SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all of the following described property (collectively, the “Property”): (i) Seller’s fee simple title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell sell, convey, assign, transfer and deliver to Buyer Buyer, and Buyer agrees to purchase purchase, acquire and take from Seller Seller, the following property:
(a) Parcels of real property located on Dulles Technology Drive, Herndon, Fairfax County, Virginia, as more particularly described in Exhibit A attached hereto and made a part hereof (the “Land”).
(b) All easements and other rights appurtenant to the Land, including without limitation all rights accruing upon any approval of the following described application attached hereto as Exhibit A-1 and made a part hereof (such application, as it may be amended in accordance with this Agreement, is referenced herein as the “Future Development Application”, and such easements and other rights appurtenant to the Land are referenced herein as the “Appurtenances”).
(c) All improvements located on the Land, including but not limited to two (2) office buildings containing a total of approximately 379,596 square feet of office space known as “Dulles Executive Plaza I” and “Dulles Executive Plaza II”, and a structured parking facility (collectively the “Buildings”), and all paved areas, utility facilities and drainage facilities, landscaping, signs, lighting equipment and other site improvements on the Land and belonging to Seller (collectively, with the Buildings, the “Improvements”).
(d) All furniture, fixtures, equipment, appliances and other items of personal property now located upon the Land which are owned by Seller, and which are used primarily in connection with and for the occupancy and operation of the Improvements, if any, including but not limited to floor coverings and wall coverings, light fixtures, mechanical systems and equipment, and maintenance equipment (collectively, the “Personal Property”): ).
(ie) Seller’s fee simple right, title and interest in any surveys, plans, specifications, and to operating manuals covering the land being more particularly described on Addendum A attached hereto Improvements and incorporated herein (the “Land”) and all rightsPersonal Property, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected together with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, any and all right, title and interest of Seller in and to all highwaysany plans, roads, streets, alleys documents and other public rights predevelopment work product prepared by or on behalf of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating Seller in regard to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land Future Development Application (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real PropertyPlans”); .
(iiif) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest in any assignable licenses, franchises and permits relating to the operation of the Improvements in the manner in which they are being operated on the date hereof (the “Permits”).
(g) Seller’s interest in all leases of space in the Improvements, including, but not limited to, the leases listed on the schedule (the “Lease Schedule”) attached hereto as landlord under any leasesExhibit B (the “Existing Leases”) and the New Leases, possessory licenses if any, as defined in (and concession agreements and all amendments, extensions and modifications thereto subject to the terms of) Paragraph 11(a) (collectively the “Leases”), together as well as all cash security deposits, if any, made by tenants under the Leases (the “Security Deposits”) and any Non-Cash Security Deposits (as defined in the following sentence). Seller shall take all commercially reasonable actions, and shall cooperate with Buyer after Closing, to attempt to cause any guarantees thereof and letters of credit, bonds, securities or other non-cash security deposits thereunder; (“Non-Cash Security Deposits”) given by tenants under their Leases and held by Seller as the landlord under such Leases, to be transferred or assigned to, endorsed over to, or re-issued in the name of Buyer as soon as is reasonably possible after Closing, provided that Buyer shall pay any fees or other costs of any such transfers, assignments, endorsements or re-issuance. The agreements of Buyer and Seller under this subparagraph (vig) shall survive Closing.
(h) Seller’s interest in all rightservice contracts, title maintenance agreements, management agreements, leasing agreements, equipment leases and interest other agreements affecting the Improvements to which Seller is a party, other than any agreement with CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. or ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company, or their affiliates, as set forth on Exhibit C attached hereto (the “Service Agreements”), but only to the extent that Buyer elects to assume or is required to assume any or all of the Service Agreements as provided in Paragraph 11.
(i) Any rights that Seller may have in the business and trade names “Dulles Executive Plaza I” and “Dulles Executive Plaza II” (the “Trade Names”) primarily in connection with the Project, to the extent, if any, that Seller has rights in the Trade Names (Seller making no representation or warranty that it has any such rights in or to condemnation awards such Trade Names). The Land, the Appurtenances and insurance proceeds (the Improvements are collectively referred to in this Agreement as the extent not applied to restoration) relating to the “Real Property.” The Real Property, subject the Personal Property, the Plans, the Permits, the Leases, the Security Deposits, the Non-Cash Security Deposits, the Service Agreements and the Trade Names are collectively referred to the terms of that certain Ground Lease in this Agreement (as the “LeaseProject”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)
SALE OF PROPERTY. Subject to 1.1 Upon the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser, and Buyer agrees to Purchaser shall purchase from Seller Seller, that certain apartment complex located in Mt. Pleasant, South Carolina, and containing, in the aggregate, 258 units and related improvements, and commonly known as “Woodfield Long Point Apartments” having a principal address of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, being all of Seller’s right, title and interest in all of the following described property (collectively, the “Property”): ):
(ia) Seller’s fee simple title The real property located in Mt. Pleasant, South Carolina, and interest in and to the land being more particularly described on Addendum Exhibit A attached hereto and incorporated herein (the “Land”) and by this reference, together with all rights, privileges, easements and appurtenances pertaining to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Landsuch real estate, including, without limitation, any and all mineral rightsrights of Seller, if any, in and to adjacent roads, alleys, easements, streets, rights-of-way, and any adjacent strips or gores or real estate and any oil and gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and or other public rights of way and thoroughfares and all water courses mineral or water bodies adjacent torights in, abutting on or serving under the Property (collectively, the “Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; ”);
(iib) all buildings located upon the Land, and all other All improvements, fixturesstructures and fixtures placed, parking areas and other improvements of any kind constructed or nature whatsoever now or hereafter located installed on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real PropertyImprovements”); ;
(c) All (i) mechanical systems and the fixtures and equipment related thereto comprising part of or attached to or located upon the Improvements, to the extent owned by Seller, (ii) carpets, drapes, blinds and other furnishings owned by Seller and comprising a part of or attached to or located upon the Improvements, (iii) all appliances owned by Seller; and (iv) maintenance equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, supplies and other supplies, fixtures and personal and tangible property tools owned by Seller and used solely in connection with the maintenanceImprovements (collectively, operation and ownership of the Building or the Land (“Personal Property”); ;
(ivd) Seller’s interest in leases, lease commitments and all intangible propertyother rental agreements (collectively, the “Leases”) with tenants occupying space situated in the Improvements or otherwise having rights with regard to use of the Land or the Improvements, and all security deposits or like payments, if any, now paid by existing tenants of the Property to or hereafter ownedon behalf of Seller except to the extent forfeited by such tenants (subject to the terms and conditions of this Agreement) or returned to such tenants under the terms of their leases;
(e) To the extent assignable, controlled Seller’s interest in all (i) brokerage or held by Seller between the date hereof tenant locator contracts, (ii) cable or subscription television agreements, (iii) maintenance, repair, service and the Closing pest control contracts (as hereinafter defined), solely in connection with the Building and the Personal Property, including, including but not limited to janitorial and landscaping agreements), (Aiv) security system agreements, and (v) all rightother contracts pursuant to which services (other than property management services) or goods are provided to the Property or which would otherwise bind the owner of the Property (collectively, title the “Service Contracts”), except to the extent excluded under the terms of this Agreement;
(f) Seller’s interest in all furniture, fixture and interest equipment leases, if any, to the extent the same are assignable by Seller (the “Personalty Leases”) except to the extent excluded under the terms of Seller this Agreement; and
(g) Seller’s interest, if any, in all Related Assets in connection with any of the Land, Improvements, Personal Property, Leases, Service Contracts, or Personalty Leases (which such conveyance of Related Assets shall be without any representation or warranty related thereto). The words “Related Assets” shall mean the following, provided that the same are located on or appurtenant to the Property and, to the extent applicable, are in Seller’s possession or control: (i) to the extent transferable, all wastewater and other utility rights applicable to the Property, (ii) to the extent transferable, all unexpired assignable certificate(s) of occupancy, building, equipment or other permits, consents, authorizations, variances, waivers, licenses, utility agreements, entitlements, certificates, development rights and approvals from any governmental authority with respect of the Property, (iii) to the extent transferable and in Seller’s possession or control, any warranties, guaranties, bondsindemnities, claims and rightsclaims, if any, representations or guaranties relating to the Real ownership, development, use and operation of the Property or the said Personal Property and effective as of Closing, (iv) to the extent transferable, any trademarks, service marks, logos, the trade name “Long Point Apartments” (it being understood that the name “Woodfield” is not being transferred), telephone numbers, marketing, advertising, promotional material, photographs and similar digital content, and other intangible rights of Seller relating solely to the ownership, development, use and operation of the Property, (Bv) all air rightstelephone exchanges, excess floor area rights telephone equipment and other development rights relating transmission lines, any URL or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts domain names for the repair or maintenance ofProperty, including the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and website located at said domain name to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectivelytransferable, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all rightthe books and records of the Property which do not contain attorney/client-privileged information of the Seller, title and interest of Seller in or the plans, drawings, specifications, surveys, engineering reports, and other technical information related to condemnation awards the Land and insurance proceeds (Improvements, to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Sellertransferable.
Appears in 1 contract
Sources: Purchase and Sale Agreement (CNL Growth Properties, Inc.)
