DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby agrees to sell and convey to Macerich and Macerich hereby agrees to purchase from Stonewood all of Stonewood's right, title and interest in and to the following: (a) That certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land"); (b) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land"; (c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center. (d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") and are identified in the Rent Roll (hereinafter defined); (e) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real Property"); (f) All personal property, equipment, supplies and fixtures (collectively, "Personal Property") owned by Stonewood located on the Real Property and used or useful in the operation of the Real Property, including, without limitation, the personal property identified in Exhibit O attached hereto; (g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and (h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with the foregoing and all telephone numbers for the Property (collectively, the "Intangible Personal Property"). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "Property"). (i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby Seller agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich hereby Purchaser agrees to purchase from Stonewood Seller, all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in the City of Downey, County of at ▇▇▇▇ ▇ngeles▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, State of California▇▇▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇, more particularly described on Part I of Exhibit A attached hereto and incorporated herein by this reference ("Fee the “Land"”), together with any improvements located thereon including, without limitation, all buildings, structures and facilities (the “Improvements”);
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described all leases covering the Land and Improvements identified on Exhibit M-2 the Schedule of Leases attached hereto as Exhibit B (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California thereto and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions theretoguaranties thereof, are hereinafter referred to collectively as the "“Leases") ”), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and are identified in the Rent Roll (hereinafter defined)conditions of this Agreement;
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements Improvements, if any, including, without limitation, all of Stonewood's interest Seller’s right, title and interest, if any, in and to oil, gas and other minerals all mineral and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "“Real Property"”);
(fd) All personal propertyfurniture, appliances, equipment, supplies personal property and fixtures (collectively, "Personal Property"if any) owned by Stonewood Seller and located on the Real Property including, but not limited to, those items listed on Exhibit L attached hereto (the “Personal Property”);
(e) To the extent assignable without consent, all non-exclusive trademarks and trade names (if any) used or useful in the operation of connection with the Real Property, including, without limitationbut only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the personal property identified in Exhibit O attached hereto;
“Trade Names”), together with Seller’s interest (gif any) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly those service contracts described on Exhibit L-2 as attached hereto (each an "Operating Agreement" J being specifically assigned to Purchaser and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, any guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with relating to the foregoing Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (including the domain name ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, but expressly excluding all telephone numbers for information contained on Seller’s website pertaining to the Property Real Property), all to the extent assignable (collectively, the "“Intangible Personal Property"”). (The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "“Property"”).;
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service ▇▇▇▇ or expression “5-Star Service” or “5-Star Worldwide” (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller’s right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) cash and accounts; (h) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller, including any proceeds reimbursing Seller for costs of the repairs and improvements as a result of a fire on April 17, 2013; and (i) Notwithstanding anything to the contrary contained herein, and any and all payments payable under Section 7 “Proprietary Materials” (as hereinafter defined). For purposes of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement., the following terms shall heave the following meanings:
Appears in 1 contract
Sources: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission Tanglewood Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission Capital Crossing Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission ▇▇▇▇▇▇ Parkway Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich Purchaser hereby agrees to purchase from Stonewood Seller, all of StonewoodSeller's right, title and interest in and to the following:
(a) That certain real property located at 1219 Bowery, in the City of DowneyNew York, County of ▇▇▇ ▇ngelesKings, State of CaliforniaNew York, and more particularly particular1y described on Part I of Exhibit ------- A attached hereto and incorporated herein by this reference (the "Fee Land"), -- together with the building and any other improvements located thereon (the "Building");
(b) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") and are identified in the Rent Roll (hereinafter defined);
(e) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements Building, if any, including, without limitation, all of StonewoodSeller's right, title and interest in and to oil, gas and other minerals all mineral and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements Building (the Land, the Improvements, Building and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real Property");
(fc) All personal propertyof the interest of Seller in all assignable commission, equipmentmanagement, supplies maintenance, service and fixtures (collectively, "Personal Property") owned by Stonewood located on supply agreements and contracts affecting the Real Property ("Service Contracts") (a schedule of all presently existing Service Contracts for the Real Property is attached hereto as Exhibit C and used or useful incorporated --------- herein).
(d) All of the interests of Seller in the operation of all assignable permits, licenses, certificates and approvals ("Permits") relating to the Real Property, including, without limitation, the personal property identified in Exhibit O attached hereto;.
