Common use of Agreement for Purchase and Sale Clause in Contracts

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained herein, the Land and the Improvements, together with: (a) (i) all liberties, privileges, hereditaments, easements, interests, and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Seller’s right, title and interest, if any, in and to all adjoining streets, alleys, roads, passages and public ways (collectively, the “Appurtenant Rights”); and (b) all equipment and fixtures owned by Seller attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements including, but not limited to all intangible property associated with the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies; and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants set forth in Exhibit B attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “Leases”); and (d) To the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreement, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties and indemnities listed in Exhibit C attached hereto which shall survive Closing and by which Purchaser will be bound (collectively, the “Contracts”); and (e) All right, title and interest of Seller. If any, in and to all assignable governmental permits, licenses, certificates and authorizations relating to the use, occupancy or operation of the Land or the Improvements (the “Permits”).

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained herein, the Land and the Improvements, together withwith all of Seller's right, title and interest in and to: (a) (i) all libertiesrights of way, privilegestenements, hereditaments, easements, rights, interests, claims, minerals and mineral rights, water and water rights, utility capacity and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Seller’s 's right, title and interest, if any, interest in and to all adjoining streets, alleys, roads, passages parking areas, curbs, curb cuts, sidewalks, landscaping, signage, sewers and public ways (collectively, the “"Appurtenant Rights”"); and (b) all equipment and fixtures owned by Seller attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements includingImprovements, but not limited to including without limitation all intangible heating, lighting, air conditioning, ventilating, plumbing electrical or other mechanical equipment and the personal property associated with located at the Land or the Improvements includingImprovements, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Sellerif any, and all brochureslisted in Exhibit "B" attached hereto (collectively, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studiesthe "Personal Property"); and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of to the tenants and occupants extent set forth in Exhibit B "C" attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “"Leases”"); and (d) To to the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreementall contracts, all of Seller’s right, title and interest in and to contractsTelecommunications Agreements (as hereinafter defined), agreements, guarantees, warranties and indemnities indemnities, written or oral, if any, affecting the ownership, operation, management and maintenance of the Land, Improvements, Appurtenant Rights, Personal Property and Leases, including without limitation those items listed in Exhibit C "D" attached hereto which shall survive Closing and by which Purchaser will be bound (collectively, the “"Contracts”"); and (e) All rightto the extent assignable (i) Seller's right to use the name "University Heights", title (ii) all plans, models, drawings, specifications, blueprints, surveys, engineering reports, environmental reports and interest of Seller. If anyother technical descriptions or materials relating in any way to the Land, in Improvements, Appurtenant Rights, Personal Property, Leases or Contracts, and to (iii) all assignable governmental licenses, franchises, certificates, occupancy and use certificates, permits, licensesauthorizations, certificates consents, variances, waivers, approvals and authorizations relating to the uselike from any governmental or quasi-governmental entity or instrumentality affecting the ownership, occupancy operation or operation maintenance of the Land or the Improvements Improvements, including without limitation the items listed in Exhibit "E" attached hereto (collectively, the “Permits”"Licenses"); and (f) to the extent assignable, all financial statements and maintenance records prepared by or on behalf of Seller in connection with the ownership, operation and maintenance of the Property (as defined below) (collectively, the "Intangibles"). The Land, Improvements, Appurtenant Rights, Personal Property, Leases, Contracts, Licenses and Intangibles and other property described above are collectively referred to herein as the "Property."