SALE OF PROPERTY. Subject to 1.1 Upon the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser, and Buyer agrees to Purchaser shall purchase from Seller Seller, that certain apartment complex located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, and containing, in the aggregate, 248 units and related improvements, and commonly known as “Woodfield Oxford Square”, being all of Seller’s right, title and interest in all of the following described property (collectively, the “Property”): ):
(ia) Seller’s fee simple title The real property located in ▇▇▇▇▇▇ County, Maryland, and interest in and to the land being more particularly described on Addendum Exhibit A attached hereto and incorporated herein (the “Land”) and by this reference, together with all rights, privileges, easements rights and appurtenances pertaining to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Landsuch real estate, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, any and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the LandSeller, if any, together with all Improvementsin and to adjacent roads, fixturesalleys, easements, rights-of-waystreets and ways (collectively, privileges and appurtenances relating to the “Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; ”);
(iib) all buildings located upon the Land, and all other All improvements, fixturesstructures and fixtures placed, parking areas and other improvements of any kind constructed or nature whatsoever now or hereafter located installed on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real PropertyImprovements”); ;
(c) All (i) mechanical systems and the fixtures and equipment related thereto comprising part of or attached to or located upon the Improvements, to the extent owned by Seller, (ii) carpets, drapes, blinds and other furnishings owned by Seller and comprising a part of or attached to or located upon the Improvements, (iii) all appliances owned by Seller; and (iv) maintenance equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, supplies and other supplies, fixtures and personal and tangible property tools owned by Seller and used solely in connection with the maintenanceImprovements (collectively, operation and ownership of the Building or the Land (“Personal Property”); ;
(ivd) Seller’s interest in leases, lease commitments and all intangible propertyother rental agreements (collectively, the “Leases”) with tenants occupying space situated in the Improvements or otherwise having rights with regard to use of the Land or the Improvements, and all security deposits or like payments, if any, now paid by existing tenants of the Property to or hereafter ownedon behalf of Seller except to the extent forfeited by such tenants or returned to such tenants under the terms of their leases;
(e) To the extent assignable, controlled Seller’s interest in all (i) brokerage or held by Seller between the date hereof tenant locator contracts, (ii) cable or subscription television agreements, (iii) maintenance, repair, service and the Closing pest control contracts (as hereinafter defined), solely in connection with the Building and the Personal Property, including, including but not limited to janitorial and landscaping agreements), (Aiv) security system agreements, and (v) all rightother contracts pursuant to which services (other than property management services) or goods are provided to the Property (collectively, title the “Service Contracts”), except to the extent excluded under the terms of this Agreement; and 29820032v11
(f) Seller’s interest of Seller in all furniture, fixture and to all unexpired assignable warranties, guaranties, bonds, claims and rightsequipment leases, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; the same are assignable by Seller (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Personalty Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (except to the extent not applied to restoration) relating to the Property, subject to excluded under the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Sellerthis Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (CNL Growth Properties, Inc.)
SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and convey unto Buyer, and Buyer agrees to purchase and accept from Seller all of Seller, for the price and subject to the terms, covenants, conditions, and provisions herein set forth, the following described property (collectively, collectively referred to herein as the “Property”): ):
(ia) Seller’s fee simple title and interest in and All of that land located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ to the land being more particularly be replatted prior to Closing to be legally described on Addendum Exhibit A attached hereto and incorporated herein and depicted on the preliminary plat attached hereto as Exhibit A-1 and incorporated herein (the “Land”), together with all improvements thereon including a 41,374 square foot building (the “Improvements”), subject to an access easement to be located along the western boundary of the Land (the “Access Easement”).
(b) All right, title, and interest, if any, of Seller, in and to (i) any land lying in the bed of any street, road, or access way, opened or proposed, in front of, at a side of, or adjoining the Land or the Improvements to the centerline thereof; (ii) all reversions, remainders, appurtenances, licenses, tenements and hereditaments appertaining to, or otherwise benefiting or used in the operation of the Land or the Improvements; and (iii) all minerals, oil or gas, air rights, and any and all water, water rights or similar rights or privileges (including tap rights) appurtenant to or used in connection with the ownership or operation of the Land or the Improvements (the “Property Rights”);
(c) To the extent assignable, privilegesSeller’s interest, easements if any, in all guaranties, warranties and appurtenances other intangible property related to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of Improvements (the Land“Intangible Property”).
(d) To the extent assignable, Seller’s interest, if any, in all licenses and governmental permits related to the Land and the Improvements (the “Permits and Licenses”).
(e) All existing fixtures in the Improvements, including, without limitation, the heating, plumbing, electrical, air conditioning and ventilation systems (the “Fixtures”);
(f) To the extent in Seller’s possession, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest records of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses used or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely useful in connection with the operation of the Land and Improvements, including without limitation, all records regarding management and leasing, real estate taxes and assessments, insurance, tenants, maintenance, operation repairs, capital improvements and ownership of services (the Building or the Land (“Personal PropertyRecords”); and
(ivg) To the extent in Seller’s possession, all intangible propertysite and building plans, if any, now or hereafter owned, controlled or held by Seller between the date hereof specifications and the Closing (as hereinafter defined), solely construction contracts prepared in connection with the Building Improvements and the Personal Property, including, but not limited to Fixtures (A) all right, title the “Plans and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Construction Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Purchase Agreement (Northern Technologies International Corp)
SALE OF PROPERTY. Subject to 1.1 In consideration of the Purchase Price (as hereinafter defined) and upon the terms and conditions of this Agreement, hereinafter set forth Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller Seller;
1.1.1 The Land, together with all of the following described property (collectivelyrights and appurtenances pertaining to such real estate including, the “Property”): (i) Seller’s fee simple title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) without limitation, any and all rights, privilegestitle and interests of Seller in and to all roads, easements alleys, easements, streets and appurtenances ways adjacent to the Land, strips and gores and rights of ingress and egress thereto;
1.1.2 All improvements, structures and fixtures placed, constructed or installed on the Land (the "Improvements");
1.1.3 All equipment, furnishings, materials, inventory, warranties, guaranties, site plans, surveys, plans and specifications applicable to the Property, (the "Personal Property") and owned by Seller Seller, and other appurtenances which is placed or installed on or about the Land or Improvements or used as part of or connected with the beneficial use or enjoyment of the Landin connection therewith, including, without limitation, all mineral rightskeys, easementspermits, rights-of-wayleasing materials and forms, gas marketing material provided AMLI's name is not printed on such materials, bonds, warranties and hydrocarbonsguarantees; and
1.1.4 All leases, occupancy and rental agreements with tenants or occupants having rights with regard to the use of the Land or the Improvements and all security deposits or like payments, if any, paid by tenants or other security provided in connection therewith (collectively, the "Tenant Leases");
1.1.5 All contracts, maintenance, repair, service and pest control contracts, architectural, janitorial, elevator and landscaping contracts and all other contracts pursuant to which services or goods are provided to any part of the Land, Improvements and/or Personal Property (collectively, the "Service Contracts");
1.1.6 All right, title and interest of Seller Seller, if any, in and to all highwaysintangible property (collectively, roadsthe "Intangible Property") owned by the Seller, streetsincluding but not limited to Seller's rights under governmental permits or approvals, alleys the right to the use of the trade name of "Oak View Apartments", and goodwill relating thereto, and any other public rights of way trademarks and thoroughfares and all water courses or water bodies adjacent totrade names, abutting or serving the Land, if anyEXCLUDING THE NAME "AMLI" OR ANY ASSOCIATED NAME USING "AMLI" THEREIN, together with all telephone exchange numbers related to the Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the extent assignable.
1.2 The Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the LandImprovements, and all other improvementsPersonal Property, fixturesTenant Leases, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectivelyService Contracts, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Intangible Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with matters covered hereby shall be referred to collectively herein as the maintenance, operation and ownership of the Building "Property" or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller"Project."
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Lincam Properties LTD Series 85)
SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell sell, assign and convey to Buyer and Buyer ▇▇▇▇▇ agrees to purchase from Seller all Seller, a portion of the following property located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, and described property in deeds recorded with the Worcester South District Registry of Deeds in Book 68741, Page 363 and Book 68741, Page 373 (collectively, the “Seller Property”): (i) Seller’s fee simple title ), which portion contains 2.58-acres and interest in and to the land being more particularly described is shown as “Lot BSC” on Addendum A a plan attached hereto as Exhibit A, attached hereto and incorporated herein (the “Land”) ), together with the building thereon known as “1500 Union” and all rightsother improvements located thereon (the “Improvements”), privilegestogether with the following (collectively, easements the “Property”):
(a) all right, title and appurtenances interest of Seller (whether now or hereafter existing) in and to any land lying in the bed of any street, alley, road or avenue (whether open, closed or proposed) within, in front of, behind or otherwise adjoining the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment any of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbonsit, and all right, title and interest of Seller (whether now or hereafter existing) in and to all highwaysany award made or to be made as a result or in lieu of condemnation, roads, streets, alleys and other public rights of way in and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to any award for damage to the Property or any part thereof by reason of casualty (all of the foregoing being included within the term “Land”); and
(b) all buildings, structures, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, and all the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible propertytherewith including, if any, now or hereafter ownedall wall-to-wall carpeting, controlled or held by drapery rods, blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, fences, gates, trees, shrubs, plants, built-in refrigerator, ventilators, and dishwashers, and all other personal property of Seller between the date hereof and the Closing located thereon; and
(as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (Ac) all right, title and interest of Seller in and to all unexpired assignable warrantiesexisting surveys, guarantiesblue prints, bondsconstruction drawings, claims plans and rightsspecifications, if any, relating transferable warranties and guaranties and other documentation for or with respect to the Real construction or operation of the Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation any part thereof, and (E) ; all right, title and interest of Seller in and to all contracts for the repair transferable licenses, permits, approvals or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and other like instruments applicable to the extent Seller’s interest thereunder is assignable; (all construction, operation, use or enjoyment of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement
SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all of the following described property (collectively, the “Property”): (i) Seller’s fee simple title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.,
Appears in 1 contract
Sources: Lease Agreement
SALE OF PROPERTY. Subject to the terms and conditions of this Agreementset forth herein, Seller agrees ONB and Bancorp agree to sell the property located at O▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ identified on Exhibit A-1 (the “One Main Property”) to Buyer One Main Buyer, and One Main Buyer agrees to purchase from Seller all of ONB and Bancorp the following described One Main Property. Subject to the terms and conditions set forth herein, ONB agrees to sell the property located at 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ identified on Exhibit A-2 (the “123 Main Property”) to 123 Main Buyer, and 123 Main Buyer agrees to purchase from ONB the 123 Main Property. Subject to the terms and conditions set forth herein, Realty agrees to sell the property located at 1▇▇-▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ identified on Exhibit A-3 (the “4▇▇ ▇▇▇▇▇▇ Property”, and together with the One Main Property and the 123 Main Property, each a “Parcel” and collectively, the “Property”): ) Each Parcel shall include the following rights:
(ia) Seller’s fee Fee simple title and interest in and to the parcel or parcels of real property (the land constituting each of such parcels being the “Land”), as more particularly described on Addendum A Exhibit A-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3, as the case may be, attached hereto and incorporated herein (the “Land”) and hereto, together with all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, privileges appurtenant thereto and all buildings and improvements (excluding, in the case of the One Main Property, the ATM’s and kitchen equipment located on the first floor and in the parking garage of such One Main Property) situated thereon (collectively, the “Improvements”);
(b) All right, title and interest of the related Seller in and to all highwaysthe lighting, roadselectrical, streetsmechanical, alleys plumbing and other public rights of way heating, ventilation and thoroughfares air conditioning systems permanently affixed to and all water courses or water bodies adjacent to, abutting or serving used in connection with the Land, if any, together with all Land and the Improvements, fixturesincluding all elevators, easementspipings, rights-of-wayconduits, privileges ducts, partitions, boilers, compressors and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Landfurnaces, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land fixtures (collectively, the “BuildingFixtures”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating attached or appurtenant to the Land or the BuildingImprovements in such a manner as to constitute real estate under applicable state law; and
(c) the related Seller’s copies of all original and supplemental surveys, (C) all rights to obtain utility service in connection with structural and engineering reports, geo-technical reports, plans, specifications, operating manuals, warranties and guarantees covering the Building Improvements and the Land, (D) assignable licenses and other governmental permits and permissions relating to Fixtures that are currently in the Land, the Building, and the operation thereof, and (E) all right, title and interest possession of Seller in and to all contracts for the repair or maintenance of, the provision of services tosuch Seller, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts its subsidiaries; and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of such Seller’s right, title and interest as landlord under in all such assignable agreements, and any leases, possessory assignable licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) permits relating to the Property, subject to the terms ownership or operation of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of SellerParcel.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Old National Bancorp /In/)
SALE OF PROPERTY. Subject to On the terms and conditions of this Agreementhereinafter set forth, Purchaser agrees to purchase, and Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller sell, a 9.6134125% undivided interest only in all of the following described property (collectively, the “"Property”): (i) Seller’s fee simple title and interest "):
1.1.1 That certain real property owned by Seller located in and to the land being City of Los Angeles, County of Los Angeles, State of California, as more particularly described on Addendum A attached hereto EXHIBIT A, together with all and incorporated herein (singular, the “Land”) and all rightstenements, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rightshereditaments, easements, rights-of-way, gas way and hydrocarbonsappurtenances belonging or in anywise appertaining to the same and owned by Seller, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the LandSeller, if any, together with all Improvementsin and to any land lying in the bed of any street, fixturesroad or avenue open or proposed, easementspublic or private, rights-of-way, privileges and appurtenances relating to in front of or adjoining the Land, and irrevocable licenses running in favor of to the owner of the Land or relating thereto; (ii) all buildings located upon the Landcenterline thereof, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rightsSeller, if any, relating in and to any award hereafter made in lieu thereof and in and to any award for damage to the Real Property by reason of a change of grade of any street hereafter occurring, but excluding any oil, gas and other minerals and rights incident thereto previously reserved or conveyed (the "Land");
1.1.2 All improvements, structures and fixtures owned by Seller now or on the Closing Date (as defined below) located upon the Land (the "Improvements") subject to those terms and conditions contained in that certain ground lease, as amended, by and between Seller's predecessor in interest, Century City, Inc. and Federated Department Stores, Inc. dated December 31, 1974;
1.1.3 All tangible personal property owned by Seller now or on the Closing Date located on or about the Land or the Improvements described in SCHEDULE 1.1.3 attached hereto and made a part hereof (the "Personal Property") and excluding the personal property in the Manager's office described in SCHEDULE 1.1.3A; and
1.1.4 All intangible property owned by Seller now or on the Closing Date owned or held in connection with the Land, the Improvements or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land any business or the Building, (C) all rights to obtain utility service businesses owned by Seller now or hereafter conducted thereon or in connection with the Building use thereof (other than those businesses conducted by tenants under Leases (as defined in Paragraph 5.1.10 below) in their capacity as tenants and those assets owned by Seller's management company) including, without limitation, all leases, prepaid rent, security deposits, guaranties of leases, mineral rights, air rights, contract rights and agreements (including the LandLeases, (D) assignable licenses and any service or equipment leasing contracts with respect to or affecting the Property), operating, maintenance and other records, building and trade names and logos used by Seller in connection with the Property (including the name "Century City Shopping Center and Marketplace" but not including the name "RREEF," however, Seller provides no warranty that Seller has any rights with respect to ownership or use of such trade names or logos, licenses (excluding computer software), written authorizations necessary for the use, operation or ownership of the Property, warranties (including those relating to construction or fabrication), utility contracts, telephone exchange numbers, advertising materials, studies or other materials related to the marketing of the Property to the public and prospective tenants and other occupants of the Property, including leasing brochures and tenant data sheets, plans and specifications, governmental approvals, permits and permissions relating development rights related to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property Improvements or the Personal Property or any part thereof but excluding (collectivelyi) the rights to rents and other sums due for any period of time prior to Closing, “Property Contracts”as defined below, (ii) any claims of Seller against third parties for delinquent rents and other sums payable under the Leases (as defined below), which are assumed contracts relating to any period of time prior to Closing, (iii) any claims arising out of or related to any rights and claims against Seller by third parties for any period of time prior to Closing (including, without limitation, any claims related to the extent Seller’s interest thereunder is assignableobligations of Seller set forth in Paragraph 7.2(b) herein) and including, without limitation, all rights and claims against: (w) Federated Department Stores, Inc. ("Federated's") regarding supplemental taxes associated with Federated's acquisition of the space occupied by Bloomingdale's and the space occupied by Macy's for the period prior to Closing; (x) any other tenants regarding supplemental taxes or mechanic's liens for the period prior to Closing; (y) Broadway Stores, Inc. ("Broadway's") regarding recovery of rental premium insurance fees; (z) Fast Frame, a former tenant for monthly payments in the amount of $208.33 until January 2000 for past rent due to Seller; and (aa) AMC regarding the installation of a new underground storage tank more fully described in Section 8.29 herein (the "AMC Tank Issue") (all of items referred to in this clause (iii) are defined as "Reserved Claims") (provided however, Seller's rights hereunder shall in no way limit Purchaser's rights for any claims for matters arising from and after the foregoing are collectivelyClosing), “Intangible Property”); (iv) any bank accounts or similar accounts and (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or 's rights pursuant to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement Paragraph 8.26 herein (the “Lease”"Intangible Property"), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, All items of the Property does which are not include any trademarks or trade names real property shall constitute part of Sellerthe Intangible Property and Personal Property.
Appears in 1 contract
Sources: Contribution Agreement (Urban Shopping Centers Inc)
SALE OF PROPERTY. Subject to At the terms and conditions of this AgreementClosing, Seller agrees to sell sell, convey, transfer, assign, and deliver to Buyer Purchaser, and Buyer Purchaser agrees to purchase from Seller, the Property, with limited warranty of title, Seller all warranting title for the duration of its ownership of the following described property Property, but not otherwise, for the sum of Six Million and No/100 (collectively, the “Property”): $6,000,000.00) Dollars cash (i) Seller’s fee simple title "Cash Consideration"). Each of Seller and interest in Purchaser acknowledge and agree that no representations or warranties have been made by Seller with respect to the land being more particularly described on Addendum A attached hereto Property, or the transaction contemplated by this Agreement other than those expressly set forth in Article 4 of this Agreement. Purchaser acknowledges that Purchaser will undertake an independent inspection of the Property and incorporated herein (the “Land”) and all rightsagrees that, privileges, easements and appurtenances subject to the Land owned by representations and warranties of Seller and other appurtenances used or connected set forth in said Article 4, Purchaser is purchasing the Property absolutely "AS IS, WHERE IS" in its present state of condition, with the beneficial use or enjoyment of the Landall faults, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbonsincluding latent defects, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses makes no representations or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies warranties of any kind, express, implied or statutory, as to the condition of the Property. Purchaser is not relying on any representations or warranties of Seller except as may be expressly set forth in this Agreement. The act of sale transferring the Property shall contain the following provisions: THIS PROPERTY IS SOLD by Vendor and. purchased by Purchaser "AS IS, WHERE IS" and "WITH ALL FAULTS," with no warranty of condition whatsoever, either expressed or implied, even for the return of the purchase price with Purchaser expressly waiving any and all other supplieswarranties, fixtures and personal and tangible property owned by Seller and used solely in connection including those pertaining to fitness for a particular use, soil conditions, zoning or other use restrictions, compliance with the maintenance, operation and ownership provisions of the Building Americans with Disabilities Act, or any environmental matters, as well as those warranties against hidden, latent, or redhibitory defects. Without limitation of the Land (“Personal Property”); (iv) all intangible propertygenerality of the foregoing, if any, now or hereafter owned, controlled or held by Seller between the date hereof Purchaser hereby expressly waives and the Closing (as hereinafter defined), solely in connection with the Building renounces any and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with or claims which it has or may have for redhibition, reduction of the Building and purchase price, and/or quanti minoris, whether under articles 2520 et seq. of the Land, (D) assignable licenses and other governmental permits and permissions relating to Louisiana Civil Code or otherwise. Purchaser has inspected the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and property to the extent Seller’s interest thereunder it deems necessary and is assignable; (all satisfied with the condition thereof. Purchaser acknowledges and declares that neither the Vendor nor any party, whomsoever, acting or purporting to act in any capacity whatsoever on behalf of the foregoing are collectivelyVendor has made any direct, “Intangible Property”); (v) all indirect, explicit or implicit statement, representation or declaration, whether by written or oral statement or otherwise, and upon which Purchaser has relied, concerning the existence or non-existence of Seller’s rightany quality, title characteristic or condition of the property herein conveyed. Purchaser has had lull, complete and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (unlimited access to the extent property heroin convoyed for all tests and inspections which Purchaser, in its sole discretion deems sufficiently diligent for the protection of its interests. Purchaser acknowledges and agrees that the foregoing disclaimer and waiver of warranties have been fully explained to Purchaser and that Purchaser understands the same. Purchaser and Vendor jointly acknowledge and agree that the foregoing waivers and disclaimers are of the essence of this transaction and the same would not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (otherwise have been entered into or consummated. By its predecessor in interest to the Property), as landlordsignature Purchaser expressly acknowledges all such waivers, and Buyer (its exercise of Purchaser's right to waive warranty pursuant to Louisiana Civil Code Articles 2503 and 2548. /s/ DBB [ILLEGIBLE] Purchaser hereby acknowledges that the waiver of Purchaser's warranty contained in this document has been Initials fully explained to Purchaser by Purchaser's attorney and/or the closing notary, and Purchaser understands that by completing the sale containing these terms Purchaser is giving up its rights to get any money back or its predecessor compensation from the Vendor in interest the event Purchaser discovers problems with the property, or any part of or equipment located or used on the property. Understanding this, Purchaser agrees to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.this provision
Appears in 1 contract
SALE OF PROPERTY. Subject to On the terms and conditions of this Agreementhereinafter set forth, Purchaser agrees to purchase, and Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller sell, a 90.3865785% undivided interest only in all of the following described property (collectively, the “"Property”): (i) Seller’s fee simple title and interest "):