(ge) All of StonewoodSeller's right, title and interest (if any) in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rightsservice contracts, guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with relating to the foregoing and all telephone numbers for Property, to the Property extent assignable (collectively, the "Intangible Personal Property"). (The Real Property, the Personal Property Service Contracts, the Permits and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "Property").
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby Seller agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich hereby Purchaser agrees to purchase from Stonewood Seller, all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in the City of Downeyat ▇▇▇▇-▇▇▇▇, County of ▇▇▇▇▇▇▇ ▇ngeles▇▇▇, State of California▇▇▇▇▇▇, and ▇▇▇▇▇, more particularly described on Part I of Exhibit A attached hereto and incorporated herein by this reference ("Fee the “Land"”), together with any improvements located thereon including, without limitation, all buildings, structures and facilities (the “Improvements”);
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described all leases covering the Land and Improvements identified on Exhibit M-2 the Schedule of Leases attached hereto as Exhibit B (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California thereto and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions theretoguaranties thereof, are hereinafter referred to collectively as the "“Leases") ”), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and are identified in the Rent Roll (hereinafter defined)conditions of this Agreement;
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements Improvements, if any, including, without limitation, all of Stonewood's interest Seller’s right, title and interest, if any, in and to oil, gas and other minerals all mineral and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "“Real Property"”);
(fd) All personal propertyfurniture, appliances, equipment, supplies personal property and fixtures (collectively, "Personal Property"if any) owned by Stonewood Seller and located on the Real Property including, but not limited to, those items listed on Exhibit L attached hereto (the “Personal Property”);
(e) To the extent assignable without consent, all non-exclusive trademarks and trade names (if any) used or useful in the operation of connection with the Real Property, including, without limitationbut only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the personal property identified in Exhibit O attached hereto;
“Trade Names”), together with Seller’s interest (gif any) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly those service contracts described on Exhibit L-2 as attached hereto (each an "Operating Agreement" J being specifically assigned to Purchaser and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, any guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with relating to the foregoing Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (including the domain name ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, but expressly excluding all telephone numbers for information contained on Seller’s website pertaining to the Property Real Property), all to the extent assignable (collectively, the "“Intangible Personal Property"”). (The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "“Property"”).;
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service ▇▇▇▇ or expression “5-Star Service” or “5-Star Worldwide” (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller’s right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller; (h) cash and accounts, and (i) Notwithstanding anything to the contrary contained herein, and any and all payments payable under Section 7 “Proprietary Materials” (as hereinafter defined). For purposes of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement., the following terms shall heave the following meanings:
Appears in 1 contract
Sources: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission ▇▇▇▇▇▇ Creek Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of StonewoodSeller's right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of StonewoodSeller's interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") " and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, and all such rights, privileges, easements and appurtenances (including, without limitation, StonewoodSeller's interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "Real Property");
(fd) All personal property, equipment, supplies and fixtures (collectively, the "Personal Property") owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, all rights of Seller to the exclusive right to use of the name Stonewood Shopping CenterOakview Plaza North and South), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with the foregoing and all telephone numbers for the Property Exhibit D) attached hereto (collectively, the "Intangible Personal Property"). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "Property").
