date), the “Property”):
(a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to:
(a) The oil, gas and mineral leases described in Exhibit A attached hereto and incorporated herein, the leasehold estates or other interests in oil and gas created thereby, including working interests, operating rights, overriding royalty interests, net profits interests, mineral interests and similar interests and all rights and privileges appurtenant thereto or that may arise by operation of law or otherwise INSOFAR AND INSOFAR ONLY AS such leases cover and include the lands and depths described on Exhibit A (such leases, limited as shown on Exhibit A, shall be referred to hereinafter as the "Leases"), it being Seller's intent to sell and convey to Buyer all of Seller's right, title and interest therein unless specifically excluded hereunder;
(b) All rights in any furnitureunit including, furnishingsbut not limited to, artworkall rights derived from any unitization, decorations pooling, operating, communitization or other agreement or from any declaration or order of any governmental authority affecting the Leases;
(c) All oil, condensate or gas well▇ (▇▇ether or not currently producing), water source, and water and other tangible injection or disposal well▇ ▇▇▇ated on the Leases or lands unitized or pooled therewith to which Seller has right, title, and interest as of the Effective Date; and 2 all fixtures, equipment and facilities, and other personal property located on and used in connection with the Real Property and Improvementsproduction, including without limitation gathering, storing, measuring, treating, operation, or maintenance of the personal property listed properties described herein, whether or not located on Schedule 1 (the “Personal Property”)Leases;
(d) Except as reserved by Seller in Section 1.02, all assignable or transferable intangible propertycontracts and contractual rights, claims, causes of action, obligations and interests pertaining to the Leases and the personal property described herein, including, but not limited to: , unit agreements, farmout agreements, farm-in agreements, operating agreements and production sales contracts;
(ie) Except as reserved by Seller in Section 1.02, all guaranties easements, rights-of-way, rights of ingress and warranties (including guaranties egress, licenses, permits, and warranties pertaining to construction of the Improvements); (ii) all air rightssimilar interests applicable to, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service used in connection with the Improvements and Leases or the Real Property; personal property described herein;
(ivf) all assignable licenses All oil, condensate, natural gas, natural gas liquids and other governmental permits minerals produced on or after the Effective Date, together with all inventories, oil, gas and permissions production in tanks, in storage, "line fill" and inventory below the pipeline connection in tanks attributable to the Leases (collectively, the "Production");
(g) All files (originals or copies), records, documentation and data of Seller relating to (or evidencing) Seller's ownership or rights in the Real PropertyLeases, the Improvements Production, Rights-ofWay or the operation thereofother rights and interests described herein, including without limitation but not limited to lease files, land files, well files, accounting files, production sales agreements files, division order files, title opinions and abstracts, legal records, governmental filings, geological data, seismic data, information and analysis, production reports, production logs, core sample reports and maps as such data is assembled in the licenses normal course of business (collectively "the Data"). The entire right, title, interest, and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are estate assigned is hereinafter collectively referred to as the “Intangible "Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”)".
Appears in 1 contract
Sources: Purchase and Sale Agreement (Titan Exploration Inc)
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectivelydescribed property:
A. All those certain tracts or parcels of land located in Tega Cay, the “Property”):
(a) the Real PropertySouth Carolina, which is legally described consisting of approximately 3.00 acres of land as generally depicted on Exhibit A “A” attached heretohereto and by this reference incorporated herein, together with any the buildings, certain driveways, parking areas, stormwater ponds, and vacant parcels, and all other improvements located thereon owned by Seller (the “Improvements”), and together with all appurtenances, rights, privileges easements, rights of way, tenements and easements appurtenant hereditaments incident thereto that are owned by Seller, including without limitation and all of Seller’s right, title and interest, if any, of Seller in and to all mineralsany land lying in the bed of any street, oilroad or avenue, gas and other hydrocarbon substances on and under open, closed or proposed, in front of or adjoining said tracts of land (said tracts of land, the Real Property;
(b) all buildings located on the Real Property, Improvements and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are rights described above being hereinafter collectively referred to as the “ImprovementsReal Property”);; and
(c) all rightB. All equipment, title and interest of Seller in and to any furniture, furnishings, artwork, decorations supplies and other tangible personal property fixtures of every description located on and used in connection with on, or attached to the Real Property and Improvements, including without limitation which are owned by Seller as of the personal property listed on Schedule 1 Effective Date (the “Personal Additional Property”);, and
C. All leases of portions of the Real Property (dthe “Leases”), as more particularly described in that rent roll on Exhibit “B” attached hereto and by this reference made a part hereof; and
D. To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) all assignable relating to the Real Property and Additional Property or transferable intangible propertyany portion thereof, including, but not limited to: , and to the extent assignable, all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, service contracts (i) all guaranties to the extent assumed by Purchaser), governmental and warranties regulatory licenses and permits (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental any permits and permissions relating to the stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications. The Real Property, the Improvements or the operation thereofAdditional Property, including without limitation the licenses Leases and permits listed on Schedule 2 (the “Permits”); all other assets and (v) all assignable contracts property rights and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing interests described in this Section 1 are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Property. Subject to Upon the terms and conditions hereofset forth, Seller hereby agrees shall sell to sell, convey and assign to PurchaserBuyer, and Purchaser hereby agrees to Buyer shall purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectivelySeller, the “Property”):