1.1.1 That certain real property owned by Seller located in and to the land being City of Los Angeles, County of Los Angeles, State of California, as more particularly described on Addendum A attached hereto EXHIBIT A, together with all and incorporated herein (singular, the “Land”) and all rightstenements, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rightshereditaments, easements, rights-of-way, gas way and hydrocarbonsappurtenances belonging or in anywise appertaining to the same and owned by Seller, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the LandSeller, if any, together with all Improvementsin and to any land lying in the bed of any street, fixturesroad or avenue open or proposed, easementspublic or private, rights-of-way, privileges and appurtenances relating to in front of or adjoining the Land, and irrevocable licenses running in favor of to the owner of the Land or relating thereto; (ii) all buildings located upon the Landcenterline thereof, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rightsSeller, if any, relating in and to any award hereafter made in lieu thereof and in and to any award for damage to the Real Property by reason of a change of grade of any street hereafter occurring, but excluding any oil, gas and other minerals and rights incident thereto previously reserved or conveyed (the "Land");
1.1.2 All improvements, structures and fixtures owned by Seller now or on the Closing Date (as defined below) located upon the Land (the "Improvements") subject to those terms and conditions contained in that certain ground lease, as amended, by and between Seller's predecessor in interest, Century City, Inc. and Federated Department Stores, Inc. dated December 31, 1974;
1.1.3 All tangible personal property owned by Seller now or on the Closing Date located on or about the Land or the Improvements described in SCHEDULE 1.1.3 attached hereto and made a part hereof (the "Personal Property") and excluding the personal property in the Manager's office described in SCHEDULE 1.1.3A; and
1.1.4 All intangible property owned by Seller now or on the Closing Date owned or held in connection with the Land, the Improvements or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land any business or the Building, (C) all rights to obtain utility service businesses owned by Seller now or hereafter conducted thereon or in connection with the Building use thereof (other than those businesses conducted by tenants under Leases (as defined in Paragraph 5.1.10 below) in their capacity as tenants and those assets owned by Seller's management company) including, without limitation, all leases, prepaid rent, security deposits, guaranties of leases, mineral rights, air rights, contract rights and agreements (including the LandLeases, (D) assignable licenses and any service or equipment leasing contracts with respect to or affecting the Property), operating, maintenance and other records, building and trade names and logos used by Seller in connection with the Property (including the name "Century City Shopping Center and Marketplace" but not including the name "RREEF," however, Seller provides no warranty that Seller has any rights with respect to ownership or use of such trade names or logos, licenses (excluding computer software), written authorizations necessary for the use, operation or ownership of the Property, warranties (including those relating to construction or fabrication), utility contracts, telephone exchange numbers, advertising materials, studies or other materials related to the marketing of the Property to the public and prospective tenants and other occupants of the Property, including leasing brochures and tenant data sheets, plans and specifications, governmental approvals, permits and permissions relating development rights related to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property Improvements or the Personal Property or any part thereof but excluding (collectivelyi) the rights to rents and other sums due for any period of time prior to Closing, “Property Contracts”as defined below, (ii) any claims of Seller against third parties for delinquent rents and other sums payable under the Leases (as defined below), which are assumed contracts relating to any period of time prior to Closing, (iii) any claims arising out of or related to any rights and claims against Seller by third parties for any period of time prior to Closing (including, without limitation, any claims related to the extent Seller’s interest thereunder is assignableobligations of Seller set forth in Paragraph 7.2(b) herein) and including, without limitation, all rights and claims against: (w) Federated Department Stores, Inc. ("Federated's") regarding supplemental taxes associated with Federated's acquisition of the space occupied by Bloomingdale's and the space occupied by Macy's for the period prior to Closing; (x) any other tenants regarding supplemental taxes or mechanic's liens for the period prior to Closing; (y) Broadway Stores, Inc. ("Broadway's") regarding recovery of rental premium insurance fees; (z) Fast Frame, a former tenant for monthly payments in the amount of $208.33 until January 2000 for past rent due to Seller; and (aa) AMC regarding the installation of a new underground storage tank more fully described in Section 8.29 herein (the "AMC Tank Issue") (all of items referred to in this clause (iii) are defined as "Reserved Claims") (provided however, Seller's rights hereunder shall in no way limit Purchaser's rights for any claims for matters arising from and after the foregoing are collectivelyClosing), “Intangible Property”); (iv) any bank accounts or similar accounts and (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or 's rights pursuant to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement Paragraph 8.26 herein (the “Lease”"Intangible Property"), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, All items of the Property does which are not include any trademarks or trade names real property shall constitute part of Sellerthe Intangible Property and Personal Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Urban Shopping Centers Inc)
SALE OF PROPERTY. Subject to the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller all of the following described property and assets (collectivelyhereinafter collectively referred to as the "Property"):
1.1 That certain tract of land located in the City of Dallas, the “Property”): (i) Seller’s fee simple title and interest in and to the land being Dallas County, Texas, more particularly described on Addendum Exhibit A attached hereto and incorporated herein by this reference, together with all interest of Seller in (a) alleys, strips or gores of land, if any, between said property and adjoining properties whether owned or claimed by deed, limitations or otherwise, and whether located inside or outside said property, and (b) any land lying in or under the “Land”) and all rightsbed of any highway, privilegesavenue, easements and appurtenances to the Land owned by Seller and other appurtenances used street, road, alley, easement, or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rightsright-of-way, gas open or proposed in, on, across, abutting, or adjacent to the property described in Exhibit A and hydrocarbonsall rights, titles, and all rightinterests of Seller, if any, in and to any awards made or to be made in lieu thereof for damage by reason of change and grade of any such highway, avenue, street, road, or alley (collectively, the "Land"). The description of the Land as set forth above is an approximate description of the tract of Land to be conveyed hereunder and is included herein for reasonable identification of the Land. The parties hereto agree that the metes and bounds description of the Land as set forth in the Survey to be provided to Purchaser pursuant to Section 3.3 hereof shall be incorporated into this Agreement by reference as the correct description of the Land.
1.2 All rights, title and interests of Seller in and to any easements, rights of way, rights of ingress and egress or other interests in and to any highway, street or roadway on, across or adjoining the Land;
1.3 All rights, title and interest of Seller in and to all highwaysany buildings, roadsstructures, streetsparking areas, alleys landscaping and other public improvements placed, constructed or installed on the Land (the "Improvements"), excluding any Improvements owned by tenants;
1.4 All equipment, fixtures, appliances, furniture, furnishing and other tangible personal property (the "Personal Property") owned by Seller and located on or about the Land or Improvements or used in connection with the Land or Improvements;
1.5 All leases and other assignable rental agreements (written or verbal) now or hereafter in effect, that grant a possessory interest in any space situated in the Improvements or that otherwise confer rights with regard to use of way and thoroughfares the Land or Improvements (the "Tenant Leases"), and all water courses or water bodies adjacent to, abutting or serving the Landsecurity deposits and prepaid rents, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned held by Seller and used solely in connection with the maintenanceTenant Leases;
1.6 All rights, operation titles and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest interests of Seller in and to all unexpired assignable transferrable service contracts, warranties, guaranties, bonds, claims guaranties and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions bonds relating to the Land, the BuildingImprovements, or the Personal Property;
1.7 To the extent in Seller’s possession, all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies of any kind in Seller's possession that relate to the operation thereofLand, the Improvements, or the Personal Property; and
1.8 All of the rights, titles and (E) all right, title and interest interests of Seller in and to good will, if any, related to the Property. Further the sale does not include, and the definition of “Property” shall explicitly exclude, the following assets of Seller as of the Closing Date: all cash, cash equivalents (including certificates of deposit), deposits held by third parties (e.g., utility companies), accounts receivable and any right to a refund or other payment relating to a period prior to the Closing, including any real estate tax refund (subject to the prorations hereinafter set forth), bank accounts, claims or other rights against any present or prior partner, member, employee, manager, officer or director of Seller or their direct or indirect partners, members or affiliates, any refund in connection with termination of Seller’s existing insurance policies, all contracts for between Seller and any law firm, accounting firm, property manager, leasing agent, broker, environmental consultant and other consultants and appraisers entered into prior to the repair Closing, any proprietary or maintenance ofconfidential materials (including any materials relating to the background or financial condition of a present or prior partner or member of Seller), computer software, the provision internal books and records of services toSeller relating, for example, to contributions and distributions prior to the Closing, any software, any development bonds, letters of credit or otherwise relating other collateral held by or posted with any governmental agency or other third party with respect to improvement, subdivision or affectingdevelopment obligations concerning the Property, and any other intangible property that is not used exclusively in connection with the Real Property or the Personal Property (collectively, “Property ContractsReserved Seller Assets”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Kent Financial Services Inc)
SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell sell, transfer and convey to Buyer Purchaser and Buyer Purchaser agrees to purchase from Seller all of the following described property (collectivelySeller, the “Property”): (i) Seller’s fee simple title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected accordance with the beneficial use or enjoyment terms of this Agreement:
1.1. the Land;
1.2. the Building and any other buildings, including, without limitation, all mineral rights, easements, rights-of-way, gas improvements and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter fixtures located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real PropertyImprovements”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all ;
1.3. All of Seller’s right, title and interest in and to any rights, privileges, easements and interests appurtenant to the Land and/or Improvements including, without limitation, all appurtenant easements for (i) access to and from any public road rights of way that provide access to and for the Land; and (ii) utilities and storm drainage to accommodate the proposed use of the Improvements;
1.4. To the extent assignable, all warranties and guarantees covering the Improvements, if any (hereinafter referred to as landlord under the “Warranties and Guarantees”);
1.5. All tangible personal property, if any, located on the Land and owned by Seller and used in the operation and/or maintenance of the Improvements (the “Personal Property”);
1.6. To the extent assignable, all (i) preliminary, proposed and/or final Plans and Specifications (including any leases“as-built” plans and/or drawings and any plans for any tenant improvements; and (ii) surveys, possessory licenses grading plans, topographical maps, architectural and concession agreements structural drawings and engineering, soils, seismic, geologic and architectural reports, studies and tests relating to the Premises (collectively, the “Records and Plans”);
1.7. To the extent assignable, Seller’s interest in any and all amendments, extensions and modifications thereto (collectively contracts now or hereinafter relating to the “Leases”)operation or maintenance of the Premises which bind the Property after Closing, together with any guarantees thereof all of Seller’s rights and security deposits thereunderremedies thereunder and the benefits of all covenants and warranties contained therein (collectively, the “Contracts”); and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to and
1.8. To the extent not applied to restoration) assignable, Seller’s interest in any and all building permits, conditional use permits, environmental and/or natural resource permits, stormwater permits, approvals and licenses, certificates of compliance, other governmental or administrative permits, licenses agreements and rights relating to the Property, subject construction of the Improvements or to the terms operation of that certain Ground Lease Agreement the Project (collectively, the “LeasePermits and Approvals”), by and between Seller (or its predecessor . The property described in interest subparagraphs 1.1 through 1.3 hereof is hereinafter sometimes collectively referred to as the “Premises”. The property described in subparagraphs 1.1 through 1.8 hereof is hereinafter sometimes collectively referred to as the “Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller”.