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission Brentwood Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission ▇▇▇▇▇▇▇ ▇▇▇▇ Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration Subject to all of the mutual undertakings terms and conditions of the parties set forth hereinthis Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser, and Macerich Purchaser hereby agrees to acquire and purchase from Stonewood all of Stonewood's rightSeller, title and interest in and to the following:
(a) That certain real property located in the City of Downey▇▇▇▇▇▇▇▇▇, County of ▇▇▇ ▇ngeles▇▇, State of CaliforniaNevada, and consisting of approximately 40 acres of undeveloped land, more particularly described on Part I of Exhibit EXHIBIT A attached hereto and incorporated herein by this reference (the "Fee LandLAND") together with any improvements located thereon (the "IMPROVEMENTS");
(b) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") and are identified in the Rent Roll (hereinafter defined);
(e) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements including, without limitation, all of Stonewood's interest in mineral, water and to oilair rights, gas and other minerals and water all development rights 1 and all easements, rights-of-way way, and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real PropertyREAL PROPERTY");
(fc) All personal property, equipment, supplies and fixtures (collectively, the "Personal PropertyPERSONAL PROPERTY") owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, a list of which shall be delivered to Purchaser no later than five (5) days after the date of this Agreement for Purchaser's review and approval; and
(d) All intangible property used or useful in connection with the foregoing including, without limitation, the personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, guarantees, licenses, approvalspermits, certificates(including use permits) warranties, permits authorizations, approvals and, subject to SECTION 3(B), deposits (governmental or otherwise), surveys, plans, specifications and warranties used other rights relating to the construction, ownership, use and operation of all or useful in connection with any part of the foregoing Land and Improvements and any and all telephone numbers for the Property other entitlements (collectively, the "Intangible Personal PropertyINTANGIBLE PERSONAL PROPERTY"). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "PropertyPROPERTY".).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission Battleground Park Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby Seller agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich hereby Purchaser agrees to purchase from Stonewood Seller, all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in the City of Downeyat 10055, County of 10075, 10155, 10225, 10355 and ▇▇▇▇▇ ▇ngeles▇▇▇▇▇▇▇ ▇▇▇▇▇, State of California▇▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, more particularly described on Part I of Exhibit A attached hereto and incorporated herein by this reference (the "Fee Land"), together with any improvements located thereon including, without limitation, all buildings, structures and facilities (the "Improvements");
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described all leases covering the Land and Improvements identified on Exhibit M-2 the Schedule of Leases attached hereto as Exhibit B (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California thereto and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions theretoguaranties thereof, are hereinafter referred to collectively as the "Leases") ), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and are identified in the Rent Roll (hereinafter defined)conditions of this Agreement;
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements Improvements, if any, including, without limitation, all of Stonewood's interest Seller’s right, title and interest, if any, in and to oil, gas and other minerals all mineral and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real Property");
(fd) All personal propertyfurniture, appliances, equipment, supplies personal property and fixtures (collectively, "Personal Property"if any) owned by Stonewood Seller and located on the Real Property including, but not limited to, those items listed on Exhibit L attached hereto (the "Personal Property");
(e) To the extent assignable without consent, all non-exclusive trademarks and trade names (if any) used or useful in the operation of connection with the Real Property, including, without limitation, the personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining but only to the Property, all as more particularly described on Exhibit L-2 as attached hereto extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (each an "Operating Agreement" and collectively, the "Operating AgreementsTrade Names"); and
, together with Seller’s interest (hif any) All trademarks, trade names (including, without limitation, the exclusive right in and to use the name Stonewood Shopping Center), contract rights, those service contracts described on Exhibit J being specifically assigned to Purchaser and any guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with relating to the foregoing Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (including the domain name "▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇," but expressly excluding all telephone numbers for information contained on Seller’s website pertaining to the Property Real Property), all to the extent assignable (collectively, the "Intangible Personal Property"). (The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "Property").;
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service ▇▇▇▇ or expression "5-Star Service" or "5-Star Worldwide" (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller's right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller; (h) cash and accounts; and (i) Notwithstanding anything to the contrary contained herein, and any and all payments payable under Section 7 "Proprietary Materials" (as hereinafter defined). For purposes of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement., the following terms shall heave the following meanings:
Appears in 1 contract
Sources: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich Purchaser hereby agrees to purchase from Stonewood Seller, all of StonewoodSeller's right, title and interest in and to the following:
(a) That certain real property located in the City of Downey, County of at 15060 ▇▇▇▇▇▇▇ ▇ngeles▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇os Angeles, State of California, and more particularly described on Part I of Exhibit A attached hereto and incorporated herein by this reference (the "Fee Land"), together with any improvements located thereon (the "Improvements");
(b) All of StonewoodSeller's interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") " and are identified in on the Rent Roll Schedule of Leases attached hereto as Exhibit B); (hereinafter defined);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements Improvements, if any, including, without limitation, all of StonewoodSeller's interest right, title and interest, if any, in and to oil, gas and other minerals all mineral and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, StonewoodSeller's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real Property");
; (fd) All tangible personal property, equipment, supplies property and fixtures located now or at the Closing on or about the Land or Improvements or attached or appurtenant thereto or used in connection with the operation thereof, but excluding: (collectivelyi) tangible personal property owned by tenants under Leases in their capacity as tenants, and (ii) all other tangible personal property and fixtures located on or about the Land or Improvements which are not owned by Seller. (The tangible personal property and fixtures described in the preceding sentence is referred to in this Agreement as the "Personal Property") owned by Stonewood located on the Real Property and used or useful in the operation of the Real Property, including, without limitation, the personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All trademarks, non-exclusive trademarks and trade names (includingif any) used or useful in connection with the Real Property, without limitationbut only to the extent that the same are not trademarks or trade names of Seller or any of Seller's affiliated companies (collectively, the exclusive right to use the name Stonewood Shopping Center"Trade Names"), contract rightstogether with Seller's interest (if any) in and to any service contracts, utility contracts, telephone exchange numbers, advertising materials, guarantees, licenses, approvals, certificates, permits plans and specifications, permits, governmental approvals and development rights, and warranties used or useful in connection with relating to the foregoing and all telephone numbers for Property, to the Property extent assignable (collectively, the "Intangible Personal Property"). (The Real Property, the Personal Property Property, the Trade Names and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "Property").
