Common use of Agreement of Sale and Purchase Clause in Contracts

Agreement of Sale and Purchase. Seller hereby agrees to sell and convey unto, and Purchaser hereby agrees to purchase from certain real property located at the southeast corner of 5xx Xxxxxx North and 3rd Avenue North in St. Petersburg, Florida and legally described on the Exhibit A, attached hereto and made a part hereof, (“Real Property”) together with all improvements on the Real Property and all singular rights and appurtenances pertaining thereto, including, but not limited to, (i) all entitlements, easements, rights, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant to the Real Property, (ii) all tangible personal property, owned and assignable by Seller, located on or used in connection with the Real Property, including, without limitation, engineering studies, soils reports, (iii) all warranties, guaranties, indemnities and other similar rights relating to the Real Property and/or the assets transferred hereby, (iv) all permits, licenses, consents, approvals and entitlements related to the Real Property, (v) any rights of way, appendages appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Real Property or any portion thereof, if any, and used in conjunction therewith, and (vi) all intangible rights directly relating to the Real Property. Such Real Property rights and appurtenances shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Real Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) any trade name, mxxx or other identifying material that includes the name "Inland" or any derivative thereof or (d) any documents, materials or information which are subject to a copyright in favor of a third party other than Seller (the Real Property together with all of such Real Property rights and appurtenances being hereinafter referred to collectively as the "Property").

Agreement of Sale and Purchase. Seller hereby agrees to sell and convey unto, and Purchaser Pxxxxxxxx hereby agrees to purchase from certain real property located at the southeast corner of 5xx 400 0xx Xxxxxx North X, 000 0xx Xxxxxx X, 000 0xx Xxxxxx X, 400 0xx Xxxxxx N and 3rd yd Avenue North N, all in St. Petersburg, Florida and legally described on the Exhibit A, attached hereto and made a part hereof, (“"Real Property”") together with all improvements on the Real Property and all singular rights and appurtenances pertaining thereto, including, but not limited to, (i) all entitlements, easements, rights, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant to the Real Property, (ii) all tangible personal property, owned and assignable by Seller, property located on or used in connection with the Real Property, including, without limitation, design concepts, guidelines and drawings, architectural plans and specifications, engineering studies, soils reports, and environmental and geotechnical studies, (iii) all warranties, guaranties, indemnities and other similar rights relating to the Real Property and/or the assets transferred hereby, (iv) all permits, licenses, consents, approvals and entitlements related to the Real Property, (v) any rights of way, appendages appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Real Property or any portion thereof, if any, and used in conjunction therewith, and (vi) all intangible rights directly relating to the Real Property. Such Real Property rights and appurtenances shall not include appurtenances, and (avi) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Real Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) ; and shall not include any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) agreement1,or any trade name, mxxx mark or other identifying material that includes related to the name Seller, the Real Prope1iy and/or the "InlandProject" or (as defined below), but shall include any derivative thereof or (d) any documentsland use issues and known environmental issues, materials or information which are subject to a copyright in favor of a third party other than Seller (and the Parties agree such disclosures shall be required but shall not waive Seller's attorney-client privilege otherwise. The Real Property together with all of such Real Property rights and appurtenances being shall be hereinafter referred to collectively as the "Property").

