Common use of The Property Clause in Contracts

The Property. Subject to the terms and provisions of this Agreement, ▇▇▇▇▇▇ agrees to sell to Buyer, and ▇▇▇▇▇ agrees to purchase from Seller, all of the following described property (collectively, the “Property”): (a) All immovable property, including all right, title and interest therein, described in EXHIBIT A, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”); (c) All of Seller’s right, title, and interest in and to the area that the System (as defined below) services (the “Service Area”), as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;

Appears in 1 contract

Sources: Purchase Agreement

The Property. Subject to the terms and provisions conditions of this Agreement, and for the consideration herein set forth, Seller agrees to sell and transfer, and ▇▇▇▇▇▇▇▇▇ agrees to sell to Buyerpurchase and acquire, the following (collectively, and ▇▇▇▇▇ agrees to purchase from Seller, all of excluding the following described property (collectivelyExcluded Property, the “Property”): (a) All immovable property100% of the Land, including all rightcaliche, title sand, gravel, rock, water rights, wind rights, solar rights, underground pore space and interest thereinother rights, described in EXHIBIT Aeach case, to be attached hereto prior to the conclusion included as part of the Feasibility Period (as hereafter defined) surface estate under the laws of the State of Texas in, on, under, and made a part hereof, including but not limited to any mineral and other subsurface rightsassociated with the Land, together with all buildings improvements and improvements located thereonfixtures thereon and associated rights-of-way, permits, utilities, and any and all appurtenant rights relating theretointerests of any type owned by Seller in and to the Land, includingincluding all easements, but not limited torights-of-way, warranties and guarantiesadjacent streets, access easements alleys, strips, gores, and other easements appurtenances to the Land (collectively, with the Land, the “Real Property”); (b) 100% of the (i) the legal title to all underground water, percolating water, artesian water, and rights relating theretoany other water in, under and that may be produced from any and all depths, reservoirs, formations, depths and horizons lying immediately beneath the surface of the applicable property down to the center of the earth (“Groundwater”) in and under the Land; (ii) the right to test, explore for, drill for, develop, produce, capture, transport, store, treat, sell and otherwise use all Groundwater in, under and that may be produced from the Land; (iii) the right to use the surface of the Land for access to utilitiesand to explore for, rights drill for, develop, produce, capture, transport, store, treat, sell and otherwise beneficially use such Groundwater to the full extent permitted by Applicable Law; (iv) all permits relating to any of way the foregoing, expressly including any Groundwater permits; and similar rights located on or within or (v) all rights, privileges, and appurtenances relating to any of the foregoing (collectively, “Groundwater Rights”) and all Groundwater in, on, under or produced from or attributable to the Groundwater Rights from and after the Closing, together with all proceeds therefrom or from the sale thereof, expressly including all of Seller’s right, title and interest in and to inventory of Groundwater located on or under Land or otherwise owned directly or indirectly by Seller as of the Closing, subject to, in each case, for the avoidance of doubt, the rights in and to produced water extracted as part of hydrocarbon exploration and production operations held by the lessees of the mineral interests underlying the Land; (c) all houses, buildings, barns, structures, and other improvements of any kind located on the Land and all related fixtures, built-in appliances, attached floor coverings and wall coverings, and heating and air-conditioning units, if any (collectively, the “Immovable Improvements”); (d) Seller’s right, title and interest in and to all personal property, equipment, fixtures, dwellings, furniture, and furnishings in and on the Land and/or the Improvements; building and construction materials, goods, supplies, windmills, tanks, pens, fences, gates, sheds, corrals, portable buildings, livestock feeders and troughs, fuel tanks, submersible pumps, pressure tanks, water irrigation pivots and associated equipment, and other articles of personal property, of every kind and character, tangible and intangible, attached to or situated in, on or about the Land and/or the Improvements, or used in or necessary to (i) the complete and proper use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land and/or Improvements (collectively, the “Personal Property”); (be) All movable property Seller’s right, title and intangible property used interest in connection with and to all contracts, agreements and instruments binding upon Seller and relating to the ownership or operation of the Land, other than the Surface Rights and the Surface Agreements (collectively, the “Contracts”), including the Contracts identified on Exhibit B-1; (f) all right, title and interest of Seller, as grantee, in easements, rights-of-way, licenses, interests, leasehold and landlord rights, and other rights and appurtenances appertaining to the Land (the “Surface Rights”), including those Surface Rights listed on Exhibit B-2, and any interest of Seller in any “excess land”, “vacancies”, strips or gores between the Land and abutting properties, and any interest of Seller in any lands lying immediately appurtenant to the Land; (g) any assignable county, state, or other governmental permits related to or useful for the Land, and/or Personal Property, Groundwater produced from the Land, and/or Groundwater Rights under the Land (collectively, “Permits”); (h) all right, title and interest of Seller, as grantor, in and to any surface use agreements, surface leases, or other instruments that give any third party, individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or any other entity (collectively, a “Person”) a right of access to or use of the Land (collectively, “Surface Agreements”), including the Surface Agreements listed on Exhibit B-3; (i) all revenues attributable to derived from the ownership and/or operation of all other items constituting the Immovable PropertyProperty from and after the Closing Date, including, but not limited to, all such property described in EXHIBIT B, including unresolved claims arising under the Contracts or Surface Agreements attributable to be attached hereto any periods prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”)Closing; (cj) All all causes of Seller’s right, title, and interest in and to the area that the System (as defined below) services (the “Service Area”), as determined by Buyer and set forth in EXHIBIT C, to be attached hereto action accruing prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real Date for property interests such as easements, rights of way, permits and leases related damage to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift Land that has not been either restored to the condition immediately prior to such damage or pump stations and appurtenancescompensated by the third Person causing such damage; and (dk) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, all hay and any other crops growing on the Land or harvested and stored on the Land at the time of Closing, together with all licenses proceeds therefrom or other rights to use of from the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form sale thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;.