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission ▇▇▇▇▇▇▇▇ Downs Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property".”
(f) All of Seller’s right, title and interest in and to the Assumed Loan (as hereinafter defined).
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby Seller agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich hereby agrees to purchase from Stonewood all of Stonewood's rightSeller, title and interest in and to the following:
(a) That certain real property located in the City of Downey, County of Kane, ▇▇▇ ▇ngelesate of Illinois, State of California, and more particularly described on Part I of Exhibit A attached hereto (the "Fee LandLAND"), together with the improvements, structures and facilities owned by Seller and located thereon (the "IMPROVEMENTS");
(b) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of StonewoodSeller's interest as lessor in all leases, subleases licenses and other occupancy agreements covering the Land and Improvements (said leases, licenses and other occupancy agreements, together with any and all amendments, modifications, modifications or supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") LEASES" and are identified in on the Rent Roll (hereinafter definedSchedule of Leases attached hereto as Exhibit B);
(ec) All of StonewoodSeller's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements under those certain reciprocal easement agreements (the Land, the Improvements, and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real Property");
(f) All personal property, equipment, supplies and fixtures (collectively, "Personal Property") owned by Stonewood located on the Real Property and used or useful in the operation of the Real Property, including, without limitation, the personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all said reciprocal easement agreements, supplemental or separate agreements together with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with the foregoing any and all telephone numbers for the Property (collectivelyamendments, the "Intangible Personal Property"). (The Real Propertymodifications or supplements thereto, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to collectively as the "PropertyREAS").) identified on the Schedule of REAs attached hereto as Exhibit C;
(id) Notwithstanding anything to All of Seller's interest in the contrary contained herein, all payments payable under repurchase right set forth in Section 7 6 of that certain License Federated Department Stores, Inc., Purchase and Sale Agreement, Spring Hill Mall, dated as of July 14, 1986 (the "FEDERATED SALE AGREEMENT") by and between Homart Development Co., a Delaware corporation ("HOMART"), and Federated Department Stores, Inc., a Delaware corporation ("FEDERATED"), which relates to certain rights of Seller (as successor-in-interest to Homart) to repurchase the real property sold by Homart to Federated under the Federated Sale Agreement (the "REPURCHASE RIGHT"), which Repurchase Right is evidenced by that certain Memorandum of Repurchase Right dated August as of July 17, 1989 are not included 1986 and recorded on July 28, 1986 in the term Official Records of Kane ▇▇▇nty, Illinois (the "Property" and are not being transferred OFFICIAL RECORDS") as Document No. 1784184; the Repurchase Right was restated in its entirety pursuant to this Agreement.that certain Restatement of Purchase Right dated as of March 3, 1989, by and
Appears in 1 contract
Sources: Purchase and Sale Agreement (General Growth Properties Inc)
DESCRIPTION OF THE PROPERTY. In consideration The Property which is the subject of the mutual undertakings this Agreement consists of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby agrees to sell and convey to Macerich and Macerich hereby agrees to purchase from Stonewood all of Stonewood's right, title and interest in and to the following:
(a) That certain real property The land located in the City of Downey, County of at 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ngeles▇▇ and 3▇ ▇▇▇▇▇▇ ▇▇▇▇ Road, State of Californiaboth in Smithfield, and Rhode Island which is more particularly described on Part I of Exhibit in Schedule A attached hereto ("Fee the “Land");
(b”) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease"(i) pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") and are identified in the Rent Roll (hereinafter defined);
(e) All of Stonewood's interest in all rights, privileges, privileges and easements and appurtenances appurtenant to the Land and the Improvements owned by Seller, including, without limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the Land, as well as all development rights, air rights, water, water rights and water stock relating to the Land, any rights to any land lying in the bed of Stonewood's interest in any existing dedicated street, road or alley adjoining the Land and to oilall strips and gores adjoining the Land, gas and any other minerals and water rights 1 and all easements, rights-of-way and other way, or appurtenances used or connected in connection with the beneficial use or and enjoyment of the Land and the Improvements (the Land, the Improvements, and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "“Appurtenances”); and (ii) all buildings, improvements, structures and fixtures (“Fixtures”) located on the Land, except as may be expressly excluded in Schedule B-1 attached hereto (collectively, the “Improvements”), and all apparatus, equipment and appliances used in connection with the operation or occupancy of the improvements, such as, but without limitation, heating and air conditioning systems and facilities used to provide any utility services, refrigeration, ventilation, garage disposal, recreation, or other services on the improvements, (which Land, together with the Appurtenances and Improvements, is collectively referred to as the “Real Property"”);.