” (a) the Real Propertyas hereinafter defined). As used herein, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) Property” means all right, title and interest of Seller in and to any (a) the land (the “Land”) described in Exhibit “B”, together with all easements, interests in roadways, strips and other rights appurtenant to the Land, (b) all improvements, structures and fixtures located upon or affixed to the Land (collectively, the “Improvements”), (c) all furniture, furnishingsfixtures, artworkequipment, decorations machinery, building systems, vehicles, computer hardware, art work, security systems, key cards (together with all devices for coding and monogramming such key cards), appliances, china, glassware, silverware, linens, uniforms, engineering, maintenance, cleaning and housekeeping supplies, matches and ashtrays, soap and other toiletries, stationery, menus and other printed materials, and all other similar materials and supplies food and beverage inventories (alcoholic and non-alcoholic) whether opened or unopened, merchandise located at the Hotel, including, without limitation, any gift shop or newsstand maintained by Seller or Manager, and held for sale to guests and customers of the Hotel and all other items of tangible personal property located on the Land or at the Hotel and used in connection with the Real Property and Improvementsoperation of the Hotel (collectively, including without limitation the personal property listed on Schedule 1 (the “Tangible Personal Property”);
, (d) to the extent assignable, all assignable “Leases” (as hereinafter defined) together with all security deposits held by Seller thereunder, to the extent such deposits are transferable, and “Service Agreements” (as hereinafter defined) together with all deposits made or transferable intangible propertyheld by Seller thereunder, includingto the extent such deposits are transferable, but not limited to: (ie) all guaranties governmental permits, licenses, consents, authorizations, registrations and warranties (including guaranties certificates and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service approvals used in connection with the construction, ownership, occupancy or operation of the Hotel (the “Licenses and Permits”) together with any deposits made by Seller thereunder, to the extent such Licenses and Permits and deposits are transferable, warranties and guarantees that Seller has received in connection with any work or services performed with respect to, or equipment installed in, the Improvements directly relating to the Hotel, telephone numbers, TWX numbers, post office boxes, signage rights, utility and development rights and privileges, site plans, surveys, plans and specifications pertaining to the Land, Improvements and the Real Tangible Personal Property; (iv) , and all assignable licenses websites and domains used for the Hotel, including access to the FTP files of the websites to obtain website information and content pertaining to the Hotel, any insurance proceeds and condemnation awards or claims thereto to be assigned to Buyer hereunder, any computer systems, software, data and programs, operating systems, technology and technical information, copyrights, together with all paper and electronic copies thereof, other governmental permits than proprietary property of Manager in which Seller does not have any ownership right or interest pursuant to the terms of the Management Agreement, and permissions all books and records relating to the Real PropertyProperty (collectively, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
) and (ef) All rightall bookings and reservations for guest, title conference, meeting and interest of Seller in and to banquet rooms or other facilities at the leases and other occupancy agreements covering all or any portion of Hotel that are made before the Real Property or the Improvements to the extent they are in effect on the date of Closing Date (collectively the “LeasesBookings”), together with all current rents and other sums due thereunder (the “Rents”) deposits held by Seller with respect thereto and any and all security deposits in connection therewith (the “Security Deposits”). The Leasesbooks, in each case together with the current monthly rent records and Security Deposit relative contracts related thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Property. Subject to the terms and conditions hereof, Seller hereby agrees to sell, sell and convey and assign to Purchaser, and Purchaser hereby agrees to purchase from Seller, upon the terms and accept from Seller on the Closing Date (as defined in Section 4.1 below) conditions set forth herein, the following (collectively, the “Property”):properties and assets:
(a) the Real PropertyThat certain tract of real property located in Wyomissing, which is legally Pennsylvania, more particularly described on in Exhibit A attached heretohereto and made a part hereof for all purposes, together with any and all rights, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, interest in and to all minerals, oil, gas and other hydrocarbon substances on and under the Real Property;
(bi) all buildings located on and singular the Real Propertyrights and appurtenances pertaining to such real property, including any easements, and all other improvements and fixtures located on the Real Property that are owned by Seller, if any, including without limitation any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the “Improvements”);
(c) all right, title and interest of Seller in and to adjacent streets, alleys and rights-of-way, and (ii) any furnitureand all water, furnishings, artwork, decorations and other tangible personal property located on and water rights or similar rights or privileges (including tap rights) appurtenant to or used in connection with the ownership or operation of such real property (all of the foregoing being hereinafter collectively referred to as the “Real Property Property”).
(b) All improvements, structures and Improvementsfixtures now constructed and completed with respect to and situated on the Real Property, including without limitation the personal property listed on Schedule 1 that certain 33,217 rentable square foot surgical hospital (the “Personal PropertyHospital”) and all equipment and amenities, together with all of Seller’s right, title and interest in all parking areas, loading dock facilities, landscaping and other improvements, structures and fixtures (all of the foregoing being hereinafter collectively referred to as the “Improvements”);.