Appears in 1 contract

Sources: Purchase and Sale Agreement (LandBridge Co LLC)

The Property. 1.1 Subject to the terms and provisions conditions of this Agreement, and for the consideration herein set forth, Seller agrees to sell and transfer, and Purchaser agrees to purchase and acquire, the following: a) Seller’s right, title and interest in and to 14,001.76 acres of land, more or less, located in Loving and ▇▇▇▇▇▇ Counties, Texas, as more particularly described in Exhibit A-1 attached hereto and made a part hereof for all purposes (the “Land”), together with all wind rights, improvements thereon and associated rights-of-way, permits, utilities and utility capacity (if any), and any and all interests of any type owned by Seller in such real property including, without limitation, any easements, rights-of-way, adjacent streets, alleys, strips, gores, and other appurtenances to such real property (collectively, with the Land, the “Real Property”), except that Seller for Seller and Seller’s heirs, successors and assigns reserves from any conveyance all oil, gas and other minerals that are in and under, and that may be produced from the Land and any and all royalty interests therein; b) Except as used in Seller’s commercial water production, treatment, and disposal operations, Seller’s right, title and interest in and to all personal property, equipment, fixtures, dwellings, barns, and any other apparatus or appurtenances situated therein or thereon or used or obtained in connection with the Real Property (the foregoing herein collectively called the “Personal Property”); and c) Seller’s right, title and interest in and to Seller’s interest in all Leases and Contracts (defined below); and d) the right to use the surface of the lands set forth on Exhibit A-2, including the right to drill fresh water or water disposal ▇▇▇▇▇ and operate and maintain such ▇▇▇▇▇, together with all rights to use the surface of such lands to the extent reasonably necessary to drill, operate and maintain such ▇▇▇▇▇, all as further described in the Surface Use and Right-of-Way Agreement and Easement attached hereto as Exhibit G (the lands to be covered by the Surface Use Agreement are Section 1 and 5, Block 56, Township 2, Loving and ▇▇▇▇▇▇ Counties, Texas); together the Real Property, Personal Property, and Leases and Contracts are referred to herein as the “Property,” except for the Excluded Property. 1.2 The Property does not include, and there is hereby expressly excepted and reserved therefrom and reserved to Seller: a) All rights, titles and interests of Seller in Groundwater located in, on or under the lands in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ agrees to sell to Buyer▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ agrees to purchase from Seller▇, all of the following described property (collectively, the “Property”): (a) All immovable property, including all right, title and interest therein, described in EXHIBIT A, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”); (c) All of Seller’s right, title, and interest in and to the area that the System (as defined below) services (the “Service Area”), as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ County▇▇, Mississippi ▇▇▇▇▇▇▇▇ 2 in Loving and ▇▇▇▇▇▇ Counties, Texas, together with the appurtenant rights related to such Groundwater, including the rights (i) to use, store, treat, reuse and recharge and (ii) to use the “System”). (e) Notwithstanding the foregoing or anything surface of such lands to the contrary, extent reasonably necessary for the Property shall not include exercise of such associated rights and for water operations on or off the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documentsSubject Lands, including Seller’s such rights to of ingress and egress associated therewith over the Purchase PriceReal Property; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”provided, however, any signage, inventory, instruments, documents, access or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name Real Property by Seller shall not unreasonably interfere with any of Purchaser’s operations on the Real Property; for purposes of this Agreement, “Canebrake UtilitiesGroundwater” and/or any rights or goodwill related to shall mean water (including fresh, salt and brackish water) percolating below the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Sellersurface of the earth and not water produced from oil and natural gas exploration and production operations;

Appears in 1 contract

Sources: Purchase and Sale Agreement (Texas Pacific Land Trust)

The Property. Subject to the terms and provisions of this Agreement, ▇▇▇▇▇▇ Seller agrees to sell to Buyer, and ▇▇▇▇▇ Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in and to the following described property following, which is commonly known as “Perimeter Place” (collectively, the “Property”“): (a) All immovable propertyThat certain tract of land, including all right, title and interest therein, more particularly described in EXHIBIT Exhibit ”A, to be ” attached hereto prior to the conclusion of the Feasibility Period and incorporated by reference herein for all purposes (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”Land“); (b) All movable buildings, structures, parking areas and improvements situated on the Land and all fixtures and other property affixed thereto (the “Improvements“; the Land and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (Improvements collectively, the “Movable Real Property”“); (c) All of Seller’s rightrights, titleprivileges, benefits, hereditaments and appurtenances pertaining to the Land, including rights to any easements, adjacent streets, alleys, roads, rights-of-ways, water rights, and interest in any adjacent strips and gores of real estate relating to the area that the System (as defined below) services Land (the “Service Area”Appurtenances“); (d) The personal property (the “Personal Property“), as determined which is located on or about, and is used exclusively in connection with, the operation, repair or maintenance of the Real Property; (e) To the extent assignable by Buyer Seller, any (i) product and set forth in EXHIBIT Cservice warranties, to be attached hereto prior guaranties and indemnities relating to the Closing Real Property or the Personal Property, (ii) contracts, agreements, written or oral, licenses, certificates, occupancy and use certificates, permits, authorizations, consents, variances, waivers, approvals and the like from any governmental entity, and water and sanitary sewer and utility capacity and development rights allocable to the Land, (iii) Service Contracts (as hereinafter defined) and made to which Seller is a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related party relating to the Systemoperation of the Property and which Buyer elects to assume under Section 8.3 below, (iv) all rights, if any, of Seller to the name “Perimeter Place,” and including any (v) to the extent in Seller’s possession, third party produced plans, drawings, blueprints, specifications and all water and/or sewer facilitiessurveys, equipmentin each case, linesto the extent same relates to the ownership, plantsoccupancy, pipesor operation of the Real Property or the Personal Property (collectively, manholes, meters, lift or pump stations and appurtenancesthe “Intangibles“); and (df) All property The interest of the lessor or rights of whatever nature landlord, as applicable, under all leases, licenses and kind that Seller owns which in any way is used other occupancy agreements covering space on the Land or is useful in the operation of a water Improvements (including all modifications, extensions, amendments and sewer utility system located in ▇▇▇▇▇ Countyguaranties thereof collectively, Mississippi (the “SystemLeases”). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”together with all prepaid rents, and any outstanding security deposits and all licenses or other rights to use of refundable deposits made by the name “Canebrake Utilities” and/or any rights or goodwill related to tenants under the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;Leases. NAI-1510716910v10 ​

Appears in 1 contract

Sources: Purchase and Sale Agreement (CTO Realty Growth, Inc.)