(fb) All The tangible personal property owned by Seller and located on or in the Real Property, including machinery and equipment, and together with all other personal property, equipmentequipment and furnishings located on the Land or in the Improvements as of the Effective Date hereof, supplies (i) expressly including those items of personal property described in Schedule B-2 attached hereto, and fixtures (ii) expressly excluding only those items of personal property described in Schedule B-1 attached hereto (collectively, "the “Personal Property"”).
(c) To the extent assignable, all of the interest of Seller in any intangible personal property now or hereafter owned by Stonewood located on the Real Property Seller and used or useful in the ownership, use, and operation of the Real Property, the Appurtenances, Improvements, and Personal Property approved by Seller pursuant to the provisions of this Agreement, including, without limitation, to the personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's rightextent assignable at no cost to Seller, title all decommissioning reports, geotechnical reports, environmental reports, traffic studies, development plans, permits and interest in and to any and all reciprocal easement agreementsapprovals, supplemental or separate agreements with an Anchor including the Master Plan Approval (hereinafter defined) development ), contracts, agreements, and the like of or pertaining other rights relating to the ownership, use, operation and proposed development or redevelopment of the Real Property, all building warranties and guarantees to the extent in the possession of Seller, but in all events excluding the intellectual property of Seller (all of which are collectively referred to as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"“Intangible Property”); and.
(hd) All trademarksBUYER ACKNOWLEDGES THAT BUYER HAS BEEN GIVEN THE OPPORTUNITY TO FULLY INSPECT THE PROPERTY AND THE BUYER UNDERSTANDS THAT, trade names EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4 AND ARTICLE 10 BELOW AND THE DOCUMENTS TO BE EXECUTED AND DELIVERED AT CLOSING, THE SALE OF THE PROPERTY IS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, TYPE OR NATURE, EXPRESS OR IMPLIED (includingINCLUDING, without limitationWITHOUT LIMITATION, THE FACT THAT NO REPRESENTATIONS OR WARRANTIES ARE BEING MADE OR HAVE BEEN MADE IN CONNECTION WITH THE PROPERTY, TITLE TO THE PROPERTY, THE SUITABILITY OF THE PROPERTY FOR DEVELOPMENT, THE CONDITION OF ANY IMPROVEMENTS THEREON, IF ANY, THE SOIL CONDITION, COMPACTION OR BEARING ABILITY THEREOF, ANY ENVIRONMENTAL OR HAZARDOUS MATERIALS CONDITION, THE INCOME TO BE DERIVED FROM THE PROPERTY, OR THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS) AND THE BUYER IS PURCHASING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” WITHOUT ANY OBLIGATION ON THE PART OF SELLER. SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO QUALITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(e) The provisions of Section 2(d) shall survive the exclusive right to use the name Stonewood Shopping Center), contract rights, guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with the foregoing and all telephone numbers for the Property (collectively, the "Intangible Personal Property")Closing. (The Real Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to collectively herein as the "“Property").
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.”
