Common use of Performance and Discharge Clause in Contracts

Performance and Discharge. 52 Schedule I - List of Assets and Owners Schedule II - List of Existing Debt Schedule III - Leases Schedule IV - Purchase Price Allocation Schedule V - Consents Schedule VI - Liens on Real Estate Assets Schedule VII - Liens on Joint Venture Interests Schedule VIII - Required Consents Schedule IX - Hazardous Materials Schedule X - Permits Schedule XI - Real Estate Contracts Schedule XII - Employee Benefit Plans Schedule XIII - Employees Subject to Existing Employment Agreements Schedule XIV - Intellectual Property Schedule XV - Pending Transactions Schedule XVI - Land Use Schedule XVII - Litigation Schedule XVIII - List of Subsidiary Non-Qualification Information Schedule XIX - Changes in Operations Schedule XX - Violations Schedule XXI - Trial Balance & Consolidated Financial Statements Schedule XXII - Insurance Schedule XXIII - Real Estate Related Accounts Schedule XXIV - Title Insurance Commitments or Other Reports Schedule XXV - Surveys EXHIBITS Exhibit A - Form of Special Warranty Deed Exhibit B - Form of ▇▇▇▇ of Sale Exhibit C - Form of Assignment and Assumption of Permits, Contracts and Leases Exhibit D - Form of Tenant Estoppel Statement Exhibit E - Form of Assignment and Assumption Agreement of Mortgage Loans Exhibit F - Form of Assignment of Trademarks Exhibit G - Severance Benefits Plan Exhibit H - Intentionally Omitted Exhibit I - Form of Title Affidavit Exhibit J - Form of Gap Indemnity Exhibit K - Form of FIRPTA Affidavit Exhibit L - Joint Direction Letter Exhibit M - Joint Instruction Letter PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 21st day of January, 2000, by and among ECHELON INTERNATIONAL CORPORATION, a Florida corporation ("Echelon"), and various of its subsidiaries signatory hereto (each, a "Subsidiary", and collectively, the "Subsidiaries") (Echelon and the Subsidiaries are collectively referred to herein as "Seller"), and ECHELON RESIDENTIAL LLC, a Delaware limited liability company ("Buyer"). All capitalized terms used herein shall have the meanings set forth in Section 1 hereof.

Performance and Discharge. 52 49 12.23 Section 351 of the Code....................................................................... 49 SCHEDULES --------- Schedule I - List of Assets and Owners Schedule II - List of Existing Assumed Debt Schedule III - Leases Schedule IV - Purchase Price Allocation Consents Schedule V - Consents Schedule VI - Liens on Real Estate Assets Schedule VII VI - Liens on Joint Venture Interests Mortgage Loans Schedule VIII - Required Consents Schedule IX VII - Hazardous Materials Schedule X - Permits Schedule XI VIII - Real Estate Contracts Schedule XII - Employee Benefit Plans Schedule XIII - Employees Subject to Existing Employment Agreements Schedule XIV IX - Intellectual Property Schedule XV X - Pending Transactions Schedule XVI XI - Land Use Schedule XVII XII - Litigation Schedule XVIII XIII - List of Subsidiary Non-Qualification Information Schedule XIX - Changes in Operations Schedule XX XIV - Violations Schedule XXI - Trial Balance & Consolidated Financial Statements Schedule XXII XV - Insurance Schedule XXIII - Real Estate Related Accounts Schedule XXIV XVI - Title Insurance Commitments or Other Reports Schedule XXV XVII - Surveys Schedule XVIII - List of Entities Acquiring Preferred Stock Schedule XIX - Terms of Required Consents EXHIBITS -------- Exhibit A - Form of Special Warranty Deed Exhibit B - Form of ▇▇▇▇ of Sale Exhibit C - Form of Assignment and Assumption of Permits, Contracts and Leases Exhibit D - Form of Tenant Estoppel Statement Exhibit E - Form of Assignment and Assumption Agreement of Mortgage Loans Exhibit F - Form of Assignment of Trademarks Exhibit G - Severance Benefits Plan Exhibit H - Intentionally Omitted Exhibit I - Form of Title Affidavit Exhibit J G - Form of Gap Indemnity Exhibit K H - Form of FIRPTA Affidavit Exhibit L - 7.7 Form of Escrow Agent Joint Direction Letter Exhibit M - 7.8 Form of Escrow Agent Joint Instruction Letter PURCHASE AND SALE SUBSCRIPTION AGREEMENT THIS PURCHASE AND SALE SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 21st --------- day of January, 2000, by and among ECHELON INTERNATIONAL CORPORATION, a Florida corporation ("Echelon"), and various of its subsidiaries signatory hereto (each, ------- a "Subsidiary", and collectively, the "Subsidiaries") (Echelon and the ---------- ------------ Subsidiaries are collectively referred to herein as "SellerTransferor"), and ECHELON RESIDENTIAL LLC▇▇▇▇▇▇ ---------- AFFORDABLE HOUSING OF FLORIDA, INC., a Delaware limited liability company Florida corporation ("BuyerCompany"). All ------- capitalized terms used herein shall have the meanings set forth in Section 1 - hereof.