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained hereinherein the Interests. Seller acknowledges that by selling the Interests to Purchaser, Purchaser will be receiving all of the Company’s right, title and interest in the Land and the Improvements, together withwith all of the Company’s right, title and interest in and to: (a) (i) all libertiesrights of way, privilegestenements, hereditaments, easements, interests, minerals and mineral rights, water and water rights, utility capacity and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Sellerthe Company’s right, title and interest, if any, interest in and to all adjoining streets, alleys, roads, passages parking areas, curbs, curb cuts, sidewalks, landscaping, signage, sewers and public ways (collectively, the “Appurtenant Rights”); and (b) all equipment and fixtures owned by Seller the Company attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case and/or located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements includingImprovements, but not limited to including without limitation all intangible heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment and the personal property associated with listed in Exhibit B attached hereto (collectively, the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies“Personal Property”); and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants set forth in Exhibit B attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “Leases”); and (d) To the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreement, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties and indemnities indemnities, if any, affecting the ownership, operation, management and maintenance of the Land, Rights and Improvements, Appurtenant Rights, Personal Property and Leases, including without limitation those items listed in Exhibit C D attached hereto hereto, unless terminated pursuant to Section 9(d) (all of which shall survive Closing and by which Purchaser will be bound (collectively, that are not terminated are collectively referred to herein as the “Contracts”); and (ed) All rightall of the Company’s rights and interests (if any) in all promotional materials, title marketing materials, brochures, photographs (collectively, “Promotional Materials”), books, records, tenant data, leasing material and interest forms, past and current rent rolls, files, statements, tax returns, market studies, keys, plans, specifications, reports, tests and other materials of Seller. If any, any kind owned by or in the possession or control of the Company which are or may be used by the Company in the use and to all assignable governmental permits, licenses, certificates and authorizations relating to the use, occupancy or operation of the Land or the Rights and Improvements or Personal Property (collectively, and together with the Promotional Materials, the “PermitsBooks and Records”), subject in all cases to any copyrights and other proprietary rights therein of third parties and without representation or warranty concerning the contents (including without limitation the completeness and accuracy thereof) thereof except as expressly set forth herein. The Land, Rights and Improvements, Appurtenant Rights, Personal Property, Contracts, Licenses, Books and Records and other property described above are collectively referred to herein as the “Property.”

Agreement for Purchase and Sale. 1.1 Seller agrees to sell, transfer, convey, assign and deliver to Purchaser, effective at each Closing (as hereinafter defined) on each Closing Date (as hereinafter defined) and Purchaser agrees to purchase, subject to the terms acquire and conditions contained herein, the Land and the Improvements, together with: (a) (i) all liberties, privileges, hereditaments, easements, interests, and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of accept from Seller’s right, title and interest, if any, in and to all adjoining streets, alleys, roads, passages and public ways (collectively, return for the “Appurtenant Rights”); and (b) all equipment and fixtures owned by Seller attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements including, but not limited to all intangible property associated with the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies; and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants consideration set forth in Exhibit B attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “Leases”); and (d) To the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this AgreementArticle 2 hereof, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties and indemnities listed in Exhibit C attached hereto which shall survive Closing and by which Purchaser will be bound (collectively, the “Contracts”); and (e) All right, title and interest of Seller. If any, Seller in and to the following Leases, Leasehold Improvements, Restaurant Assets, Restaurant Assets Leases, Assigned Contracts and Restaurant Licenses (collectively, the "Assets") sold, transferred, conveyed, assigned and delivered at such Closing: (a) the real property leases described on Exhibit 1 hereto (individually, a "Lease", and collectively, the "Leases") affecting any of the properties listed on Exhibit 2 hereto (individually, a "Property" and collectively, the "Properties"); (b) all assignable governmental permitsleasehold improvements to the Properties (individually, licensesa "Leasehold Improvement", certificates and authorizations collectively, the "Leasehold Improvements"); (c) all building fixtures and equipment owned by Seller, including but not limited to plumbing, electrical, lighting fixtures and paddle fans, heating, ventilation and air conditioning, irrigation, antenna and cable systems; computer hardware (subject to the provisions of Section 1.2 hereof); all restaurant fixtures and equipment owned by Seller, including but not limited to exhaust hoods and fire protection systems, refrigerated coolers and freezers, ice machines, stoves, ovens, microwave ovens, fryers, steamers, grills dish ring, sinks, prep tables, racks, tables, chairs, booths, cash stands, stools, bar, back bar, server stations and other furniture; all smallwares owned by Seller (subject to the provisions of Section 1.2 hereof) including, but not limited to, plates, glasses, cups, baskets, flatware, cookware and utensils; all signs and decor items owned