Appears in 1 contract
Sources: Purchase and Sale Agreement (Rubius Therapeutics, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby Seller agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich hereby Purchaser agrees to purchase from Stonewood Seller, all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in the City of Downey, County of at East ▇▇▇▇ ▇ngeles▇▇▇▇▇ ▇▇▇▇, State of CaliforniaDallas, and Texas, more particularly described on Part I of Exhibit A attached hereto and incorporated herein by this reference ("Fee the “Land"”), together with any improvements located thereon including, without limitation, all buildings, structures and facilities (the “Improvements”);
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described all leases covering the Land and Improvements identified on Exhibit M-2 the Schedule of Leases attached hereto as Exhibit B (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California thereto and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions theretoguaranties thereof, are hereinafter referred to collectively as the "“Leases") ”), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and are identified in the Rent Roll (hereinafter defined)conditions of this Agreement;
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements Improvements, if any, including, without limitation, all of Stonewood's interest Seller’s right, title and interest, if any, in and to oil, gas and other minerals all mineral and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "“Real Property"”);
(fd) All personal propertyfurniture, appliances, equipment, supplies personal property and fixtures (collectively, "Personal Property"if any) owned by Stonewood Seller and located on the Real Property including, but not limited to, those items listed on Exhibit L attached hereto (the “Personal Property”);
(e) To the extent assignable without consent, all non-exclusive trademarks and trade names (if any) used or useful in the operation of connection with the Real Property, including, without limitationbut only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the personal property identified in Exhibit O attached hereto;
“Trade Names”), together with Seller’s interest (gif any) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly those service contracts described on Exhibit L-2 as attached hereto (each an "Operating Agreement" J being specifically assigned to Purchaser and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, any guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with relating to the foregoing Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (including the domain name ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, but expressly excluding all telephone numbers for information contained on Seller’s website pertaining to the Property Real Property), all to the extent assignable (collectively, the "“Intangible Personal Property"”). (The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "“Property"”).;
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service ▇▇▇▇ or expression “5-Star Service” or “5-Star Worldwide” (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller’s right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) all rights and interests of Seller under that certain Settlement Agreement and Release, dated October 26, 2012, among RealNet Properties, Ltd., ▇▇▇▇ ▇▇▇▇ and Seller; (h) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller; (i) Notwithstanding anything to the contrary contained herein, cash and accounts; and (j) and any and all payments payable under Section 7 “Proprietary Materials” (as hereinafter defined). For purposes of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement., the following terms shall heave the following meanings:
Appears in 1 contract
Sources: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell sell, assign and convey to Macerich Purchaser, and Macerich Purchaser hereby agrees to purchase from Stonewood Seller, all of StonewoodSeller's right, title and interest in and to the following:
(a) That certain real property located in the City of Downey, County of at ▇▇▇▇▇ ▇ngeles▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of Los Angeles, State of California, and more particularly described on Part I of Exhibit A attached hereto and incorporated herein by this reference (the "Fee Land"), together with any improvements located thereon (the "Improvements");
(b) All of StonewoodSeller's interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") " and are identified in on the Rent Roll (hereinafter definedSchedule of Leases attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements Improvements, if any, including, without limitation, all of StonewoodSeller's interest right, title and interest, if any, in and to oil, gas and other minerals all mineral and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, StonewoodSeller's interest as lessor under the Leases) are sometimes collectively hereinafter herein after referred to as the "Real Property");
(fd) All tangible personal property, equipment, supplies property and fixtures located now or at the Closing on or about the Land or Improvements or attached or appurtenant thereto or used in connection with the operation thereof, but excluding: (collectivelyi) tangible personal property owned by tenants under Leases in their capacity as tenants, and (ii) all other tangible personal property and fixtures located on or about the Land or Improvements which are not owned by Seller. (The tangible personal property and fixtures described in the preceding sentence is referred to in this Agreement as the "Personal Property") owned by Stonewood located on the Real Property and used or useful in the operation of the Real Property, including, without limitation, the personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All trademarks, non-exclusive trademarks and trade names (includingif any) used or useful in connection with the Real Property, without limitationbut only to the extent that the same are not trademarks or trade names of Seller or any of Seller's affiliated companies (collectively, the exclusive right to use the name Stonewood Shopping Center"Trade Names"), contract rightstogether with Seller's interest (if any) in and to any service contracts, utility contracts, telephone exchange numbers, advertising materials, guarantees, licenses, approvals, certificates, permits plans and specifications, permits, governmental approvals and development rights, and warranties used or useful in connection with relating to the foregoing and all telephone numbers for Property, to the Property extent assignable (collectively, the "Intangible Personal Property"). (The Real Property, the Personal Property Property, the Trade Names and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "Property").
