Contribution and Exchange. 1.1 Upon, and subject to, the terms, covenants and conditions of this Agreement, on the Closing Date (as hereinafter defined), Contributor shall contribute and convey to the Company Contributor's Interest in G&G, which is the owner and possesses all right, title and interest in, to and under the following: (a) that certain plot, piece or parcel of land situate, lying and being in the City and County of San Francisco and State of California, and being more particularly described on Schedule 1.1(a) (the "Land"), the building or buildings constructed on the Land (the "Building") and all of the other improvements located on the Land (together with the Building, the "Improvements"); (b) all rights, privileges, grants and easements appurtenant to the Land and Improvements including, without limitation, all of G&G's right, title and interest in and to all land lying in the bed of any public street, road or alley, all mineral and water rights and all easements, licenses, covenants and rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and Improvements (the Land and Improvements, and all such rights, privileges, easements, grants and appurtenances, are sometimes referred to herein as the "Real Property"); (c) all personal property, fixtures, equipment, inventory and computer programming and software owned or licensed by G&G and located on the Real Property or used in connection with or in relation to the sale, management, leasing, promotion, ownership, operation, development, maintenance, use or occupancy of the Real Property including, without limitation, the items, if any, described on Schedule 1.1(c) (collectively the "Personal Property"); (d) all leases and other agreements with respect to the use and occupancy of the Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (each a "Lease", and collectively the "Leases"), and all rents, additional rents, reimbursements, profits, income, receipts and the amount deposited under any Lease in the nature of security (plus any accrued interest) (the "Security Deposit") for the performance by any entity or person(s) using or occupying space at the Property (each a "Tenant", and collectively the "Tenants") pursuant to a Lease; (e) all trademarks and tradenames used or useful in connection with the Real Property, including without limitation the names Convention Plaza and G&G Martco and any other name by which the Real Property is commonly known, and all goodwill, if any, related to said names, all for which G&G shall have the sole and exclusive rights (collectively, the "Tradenames"); (f) all permits, licenses, guaranties, approvals, certificates and warranties relating to the Real Property and the Personal Property (collectively, the "Permits and Licenses"), those contracts and agreements for the servicing, maintenance and operation of the Real Property, to the extent the Company has elected to continue same as provided herein (the "Service Contracts") as set forth on the annexed Schedule 1.1(f), and the telephone numbers in use at any of the Real Property (together with the Permits and Licenses and the Service Contracts, collectively the "Intangible Property"); (g) all promotional materials, brochures, prints and/or pictures of the Land and Improvements (collectively, "Promotional Materials"), books, records, tenant data, leasing material and forms, past and current rent rolls, files, statements, tax returns, market studies, keys, plans, specifications, reports, tests and other materials of any kind owned by or in the possession of G&G which are or may be used by G&G in the use and operation of the Real Property or Personal Property (together with the Promotional Materials, collectively the "Books and Records"); and (h) all other rights, privileges and appurtenances owned by G & G, if any, and in any way related to the rights and interests described above in this Section.