by Seller (subject to the provisions of Section 1.2 hereof); and all other tangible assets of Seller attached or appurtenant to or used in connection with any of the restaurants which are owned or operated by Seller and located at any of the Properties, subject to the provisions of Section 1.2 hereof, free from all liens and encumbrances (collectively, the "Restaurant Assets"); (d) those (and only those) leases or rental agreements listed on Schedule 1.1(d) to be provided hereto by Purchaser (as provided in Section 3.3 hereto) covering certain of the Restaurant Assets (collectively, the "Restaurant Assets Leases"); (e) those (and only those) agreements and contracts, written or oral, listed on Schedule 1.1(e) to be provided hereto by Purchaser (as provided in Section 3.4 hereto), entered into in connection with the conduct, ownership or operation of an "Islands" restaurant operated by Seller at a Property, including those (and only those) service contracts approved and designated by Purchaser to remain in effect and all transferable guarantees and warranties relating to the useRestaurant Assets (the "Assigned Contracts"); and (f) all licenses, occupancy permits, certificates of occupancy, approvals, qualifications, consents and other authorizations owned or held by, or granted to, Seller, necessary or useful for the lawful conduct, ownership and operation of the Land or Properties as restaurants, including without limitation those listed on Schedule 1.1(f) to be provided hereto by Seller (as provided in Section 17.1(o) hereto), other than those licenses, permits, certificates of occupancy, approvals, qualifications, consents and other authorizations which by law are not transferable (collectively, the Improvements (the “Permits”"Restaurant Licenses"). 1.2 No leased or loaned equipment set forth on Schedule 1.2 hereto (including all computer hardware at the Property located in Ft. Lauderdale), accounts receivables, food and beverage inventories, cash, deposits, trademarks, service marks, sign faces (but not sign poles, cans or other similar items which are included in Section 1.1(c) above) or other proprietary items containing the "Islands" name, marks or logos are intended to be, or are being, sold, assigned or transferred hereunder. In addition, Seller shall have the right to retain any computer systems and equipment, smallwares and nonproprietary decor items located at any of the Properties to the extent Purchaser does not intend to utilize such items in connection with its operations. 1.3 Upon the terms and subject to the conditions contained herein, effective on each Closing Date, Purchaser shall assume all obligations and liabilities accruing, arising solely out of, or relating solely to events or occurrences happening after the applicable Closing Date under the Leases, Restaurant Assets Leases and Assigned Contracts assigned to Purchaser at such Closing, but not including any obligation or liability for any breach or any other events or occurrences happening, in whole or in part, prior to such Closing Date under any such Leases, Restaurant

Agreement for Purchase and Sale. Seller agrees to sellsell and cause to be conveyed to Purchaser, and Purchaser agrees to purchase, subject to the terms and conditions contained hereinfollowing property (collectively, the Land and the Improvements, together with:"Project"): (a) (i) all libertiesThe real property located in the City of Atlanta, privileges, hereditaments, easements, interestsState of Georgia, and appurtenancesmore particularly described on Exhibit A annexed hereto (the "Land"), if anytogether with all existing improvements thereon, owned by Seller consisting of an eight story medical office building containing 71.903 rentable square feet, an attached three and in any way belonging or appertaining to one-half story, 194 car parking space, parking garage and an adjoining 76 car parking space, .73 acre surface area parking lot, known collectively as the Land "Sheffield Medical Building", and the Improvements and (ii) all of Seller’s rightlocated at 0000 Xxxxxxxxx Xxxxxx, title and interestX.X., if anyXxxxxxx, in and to all adjoining streets, alleys, roads, passages and public ways Xxxxxxx (collectively, together with the “Appurtenant Rights”Land, called the "Property"); and; (b) all equipment and fixtures owned by Seller attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements including, but not limited to all intangible property associated with the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies; and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants set forth in Exhibit B attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “Leases”); and (d) To the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreement, all of Seller’s 's right, title and interest in and to all Tenant Leases (as hereinafter defined) affecting the Property; (c) All of Seller's right, title and interest in and to all tangible and intangible personal property now or hereafter owned or held by Seller in connection with its ownership of the Project, including but not limited to any leases, contracts, agreementsleasing materials and forms, guaranteeskeys, warranties records and indemnities listed correspondence relating to tenants, security deposits, prepaid rentals, telephone exchange numbers and the use of the name "Sheffield Medical Building"; (d) All of Seller's right, title and interest in Exhibit C attached hereto which shall survive Closing and by which Purchaser will be bound (collectivelyto all easements, licenses, appurtenances, rights, privileges and hereditaments belonging or appertaining to the “Contracts”)Project; and (e) All right, title fixtures and interest articles of Seller. If anypersonal property attached or appurtenant to or used in connection with the Project which are owned by Seller and located at, in and to all assignable governmental permitsor on the Property, licensesincluding, certificates and authorizations relating to without limiting the use, occupancy or operation generality of the Land foregoing, any and all equipment, machinery, computer hardware and software, plumbing, heating and lighting fixtures, mail boxes, surveillance and security systems, watering systems, tools, and maintenance equipment and supplies owned by Seller and located at, in or on the Improvements (the “Permits”)Property.

