Sale of the Properties Clause Samples

Sale of the Properties. Upon and subject to the terms and conditions herein contained, Sellers agree to sell, transfer, assign and convey to Buyer, and Buyer agrees to purchase from Sellers each Seller’s interest in: (a) the Land, (b) the buildings and other improvements, if any, located on the Land (the “Buildings”), and (c) except to the extent otherwise set forth herein, all of the other tangible and intangible property owned by Sellers in, on, attached to, appurtenant to, and used in the operation or maintenance of, the Land or the Buildings, including, without limitation, development rights and air rights, if any (collectively with the Land and the Buildings, the “Properties” and, each a “Property” or an “Individual Property”). The sale of the Properties shall include, without limitation, the following: (a) Sellers’ interests as landlord under all leases, licenses and other occupancy agreements for space in the Buildings reflected in the tenant list attached as Exhibit B hereto (as the same may be amended, modified, renewed or extended in accordance with the terms of this Agreement, the “Leases”), together with all leases and other occupancy agreements relating to the Buildings entered into by Sellers after the Effective Date in accordance with the terms of this Agreement, to the extent the Leases do not expire or are not terminated prior to the Closing Date (as hereinafter defined) in accordance with the terms of this Agreement; (b) Sellers’ interests, if any, in all refundable security deposits, whether in the form of cash, letters of credit or other security, and, except as provided herein, advance rental payments held by Sellers in connection with the Leases, received from the tenants listed in Exhibit B attached hereto together with all other tenants pursuant to leases and other occupancy agreements relating to the Buildings entered into by Sellers after the Effective Date in accordance with the terms of this Agreement (the “Tenants”), including all accrued interest thereon which Tenants are entitled to receive; (c) Sellers’ interests, if any, in all licenses, permits, certificates, approvals, authorizations, variances and consents (collectively, the “Permits”) issued or granted by governmental and quasi-governmental bodies, officers and authorities exclusively in respect of the ownership, occupancy, use and operation of the Land or the Buildings to the extent assignable; (d) Sellers’ interest in all maintenance, parking management, supply, and other service contracts (...

Sale of the Properties. On August 22, 2007, on request of the Worker’s Compensation Agency, the circuit court appointed ▇▇▇▇▇ as receiver of ▇▇▇▇▇▇▇▇▇’▇’ business and property. In March 2008, ▇▇▇▇▇ sought permission to sell ▇▇▇▇▇▇▇▇▇’▇ property on Oak Industrial Drive in Grand Rapids. The circuit court granted him permission to sell the property free and clear of mortgages, liens, and other encumbrances, but required him to pay “all outstanding property tax liabilities.” ▇▇▇▇▇ sold the property, and paid the property’s unpaid property taxes, interest, and penalties out of the proceeds of the sale. In March 2011, ▇▇▇▇▇ sought permission to sell ▇▇▇▇▇▇▇▇▇’▇ 44th Street property. The circuit court’s order permitted him to sell the property free and clear of mortgages, liens, and other encumbrances, but required him to pay the property’s “real property taxes” and to escrow “statutory interest, fees and penalties.” ▇▇▇▇▇ sold the property in compliance with the order. 1 MCL 207.551 et seq.

Sale of the Properties. Subject to the terms of the Addendum attached hereto, Buyer agrees to purchase and accept from Sellers, and Sellers agree to sell, convey and assign to Buyer, all of the Properties on the terms and subject to the conditions set forth herein.

Sale of the Properties. Buyer agrees to purchase and accept from Seller, and Seller agrees to sell, convey and assign to Buyer, both of the Properties on the terms and subject to the conditions set forth herein.

Sale of the Properties. The Members hereby acknowledge, consent, and agree that in the event the Company has not sold the Properties within seven (7) years of the date of closing on the Properties, then the Company shall sell such Property or Properties subject to the Management Agreement, which shall remain in full force and effect provided that the Property Manager is not in default thereunder, and the profits derived from such sale or sales shall be distributed to the Members in accordance with Section 5.2 hereof. Notwithstanding the foregoing, the Company may extend such period with the Approval of the Members.