The Property. Subject to The term "Property" shall mean for all purposes ------------ (a) the terms real property generally described as approximately 4.3 acres located approximately at the northwest corner of East Mineral Avenue and provisions of this Agreement, South ▇▇▇▇▇▇▇ agrees to sell to BuyerStreet in Arapahoe County, Colorado as further described on the attached Exhibit 1.1, including all improvements, fixtures, hereditaments and easements appurtenant thereto ("Real Property"); (b) all of Seller's rights under the Density Transfer Agreement entered into as of September 29, 1999 by and between Seller and PERA, a Colorado general partnership ("PERA") (the "PERA Agreement"), all of Seller's rights under a License Agreement entered into as of September 29, 1999 between Seller and Cyprus Amax Minerals Company (the "Cyprus Agreement"), all of Seller's rights under a Reciprocal Access Agreement entered into as of September 29, 1999 between Seller and PERA (the "Reciprocal Access Agreement"), and a Drainage Easement Agreement entered into as of September 29, 1999 between Seller and PERA (the "Drainage Agreement"); (c) all Seller's right, title and interest in and to all assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Real Property by any governmental authority and/or third party, including Seller's interest in plans submitted to ▇▇▇▇▇▇▇ agrees to purchase from Seller, all of the following described property (collectively, the “Property”): (a) All immovable property, including all right, title and interest therein, described in EXHIBIT A, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property used County in connection with the ownership and/or operation Government Approvals referred to in Section 9.6 ("Licenses"); (d) all of Seller's right, title, and interest, if any, in and to all water and water rights, water ▇▇▇▇▇, and well rights, whether tributary or non-tributary on, underlying, appurtenant to or used on or in connection with the Immovable Real Property, whether appropriated, conditionally appropriated, or unappropriated, and whether adjudicated or unadjudicated, including, but not limited to, all such property described in EXHIBIT Bwell permits, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”); (c) All of Seller’s right, titledecrees, and interest in and to the area that the System (as defined below) services (the “Service Area”)pending water court applications, as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the Systemif any, and including any well equipment or other personalty or fixtures currently used for the supply, diversion, storage, treatment or distribution of water on or in connection with the Real Property, and all water and/or and ditch stock relating thereto and all reserved water and sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift taps associated with the Real Property ("Water Rights"); and (e) all mineral rights owned by Seller relating to or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in appertaining to the operation Real Property ("Mineral Rights"). All of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi items (the “System”). a) through (e) Notwithstanding the foregoing or anything are collectively referred to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under in this Agreement and related transaction documents, including Seller’s rights to as the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;"Property."

Appears in 1 contract

Sources: Purchase and Sale Agreement (Rhythms Net Connections Inc)

The Property. Subject Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this AgreementAgreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇ agrees to sell to Buyer, and ▇▇▇▇▇ agrees ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to purchase from Seller, all the operation and maintenance of the following Real Property (the “Contracts”); (iii) certain reserve accounts that are described property on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “PropertyReserve Accounts”): ); (aiv) All immovable property, including all of Seller’s right, title and interest thereininterest, described if any, in EXHIBIT A, and to be attached hereto prior to the conclusion all items of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on personal property situated upon or within or relating the Real Property, which pertain to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property are used in connection with the ownership and/or operation and maintenance of the Immovable Real Property, including, but not limited towithout limitation, all such the personal property described in EXHIBIT Bon Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to be attached hereto prior the extent but only to the conclusion extent the same are transferable by Seller and relate to all or any part of the Feasibility Period Real Property (as hereafter defined) and made a part hereof (collectively, the “Movable Intangible Personal Property”); (c) All of Seller’s right. The Tenant Leases, titleContracts, Reserve Accounts, Personalty, and interest Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the area “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the System (as defined below) services (property and accounts listed on Exhibit A-7 are excluded from the “Service Area”), as determined by Buyer definition of the Property and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but are not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful included in the operation sale of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;Purchaser.

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Stratus Properties Inc)

The Property. Subject to the terms and provisions conditions of this Agreement, ▇▇▇▇▇▇ Seller agrees to sell to Buyer, the Purchaser and ▇▇▇▇▇ the Purchaser agrees to purchase from Seller, the Seller the Interests. Seller represents that the Company owns all of the following described property (collectively, hereinafter known as the “Property”): (a) All immovable propertythe parcel of land in the County of ▇▇▇▇▇▇▇▇▇▇, including all rightMaryland, title known as Crown Point, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and interest therein, more particularly described in EXHIBIT A, to be Exhibit B attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing hereof (collectively, the “Immovable PropertyLand”); (b) All movable property and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, all buildings (including but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion office building that is on the Land as of the Feasibility Period (as hereafter defineddate hereof) and made a part hereof (collectively, [the “Movable PropertyBuilding”], structures, equipment and other improvements on the Land (the “Improvements”); (c) All all easements, rights-of-way and appurtenances belonging to the Land and all rights of SellerSeller in the land lying in the bed of any road, street or alley, open or proposed, which adjoins the Land; (d) all equipment, furniture, furnishings, supplies and other personal property and fixtures of every description, if any, owned by the Company and located in or on, or attached to, or used in connection with the Land or Improvements, except as shown on Schedule 1.2(d) (hereinafter referred to as the “Personal Property”); (e) all of the Company’s right, title, title and interest as lessor in and to the area that Tenant Leases and, subject to the System terms of the respective applicable Tenant Leases, the Tenant Deposits; (as defined belowf) services (all of the “Service Area”)Company’s right, as determined by Buyer title and set forth interest in, in EXHIBIT Call contract rights related to the Land, Improvements or Personal Property, to be attached hereto prior the extent assignable, including, without limitation, the Company’s interest in the following: maintenance, construction, commission, architectural, engineering, parking, supply or service contracts, warranties, guarantees and bonds and other agreements related to the Improvements or Personal Property that will remain in existence after Closing (as hereinafter defined) (collectively, the “Service Contracts”);. (g) all of the Company’s right, title and made a part hereofinterest in, including but not limited toto and under any licenses certificates of occupancy, all real property interests such as easements, rights of way, and permits and leases related approvals issued by any governmental authority and relating to the SystemLand, Improvements, Personal Property or Service Contracts, to the extent assignable (the “Permits”); (h) all of the Company’s right, title and including any interest, if any, to the extent assignable or transferable, in and to the name “Crown Point” and all water and/or sewer facilitiesnames, equipment, lines, plants, pipes, manholes, meters, lift trade names logos associated or pump stations used in connection with the Property and appurtenancesall trademarks and all local and toll-free telephone numbers and listings used by the Company exclusively in the operation and identification of the Improvements; and (di) All property all of the Company’s right, title and interest, if any, to the extent assignable or rights of whatever nature transferable, in and kind that Seller owns which to all other intangible rights, titles, interests, privileges and appurtenances owned by the Company’s and related to or used exclusively in any way is used connection with the ownership, use or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”). (e) Notwithstanding the foregoing Land or anything to the contrary, the Improvements.. The Property shall not include the following assets: cash balances in the bank accounts shown on Schedule 1.2 (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake UtilitiesCash Accounts”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;).