Appears in 1 contract
SALE OF PROPERTY. Subject to 1.1. Upon the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller that certain apartment complex located in San Antonio, Texas, and containing, in the aggregate, 198 units and related improvements, and commonly known as Fifth Avenue Apartments, including all of the following described property (collectively, the “Property”): ):
(ia) Seller’s fee simple title The real property located in Bexar County, Texas, and interest in and to the land being more particularly described on Addendum EXHIBIT A attached hereto and incorporated herein (the “Land”) and by this reference, together with all rights, privileges, easements rights and appurtenances pertaining to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Landsuch real estate, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, any and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the LandSeller, if any, together with all Improvementsin and to adjacent roads, fixturesalleys, easements, rights-of-waystreets and ways (collectively, privileges and appurtenances relating to the “Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; ”);
(iib) all buildings located upon the Land, and all other All improvements, fixturesstructures and fixtures placed, parking areas and other improvements of any kind constructed or nature whatsoever now or hereafter located installed on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real PropertyImprovements”); ;
(iiic) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, All (i) mechanical systems and other supplies, the fixtures and personal and tangible property owned by Seller and used solely in connection with equipment related thereto comprising part of or attached to or located upon the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal PropertyImprovements, including, but not limited to, electrical systems, plumbing systems, heating systems, air conditioning systems, (ii) carpets, drapes, blinds and other furnishings owned by Seller and comprising a part of or attached to or located upon the Improvements, (Aiii) appliances owned by Seller; (iv) maintenance equipment, supplies and tools owned by Seller and used in connection with the Improvements; and (v) other machinery, equipment, fixtures, supplies (including marketing supplies) and personal property of every kind and character owned by Seller and located in or on or used in connection with the Land or the Improvements or the operations thereon (collectively, the “Personal Property”);
(d) Landlord’s interest in all rightleases, title lease commitments and interest all other rental agreements (collectively, the “Leases”) with tenants occupying space situated in the Improvements or otherwise having rights with regard to use of Seller in the Land or the Improvements, and to all unexpired assignable warranties, guaranties, bonds, claims and rightssecurity deposits or like payments, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service paid by tenants in connection with the Building and the Landsuch Leases;
(e) Seller’s interest in all (i) brokerage or tenant locator contracts, (Dii) assignable licenses cable or subscription television agreements, (iii) maintenance, repair, service and other governmental permits pest control contracts (including but not limited to janitorial, landscaping and permissions relating to the Land, the Building, and the operation thereoflaundry agreements), and (Eiv) all right, title and interest of Seller in and other contracts pursuant to all contracts for the repair or maintenance of, the provision of which services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.other than property management
Appears in 1 contract
Sources: Purchase and Sale Agreement (S/M Real Estate Fund Vii LTD/Tx)
SALE OF PROPERTY. Subject ▇▇▇▇▇▇▇ agrees to sell and convey and ▇▇▇▇▇ agrees to purchase, subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all of the following described property (collectively, the “Property”): ):
(a) Those certain pieces, parcels or tracts of land located in the County of Suffolk and State of New York, as more fully described on Exhibit “A” annexed hereto, and known as (i) ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Commack, NY 11725 Town of Huntington’s Assessors Office Tax Map # 0400-220.00-01.00-045.000, which is being sold by 8 ▇▇▇▇▇▇▇ Court LLC, and (ii) ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Commack, NY 11725 Town of Huntington’s Assessors Office, Tax Map #0400-220.00-01.00-046.000, which is being sold by 10 ▇▇▇▇▇▇▇ Court LLC, together with any and all of the applicable Seller’s fee simple right, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas licenses, privileges and hydrocarbonsother rights appurtenant to such real property, including, to the extent appurtenant to such real property and owned by the applicable Seller, any development rights, water rights and mineral rights, and all right, title and any right or interest of the applicable Seller in and to all any open or proposed highways, streets, roads, streetsavenues, alleys alleys, strips, gores and other public rights of rights-of-way and thoroughfares and all water courses or water bodies adjacent in, across, in front of, contiguous to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to adjoining the Land, and irrevocable licenses other rights and benefits running in favor of with such real property and/or the owner of such real property (collectively, the Land or relating thereto; “Land”);
(iib) all buildings located upon the LandAll buildings, and all other improvements, fixtures, parking areas improvements and other improvements of any kind or nature whatsoever now or hereafter structures located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real PropertyImprovements”); ;
(iiic) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Applicable Seller’s right, title and interest in and to all tangible personal property, fixtures, building systems and equipment located upon or within the Land or Improvements (collectively, “Fixtures and Personal Property” which, together with the Land and Improvements are collectively referred to as landlord the “Subject Premises”);
(d) All of the applicable Seller’s right, title and interest in and to all Leases (as hereinafter defined), licenses or other occupancy agreements, including all amendments thereto, for space in the Land and Improvements thereon, if any, and all guarantees thereof, any New Leases (as hereinafter defined) and any and all security deposits under any the Leases;
(e) All of the applicable Seller’s right, title and interest in and to all service agreements, equipment leases, possessory licenses maintenance agreements, construction contracts, architects agreements, brokerage agreements, parking agreements, consultant’s agreements, management contracts, bonds, and concession other contracts or agreements and relating to the Subject Premises, together with all amendmentssupplements, extensions amendments and modifications thereto thereto, listed on Exhibit “C” attached hereto and any New Service Agreements (collectively as hereinafter defined) (collectively, the “LeasesService Agreements”), together with in each case, to the extent such Service Agreements constitute Assumed Service Agreements pursuant to this Agreement; and
(f) All of the applicable Seller’s right, title and interest, if any, in and to all of the following items, to the extent related to the Subject Premises, and to the extent assignable: (i) all, preliminary, final and proposed building plans, specifications (including “as-built” drawings), architectural and engineering drawings, prints, surveys, soil and substrata studies, structural reviews, seismic, geologic, environmental and architectural reports, studies and certificates and other documents relating to the Land and the Improvements in each Seller’s possession or control, (ii) all operating manuals and books, data and records regarding the Land and the Improvements and its component/building systems in each Seller’s possession or control, including, without limitation, all financial and other books and records (including leasing files); (iv) all licenses, permits, consents, development rights, entitlements issued, certificates of occupancy and other approvals issued by any guarantees thereof state, federal or local authority relating to the use, maintenance or operation of the Land and security deposits thereunderthe Improvements; (v) all warranties or guaranties, if any, applicable to the Improvements; and (vi) websites and trademarks, copyrights, logos, designs, trade names and service marks and all rightgoodwill associated with such items, title and interest of Seller in or to condemnation awards and insurance proceeds if any (to the extent not applied to restoration) relating to the Propertycollectively, subject to the terms of that certain Ground Lease Agreement (the “LeaseIntangible Property”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Stock Purchase Agreement (EnerSys)
SALE OF PROPERTY. Subject On and subject to the terms terms, provisions and conditions of this Agreementset forth herein, Seller agrees to sell sell, assign and convey to Buyer Purchaser, and Buyer Purchaser agrees to purchase and assume from Seller all of Seller's right, title and interest in the following described property (collectively, the “"Property”): "):
(iA) Seller’s fee simple title The Land and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein Improvements;
(the “Land”B) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, All easements, rights-of-way, gas privileges, appurtenances and hydrocarbons, other rights pertaining to and all benefiting the Land;
(C) Any right, title and or interest of Seller in and to all highwaysany land lying in the bed of any street, roadsroad or avenue opened or proposed, streetspublic or private, alleys adjoining and other public rights in front of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the street frontage of the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; ;
(iiD) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all Any right, title and or interest of Seller in and to any and all unexpired assignable warrantiesfixtures, guarantiesfurniture, bondsmachinery, claims equipment, articles of personal property and rights, if any, relating to improvements in the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating nature of personal property attached or appurtenant to the Land to, or the Buildinglocated on, (C) all rights to obtain utility service and used exclusively in connection with the Building and use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) assignable licenses and other governmental permits and permissions relating being hereinafter collectively referred to as the Land, the Building, and the operation thereof, and "Personal Property");
(E) all rightAll general intangibles, title copyrights, trademarks, service marks and interest other marks and trade or business names used exclusively in the operation of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject including without limitation, the non-exclusive right to use the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenantname "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the Property does not include any trademarks or trade names fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below).
Appears in 1 contract
Sources: Sale and Purchase Agreement (Inland Diversified Real Estate Trust, Inc.)