(dc) All of Seller’s interest in all assignable leases covering all or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction any portion of the Real Property and/or the Improvements (collectively, the “Leases”), all security deposits, prepaid rents and similar items attributable to periods after Closing, any receivables attributable to periods after Closing for common area maintenance, taxes, insurance and/or other items, if any, due and payable under any lease for all or any portion of the Real Property and/or the Improvements); (ii) , and all air rightsof Seller’s right, excess floor area title and interest in all contract rights approved by Purchaser and all other development intangible rights relating or which are appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or and/or the Improvements, including (to the contracts listed on Schedule 3 (extent assignable) all roof, HVAC and other warranties issued with respect to the “Service Contracts”), which shall survive the Closing Improvements (all of the foregoing are being hereinafter collectively referred to as the “Intangible Property”); and.
(ed) All of Seller’s right, title and interest of Seller in all equipment, furnishings, machinery, heating, plumbing, ventilation and air conditioning systems and equipment, carpet, tile, floor coverings, security devices, sprinkler systems, supplies, tenant lease files, leasing records, tenant credit reports, keys, surveys, plans and specifications (whether in cad, electronic or other format), affixed or relating to the leases and other occupancy agreements covering Improvements (all or any portion of the Real Property or the Improvements foregoing being hereinafter collectively referred to the extent they are in effect on the date of Closing (collectively as the “Leases”), together with all current rents and other sums due thereunder (Personal Property”).All of the foregoing items purchased under this Contract are collectively referred to as the “RentsProperty”) and any and all security deposits in connection therewith (the “Security Deposits”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, are set forth on Schedule 4 (the “Rent Roll”).
Appears in 1 contract
Sources: Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.)
Property. Subject to the terms and conditions hereofof this Agreement, Seller hereby ▇▇▇▇▇▇ agrees to sell, convey and assign sell to Purchaser, and Purchaser hereby ▇▇▇▇▇▇▇▇▇ agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) Seller, the following (collectively, property commonly known as the “Property”):▇▇▇▇▇▇ Correctional Center:
(ai) the Real Property, which is legally a tract of land containing approximately 560 acres of land as more particularly described on Exhibit A attached heretohereto and incorporated herein by reference for all purposes which consists of “Parcels 1-5”, together with any (i) all rights and all rightsinterests appurtenant thereto, privileges and easements appurtenant thereto that are owned by Seller, including without limitation all of Seller’s right, title and interest, if any, in and to (ii) all minerals, oil, gas and other hydrocarbon substances on thereon or thereunder, to the extent owned by Seller, and under the (iii) all access, air, water, riparian, development, utility and solar rights related thereto (collectively, “Real Property;”).
(bii) all All buildings and other improvements located on Parcels 1 and 2 of the Real Property, including, without limitation, that certain building containing approximately 550,422 square feet, together with any and all other improvements and fixtures located on the Real Property that are of any kind owned by Seller, if any, including without limitation any apparatus, equipment Seller and appliances incorporated therein and attached to or used in connection with the operation and occupancy thereofownership, such as heating and air conditioning systems and facilities used to provide any utility service, ventilationmaintenance, or other services theretooperation of the Real Property or improvements located thereon, but excluding fixtures owned by tenants together with all rights, title and interest appurtenant thereto (all of which are collectively referred to as collectively, the “Improvements”);.
(ciii) all right, title and interest of Seller in and to any furniture, furnishings, artwork, decorations and other All tangible personal property owned by Seller and located on and on, used in connection with the management, operation, or repair of the Real Property and Improvementsor attached to the Real Property (“Personal Property”), including without limitation which personal property excludes the personal property listed on Schedule 1 (the Exhibit “Personal Property”);B” attached hereto and made a part hereof for all purposes.
(d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Improvements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) To the extent assignable, all assignable licenses of Seller’s rights, title and other interest in all Operating Contracts (as hereinafter defined), subject to the limitations of Section 9.2 below.
(v) To the extent assignable, all of Seller’s rights, title and interest in and to all permits, licenses, certificates of occupancy, warranties, telephone exchange numbers, architectural or engineering plans and specifications, and governmental permits and permissions relating approvals which relate to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 Personal Property (the “Permits”); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Schedule 3 (the “Service Contracts”), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the “Intangible Property”); and
(e) All right, title and interest of Seller in and to the leases and other occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in effect on the date of Closing (collectively the “Leases”), together with all current rents and other sums due thereunder (the “Rents”) and any and all security deposits in connection therewith (the “Security DepositsGeneral Intangibles”). The Leases, in each case together with the current monthly rent and Security Deposit relative thereto, above listed items are set forth on Schedule 4 (herein collectively called the “Rent RollProperty”. All of the Property shall be conveyed, assigned, and transferred to Purchaser at Closing (as hereinafter defined), free and clear of all liens, claims, easements, and encumbrances whatsoever, except for the Permitted Exceptions (as hereinafter defined).
Appears in 1 contract