Appears in 1 contract

Sources: Purchase Agreement (Corporate Office Properties Trust)

The Property. Subject to the terms and provisions of this Agreement, ▇▇▇▇▇▇ Seller agrees to sell sell, transfer, assign and convey, or cause to Buyerbe sold, transferred, assigned and conveyed, to Purchaser, and ▇▇▇▇▇ Purchaser agrees to purchase from Sellerpurchase, all of the following Seller’s right, title and interest in and to: (i) that certain plot, piece and parcel of land described property in Exhibit A attached hereto (collectively, the “PropertyLand”):); (aii) All immovable propertyall easements, including rights of way, privileges, appurtenances, covenants, strips and gores pertaining to or benefiting the Land, if any, together with all right, title and interest thereinof Seller, described if any, in EXHIBIT Aand to (a) any land within the right-of-way of any street, road, avenue, open or proposed, public or private, in front of or adjacent to the Land or any portion thereof, to be attached hereto prior the center line thereof, and (b) all oil, gas and mineral rights appurtenant to the conclusion of Land (collectively, the Feasibility Period “Appurtenances”); (as hereafter definediii) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing Land (collectively, the “Immovable PropertyImprovements”; the Land, Appurtenances and Improvements being hereinafter sometimes collectively referred to as the “Real Estate”); (biv) All movable all tangible personal property and intangible property fixtures (which are not part of the Improvements) of any kind attached to or located upon and used in connection with the ownership and/or ownership, maintenance, use or operation of the Immovable PropertyHotel and the other portions of the Property as of the date hereof (or acquired by Seller and so employed prior to Closing, as defined below), including, but not limited to, all such furniture, fixtures, equipment, signs; all heating, lighting, plumbing, drainage, electrical, air conditioning, and other mechanical fixtures and equipment and systems; all copy machines, computers, software, facsimile machines and other office equipment; all elevators, escalators, and related motors and electrical equipment and systems; all hot water heaters, furnaces, heating controls, motors and boiler pressure systems and equipment; all shelving and partitions; all ventilating equipment, and all incinerating and disposal equipment; all spa and health club and fitness equipment and furnishings; all vans, automobiles and other motor vehicles; all carpets, drapes, beds, furniture, furnishings, televisions, telephones and similar property; all stoves, ovens, freezers, refrigerators, dishwashers, disposals, kitchen equipment and utensils, tables, chairs, plates and other dishes, glasses, silverware, serving pieces and other restaurant and bar equipment, apparatus and utensils; all audiovisual equipment, banquet equipment and laundry equipment; exclusive of (a) any personal property leased under the Equipment Leases described in EXHIBIT below, (b) items belonging to Hotel guests and tenants under the Space Leases described below, (c) the items listed on Exhibit B, to be attached hereto prior and (d) any property, including reservation equipment, software, operating manuals, and other proprietary information, owned by the manager of the Hotel, Four Seasons Hotels Limited (the “Manager”) or its Affiliates, subject to the conclusion terms of the Feasibility Period Hotel Management Agreement (as hereafter defineddefined below) and made a part hereof (collectively, the “Movable FF&E”); provided, however, in all cases, subject to the rights of Manager under the Hotel Management Agreement with respect to any items bearing any tradenames, trademarks or logos belonging to Manager or any of its Affiliates; (v) all merchandise, supplies, inventory and other items used for the operation and maintenance of guest rooms, guest services, restaurants, lounges, swimming pools, health clubs, and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) inventory, office supplies and stationery, advertising and promotional materials, towels, washcloths, bedding and other linens, cleaning and maintenance supplies, guest toiletries, napkins and tablecloths, china, flatware, glassware, paper goods, employee uniforms, and gift shop inventories and other items held for resale at the Hotel (collectively, the “Supplies”); provided, however, in all cases subject to the rights of Manager under the Hotel Management Agreement with respect to any Supplies bearing any tradenames, trademarks or logos belonging to Manager or any of its Affiliates; (vi) the leases of equipment, furnishings or other personal property located on the Real Estate and used in connection with the operation of the Hotel and other portions of the Property, identified in Exhibit C, together with the rights to the property covered thereby (the “Equipment Leases”); (cvii) All the service, maintenance, parking service management and other agreements in connection with the operation of Seller’s rightthe Hotel and the maintenance of the Real Estate and FF&E, title, and interest identified in and to the area that the System (as defined below) services Exhibit D (the “Service AreaContracts”); (viii) the Second Amended and Restated Hotel Management Agreement dated January 1, 1997, between Manager and Georgetown Plaza Associates (the “Hotel Management Agreement”); (ix) the leases, licenses, concessions and other agreements granting any occupancy, possessory or entry rights in or to the Real Estate, identified in Exhibit E (the “Space Leases”), as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift prepaid rents or pump stations and appurtenances; anddeposits held by Seller (or Manager) thereunder (the “Lease Deposits”); (dx) All property or all of Seller’s rights of whatever nature and kind under that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in certain Rental Agreement dated December 9, 2004 between ▇▇▇▇▇▇▇ CountyCompany, Mississippi as landlord and Georgetown Plaza Associates, as tenant for premises known as Apartment 1519, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “SystemOff-Site Rental Agreement”).; (exi) Notwithstanding the agreements identified in Exhibit F, pursuant to which third parties have been given certain rights to rooms or services at the Hotel from and/or after the Closing Date (the “Rooms Agreements”); (xii) the aggregate amount of any deposits (“Reservation Deposits”) received by Seller (whether paid in cash or by credit card) as a down payment for reservations made for rooms, banquets, meals or other services to be supplied from and/or after the Closing Date (the “Reservations”); (xiii) the books, records, files (including personnel files) and any customer, mailing or “frequent user” lists maintained solely in connection with the operation or promotion of the Hotel (and not any other property), including all non-proprietary computer data bases containing any such information, but excluding any personal income tax records, any of the foregoing or anything owned by the Manager and portions of employee files (such as medical records) to the contraryextent a Seller is prohibited by applicable law from disclosing the information contained therein (collectively, the Property shall not include “Books”); (xiv) all goodwill of the following assets: Hotel and all of Seller’s rights, if any, in and to the tradenames, trademarks, service marks and logos described on Exhibit G, but specifically excluding names, marks and logos which are owned by the Manager (the “Intangibles”); (xv) to the extent assignable, all warranties, guaranties and indemnities with respect to the Real Estate and the FF&E for the benefit of Seller (the “Warranties”); (xvi) to the extent assignable, all licenses (including without limitation liquor, beer, wine, bar and similar licenses), permits (including without limitation health, swimming pool and elevator permits), certificates of occupancy, and similar documents issued by any federal, state, district, or local authority in the name of Seller or any Affiliate of Seller and relating to the Hotel (the “Licenses”); (xvii) all plans, drawings and specifications relating to the Hotel to the extent in Seller’s possession or control (the “Plans and Specs”); (xviii) all rights to water service, sanitary and storm sewer service, electrical service and gas service benefiting the Land and Improvements (the “Utilities”); (xix) all cash on hand and other funds at the Hotel as of the Apportionment Date (defined in Section 13 below), including till money (the “House Banks”); and (xx) the outstanding receivables under (a) the rights which accrue or will accrue that certain note dated December 15, 1999 made by ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ to Seller under this Agreement evidencing the loan from Seller to ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and related transaction documents, including Seller▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in the original principal amount of $400,000 (the “General Manager’s rights to the Purchase Price; Mortgage Loan”) and (b) any of Seller’s cash on hand all income or on depositaccounts receivable for room, food and beverage and other sales and services at or from the Hotel for the period through the Apportionment Date (defined below) that have remained outstanding for a period less than or equal to ninety (90) days (the “Accounts Receivable”; (c) and, together with the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use outstanding balance of the name General Manager’s Mortgage Loan, the “Canebrake Receivables”). The Accounts Receivable shall include room charges for the night commencing on the Apportionment Date and ending on the morning of the Closing Date, as well as income from food and beverage sales through 4:00 A.M. on the Closing Date. The Land, the Appurtenances, the Improvements, the FF&E, the Supplies, the Equipment Leases, the Service Contracts, the Hotel Management Agreement, the Space Leases, the Lease Deposits, the Off-Site Rental Agreement, the Rooms Agreements, the Reservations and Reservation Deposits, the Books, the Intangibles, the Warranties, the Licenses, the Plans and Specs, the Utilities” and/or any rights or goodwill related to , the name House Banks and the Receivables are hereinafter collectively called the “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;Property”.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Strategic Hotel Capital Inc)