SALE OF PROPERTY. Subject to 1.1 Upon the terms and conditions hereinafter set forth, and in consideration of this Agreementthe mutual covenants, agreements and undertakings set forth herein, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller that certain real property consisting of approximately 22.881 acres of land and the building structure thereon consisting of approximately 210,600 square feet, all located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ in the City of Greensboro, Guilford County, North Carolina, and also being identified as Guilford County Parcel ID Number 168016 (the “Site”), including all of the following described property (collectively, the “Property”): ):
(ia) All of Seller’s fee simple title right, title, interest and interest in obligations in, to and to under the land real property located at the Site and being more particularly described on Addendum EXHIBIT A attached hereto and incorporated herein by this reference, together with all rights, easements, and appurtenances pertaining to such real property (the “Land”);
(b) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other All improvements, fixtures, parking areas structures and other improvements of any kind or nature whatsoever now fixtures currently or hereafter located placed, constructed or installed on the Land (collectively, collectively the “Building”) (the Land and Building are referenced herein collectively as, the “Real PropertyImprovements”); ;
(iiic) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, All mechanical systems and other supplies, the fixtures and personal and tangible property owned by Seller and used solely in connection with equipment related thereto comprising part of or attached to or located upon the maintenance, operation and ownership of the Building Improvements or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to, electrical systems, plumbing systems, heating systems, and air conditioning systems and all equipment and machinery, supplies, signs, spare parts, and other tangible personal property and equipment used in the operation of the Improvements or installed, located or situated on the Property as of the Effective Date, including without limitation those items listed on EXHIBIT J (collectively, the “Personal Property”);
(d) Seller’s interest in all (i) management agreements, (ii) maintenance, repair, service and pest control contracts (including but not limited to janitorial and landscaping agreements), and (Aiii) all rightother contracts pursuant to which services or goods are provided to the Property (collectively, title and the “Service Contracts”) as the same are listed in EXHIBIT B; provided Purchaser shall be obligated at Closing to purchase only those Service Contracts which are Continuing Contracts pursuant to Section 3.6 hereof.
(e) Seller’s interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims guaranties and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions bonds relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property Improvements or the Personal Property Property, to the extent same are assignable, and all site plans, surveys, plans and specifications (to the extent Seller owns and has rights to transfer such property) (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
SALE OF PROPERTY. 1.1 Subject to the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller all of the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in ▇▇▇▇ County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest of Seller, if any, in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road, alley, easement or right of way, open or proposed, in, on, across, abutting or adjacent to the Land.
1.1.2 All buildings, improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in all security or other deposits, if any, held by Seller in connection with the Tenant Leases;
1.1.5 All rights, titles and interests of Seller in and to service contracts, maintenance contracts, equipment leases and similar contracts relating to the Land, the Improvements or the Personal Property (collectively, "CONTRACTS");
1.1.6 All permits (including without limitation certificates of occupancy), licenses and approvals relating to the “Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All warranties, guaranties and bonds relating to the Land, the Improvements or the Personal Property (collectively, "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies of any kind that relate to the Land, the Improvements, or the Personal Property”): ;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used in the continuing operation of the Improvements;
1.1.10 All rights, titles or interests of Seller in and to the name "College Club Apartments" or similar name (i) Seller’s fee simple the "NAME");
1.1.11 All right, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein Submission Materials (the “Land”) hereinafter defined); and
1.1.12 Any and all other rights, privileges, easements privileges and appurtenances to the Land owned by Seller and other appurtenances in any way related to, or used in connection with, the development, construction, management, ownership or connected with the beneficial use or enjoyment operation of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. 1.1 Subject to the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller all of the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in ▇▇▇▇ County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest of Seller, if any, in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road, alley, easement or right of way, open or proposed, in, on, across, abutting or adjacent to the Land.
1.1.2 All buildings, improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in all security or other deposits, if any, held by Seller in connection with the Tenant Leases;
1.1.5 All rights, titles and interests of Seller in and to service contracts, maintenance contracts, equipment leases and similar contracts relating to the Land, the Improvements or the Personal Property (collectively, "CONTRACTS");
1.1.6 All permits (including without limitation certificates of occupancy), licenses and approvals relating to the “Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All warranties, guaranties and bonds relating to the Land, the Improvements or the Personal Property (collectively, "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies of any kind that relate to the Land, the Improvements, or the Personal Property”): ;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used in the continuing operation of the Improvements;
1.1.10 All rights, titles or interests of Seller in and to the name "University Club Apartments of Tallahassee" or similar name (i) Seller’s fee simple the "NAME");
1.1.11 All right, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein Submission Materials (the “Land”) hereinafter defined); and
1.1.12 Any and all other rights, privileges, easements privileges and appurtenances to the Land owned by Seller and other appurtenances in any way related to, or used in connection with, the development, construction, management, ownership or connected with the beneficial use or enjoyment operation of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell sell, convey, assign, transfer and deliver to Buyer and Buyer agrees to purchase purchase, acquire and take from Seller all of the following described property (collectivelythe property described below sometimes hereinafter being collectively called the "Property"):
A. All of Seller's right, the “Property”): (i) Seller’s fee simple title and interest in and to that real property located in the land being City of Laguna Niguel, County of Orange, and State of California, more particularly described on Addendum A Exhibit "A" attached hereto and incorporated herein (the “Land”) and hereby made a part hereof, together with all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas hereditaments and hydrocarbonsappurtenances thereunto belonging or in any way appertaining, and all right, title buildings and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Landimprovements situated thereon, if any, together with all Improvementsany (hereinafter collectively called the "Subject Premises").
B. All furniture, fixtures, easementsequipment, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas appliances and other improvements items of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building Subject Premises and now located upon the Subject Premises, if any.
C. Seller's interest in all leases, lease guarantees and tenancies for the Subject Premises, as well as any refundable security deposits made by tenants of the Subject Premises, to be adjusted for new deposits collected by Seller and deposits refunded or the Land (“Personal Property”); (iv) all intangible propertypaid by Seller.
D. All of Seller's right, title and interest, if any, now or hereafter ownedin and to any assignable licenses, controlled or held by Seller between permits, service contracts, and all other contracts affecting the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all .
E. All Seller's right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rightsinterest, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, non-exclusive business and trade name "Crown Cabot Financial Center" under which the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts Subject Premises have been managed and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Selleroperated.
Appears in 1 contract
SALE OF PROPERTY. 1.1 Subject to the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller all of the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in ▇▇▇▇ County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest of Seller, if any, in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road, alley, easement or right of way, open or proposed, in, on, across, abutting or adjacent to the Land.
1.1.2 All buildings, improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in all security or other deposits, if any, held by Seller in connection with the Tenant Leases;
1.1.5 All rights, titles and interests of Seller in and to service contracts, maintenance contracts, equipment leases and similar contracts relating to the Land, the Improvements or the Personal Property (collectively, "CONTRACTS");
1.1.6 All permits (including without limitation certificates of occupancy), licenses and approvals relating to the “Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All warranties, guaranties and bonds relating to the Land, the Improvements or the Personal Property (collectively, "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies of any kind that relate to the Land, the Improvements, or the Personal Property”): ;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used in the continuing operation of the Improvements;
1.1.10 All rights, titles or interests of Seller in and to the name "The Greens at College Club" or similar name (i) Seller’s fee simple the "NAME");
1.1.11 All right, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein Submission Materials (the “Land”) hereinafter defined); and
1.1.12 Any and all other rights, privileges, easements privileges and appurtenances to the Land owned by Seller and other appurtenances in any way related to, or used in connection with, the development, construction, management, ownership or connected with the beneficial use or enjoyment operation of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. 1.1 Subject to the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller all of the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in ▇▇▇▇ County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest of Seller, if any, in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road, alley, easement or right of way, open or proposed, in, on, across, abutting or adjacent to the Land.
1.1.2 All buildings, improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in all security or other deposits, if any, held by Seller in connection with the Tenant Leases;
1.1.5 All rights, titles and interests of Seller in and to service contracts, maintenance contracts, equipment leases and similar contracts relating to the Land, the Improvements or the Personal Property (collectively, "CONTRACTS");
1.1.6 All permits (including without limitation certificates of occupancy), licenses and approvals relating to the “Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All warranties, guaranties and bonds relating to the Land, the Improvements or the Personal Property (collectively, "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies of any kind that relate to the Land, the Improvements, or the Personal Property”): ;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used in the continuing operation of the Improvements;
1.1.10 All rights, titles or interests of Seller in and to the name "The Grove at University Club" or similar name (i) Seller’s fee simple the "NAME");
1.1.11 All right, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein Submission Materials (the “Land”) hereinafter defined); and
1.1.12 Any and all other rights, privileges, easements privileges and appurtenances to the Land owned by Seller and other appurtenances in any way related to, or used in connection with, the development, construction, management, ownership or connected with the beneficial use or enjoyment operation of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. 1.1 Subject to the terms and conditions of this Agreementhereinafter set forth, Seller agrees to shall sell to Buyer Purchaser and Buyer agrees to Purchaser shall purchase from Seller all of the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in Alachua County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest of Seller, if any, in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road, alley, easement or right of way, open or proposed, in, on, across, abutting or adjacent to the Land.