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained herein, the Land and the Improvements, together withwith all of Seller’s right, title and interest in and to: (a) (i) all libertiesrights of way, privilegestenements, hereditaments, easements, interestswater and water rights, utility capacity and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Seller’s right, title and interest, if any, in and to all adjoining streets, alleys, roads, passages parking areas, curbs, curb cuts, sidewalks, landscaping, signage, sewers and public ways (collectively, the “Appurtenant Rights”); and (b) all equipment and Seller’s fixtures owned by Seller attached to the Improvements Improvements, furniture, appliances and all personal property owned by Seller, if any (the “Personal Property”), in each case equipment located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements includingImprovements, but not limited to including without limitation (i) all intangible heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment and (ii) the personal property associated with listed in Exhibit B attached hereto (collectively, the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies“Personal Property”); and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of to the tenants and occupants set forth listed in Exhibit B C attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “Leases”); and (d) To to the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreement, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties and indemnities indemnities, if any, affecting the ownership, operation, management and maintenance of the Land, Improvements, Appurtenant Rights, Personal Property and Leases, including without limitation those items listed in Exhibit C D attached hereto which shall survive Closing and are not hereafter rejected by which Purchaser will be bound pursuant to Section 9(g) (collectively, the “Contracts”); and (e) All rightto the extent assignable, title all (i) plans, drawings, specifications, blueprints and interest of Seller. If anysurveys relating in any way to the Land, in Improvements, Appurtenant Rights, Personal Property, Leases or Contracts, (ii) licenses, franchises, occupancy and to all assignable governmental use certificates, permits, licensesauthorizations, certificates consents, variances, waivers, approvals and authorizations relating to the uselike from any governmental or quasi-governmental entity or instrumentality affecting the ownership, occupancy operation or operation maintenance of the Land or the Improvements Improvements, and (iii) all intangible rights and property, including, without limitation, the 0000xxxxxxxx.xxx website, all rights of ownership and use of any trade names (excluding Pearlmark or any derivation thereof) used in connection with the Land or Improvements, including without limitation the items listed in Exhibit E attached hereto (collectively, the “PermitsLicenses”). The Land, Improvements, Appurtenant Rights, Personal Property, Leases, Contracts and Licenses and other property described above are collectively referred to herein as the “Property.”

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained hereinherein the Interests. Seller acknowledges that by selling the Interests to Purchaser, Purchaser will be receiving all of the Company's right, title and interest in the Land and the Improvements, together withwith all of the Company's right, title and interest in and to: (a) (i) all libertiesrights of way, privilegestenements, hereditaments, easements, interests, minerals and mineral rights, water and water rights, utility capacity and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Seller’s the Company's right, title and interest, if any, interest in and to all adjoining streets, alleys, roads, passages parking areas, curbs, curb cuts, sidewalks, landscaping, signage, sewers and public ways (collectively, the “"Appurtenant Rights”"); and (b) all equipment and fixtures owned by Seller the Company attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements includingImprovements, but not limited to including without limitation all intangible heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment and the personal property associated with listed in Exhibit B attached hereto (collectively, the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies"Personal Property"); and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants thereof set forth in Exhibit B C attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “"Leases”"); and (d) To the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreementprohibited from being transferred by Purchaser, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties and indemnities indemnities, if any, affecting the ownership, operation, management and maintenance of the Land, Improvements, Appurtenant Rights, Personal Property and Leases, including without limitation those items listed in Exhibit C D attached hereto hereto, unless terminated pursuant to Section 9(d) (all of which shall survive Closing and by which Purchaser will be bound (collectively, that are not terminated are collectively referred to herein as the “"Contracts”"); and (e) All rightto the extent not prohibited from being transferred by Purchaser, title all telephone numbers, plans, drawings, specifications, blueprints and interest of Seller. If anysurveys relating in any way to the Land, in Improvements, Appurtenant Rights, Personal Property, Leases or Contracts, and to all assignable governmental licenses, franchises, occupancy and use certificates, permits, licensesauthorizations, certificates consents, variances, waivers, approvals