The Property. Subject to the terms (a) A true and provisions correct description of this Agreementcertain parcels of real property lying and being situated in Texas, ▇▇▇▇▇▇ agrees to sell to Buyer, and ▇▇▇▇▇ agrees to purchase from Seller, all USA is more particularly described on Schedule 4.1.6 of the Disclosure Schedule (the “Land”). (b) The following described property (collectivelyenumerated property, rights and interests collectively constitute the “Property”):” as used in this Agreement: (a1) All immovable propertythe Land; (2) all buildings, including structures and other improvements erected or situated on the Land or any portion thereof (the “Improvements”); (3) right, title and interest, if any, of such BSR Party or any of its subsidiaries, if any, in and to any land lying in the bed of any street, road or access way adjoining the Land or Improvements to the centerline thereof (the “Property Rights”); (4) all right, title and interest thereinof such BSR Party or any of its subsidiaries, described reversionary or otherwise, in EXHIBIT Aand to all easements, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) rights and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all privileges appurtenant rights relating thereto, including, but not limited towithout limitation, warranties all minerals, oil or gas on or under such Land, development rights, land use entitlements, air rights, water rights, riparian rights, and guarantiesall right, access easements title and other interest of such BSR Party or any of its subsidiaries in and to all streets, gores, strips, alleys, easements and rights relating thereto, access to utilities, rights of way in, on, across, in front of or adjoining thereto in or upon the Land and similar all other rights located on and appurtenances belonging or within or relating to in any of the foregoing ways pertaining thereto (collectively, the “Immovable PropertyAppurtenances”); (b5) All movable all fixtures, furniture, carpeting, draperies, appliances, building supplies, equipment, machinery, inventory, and other items of personal property owned by such BSR Party or any of its subsidiaries and intangible property presently or hereafter affixed to or situated upon the Land or Improvements and used in connection with the ownership and/or operation of the Immovable Property, includingLand or Improvements (“Personalty”), but not limited to, all specifically excluding any (x) items of personal property owned by tenants (“Tenants”) on the Land or Improvements and (y) such property described in EXHIBIT B, to be attached hereto prior to the conclusion items as are leased by such BSR Party or any of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”)its subsidiaries from third parties or otherwise owned by third parties; (c6) All such BSR Party’s or any of Seller’s its subsidiaries’ right, title, and interest in all leases, tenancies, licenses, and to other occupancy agreements, including any which may be made by such BSR Party or any of its subsidiaries after the area that the System (as defined below) services (the “Service Area”), as determined by Buyer date hereof and set forth in EXHIBIT C, to be attached hereto prior to the Closing as permitted by this Agreement (collectively, the “Leases”) affecting or with respect to the Land or Improvements or any portion thereof, including all refundable security and other deposits and guaranties, and all rents, or income due under the Leases or otherwise receivable by the owner of the Property for use or occupancy of any of the Property prepaid for any period subsequent to the Closing Date; (7) such BSR Party’s or any of its subsidiaries’ right, title, and interest in the leasing, service, supply and maintenance contracts (“Contracts”) relating to the Land, Improvements, or Personalty, including the Contracts existing as hereinafter definedof the date hereof which are listed on Schedule 4.1.6(b)(7) of the Disclosure Schedule; and (8) such BSR Party’s and made a part hereofits subsidiaries’ interest (if any, and without representation or warranty) in and to all assignable guaranties and warranties relating to the Personalty and all intangible personal property used in connection with the Land and Improvements, including, without limitation, (i) any and all signs, trademarks, logos, photographs, graphic media, social media accounts, mail addresses, telephone exchange numbers and listings, social media content and related information, trade names, and related goodwill associated with Land and/or Improvements, including without limitation, the names used in the ordinary course of business for each any real property and any variations thereof, (ii) plans, drawings, surveys, reports (including, without limitation, historical occupancy and tenant data), specifications and other architectural, engineering drawings, and technical reports for the Land and Improvements, and (iii) any licenses, permits, consents, authorizations, approvals, registrations and certificates issued by any Governmental Authority which are currently held by such BSR Party or any of its subsidiaries with respect to the Property, if any (collectively, and together with the Property Rights, Appurtenances, Personalty, Leases, and Contracts, the “Additional Rights”). Notwithstanding anything to the contrary contained in Section 4.1.6(a), the Property does not include: (x) any bank accounts, certificates of deposit, securities, bonds, cash, cash equivalents, and other investments of such BSR Party or its subsidiaries; provided that Tenants’ security and other refundable deposits with respect to the Leases are not excluded from the Property, (y) such BSR Party’s or its subsidiaries’ accounting and income tax records and files and (z) documents pertaining to existing ownership or management entities, including but not limited toto existing third-party Property management contracts. (c) There is no fact or condition which would result in the termination of the current access from the Property to any presently existing highways and roads adjoining or situated on the Land or to any existing sewer or other utility facilities serving, all real property interests such as easements, rights of way, permits and leases related to adjoining or situated on the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; andLand. (d) All property bills and claims for labor performed or rights materials furnished to or for the benefit of whatever nature the Property for or on behalf of such BSR Party or any of its subsidiaries for all periods of time prior to the Closing will be paid in full, and kind that Seller owns which in any way is used on or is useful in prior to Closing, all mechanics’ or materialmen’s liens on or affecting the operation of a water and sewer utility system located in ▇▇▇▇▇ CountyProperty (except mechanic’s or materialmen’s liens, Mississippi (if any, arising by, through or under the “System”AVB Parties), shall be released or otherwise removed as an exception to title. (e) Notwithstanding As of the foregoing date hereof, no portion of the Property is subject to any affordable housing, housing finance corporation, rent control or anything rent restriction laws, ordinances, or agreements. Such BSR Party and its subsidiaries have complied with all applicable laws in their treatment of security deposits and fees in lieu thereof. There are no tax appeals or abatement proceedings pending with respect to the contraryProperty or any portion thereof, except as listed on Schedule 4.1.6(e) of the Disclosure Schedule. (f) Each of the residential units at the Property shall is equipped with a refrigerator, stove, dishwasher, in-sink disposal, microwave, heating/air conditioning system, hot water system, and washer/dryer, each of which are owned outright by such BSR Party or its subsidiaries, with the exception of any washer/dryer owned by tenants. (g) Such BSR Party or its subsidiaries have not include entered into nor are party to any agreements pursuant to which any rights of first refusal to purchase all or any part of the following assets: Property, options to purchase all or any portion of the Property or other similar rights have been granted to any other person. (ah) Other than the rights which accrue Permitted Exceptions, there are no unrecorded development agreements, property owner’s associations, condominium (or will accrue to Seller under this Agreement and related transaction documentsequivalent organization) agreements, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documentsaffordability agreements, or other items bearing the name “Canebrake Utilities”covenants, conditions and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill restrictions agreements related to the name “Canebrake Utilities,” Property that are currently in effect and could be binding upon the AVB Parties or any derivative of their subsidiaries or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;affiliates following the Closing.