1.1.2 All buildings, improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in all security or other deposits, if any, held by Seller in connection with the Tenant Leases;
1.1.5 All rights, titles and interests of Seller in and to service contracts, maintenance contracts, equipment leases and similar contracts relating to the Land, the Improvements or the Personal Property (collectively, "CONTRACTS");
1.1.6 All permits (including without limitation certificates of occupancy), licenses and approvals relating to the “Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All warranties, guaranties and bonds relating to the Land, the Improvements or the Personal Property (collectively, "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies of any kind that relate to the Land, the Improvements, or the Personal Property”): ;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used in the continuing operation of the Improvements;
1.1.10 All rights, titles or interests of Seller in and to the name "University Club Apartments" or similar name (i) Seller’s fee simple the "NAME");
1.1.11 All right, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein Submission Materials (the “Land”) hereinafter defined); and
1.1.12 Any and all other rights, privileges, easements privileges and appurtenances to the Land owned by Seller and other appurtenances in any way related to, or used in connection with, the development, construction, management, ownership or connected with the beneficial use or enjoyment operation of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. Subject Seller agrees to sell and convey and Buyer agrees to purchase, subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer (a) all that certain piece, parcel or tract of land located in the County of Kings, City and Buyer agrees to purchase from Seller all State of the following New York, as more fully described property (collectivelyon Exhibit “A” annexed hereto, the “Property”): and known 4▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, together with (i) Seller’s fee simple title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) and all easements, covenants, agreements, rights, privileges, easements development rights and appurtenances thereto and (ii) all right, title and interest, if any, of the Seller in and to any land lying in the bed of any street, road or avenue open or proposed in front of or adjoining said premises to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbonscenterline thereof, and all right, title and interest of the Seller in any award made or to be made in lieu thereof and in and to all highways, roads, streets, alleys any unpaid award for damage to said premises by reason of change of grade of any street (the “Land”); (b) certain development rights and other public rights of way and thoroughfares benefits conveyed to Seller’s predecessor in title pursuant to a Zoning Lot Development and all water courses or water bodies adjacent toEasement Agreement dated February 4, abutting or serving 2014 and recorded on February 26, 2014 as CRFN 2014000070415 (the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto“Excess Development Rights”); (iic) all buildings located upon the Landbuilding (the “Building”), and all other structures, improvements, fixtures, parking areas facilities, installations and other improvements systems of any every kind or nature whatsoever and description now or hereafter located on hereinafter in, on, over and under the Land (the “Improvements”; and together with the Land and Excess Development Rights, collectively, the “Subject Premises”); (d) all furniture, furnishings, equipment, machinery, appliances and any other tangible personal property of every kind and description in, on, over and under the Subject Premises owned by Seller and not owned by tenants under the Leases (as hereinafter defined) (collectively, the “BuildingPersonal Property”) as more particularly set forth on Exhibit “F” attached hereto; (e) the Land and Building are referenced herein collectively asmanagement, service equipment, supply, security, maintenance, concession or other agreements with respect to or affecting the Subject Premises (collectively, the “Real PropertyService Agreements”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, which are then in effect and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership not terminated as of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing Date (as hereinafter defined); (f) any and all guaranties, solely in connection with licenses, approvals, certificates, permits, consents, authorizations, variances and warranties relating to the Building Subject Premises (collectively, the “Permits and the Personal Property, including, but not limited to Licenses”); (Ag) all right, title and interest of Seller in and to the Leases; and (h) any and all unexpired assignable warrantieslogos, guaranties, bonds, claims designs and any other intellectual property rights, if any, relating related to the Real Property or Subject Premises (the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); ) (v(a) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto through (h) above hereinafter collectively called the “LeasesProperty”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
SALE OF PROPERTY. Subject to the terms and conditions of this AgreementAgreement and the Closing Documents, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all of the following described property (collectively, the “Property”): (i) Seller’s fee simple title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leasesin and to the following property (collectively, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “LeasesProperty”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms Permitted Exceptions:
(a) the Hotel;
(b) the Leasehold Interests;
(c) the FF&E;
(d) the Operating Equipment;
(e) the Consumables;
(f) the Food and Beverage Inventory;
(g) the Inventory;
(h) the Contracts, to the extent assignable;
(i) the Bookings;
(j) the Licenses and Permits, to the extent assignable;
(k) the Intangible Property, to the extent assignable;
(l) the Hotel Records;
(m) the Easements;
(n) the Warranties; and
(o) the Protected Personal Property to the extent Seller has the right to transfer without any representation or warranty that Seller has the right to transfer. Notwithstanding anything to the contrary in this Agreement, the Property shall not include: (i) the Protected Materials; (ii) the Leased Personal Property; (iii) items of personal property owned by Hotel Manager, Franchisor, Employees, Leased Employees, guests of the Hotel or other third parties; (iv) tax deposits, utility deposits and other deposits held by parties other than Seller; (v) any tax, insurance, FF&E, capital improvement, working capital and/or other escrows, impounds, accounts or reserves held by Seller’s lender, Hotel Manager or any other party (including any Replacement Reserve Fund established or maintained by Seller under Section 4.3.3 of the Ground Lease); (vi) any portion of or interest in the Protected Personal Property that certain Ground Lease Agreement Seller does not have the right to transfer: and (vii) all notes and other evidence of indebtedness (other than related to Accounts Receivable) issued to Seller as of the Closing Date. In consideration therefor, Buyer shall pay to Seller Thirty Two Million Two Hundred Thousand and No/100 Dollars ($32,200,000.00) (the “LeasePurchase Price”), by subject to certain closing adjustments and between prorations pursuant to Article 5 hereof. The Purchase Price shall be paid in accordance with the terms of Section 2.4 hereof. Seller (or its predecessor in interest and Buyer shall exercise commercially reasonable efforts to agree to the allocation of the Purchase Price among the Real Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the items of tangible Personal Property does and the items of intangible Personal Property. If Buyer and Seller cannot include agree upon the allocation of the Purchase Price, each party shall file federal, state and local returns based on each party’s own determination of the proper allocations of the Purchase Price, each bearing its own consequences of any trademarks or trade names discrepancies. A portion of Sellerthe Purchase Price allocated to the Personal Property shall be further allocated to the Liquor License and Alcoholic Beverages, if required pursuant to Section 8.8. SECTION 2.2. Intentionally Omitted.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Blackstone Real Estate Income Trust, Inc.)
SALE OF PROPERTY. Subject a. On the Closing Date, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller (i) the Real Property, (ii) all of Seller's right, title and interest in and to the following fixtures, furnishings, furniture, equipment, machinery, inventory, appliances and other tangible and intangible personal property in each case located at the Real Property or used in connection with the operation thereof, but specifically excluding the Excluded Property (Seller's right, title and interest in and to the property that is described property in this clause (ii) being referred to herein as the "Personal Property"), (iii) all of Seller's right, title and interest (if any) in, to and under the warranties, permits, licenses, certificates of occupancy, and approvals in each case relating to the Real Property to the extent legally transferable, (iv) all of Seller's right, title and interest in, to and under the Scholastic Lease and in, to and under any other leases, licenses and occupancy agreements in each case demising space at the Real Property to the extent Seller becomes the landlord thereunder (collectively, together with any amendments or modifications thereto, the “"Leases"), which are in effect on the Closing Date, together with the security deposit in favor of Seller under the Scholastic Lease (except to the extent that such security is applied during the Pre-Closing Period in accordance with the terms of the Scholastic Lease), (v) all of Seller's right, title and interest in, to and under any easements, rights of ingress and egress, rights of way, appurtenances, sidewalks, alleys, strips, gores and other rights in each case pertaining to the Real Property”): , (ivi) all of Seller’s fee simple 's right, title and interest in and to zoning rights, air rights, development rights and other general intangible property, in each case relating to the Real Property, (vii) all of Seller's right, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (lying in the “Land”) and all rightsbed of any street, privilegeshighway, easements and appurtenances to the Land owned by Seller and other appurtenances used road or connected with the beneficial use avenue, opened or enjoyment proposed, public or private, in front of or adjoining the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, center line thereof and irrevocable licenses running (viii) any award or payment made or to be made in favor lieu of any of the owner of the Land foregoing or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) portion thereof (the Land and Building are referenced property that is described in clauses (i) through (viii) being collectively referred to herein collectively as, as the “Real "Property”"); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by .
b. Seller and used solely in connection with Purchaser acknowledge and agree that the maintenance, operation and ownership value of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectivelythat is included in the transaction contemplated by this Agreement is de minimis, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all no part of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of SellerPurchase Price is allocable thereto.
Appears in 1 contract
SALE OF PROPERTY. Subject For and in consideration of the receipt of the Purchase Price, as set forth below, and the covenants and promises hereinafter set forth, including but not limited to the terms and conditions independent consideration of Buyer expending funds to review the feasibility of this Agreementpurchase, Seller agrees Sellers agree to provide Buyer with the rights set forth in Section 8 herein and elsewhere, and Sellers agree to sell to Buyer Buyer, and Buyer ▇▇▇▇▇ agrees to purchase from Seller Sellers, all of the following described property (collectively, the “Property”): (i) Seller’s fee simple ):
A. The land, improvements thereon, easements, rights of way, permits, and leases, and other real property interests owned by Sellers and used or useful for operation of a sewer system in the System area depicted on EXHIBIT A and/or generally described in EXHIBIT B, attached hereto, located in San ▇▇▇▇ Obispo County, California;
B. All of Sellers’ sewer service facilities, including but not limited to: all sewer lines, pipes, lagoon(s), treatment plant(s), pump/lift station(s), tanks, meters, valves, manholes, and any other appurtenances of the sewer system, and all machinery, equipment, supplies and other tangible items owned by Sellers and used in connection with the sewer system;
C. Any additional tools, devices, vehicles, mobile work equipment, furniture, fixtures, machinery, supplies and other tangible items, if any, located in San ▇▇▇▇ Obispo County, California, owned by Sellers and used or held for use in connection with the System as described in EXHIBIT C, attached hereto;
D. All of Sellers’ rights, title and interest in and to the land being more particularly described on Addendum A attached hereto and incorporated herein (the “Land”) and all rights, privileges, easements and appurtenances to the Land owned by Seller and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbonsto, and all righttheir respective obligations (if any) from and after the Closing under, those agreements set out and described in EXHIBIT D, attached hereto;
E. All of Sellers’ rights, title and interest of Seller in and to all highwaysto, roadsand their respective obligations (if any) from and after the Closing under, streets, alleys and other public rights of way and thoroughfares any and all water courses warranties, bonds or water bodies adjacent other financial assurances or guaranties, pertaining to, abutting allocable to or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor arising out of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services tosewer service and/or the System;
F. All of Sellers’ inventory, or otherwise relating merchandise, and supplies pertaining to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), sewer service; and
G. All assets owned by Sellers and not described above which are assumed contracts located in San ▇▇▇▇ Obispo County, California, and used or useful to operate the System, expressly excepting therefrom, and from any other assets described in the paragraphs above of this Section, any and all cash, cash equivalents and banking deposits in existence prior to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectivelyClosing, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (accounts receivable accrued prior to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlordClosing, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Sellercustomer deposits held by Sellers.
Appears in 1 contract
Sources: Agreement for Sale of Utility System
SALE OF PROPERTY. A. Subject to and upon the terms and conditions set forth in this Agreement, each Seller agrees to sell, assign, transfer, deliver and convey to Buyer, and Buyer agrees to purchase, acquire and accept from each Seller, all of each Seller's right, title, and interest in the Building or the Parcel, as the case may be, which it owns, as set forth in the Recitals above for the purchase price hereinafter set forth.
B. Buyer agrees to pay to each Seller and each Seller agrees to accept as the purchase price for its Building or the Parcel, as the case may be, the following sum: Property Price -------- ----- International Court I Building $12,020,000 International Court II Building $23,100,000 International Court III Building $ 7,880,000 Parcel $ 2,000,000 Each of the foregoing sums is sometimes hereinafter referred to as the "Individual Purchase Price" for the Building or the Parcel designated opposite such sum, and the sum of all of them, being Forty-Five Million Dollars ($45,000,000.00), is sometimes hereinafter referred to as the "Purchase Price".