and authorizations relating to the uselike from any governmental or quasi-governmental entity or instrumentality affecting the ownership, occupancy operation or maintenance of the Land or the Improvements attached hereto (collectively, the "Licenses"); and (f) all of the Company's rights and interests (if any) in all promotional materials, marketing materials, brochures, photographs (collectively, "Promotional Materials"), books, records, tenant data, leasing material and forms, past and current rent rolls, files, statements, tax returns, market studies, keys, plans, specifications, reports, tests and other materials of any kind owned by or in the possession or control of the Company which are or may be used by the Company in the use and operation of the Land or the Improvements or Personal Property (collectively, and together with the “Permits”Promotional Materials, the "Books and Records"), subject in all cases to any copyrights and other proprietary rights therein of third parties and without representation or warranty concerning the contents (including without limitation the completeness and accuracy thereof) thereof except as expressly set forth herein. The Land, Improvements, Appurtenant Rights, Personal Property, Contracts, Licenses, Books and Records and other property described above are collectively referred to herein as the "Property." Notwithstanding anything to the contrary contained herein, the Property specifically excludes any rights to the names "Thor" and/or "Urban".

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained herein, the Land and the Improvements, together withwith all of Seller's right, title and interest in and to: (a) (i) all libertiesBall rights of way, privilegesaccess rights, tenements, hereditaments, easements, interests, minerals and mineral rights, air, water and water rights, oil, gas and other hydrocarbon substances thereon, development rights, solar rights, utility capacity and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Seller’s 's right, title and interest, if any, interest in and to all adjoining streets, alleys, roads, passages parking areas, curbs, curb cuts, sidewalks, landscaping, signage, sewers and public ways (collectively, the “"Appurtenant Rights”"); and (b) all equipment equipment, fixtures, machinery, building materials, furniture, furnishings and fixtures owned by Seller other personal property located on, attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and or used in connection with the ownership, operation and maintenance of the Land or the Improvements including, but not limited to all intangible property associated with the Land or the Improvements that are owned by Seller including, without limitation, (i) all telephone numbers associated with on-site management and leasingheating, all tenant files pertaining to lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment, (ii) the leasing operation of electrical power generator servicing the SellerImprovements located at 0000 Xxxxxxxxxx Xxxxxx (the "Generator"), and all brochures(iii) the personal property listed in Exhibit B attached hereto (collectively, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studiesthe "Personal Property"); and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereofthereof including, regarding all of but not limited to, the tenants lease agreements dated August 24, 1992 and occupants set forth in Exhibit B attached heretoMarch 5, 1986 (jointly and as amended, the "Sun Leases") between Seller's predecessor-in-interest, as landlord, and Sun Microsystems, Inc. (the "Existing Tenant"), as tenant, together with such other leases of the Improvements as may be made prior to the Closing in accordance with the terms of this Agreement (collectively, the “"Leases”"); and (d) To to the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreement, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties (including any and indemnities all warranties for the roof of the improvements located on the Property) and indemnities, written or oral, if any, affecting the ownership, operation, management and maintenance of the Land, Improvements, Appurtenant Rights and Personal Property, including without limitation those items listed in Exhibit C D attached hereto which shall survive Closing and by which Purchaser will be bound (collectively, the “"Contracts”"); and (e) All rightto the extent assignable, title all (i) plans, drawings, specifications, blueprints, surveys, engineering reports and interest other technical descriptions or materials relating in any way to the Land, Improvements, Appurtenant Rights, Personal Property, Leases or Contracts, and (ii) licenses, franchises, certificates of Seller. If anyoccupancy and use, in and to all assignable governmental permits, licensesauthorizations, certificates consents, variances, waivers, approvals and authorizations relating to the uselike from any governmental or quasi-governmental entity or instrumentality affecting the ownership, occupancy operation or operation maintenance of the Land or the Improvements Improvements, including without limitation the items listed in Exhibit E attached hereto (collectively, the “Permits”"Licenses"); and (f) to the extent assignable, all plans, drawings, specifications and maintenance records prepared by or on behalf of Seller in connection with the ownership, operation and maintenance of the Property (as defined below), (collectively, the "Intangibles"). The Land, Improvements, Appurtenant Rights, Personal Property, Leases, Contracts, Licenses and Intangibles and other property described above are collectively referred to herein as the "Property."