Appears in 1 contract

Sources: Transaction Agreement (BSR Real Estate Investment Trust)

The Property. Subject Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this AgreementAgreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇ agrees to sell to Buyer, and ▇▇▇▇▇ agrees ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to purchase from Seller, all the operation and maintenance of the following Real Property (the “Contracts”); (iii) certain reserve accounts that are described property on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “PropertyReserve Accounts”): ); (aiv) All immovable property, including all of Seller’s right, title and interest thereininterest, described if any, in EXHIBIT A, and to be attached hereto prior to the conclusion all items of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on personal property situated upon or within or relating the Real Property, which pertain to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property are used in connection with the ownership and/or operation and maintenance of the Immovable Real Property, including, but not limited towithout limitation, all such the personal property described in EXHIBIT Bon Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to be attached hereto prior the extent but only to the conclusion extent the same are transferable by Seller and relate to all or any part of the Feasibility Period Real Property (as hereafter defined) and made a part hereof (collectively, the “Movable Intangible Personal Property”); (c) All of Seller’s right. The Tenant Leases, titleContracts, Reserve Accounts, Personalty, and interest Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the area “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the System (as defined below) services (property and accounts listed on Exhibit A-7 are excluded from the “Service Area”), as determined by Buyer definition of the Property and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but are not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful included in the operation sale of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;Purchaser. {N4542684.1} 1

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Stratus Properties Inc)