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood Seller hereby agrees to sell and convey to Macerich Purchaser and Macerich Purchaser hereby agrees to purchase from Stonewood Seller all of Stonewood's Seller’s right, title and interest in and to the following:
(a) That certain real property located in The Land, together with the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee Land")Improvements;
(b) All of Stonewood's Seller’s interest as lessee lessor in that certain ground lease more particularly described on Exhibit M-2 attached hereto all leases covering the Land and the Improvements (said ground leaseleases, together with any and all amendments, modifications, modifications or supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "“Leases") ” and are identified in the Rent Roll (hereinafter defined) attached hereto as Exhibit B);
(ec) All of Stonewood's interest in all rights, privileges, easements and appurtenances appertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or used, connected with or inuring to the beneficial use or enjoyment of the Land and the Improvements (the Improvements. The Land, the Improvements, Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively hereinafter referred to as the "“Real Property");”
(fd) All personal property, equipment, supplies and fixtures (collectively, "the “Personal Property"”) owned by Stonewood located on the Real Property Seller and used or useful in the operation of the Real Property, Property including, without limitation, the personal all property identified described in Exhibit O C attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(he) All intangible property used in connection with the foregoing including, without limitation, all trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center“Mission Rock Ridge Apartments”), and the contract rights, guarantees, licenses, approvals, certificateslicenses (to the extent transferable), permits (to the extent transferable) and warranties used or useful (to the extent transferable), more particularly described in connection with Exhibit D attached hereto (the foregoing and all telephone numbers for the Property (collectively, the "“Intangible Personal Property"”). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes hereinafter collectively hereinafter referred to as the "“Property").
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.”
Appears in 1 contract
Sources: Purchase and Sale Agreement (Grubb & Ellis Apartment REIT, Inc.)
DESCRIPTION OF THE PROPERTY. 2.1 In consideration of the mutual undertakings of Purchase Price and upon the parties terms and conditions hereinafter set forth hereinforth, Seller shall sell to Purchaser and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stonewood hereby agrees to sell and convey to Macerich and Macerich hereby agrees to Purchaser shall purchase from Stonewood all of Stonewood's right, title and interest in and to the followingSeller:
(a) That certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly described on Part I of Exhibit A attached hereto ("Fee 2.1.1 The Land");
(b) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") and are identified in the Rent Roll (hereinafter defined);
(e) All of Stonewood's interest in all rights, privileges, easements rights and appurtenances pertaining to the Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the "Real Property");
(f) All personal property, equipment, supplies and fixtures (collectively, "Personal Property") owned by Stonewood located on the Real Property and used or useful in the operation of the Real Propertyreal estate, including, without limitation, the personal property identified in Exhibit O attached hereto;
(g) All any and all rights of Stonewood's right, title and interest Seller in and to all roads, alleys, easements, streets and ways adjacent to the Land, strips and gores and rights of ingress and egress thereto and any reversionary rights relating thereto;
2.1.2 All improvements, structures and fixtures placed, constructed or installed on the Land, being the Project, related parking spaces and all reciprocal easement agreementsother structures and amenities located thereon (the "Improvements");
2.1.3 All fixtures, supplemental or separate agreements with an Anchor (hereinafter defined) development agreementsfurniture, carpeting, draperies, appliances, building supplies, equipment, tools, machinery, inventory, and other items of personal property owned by Seller and presently and hereafter affixed, attached to, placed or situated upon the like of Land or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" Improvements and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with the foregoing ownership, operation and occupancy of the Land or improvements ("Personalty"), including those items described on Exhibit "B" attached hereto, but speciflcally excluding any items of personal property owned by tenants ("Tenants") of the Land or Improvements and further excluding any items of personal property owned by third parties and leased to Seller;
2.1.4 Seller's interest in all apartment leases ("Leases") now or hereafter affecting the Land or Improvements, together with all refundable security deposits in Seller's possession ("Security Deposits") of Tenants occupying the Land or Improvements as shown in such Leases, which Security Deposits shall be credited against the Purchase Price in accordance with Section 7.1;
2.1.5 Seller's interest in all assignable leasing, service, supply and maintenance contracts and all telephone numbers for deposits made thereunder, excluding utility deposits ("Contracts") and all trade names, rights to plans and drawings, if any, and other intangible property, including all leasing records and documents of Seller which pertain to the operation of the Property (collectively, the "Intangible Personal Property") relating to the Land, Improvements, or Personalty; and
2.1.6 All transferable licenses, permits, certificates, approvals, authorizations, variances and consents, if any (collectively "Permits"). (, issued or granted by governmental or quasi-governmental bodies, officers or authorities in respect of the ownership, occupancy, use and operation of the Land, Improvements and Personalty.