Agreement for Purchase and Sale. Seller agrees to sell, grant, convey and deliver to Purchaser, and Purchaser agrees to purchase, subject to purchase and accept the Conveyed Property for the Purchase Price (as defined in Section 2.4 below) and on the terms and conditions contained set forth herein, together with the legal and/or beneficial rights to the following pertaining to the Conveyed Property: a. The Land and the Improvementsall buildings and other improvements situated thereon, together with: (a) (i) all liberties, privileges, hereditaments, easements, interests, and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Seller’s right, title and interest, if any, in and to all adjoining streets, alleys, roads, passages and public ways (collectively, the “Appurtenant Rights”); and (b) all equipment and fixtures owned by Seller attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements including, but not limited to all intangible property associated with the Land or the Improvements includingclubhouses, without limitationmaintenance buildings, all telephone numbers associated with on-site management and leasinggolf practice facilities, all tenant files pertaining to the leasing operation of the Sellertennis facilities, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies; and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants set forth in Exhibit B attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement swimming facilities (collectively, the “LeasesImprovements”) (hereinafter the Land and Improvements thereon shall collectively be referred to as the “Property”); and; (d) To b. All and singular the extent assignablerights and appurtenances pertaining thereto, including, but not limited to, any right, title and interest of Seller in and to adjacent streets, roads, alleys, easements and rights-of-way; c. All Tangible Personal Property and other personal property located on the Property, including, but not limited to, the tangible personal property more particularly described on Exhibit “B” attached hereto and made a part hereof, excluding the Pro Shop Inventory; d. All of Seller’s other permits, rights, licenses, interests and properties pertaining thereto, to the extent not terminated in accordance with Section 9(d) of this Agreementthe same are assignable, including, without limitation, all of Seller’s right, title and interest in and to contractsall water and sewer connections, agreementsdevelopment rights, guaranteesincluding any vested rights, warranties concurrency rights, zoning rights and indemnities listed site plan rights relating thereto, including without limitation the permits and licenses more particularly described in Exhibit C “I” attached hereto which shall survive Closing and by which Purchaser will be bound made a part hereof (the “Permits and Licenses”); e. All water rights, riparian rights, appropriative rights, water allocations and water stock, or equivalent (collectively, the “ContractsWater Rights”); and; (e) f. All of Seller’s right, title and interest of Seller. If (if any, ) in and to all assignable governmental permitsminerals, licensesoil, certificates gas and authorizations relating other hydrocarbons located in or beneath the Land, along with all rights to surface and subsurface entry (collectively, the “Mineral Rights”); g. All rights in and to any Intangible Property at or related to the useProperty (including the Liquor Licenses); h. All rights in and to the Property; and i. All product and service warranties and guaranties. The above-described Land, occupancy or operation Improvements, Tangible Personal Property, Permits and Licenses, Water Rights, Mineral Rights, Intangible Property, appurtenances, personalty, property, rights, interests and properties and property referenced in Subsections a through i of the Land or the Improvements (this Section 2.1 are hereinafter collectively sometimes referred to as the “PermitsConveyed Property” (which is synonymous with the “Club Facilities”). The Conveyed Property shall exclude the Excluded Assets.

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained herein, the Land and the Improvements, together with: (a) (i) all liberties, privileges, hereditaments, easements, interests, and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Seller’s right, title and interest, if any, in and to all adjoining streets, alleys, roads, passages and public ways (collectively, the “Appurtenant Rights”); and (b) all equipment and fixtures owned by Seller attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements including, but not limited to to: (i) any trademarks, trade names, domain names, websites, internet addresses, logos and other means of property identification associated with the Land or the Improvements; and (ii) all other intangible property associated with the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, leasing and all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies; and (c) All all of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, to tenants as tenants only, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants set forth in Exhibit B attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “Leases”); and (d) To to the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreement, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties and indemnities listed in Exhibit C attached hereto which shall survive Closing and by which Purchaser will be bound (collectively, the “Contracts”); and (e) All right. The Land, title Improvements, Appurtenant Rights, Personal Property, Leases and interest of Seller. If any, in and Contracts are collectively referred to all assignable governmental permits, licenses, certificates and authorizations relating to the use, occupancy or operation of the Land or the Improvements (herein as the “PermitsProperty.”).