Agreement of Sale and Purchase. Subject to the terms and conditions hereinafter set forth, Seller hereby agrees to sell and convey unto, and Purchaser hereby agrees to purchase from the following: (1) that certain real property tract or parcel of land described in EXHIBIT A as "LANDMARK CENTER I", located at the southeast corner 00000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxx, Xxxxx, and owned by TFLLP, and that certain tract or parcel of 5xx Xxxxxx North and 3rd Avenue North land described in St. Petersburg, Florida and legally described on the Exhibit EXHIBIT A, attached hereto as "LANDMARK CENTER II", located at 00000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxx, Xxxxx, and made a part hereofowned by MLICSA (collectively, (“Real Property”the "LAND") together with all improvements (the "IMPROVEMENTS") located thereon (collectively said Land and Improvements are herein referred to as the "REAL PROPERTY"); (2) the tangible personal property listed on EXHIBIT B attached hereto owned by Seller and located upon or within the Real Property and all singular rights and appurtenances pertaining thereto, including, but not limited to, (i) all entitlements, easements, rights, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant to the Real Property, (ii) all tangible personal property, owned and assignable by Seller, located on or used in connection with the operation of the Real Property (collectively, the "PERSONAL PROPERTY"); (3) all of Seller's right, title and interest in all oral or written leases or other agreements conferring the right to occupy the Real Property, includingas listed on EXHIBIT C attached hereto (collectively, without limitationthe "LEASES"); and (4) all of Seller's right, engineering studiestitle and interest in and to (i) all assignable contracts and agreements relating to the upkeep, soils reportsrepair, maintenance or operation of the Real Property or Personal Property which will extend beyond the date of Closing (as defined in SECTION 6.1), as listed on EXHIBIT D attached hereto (collectively, the "CONTRACTS"); (ii) all warranties and guaranties (express or implied) issued to Seller in connection with the Improvements or the Personal Property; (iii) all warrantieslicenses, guarantiespermits, indemnities certificates of occupancy and other similar rights relating to the Real Property and/or the assets transferred hereby, (iv) all permits, licenses, consents, consents or approvals and entitlements related to the Real Property, (v) any rights of way, appendages appurtenances, easements, sidewalks, alleys, gores from governmental authorities or strips of land adjoining or appurtenant private parties which relate to the Real Property or any portion thereof, if any, and used in conjunction therewith, and Personal Property; (viiv) all other intangible rights directly relating to property associated with the Real Property. Such Real Property rights and appurtenances shall not include (a) any appraisals use or other economic evaluations of, or projections with respect to, all or any portion operation of the Real Property or Personal Property, includingincluding specifically, without limitation, budgets prepared by or on behalf the use of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) any trade name, mxxx or other identifying material that includes the name "InlandLandmark Center" and any and all other trade names or any derivative thereof or (d) any documents, materials or information which are subject to a copyright logos used by Seller in favor the operation of a third party other than Seller (the Real Property together with or Personal Property; and (v) all plans, specifications, drawings, reports, studies, books, records and other documents used in the operation of such the Real Property rights and appurtenances being hereinafter referred or Personal Property to collectively as the extent located on-site at the Property or in the possession of Seller's property manager (collectively, the "PropertyINTANGIBLE PROPERTY").

Agreement of Sale and Purchase. Subject to the terms and conditions hereinafter set forth, Seller hereby agrees to sell and convey unto, and Purchaser hereby agrees to purchase from the following: (i) that certain real property located at land (the southeast corner of 5xx Xxxxxx North and 3rd Avenue North "LAND") described in St. Petersburg, Florida and legally described on the Exhibit EXHIBIT A, attached hereto and made a part hereof, (“Real Property”) together with all improvements (the "Improvements") located thereon located at 12600 Whitewater Drive in Minnetonka, Minnesota (collectively, xxx "XXXX XXXXXXXX"); (ii) the tangible personal property listed on EXHIBIT M attached hereto owned by Seller and located upon or within the Real Property and all singular rights and appurtenances pertaining thereto, including, but not limited to, (i) all entitlements, easements, rights, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant to the Real Property, (ii) all tangible personal property, owned and assignable by Seller, located on or used in connection with the operation of the Real PropertyProperty (collectively, including, without limitation, engineering studies, soils reports, the "PERSONAL PROPERTY"); (iii) all warrantiesof Seller's right, guaranties, indemnities title and interest in all leases or other similar rights relating agreements conferring the right to occupy the Real Property and/or Property, as listed on EXHIBIT E attached hereto (collectively, the assets transferred hereby, "LEASES"); and (iv) all of Seller's right, title and interest in and to (i) all assignable contracts and agreements relating to the upkeep, repair, maintenance or operation of the Real Property or Personal Property which will extend beyond the date of Closing (as defined in SECTION 6.1), as listed on EXHIBIT F attached hereto (collectively, the "CONTRACTS"); (ii) all warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all licenses, permits, licenses, consents, certificates of occupancy and other consents or approvals and entitlements related to the Real Property, (v) any rights of way, appendages appurtenances, easements, sidewalks, alleys, gores from governmental authorities or strips of land adjoining or appurtenant private parties which relate to the Real Property or any portion thereof, if any, and used in conjunction therewith, and Personal Property; (viiv) all other intangible rights directly relating to property associated with the Real Property. Such Real Property rights and appurtenances shall not include (a) any appraisals use or other economic evaluations of, or projections with respect to, all or any portion operation of the Real Property or Personal Property, includingincluding specifically, without limitation, budgets prepared any and all trade names or logos used by or on behalf Seller in the operation of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) any trade name, mxxx or other identifying material that includes the name "Inland" or any derivative thereof or (d) any documents, materials or information which are subject to a copyright in favor of a third party other than Seller (the Real Property together with or Personal Property; and (v) all plans, specifications, drawings, reports, studies, books, records and other documents used in the operation of such the Real Property rights and appurtenances being hereinafter referred or Personal Property to collectively as the extent located on-site at the Property or in the possession of Seller's property manager, but excluding any privileged, proprietary or confidential records (collectively, the "PropertyINTANGIBLE PROPERTY").