2.2 The Real Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter items described In Section 2.1 shall be referred to collectively herein as the "Property" or the ")Project".
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Apple Residential Income Trust Inc)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein(a) The property and interests to be sold, conveyed, transferred and for other good and valuable considerationassigned pursuant to this Agreement (collectively, the receipt "Property") includes the following rights and sufficiency of which are hereby acknowledged, Stonewood hereby agrees to sell and convey to Macerich and Macerich hereby agrees to purchase from Stonewood all of Stonewood's right, title and interest in and to the followinginterests:
(ai) That certain real property located in Fee simple title, or a leasehold interest (as specified by Exhibit A), attached hereto and incorporated herein by this reference as to the City Parcels of Downey, County of ▇▇▇ ▇ngeles, State of California, and more particularly land described on Part I of Exhibit A attached hereto such exhibits ("Fee Land");
(b) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of ▇▇▇ ▇ngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(dii) All of Stonewood's interest as lessor in all leases, subleases The building improvements and other occupancy agreements covering structures now or on the Land and Improvements (said agreementsClosing Date situated upon the Land, together with any and all amendments, modifications, supplements fixtures located therein or extensions affixed thereto, are hereinafter and including any Aboveground Storage Tanks and Underground Storage Tanks owned by Seller (being referred to collectively as the "LeasesImprovements") and are identified in the Rent Roll (hereinafter defined);
(e) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the . The Land and the Improvements including, without limitation, all of Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements, and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes Buildings may collectively hereinafter be referred to as the "Real PropertyPremises");. As soon as possible, but not later than the end of the Inspection Period, Seller shall deliver to Buyer a list of Aboveground Storage Tanks and Underground Storage Tanks that to Seller's Knowledge are owned by Seller.
(fiii) All personal property, Any and all equipment, supplies appliances, apparatus, furnishings, machinery and fixtures (collectivelypersonalty, "Personal Property") owned by Stonewood affixed to, placed upon, located on the Real Property and in or used or useful in the operation of the Real Property, including, without limitation, the personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's right, title and interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the like of or pertaining to the Property, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(h) All trademarks, trade names (including, without limitation, the exclusive right to use the name Stonewood Shopping Center), contract rights, guarantees, licenses, approvals, certificates, permits and warranties used or useful in connection with the foregoing use, occupancy or operation of the Premises and all telephone numbers for the Property owned by Seller, if any, and without warranty (collectively, the "Intangible Personal Property"). (The Real Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to as the "PropertyPersonalty").
(iiv) Notwithstanding anything All rights and interests of Seller in, to and under any leases encumbering the contrary contained hereinPremises, all payments payable under Section 7 as they may from time to time be executed, terminated, and/or modified in accordance with the terms hereof ("Leases"). Buyer shall investigate the status of that certain License Agreement dated August 17the Leases during the Inspection Period, 1989 are not included including the estoppels delivered by Tenants, landlords, or Seller in the term "Property" and are not being transferred pursuant to accordance with this Agreement.
(v) All rights and interests of Seller under the terms of the Service Contracts (as herein defined), as they may from time to time be executed, terminated, and/or modified in accordance with the terms hereof.
(b) Unless this Agreement specifically otherwise provides, Seller shall assign and convey to Buyer at Closing, in the deed of conveyance or otherwise, and without representation or warranty, any and all easements, appurtenances, hereditaments, licenses, grants of right or other agreements benefiting a Parcel of the Land; and any land lying in the bed of any street, road, alley or avenue, opened or proposed, adjoining a Parcel, any award to be made in lieu thereof, and any unpaid award for damages to a parcel of the Land by reason of change of grade of any street.
(c) Exhibit A, which may be a composite exhibit of two or more spreadsheets, sets forth the type of estate owned by Seller with respect to the Land, Improvements and Personalty comprising each Parcel. The interests and estates to be purchased, sold, transferred and insured shall be the type of interests and estates (i.e. fee simple or leasehold), as set forth on Exhibit A with respect to each Parcel.
Appears in 1 contract
Sources: Contract for Sale and Purchase (Getty Realty Corp /Md/)