Agreement for Purchase and Sale. Seller agrees to sell, and Purchaser agrees to purchase, subject to the terms and conditions contained hereinherein the Interests. Seller acknowledges that by selling the Interests to Purchaser, Purchaser will be receiving all of the Company’s right, title and interest in the Land and the Improvements, together withwith all of the Company’s right, title and interest in and to: (a) (i) all libertiesrights of way, privilegestenements, hereditaments, easements, interests, minerals and mineral rights, water and water rights, utility capacity and appurtenances, if any, owned by Seller and in any way belonging or appertaining to the Land and the Improvements and (ii) all of Sellerthe Company’s right, title and interest, if any, interest in and to all adjoining streets, alleys, roads, passages parking areas, curbs, curb cuts, sidewalks, landscaping, signage, sewers and public ways (collectively, the “Appurtenant Rights”); and (b) all equipment and fixtures owned by Seller the Company attached to the Improvements and all personal property owned by Seller, if any (the “Personal Property”), in each case and/or located at and used in connection with the ownership, operation and maintenance of the Land or the Improvements includingImprovements, but not limited to including without limitation all intangible heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment and the personal property associated with listed in Exhibit B attached hereto (collectively, the Land or the Improvements including, without limitation, all telephone numbers associated with on-site management and leasing, all tenant files pertaining to the leasing operation of the Seller, and all brochures, manuals, lists of prospective tenants, plans, specifications, drawings, reports and studies“Personal Property”); and (c) All of the interests of the landlord in, to and under all leases, tenancies and rental or occupancy agreements granting possessory rights in, on or covering the Land or Improvements, together with all modifications, extensions, amendments and guarantees thereof, regarding all of the tenants and occupants thereof set forth in Exhibit B C attached hereto, together with such other leases of the Improvements as may be made prior to Closing in accordance with the terms of this Agreement (collectively, the “Leases”); and (d) To the extent assignable, and to the extent not terminated in accordance with Section 9(d) of this Agreement, all of Seller’s right, title and interest in and to contracts, agreements, guarantees, warranties and indemnities indemnities, if any, affecting the ownership, operation, management and maintenance of the Land, Improvements, Appurtenant Rights, Personal Property and Leases, including without limitation those items listed in Exhibit C D attached hereto hereto, unless terminated pursuant to Section 9(d) (all of which shall survive Closing and by which Purchaser will be bound (collectively, that are not terminated are collectively referred to herein as the “Contracts”); and (e) All rightall telephone numbers, title plans, drawings, specifications, blueprints and interest of Seller. If anysurveys relating in any way to the Land, in Improvements, Appurtenant Rights, Personal Property, Leases or Contracts, and to all assignable governmental licenses, franchises, occupancy and use certificates, permits, licensesauthorizations, certificates consents, variances, waivers, approvals and authorizations relating to the uselike from any governmental or quasi-governmental entity or instrumentality affecting the ownership, occupancy operation or maintenance of the Land or the Improvements attached hereto (collectively, the “Licenses”); and (f) all of the Company’s rights and interests (if any) in all promotional materials, marketing materials, brochures, photographs (collectively, “Promotional Materials”), books, records, tenant data, leasing material and forms, past and current rent rolls, files, statements, tax returns, market studies, keys, plans, specifications, reports, tests and other materials of any kind owned by or in the possession or control of the Company which are or may be used by the Company in the use and operation of the Land or the Improvements or Personal Property (collectively, and together with the Promotional Materials, the “PermitsBooks and Records”), subject in all cases to any copyrights and other proprietary rights therein of third parties and without representation or warranty concerning the contents (including without limitation the completeness and accuracy thereof) thereof except as expressly set forth herein. The Land, Improvements, Appurtenant Rights, Personal Property, Contracts, Licenses, Books and Records and other property described above are collectively referred to herein as the “Property.”