The Property. Subject 1.1 Seller agrees to sell and ▇▇▇▇▇ agrees to purchase the terms real property consisting of approximately 20.8 acres of land situated at the location generally known as ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ in the Village of Highland, the County of ▇▇▇▇▇▇ and provisions the State of this AgreementTexas, and more particularly described on Exhibit “A”, together with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges (the “Property”). Notwithstanding the foregoing, the Property shall not and does not include the Condemned Area (as hereinafter defined). The Property is commonly referred to as Marketplace at Highland Village, as shown on the site plan attached as Exhibit “B”. 1.2 At Closing, ▇▇▇▇▇▇ further agrees to sell assign, transfer and convey to Buyer▇▇▇▇▇, and ▇▇▇▇▇ agrees to purchase acquire and assume from Seller, all of for no additional consideration (aside from the following described property Purchase Price (collectivelyas hereinafter defined) as more particularly set forth herein), the “Property”): (a) All immovable property, including all ▇▇▇▇▇▇’s right, title and interest therein, described in EXHIBIT A, to be attached hereto prior and to the conclusion following: a) All of Seller’s right, title and interest, if any, in and to all apparatus, fittings and fixtures in or on the Feasibility Period Property or which are attached thereto (as hereafter definedthe “Fixtures”); provided, however, that the foregoing shall in no event include any Fixtures owned by the tenants; b) All of Seller’s right, title and made a part hereofinterest, including but not limited if any, in and to any mineral equipment, machinery and other subsurface rights, together with all buildings personal property located in or on the Property and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing owned by Seller (collectively, the “Immovable Personal Property”); (b) All movable property and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”); (c) All of Seller’s right, titletitle and interest, and interest if any, in and to the area that the System (as defined below) services trademark, service mark, trade name and name directly relating to “Marketplace at Highland Village” (the “Service Intellectual Property”); d) The landlord’s and ▇▇▇▇▇▇’s interest in all leasehold estates created by the Leases and the Temporary Occupancy Agreements (each as hereinafter defined); e) All of Seller’s right, title and interest, if any, in and to all warranties and guaranties, if any, relating to the Property, to the extent transferrable and/or assignable (collectively, the “Warranties”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Warranties; f) All of Seller’s right, title and interest, if any, in and to all 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 relating to the Property, to the extent transferrable and/or assignable (the “Permits”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Permits; and g) All of Seller’s right, title and interest, if any, in and to all Permitted Exceptions (as hereinafter defined). 1.3 Buyer hereby acknowledges that Seller has received that certain Valuation & Advisory Services letter dated December 27, 2022 (as supplemented by that certain Offer Letter dated June 5, 2023, further supplemented by that certain Real Estate Appraisal Report dated January 31, 2023, and further supplemented by that certain Administrative Settlement Approval letter dated July 21, 2023, the “TxDOT Letter”) on behalf of the Texas Department of Transportation (“TxDOT”) with respect to certain areas of the Property that are subject to a condemnation proceeding as described in the TxDOT Letter (the “Condemned Area”). ▇▇▇▇▇ has received a copy of the TxDOT Letter. Seller and ▇▇▇▇▇ acknowledge and agree that Seller shall be entitled to, as determined and shall have the sole claim to, any condemnation award paid in respect of the Condemned Area, whether paid to Seller or Buyer before or after Closing. Buyer hereby disclaims and forever waives any and all right, title or interest in or to any such condemnation award in respect of the Condemned Area. If all or any portion of such condemnation award is received by Buyer after the Closing, Buyer shall promptly notify Seller and set forth arrange for payment of such condemnation award to Seller, which payment shall be made within ten (10) business days of Buyer’s receipt of such payment. Seller shall cooperate in EXHIBIT C, good faith with Buyer in order to be attached hereto prior ensure that Buyer is not liable for any portion of real estate taxes or any other costs related to the Condemned Area, and Seller shall indemnify Buyer from same. This Section 1.3 shall survive Closing and delivery of the Deed (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such until the expiration of the Survival Period (as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”hereinafter defined). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;

Appears in 1 contract

Sources: Purchase Agreement (Cohen & Steers Income Opportunities REIT, Inc.)

The Property. Subject (a) The Property is defined as and shall include all of the following: (i) That certain parcel of land located in Cobb ▇▇▇nty, Georgia, more particularly described in Exhibit A attached hereto (the "Land"); (ii) All rights, title and interest of Seller in and to all buildings and improvements situated on, above or under the Land (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest of Seller, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the terms Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and provisions roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of this Agreementthe Land or Improvements, including, but not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as the "Personal Property"); and (v) All other appurtenances, and any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Property, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating to the ownership, use or operation of the Property. (b) The Property is located at 2650 ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ agrees to sell to Buyer▇▇▇, and ▇▇▇▇▇ agrees to purchase from Seller, all of the following described property (collectively, the “Property”): (a) All immovable property, including all right, title and interest therein, described in EXHIBIT A, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”); (c) All of Seller’s right, title, and interest in and to the area that the System (as defined below) services (the “Service Area”), as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇, ▇▇ County, Mississippi (the “System”)▇d is commonly known or referred to as "Autumn Ridge Apartments". (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;

Appears in 1 contract

Sources: Agreement for Sale and Purchase of Improved Property (Roberts Realty Investors Inc)

The Property. Subject to the terms and provisions of this Agreement, ▇▇▇▇▇▇ Seller agrees to sell to Buyer, and ▇▇▇▇▇ Buyer agrees to purchase from Seller, all of in accordance with this Agreement, the following following: (a) the real property commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ #943005-0040-08, together with the improvements on such real property and the easements and rights appurtenant to such real property, as more particularly described property on Exhibit A attached hereto (collectively, the “Property”): (a) All immovable property, including all right, title and interest therein, described in EXHIBIT A, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Real Property”); (b) All movable property and intangible property used Seller’s interest in connection with the ownership and/or operation of the Immovable Propertythat certain Lease dated November 8, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period 2019 (as hereafter defined) and made a part hereof (collectively, the “Movable PropertyLease”) by and among Seller, as landlord, and Facebook Technologies, LLC, a Delaware limited liability company (“Tenant”), and that certain Guaranty of Lease dated November 8, 2019, executed by Facebook, Inc., a Delaware corporation (“Guarantor”); (c) All of Seller’s right, title, and interest in and to the area that the System (as defined below) services (the “Service Area”)all furnishings, as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilitiesfurniture, equipment, linessupplies, plantsand other personal property as are owned by Seller and are currently located in, pipeson, manholesor about and are used exclusively for the operation of the Real Property (collectively, meters, lift or pump stations and appurtenancesthe “Personal Property”); and (d) All Seller’s interest in all intangible property or owned by Seller and used in connection with the Real Property and Personal Property, including all trademarks and trade names used in connection with the Property, all plans and specifications, if any, in the possession of Seller which were prepared in connection with the construction of the Improvements and all licenses, permits and warranties now in effect with respect to the Property to the extent assignable (collectively, the “Intangible Property”) but excluding (but subject to the terms set forth in this Agreement) (i) any rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ Countyagainst third parties including, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything without limitation, Tenant, with respect to the contraryperiod prior to Closing, the Property shall not include the following assets: and (aii) the rights which accrue or will accrue of Seller to rents and other income from Tenant and other third parties for the period prior to the Closing Date. Notwithstanding the foregoing, in the event any warranty is not assignable, Seller under shall reasonably cooperate with Buyer to have such warranty assigned to Buyer at no cost to Seller, and further provided that any such assignment shall not be a condition to Buyer’s closing obligations hereunder. All of the foregoing assets and properties to be acquired by Buyer pursuant to this Agreement and related transaction documents, including Seller’s rights are collectively referred to in this Agreement as the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake UtilitiesProperty.”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;

Appears in 1 contract

Sources: Purchase Agreement (Invesco Real Estate Income Trust Inc.)