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Sources: Contribution and Exchange Agreement (Mack Cali Realty Corp)
Contribution and Exchange. 1.1 UponSubject to the terms and conditions set forth herein and in exchange for the Consideration to Contributor (as described in Section 2 below), the Contributor hereby covenants and agrees to sell, transfer, convey, assign and deliver to Recipient (or such other entity as the Recipient Parties may designate, so long as such entity is owned, directly or indirectly, by one or more of the Recipient Parties and, it being acknowledged and agreed, that the Recipient shall not be released from any of Recipient's agreements or undertakings set forth herein) at the Closing, and subject to, the terms, Recipient covenants and conditions of this Agreementagrees to exchange and accept at the Closing, on the Closing Date (as hereinafter defined), Contributor shall contribute and convey to the Company Contributor's Interest in G&G, which is the owner and possesses all right, title and interest in, to and under the following:
under: (a) that certain plotthe Real Estate, piece or parcel of land situate, lying and being in the City and County of San Francisco and State of California, and being more particularly described on Schedule 1.1(a) (the "Land"), the building or buildings constructed on the Land (the "Building") and all of the other improvements located on the Land (together with the Building, the "Improvements");
(b) all rights, privileges, grants and easements appurtenant improvements to the Land and Improvements Real Estate, including, without limitation, all of G&G's buildings, pivots, electric irrigation motors, pumps, gearheads, submersible pumps, generators, underground pipes and other related irrigation equipment, crops, all water rights, all available mineral rights (i.e., all mineral rights that the Contributor acquired when the Contributor originally acquired the Real Estate), all timber rights, all development rights, all conservation easements, all appurtenances and hereditaments, and (c) all right, title and interest in and to all land lying in the bed of any public street, road or alley, all mineral and water rights and all easements, licenses, covenants and rights-of-way, adjacent streets, alleys, roads, privileges and benefits in any way benefiting and/or appertaining to the Real Estate, in each case, now located thereon or other appurtenances used in connection attached thereto (clauses (b) and (c), the "Additional Interests" and, together with the beneficial use and enjoyment of the Land and Improvements (the Land and ImprovementsReal Estate, and all such rights, privileges, easements, grants and appurtenances, are sometimes referred to herein as the "Real Property");
(c) all personal property, fixturesin each case, equipmentfree and clear of any mortgage, inventory and computer programming and software owned encumbrance, lien, other charge or licensed by G&G and located on the Real Property security interest of any kind or used in connection with or in relation to the sale, management, leasing, promotion, ownership, operation, development, maintenance, use or occupancy of the Real Property including, without limitation, the items, if any, described on Schedule 1.1(c) (collectively the "Personal Property");
(d) all leases and other agreements with respect to the use and occupancy of the Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (each a "Lease", and collectively the "Leases"), and all rents, additional rents, reimbursements, profits, income, receipts and the amount deposited under any Lease in the nature of security (plus any accrued interest) (the "Security Deposit") for the performance by any entity or person(s) using or occupying space at the Property (each a "Tenant", and collectively the "Tenants") pursuant to a Lease;
(e) all trademarks and tradenames used or useful in connection with the Real Property, including without limitation the names Convention Plaza and G&G Martco and any other name by which the Real Property is commonly known, and all goodwill, if any, related to said names, all for which G&G shall have the sole and exclusive rights (collectively, the "Tradenames");
(f) all permits, licenses, guaranties, approvals, certificates and warranties relating to the Real Property and the Personal Property (collectively, the "Permits and Licenses"), those contracts and agreements for the servicing, maintenance and operation of the Real Property, to the extent the Company has elected to continue same as provided herein (the "Service Contracts") as set forth on the annexed Schedule 1.1(f), and the telephone numbers in use at any of the Real Property (together with the Permits and Licenses and the Service Contracts, collectively the "Intangible Property");
(g) all promotional materials, brochures, prints and/or pictures of the Land and Improvements whatsoever (collectively, "Promotional MaterialsLiens"), books, records, tenant data, leasing material and forms, past and current rent rolls, files, statements, tax returns, market studies, keys, plans, specifications, reports, tests and other materials of any kind owned by or in the possession of G&G which are or may be used by G&G in the use and operation of the Real Property or Personal Property (together with the Promotional Materials, collectively the "Books and Records"); and
(h) all other rights, privileges and appurtenances owned by G & G, if any, and in any way related to the rights and interests described above in this Section.