C. Each Seller agrees to sell, convey, assign and transfer as part of this Agreement, Seller agrees with respect to sell its Building or the Parcel, as the case may be, the following:
(1) All open parking areas and improvements, including without limitation, all mechanical, electrical, heating, ventilation, air conditioning and plumbing fixtures, systems and equipment as well as all compressors, engines and elevators, if any; and
(2) All leases and other agreements with respect to Buyer the occupancy of the Building or the Parcel, together with all amendments and Buyer agrees modifications thereto ("Leases"), and rents, additional rents, reimbursements, profits, income and receipts with respect to purchase from Seller the period commencing on the date of Closing and continuing thereafter as set forth below, and Security Deposits, as hereinafter defined, thereunder and all of the following described property (collectivelySeller's right, the “Property”): (i) Seller’s fee simple title and interest in and to those contracts and agreements for the land being more particularly described on Addendum A attached hereto servicing, maintenance and incorporated herein operation of the Building or the Parcel (the “Land”"Service Contracts") and all rights, privileges, easements and appurtenances to the Land extent Buyer elects to assume same as provided in Paragraph 3.D. herein; and
(3) All right, title and interest, if any, of the Seller in and to those certain fixtures, equipment, furniture and other items of personal property affixed to or appurtenant to the Building or the Parcel owned by Seller and other appurtenances constituting either a part of a Building or the Parcel or used or connected with in the beneficial use or enjoyment of the Landoperation thereof, including, without limitation, all mineral rightscarpets, easements, rights-of-way, gas and hydrocarbons, and all right, title and interest of Seller in and to all highways, roads, streets, alleys drapes and other public rights of way furnishings; maintenance equipment and thoroughfares and tools, all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easementsmachinery, rights-of-waytransformers, privileges apparatus, fittings, freezing, lighting, laundry, incinerating and appurtenances relating power equipment and apparatus, all engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire prevention and fire extinguishing and refrigerating equipment and apparatus; shades, blinds, awnings, screens, storm doors and windows, cabinets, partitions, ducts and compressors, rugs, furniture and furnishings, hot water heaters, garbage receptacles and containers above and below ground, keys to locks on or in the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the LandBuilding, and all other improvementsmachinery, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinerymeters, appliancesboilers, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other suppliesrepair parts, fixtures and tangible personal property of every kind and tangible property character and all accessions and additions thereto owned by and in the possession of Seller and attached to or located upon and used solely in connection with the ownership, maintenance, or operation and ownership of the Building or the Land Parcel which are not the property of Tenants of the Building or of other persons (“the "Personal Property”") (As used in this Agreement, the term "Tenant" shall mean any and all occupants of the Building or the Parcel.); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.and
Appears in 1 contract
SALE OF PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer Buyer, and Buyer agrees to purchase and acquire from Seller all of the following described property (collectivelySeller, the “Property”): (i) Seller’s fee simple title and interest in and to the land being more particularly located at 3500 – ▇▇▇▇ ▇. ▇▇▇▇▇▇ Avenue, Chicago, Illinois, known as ▇▇▇▇▇▇ Plaza (the “Shopping Center”), legally described on Addendum Exhibit A attached hereto and incorporated herein made a part hereof (the “Land”), with all improvements thereon including two (2) and retail buildings containing a total of approximately 92,806 square feet (the “Improvements”), together with all rights, privileges, easements and appurtenances to the Land owned by Seller thereto, including any and other appurtenances used or connected with the beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easementsdevelopment rights, air rights-of-way, gas and hydrocarbons, the like and all right, title and interest of Seller in and to all highwaysstrips and gores and any land lying in the bed of any street, roadsroad or alley, streetsopen or proposed, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving adjoining the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon together with an assignment of Seller’s interest as lessor in the Land, leases (the “Leases”) with the tenants in possession in the Shopping Center (the “Tenants”) described on the rent roll delivered to Buyer in connection with this Agreement and all other improvements, fixtures, parking areas amendments and other improvements modifications thereto and the benefit of any kind or nature whatsoever now or hereafter located on the Land (collectivelyguaranties thereof and all unapplied security deposits and unapplied prepaid rent, the “Building”) (the Land and Building are referenced herein collectively asif any thereunder, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies of any kind, and other supplies, fixtures and personal and tangible property owned by Seller and used solely in connection together with the maintenance, operation and ownership of the Building or the Land (“Personal Property”); (iv) all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warrantiestangible personal property owned by Seller and now or hereafter used in connection with the operation, guarantiesownership, bondsmaintenance, claims and rightsmanagement or occupancy of the Shopping Center, if any, including, without limitation, the equipment, machinery, furniture, furnishings and supplies, but excluding any items of personal property owned by tenants at or on the Land and further excluding any items of personal property owned by third parties and leased to Seller (the “Personal Property”), warranties relating to the Real Property or the Personal PropertyShopping Center, Service Contracts (Bas hereinafter defined) all air rightswhich are being assumed by Buyer, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with the Building and the Land, (D) assignable licenses and other governmental permits and permissions licenses relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and to the extent Seller’s interest thereunder is assignable; (all of the foregoing are collectivelyProperty, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under if any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (to the extent not applied to restoration) relating to the Propertyassignable and at Buyer’s sole cost and expense), subject to the terms of that certain Ground Lease Agreement and all easements, rights and privileges appurtenant thereto (collectively, the “LeaseProperty”), by and between Seller (or its predecessor in interest to the Property), as landlord, and Buyer (or its predecessor in interest to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
SALE OF PROPERTY. Subject to At the terms and conditions of this AgreementClosing, Seller agrees to sell sell, convey, transfer, assign, and deliver to Buyer Purchaser, and Buyer Purchaser agrees to purchase from Seller, the Property, with limited warranty of title, Seller all warranting title for the duration of its ownership of the following described property Property, but not otherwise, for the sum of Six Million Five Hundred Thousand and No/100 (collectively, the “Property”): $6,500,000.00) Dollars cash (i) Seller’s fee simple title "Cash Consideration"). Each of Seller and interest in Purchaser acknowledge and agree that no representations or warranties have been made by Seller with respect to the land being more particularly described on Addendum A attached hereto Property, or the transaction contemplated by this Agreement other than those expressly set forth in Article 4 of this Agreement. Purchaser acknowledges that Purchaser will undertake an independent inspection of the Property and incorporated herein (the “Land”) and all rightsagrees that, privileges, easements and appurtenances subject to the Land owned by representations and warranties of Seller and other appurtenances used or connected set forth in said Article 4, Purchaser is purchasing the Property absolutely "AS IS, WHERE IS" in its present state of condition, with the beneficial use or enjoyment of the Landall faults, including, without limitation, all mineral rights, easements, rights-of-way, gas and hydrocarbonsincluding latent defects, and all right, title and interest of Seller in and to all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses makes no representations or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or studies warranties of any kind, express, implied or statutory, as to the condition of the Property. Purchaser is not relying on any representations or warranties of Seller except as may be expressly set forth in this Agreement. The act of sale transferring the Property shall contain the following provisions: THIS PROPERTY IS SOLD by Vendor and purchased by Purchaser "AS IS, WHERE IS" and "WITH ALL FAULTS," with no warranty of condition whatsoever, either expressed or implied, even for the return of the purchase price, with Purchaser expressly waiving any and all other supplieswarranties, fixtures and personal and tangible property owned by Seller and used solely in connection including those pertaining to fitness for a particular use, soil conditions, zoning or other use restrictions, compliance with the maintenance, operation and ownership provisions of the Building Americans with Disabilities Act, or any environmental matters, as well as those warranties against hidden, latent, or redhibitory defects. Without limitation of the Land (“Personal Property”); (iv) all intangible propertygenerality of the foregoing, if any, now or hereafter owned, controlled or held by Seller between the date hereof Purchaser hereby expressly waives and the Closing (as hereinafter defined), solely in connection with the Building renounces any and the Personal Property, including, but not limited to (A) all right, title and interest of Seller in and to all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building, (C) all rights to obtain utility service in connection with or claims which it has or may have for redhibition, reduction of the Building and purchase price, and/or quanti minoris, whether under articles 2520 et seq. of the Land, (D) assignable licenses and other governmental permits and permissions relating to Louisiana Civil Code or otherwise. Purchaser has inspected the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or maintenance of, the provision of services to, or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and property to the extent Seller’s interest thereunder it deems necessary and is assignable; (all satisfied with the condition thereof. Purchaser acknowledges and declares that neither the Vendor nor any party, whomsoever, acting or purporting to act in any capacity whatsoever on behalf of the foregoing are collectivelyVendor has made any direct, “Intangible Property”); (v) all indirect, explicit or implicit statement, representation or declaration, whether by written or oral statement or otherwise, and upon which Purchaser has relied, concerning the existence or non-existence of Seller’s rightany quality, title characteristic or condition of the property herein conveyed. Purchaser has had full, complete and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in or to condemnation awards and insurance proceeds (unlimited access to the extent property herein conveyed for all tests and inspections which Purchaser, in its sole discretion deems sufficiently diligent for the protection of its interests. Purchaser acknowledges and agrees that the foregoing disclaimer and waiver of warranties have been fully explained to Purchaser and that Purchaser understands the same. Purchaser and Vendor jointly acknowledge and agree that the foregoing waivers and disclaimers are of the essence of this transaction and the same would not applied to restoration) relating to the Property, subject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (otherwise have been entered into or consummated. By its predecessor in interest to the Property), as landlordsignature Purchaser expressly acknowledges all such waivers, and Buyer (its exercise of Purchaser's right to waive warranty pursuant to Louisiana Civil Code Articles 2503 and 2548. ________ Purchaser hereby acknowledges that the waiver of Purchaser's warranty contained in Purchaser's this document has Initials been fully explained to Purchaser by Purchaser's attorney and/or the closing notary, and Purchaser understands that by completing the sale containing these terms Purchaser is giving up its rights to get any money back or its predecessor compensation from the Vendor in interest the event Purchaser discovers problems with the property, or any part of or equipment located or used on the property. Understanding this, Purchaser agrees to such Lease), as tenant. Notwithstanding the foregoing, the Property does not include any trademarks or trade names of Seller.this provision
Appears in 1 contract