The Property. Subject to the terms and provisions of this AgreementNo Person other than WRAAP or WRUR owns or holds any right, title or interest in (i) ▇▇▇▇ ▇▇. ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ agrees to sell to Buyer, and ▇▇▇▇▇▇▇▇▇▇▇ agrees to purchase from Sellerlocated in Cherry Hill, Camden County, New Jersey (the "LAND"), as such Land is described on EXHIBIT I attached hereto, (ii) the Building and all of the following described property (collectively, the “Property”): (a) All immovable property, including all right, title and interest therein, described in EXHIBIT A, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereonthereon and all other structures, systems, and all utilities associated therewith (the "IMPROVEMENTS'), (iii) any tenements, hereditaments and privileges appurtenant rights relating thereto, including, but not limited to, warranties any estate, right, title interest, property, claim and guarantiesdemand in and to all streets, access alleys, rights-of-way, sidewalks, easements and other easements utility lines or agreements and development, water or mineral rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of in connection with the foregoing Land (collectively, the “Immovable Property”"APPURTENANCES"); , (biv) All movable any personal property located on or in the Land or the Improvements and used in connection with the operation and maintenance of the Property and not owned or leased by any tenant or property manager as described on EXHIBIT J attached hereto (collectively, the "PERSONAL PROPERTY"), (v) all buildings, materials, supplies, hardware, carpeting and other inventory located on or in the Land or the Improvements and maintained in connection with the Transferred Companies ownership and operation of the Property (collectively, the "INVENTORY"), (vi) any trademarks, tradenames, permits, licenses, approvals and entitlements (and all amendments, modifications, supplements and renewals thereof) and other intangible property used in connection with the ownership and/or operation of the Immovable Propertyforegoing, including, but not limited towithout limitation, any right, title and interest in any and all such property warranties and guaranties (and all amendments, modifications, supplements and renewals thereof) relating to the Property as described in on EXHIBIT B, to be K attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”"INTANGIBLE PERSONAL PROPERTY"); , (cvii) All that certain Ground Lease dated as of Seller’s rightOctober 30, title, and interest in and to the area that the System (as defined below) services 2003 (the “Service Area”)"GROUND LEASE") for the Land between WRAAP and WRUR and that certain Sublease dated as of October 30, 2003 (the "SUBLEASE") between WRUR and WRAAP, (viii) any Leases of the Building and Land that are in effect on the Effective Date, including the Ground Lease and the Sublease (collectively, the "LEASES") (ix) that certain Financial Agreement for Long-Term Tax Exemption with Cherry Hill Township dated as determined by Buyer and set forth in EXHIBIT Cof October 30, to be attached hereto prior to 2003 (the Closing (as hereinafter defined"PILOT AGREEMENT") and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to (x) the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything to the contraryTransferred Contracts. The Land, the Property shall not include Improvements, the following assets: (a) Appurtenances, the rights which accrue or will accrue to Seller under this Personal Property, the Inventory, the Intangible Personal Property, the Leases, the Ground Lease, the Sublease, the PILOT Agreement and related transaction documents, including Seller’s rights the Transferred Contracts are hereinafter collectively referred to as the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and any and all licenses or other rights to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the name “Canebrake Utilities,” or any derivative or form thereof, or to any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller"PROPERTY";

Appears in 1 contract

Sources: Sale Agreement (Behringer Harvard Reit I Inc)

The Property. Subject For the purpose of securing payment and performance of the Secured Obligations defined in Section 2 below, Trustor hereby irrevocably and unconditionally grants, bargains, sells, conveys, transfers and assigns to Trustee, in trust for the terms benefit of Beneficiary, with power of sale and provisions right of this Agreemententry and possession, all estate, right, title and interest which Trustor now has or may later acquire in the following property (all or any part of such property, or any interest in all or any part of it, together with the Personalty (as hereinafter defined) being hereinafter collectively referred to as the "Property"): (a) The real property located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Units 11 - 18, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ agrees to sell to Buyer, and ▇▇▇▇▇ agrees to purchase from Sellerin the County of Jefferson, all of the following described property (collectively, the “Property”): (a) All immovable property, including all right, title and interest therein, as described in EXHIBIT A, to be attached Exhibit A hereto prior to (the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”"Land"); (b) All movable property buildings, structures, improvements, fixtures and intangible property used appurtenances now or hereafter placed on the Land, and all apparatus and equipment now or hereafter attached in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior any manner to the conclusion of Land or any building on the Feasibility Period (as hereafter defined) Land, including all pumping plants, engines, pipes, ditches and made a part hereof flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment (collectively, the “Movable Property”"Improvements"); (c) All easements and rights of Seller’s rightway appurtenant to the Land; all crops growing or to be grown on the Land (including all such crops following severance from the Land); all standing timber upon the Land (including all such timber following severance from the Land); all development rights or credits and air rights; all roads, titlestreets, alleys and other rights of way (open or proposed) to the centerline, minerals, oil, gas, and interest in other hydrocarbon substances and to rights thereto in, on, under, or upon the area that the System (as defined below) services (the “Service Area”), as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; andLand; (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in water rights, whether tributary, nontributary, not nontributary, or other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90- 137(4) or the corresponding provisions of any successor statute, whether adjudicated or unadjudicated, absolute or conditional, and all ditches and ditch rights, water ▇▇▇▇▇ Countyand well rights, Mississippi (State Engineer filings, well registration statements and well permits, water taps, reservoirs and reservoir rights, springs, all decrees and pending water court applications, and all water company and mutual ditch or reservoir company stock, and all right, title and interest under any decreed or pending plan of augmentation or water exchange plan, which are, have been, or may be used on or in connection with, or appurtenant to, or located on or underlying, or in any way associated with, the “System”).Land, with all appurtenances; (e) Notwithstanding the foregoing or anything All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions relating to the contrary, use and enjoyment of all or any part of the Property shall not include Land or the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”Improvements, and any and all licenses guaranties and other agreements relating to or other rights to use made in connection with any of the name “Canebrake Utilities” and/or foregoing; (f) All proceeds, including all claims to and demands for them, of the voluntary or involuntary conversion of any rights of the Land, Improvements, or goodwill related the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies, whether or not such policies are required by Beneficiary, and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any breach of warranty, misrepresentation, damage or injury to, or defect in, the name “Canebrake Utilities,” Land, Improvements, or the other property described above or any derivative or form thereofpart of them; and (g) All proceeds of, or to additions and accretions to, substitutions and replacements for, and changes in any mark associated with or material that includes any such name or any derivative or form thereof; (d) any computer software which is licensed to Seller;of the property described above.

Appears in 1 contract

Sources: Deed of Trust (Lifeloc Technologies, Inc)