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Contribution and Exchange. 1.1 UponSubject to the terms and conditions set forth herein and in exchange for the Consideration to Contributor (as described in Section 2 below), the Contributor hereby covenants and agrees to sell, transfer, convey, assign and deliver to Recipient (or such other entity as the Recipient Parties may designate, so long as such entity is owned, directly or indirectly, by one or more of the Recipient Parties and, it being acknowledged and agreed, that the Recipient shall not be released from any of Recipient’s agreements or undertakings set forth herein) at the Closing, and subject to, the terms, Recipient covenants and conditions of this Agreementagrees to exchange and accept at the Closing, on the Closing Date (as hereinafter defined), Contributor shall contribute and convey to the Company Contributor's Interest in G&G, which is the owner and possesses all right, title and interest in, to and under the following:
under: (a) that certain plotthe Real Estate, piece or parcel of land situate, lying and being in the City and County of San Francisco and State of California, and being more particularly described on Schedule 1.1(a) (the "Land"), the building or buildings constructed on the Land (the "Building") and all of the other improvements located on the Land (together with the Building, the "Improvements");
(b) all rights, privileges, grants and easements appurtenant improvements to the Land and Improvements Real Estate, including, without limitation, all of G&G's buildings, pivots, electric irrigation motors, pumps, gearheads, submersible pumps, generators, underground pipes and other related irrigation equipment, crops, all water rights, all available mineral rights (i.e., all mineral rights that the Contributor acquired when the Contributor originally acquired the Real Estate), all timber rights, all development rights, all conservation easements, all appurtenances and hereditaments, and (c) all right, title and interest in and to all land lying in the bed of any public street, road or alley, all mineral and water rights and all easements, licenses, covenants and rights-of-way, adjacent streets, alleys, roads, privileges and benefits in any way benefiting and/or appertaining to the Real Estate, in each case, now located thereon or other appurtenances used in connection with the beneficial use attached thereto (clauses (b) and enjoyment of the Land and Improvements (the Land and Improvements, and all such rights, privileges, easements, grants and appurtenances, are sometimes referred to herein as the "Real Property");
(c) all personal property, fixtures, equipment, inventory and computer programming and software owned or licensed by G&G and located on the Real Property or used in connection with or in relation to the sale, management, leasing, promotion, ownership, operation, development, maintenance, use or occupancy of the Real Property including, without limitation), the items, if any, described on Schedule 1.1(c) (collectively the "Personal Property");
(d) all leases and other agreements with respect to the use and occupancy of the Real Property“Additional Interests” and, together with all amendments and modifications thereto and any guaranties provided thereunder (each a "Lease"the Real Estate, and collectively the "Leases"“Property”), in each case, free and all rentsclear of any mortgage, additional rentsencumbrance, reimbursementslien, profits, income, receipts and the amount deposited under other charge or security interest of any Lease in the kind or nature of security (plus any accrued interest) (the "Security Deposit") for the performance by any entity or person(s) using or occupying space at the Property (each a "Tenant", and collectively the "Tenants") pursuant to a Lease;
(e) all trademarks and tradenames used or useful in connection with the Real Property, including without limitation the names Convention Plaza and G&G Martco and any other name by which the Real Property is commonly known, and all goodwill, if any, related to said names, all for which G&G shall have the sole and exclusive rights whatsoever (collectively, the "Tradenames"“Liens”);
(f) all permits, licenses, guaranties, approvals, certificates and warranties relating to the Real Property and the Personal Property (collectively, the "Permits and Licenses"), those contracts and agreements for the servicing, maintenance and operation of the Real Property, to the extent the Company has elected to continue same as provided herein (the "Service Contracts") as set forth on the annexed Schedule 1.1(f), and the telephone numbers in use at any of the Real Property (together with the Permits and Licenses and the Service Contracts, collectively the "Intangible Property");
(g) all promotional materials, brochures, prints and/or pictures of the Land and Improvements (collectively, "Promotional Materials"), books, records, tenant data, leasing material and forms, past and current rent rolls, files, statements, tax returns, market studies, keys, plans, specifications, reports, tests and other materials of any kind owned by or in the possession of G&G which are or may be used by G&G in the use and operation of the Real Property or Personal Property (together with the Promotional Materials, collectively the "Books and Records"); and
(h) all other rights, privileges and appurtenances owned by G & G, if any, and in any way related to the rights and interests described above in this Section.
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