Sale of the Properties. 1.1 Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement: (a) all those certain plots, pieces and parcels of land located in Princeton, Plainsboro Township, Middlesex County, New Jersey, more particularly described in Schedule 1-A annexed hereto (collectively, the “100 College Road Land”), together with all buildings and other improvements situated on such land (collectively, the “100 College Road Building” and, together with the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Land, the “1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Premises”); (b) all those certain plots, pieces and parcels of land located in Princeton, Plainsboro Township, Middlesex County, New Jersey, more particularly described in Schedule 1-B annexed hereto (collectively, the “150 College Road Land”), together with all buildings and other improvements situated on such land (collectively, the “150 College Road Building” and, together with the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Land, the “1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Premises”); (c) all easements, burdens, rights of way, reservations, privileges, appurtenances, encumbrances and other estates and rights of Seller pertaining to the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Premises (collectively, the “1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Easements”) and/or the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Premises (collectively, the “1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Easements” and, together with the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Easements, the “Included Easements”); (d) all right, title and interest of Seller, if any, in and to all fixtures, machinery, equipment, supplies and other articles of personal property attached or appurtenant to the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Premises and/or the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Premises and/or used in connection with either or both thereof (collectively, the “Personal Property”, and respectively, the “1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Personal Property” and the “1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Personal Property”), which Personal Property, however, shall be subject to depletions, replacements and additions in the ordinary course of business and shall exclude any personal property owned by Seller’s property manager and/or located within Suite 150 of the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Building (an inventory of the fixtures, furnishings and equipment included in the Personal Property, subject to depletions, replacements and additions as hereinbefore set forth, is reproduced as an exhibit to the form of b▇▇▇ of sale attached to this Agreement as Exhibit E hereto); (e) all right, title and interest of Seller, if any, in and to the trade names and ot...

Sale of the Properties. The Operating Partnership intends to hold the Properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning, and operating the Properties and to make such occasional sales of the Properties as are consistent with the Company’s investment objectives. The Company does not currently hold any Properties through any partnerships other than the Operating Partnership. Based primarily on such investment objectives, the Company believes that the Properties should not be considered dealer property (i.e., property held for sale to customers in the ordinary course of business). Whether property is dealer property is a question of fact that depends on the particular facts and circumstances with respect to the particular transaction. No assurance can be given that any property sold by the Company or any of its Partnerships will not be dealer property, or that the Company can comply with certain safe-harbor provisions of the Code that would prevent such treatment. The Company’s share of any gain realized by the Operating Partnership or any other partnerships on the sale of any dealer property generally will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. See “Taxation of the Company — Income Tests — Prohibited Transactions” above. In the event the Company determines that a property, the ultimate sale of which is expected to result in taxable gain, will be held primarily for sale to customers in the ordinary course of a trade or business, the Company intends to cause such property to be acquired by or transferred to a TRS so that gain from such sale will be subject to regular corporate income tax as discussed above under “Taxation of the Company — Effect of Subsidiary Entities — Taxable Subsidiaries.”

Sale of the Properties. (i) During the pendency of this Agreement, Assignee and Assignor each agrees that it shall not, nor shall it directly or indirectly cause the Venture, any Intermediary, or any Property Owner to, solicit offers for the sale of the Properties, or any direct or indirect interest in any of them, or market the Properties for sale, or any direct or indirect interest in any of them. (ii) Without limiting the foregoing, it shall constitute a breach of Assignee’s obligations which is sufficient to entitle Assignor to be paid the ▇▇▇▇▇▇▇ Money as liquidated damages if Assignee during the pendency of this Agreement (x) engages in material, affirmative, and ongoing activities to solicit offers for the sale of any of the Properties, or any direct or indirect interest in any of them, (y) engages a broker to market, sell or solicit offers for sale of the same, or (z) enters into a written agreement to sell any of the Properties, or any direct or indirect interest in any of them.

Sale of the Properties. 12.3.1 If the Authority sells or otherwise disposes of all or part of the Properties, it will do so subject to the provisions of this Lease, unless the Authority and the Lessee agree otherwise in writing.