Common use of Agreement to Buy and Sell Clause in Contracts

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following (hereinafter collectively referred to as the "Property"): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project

Agreement to Buy and Sell. Upon Subject to all of the terms and subject to the conditions set forth hereinof this Agreement, Seller hereby agrees to sell and convey to Buyer at the Closing (as hereinafter defined)Buyer, and Buyer hereby agrees to buy and take purchase from Seller at the Closingfollowing (collectively, “Property”): 1.1.1 The Land, together with all of Seller's ’s right, titletitle and interest in and to all rights, estate licenses, privileges, reversions and easements appurtenant to the Land including, without limitation, all minerals, oil, gas and other hydrocarbon substances on and under the Land, as well as all air rights, water rights, water and water stock relating to the Land, and all other appurtenances thereto; 1.1.2 All improvements, buildings, plazas, and other structures located on the Land, including, without limitation, the Buildings and Parking Structure, and all infrastructure and building fixtures located on or in any such improvements (collectively, “Improvements” and together with the Land, “Real Property”); 1.1.3 All of Seller’s right, title and interest in and to all systems, appliances, equipment, machinery, generators, furniture, furnishings, decorations, supplies, above-ground storage tanks located in the Parking Structure (and any fuel therein as of the Closing Date (defined in Section 7.1), except for any fuel in any jet fuel tank used for refueling helicopters) and other personal property, if any, owned by Seller and located on or about the Real Property and used in the operation and maintenance thereof (collectively, “Tangible Personal Property”); 1.1.4 All of Seller’s right, title and interest in and to the following (hereinafter collectively referred intangible personal property, to as the "Property"): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment extent any is owned by Seller and located on or in the Project or attached thereto; (c) all furnishingsfreely transferable, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and which is related to the ownership or operation of the ProjectReal Property: all development rights, franchises, certificates of occupancy, soil and other reports and studies, surveys, maps, utility contracts, and data relating to the extent transferable (the "Permits"); (e) all leases, written operation or oral, and tenancies with tenants with respect to all or any portion construction of the Project Real Property, architect’s contracts, plans and specifications, engineering plans and studies, floor plans and landscape plans (collectively, “Intangible Personal Property”). Seller may retain copies of each of the "Tenant Leases"); foregoing items; 1.1.5 The Existing Leases (fdefined in Section 5.2.3) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits leases, occupancy licenses or other occupancy agreements affecting the Real Property that may be made by Seller after the Effective Date as permitted by this Agreement (collectively, such permitted agreements and prepaid expenses related the Existing Leases, “Leases”). Notwithstanding the foregoing, the Existing Leases shall not include, and Seller hereby expressly reserves, that certain Office Space Lease between Seller and LUT, LLC, a Washington limited liability company, dated March 10, 2010 (“LUT Lease”). LUT shall not be considered an Existing Occupant (defined in Section 4.4) as such term is used in this Agreement; 1.1.6 All of Seller’s right, title and interest in and to the ownership Existing Service Contracts (defined in Section 5.2.4) and any other service contracts affecting the Property that may be made by Seller after the Effective Date as permitted by this Agreement (collectively, such permitted contracts and the Existing Service Contracts, “Service Contracts”), subject to Section 5.5.3 below; 1.1.7 All freely transferable Existing Warranties held by Seller (defined in Section 5.2.8); and 1.1.8 All freely transferable land use permits, building permits, variances, water certificates or claims and other certificates, permits, licenses and approvals held by Seller pertaining to the Property or the operation thereof (collectively, “Transferable Permits”). Any of the Projectforegoing items that are transferable, but require a particular transfer process or governmental or other third-party approval, shall not be deemed “freely transferable” (such permits being referred to herein as the “Process Permits,” and together with the Transferable Permits, “Permits”), but shall be considered a part of the Property and transferred pursuant to Section 5.5.4 below.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing Purchaser, and the Purchaser agrees to purchase from Seller, all in the manner and upon and subject to the terms and conditions set forth in this Agreement, the following property (such property is hereinafter referred to as the "Property"): a) that certain piece or parcel of land described on Exhibit A, subject only to the Permitted Encumbrances (as hereinafter defineddefined in Section 5 hereof), together with the buildings and Buyer agrees to buy improvements thereon (such land, buildings and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following (improvements are hereinafter collectively referred to as the "PropertyPremises"): (a); b) the Project and all easements, rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of -of-way, easementsprivileges and appurtenances, licenses or other arrangements with respect and rights to properties adjacent thereto; the same, belonging to and inuring to the benefit of the Premises (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or the items included in this subsection are sometimes hereinafter collectively referred to as the Project or attached thereto; ("Appurtenant Rights"); c) all furnishingsitems normally considered fixtures of every kind, furniturenature and description whatsoever, equipmentnow or hereafter located on the Premises, supplies or any part thereof, and other personal property owned by Seller, used or usable in connection with any present or future occupancy of the Project and Premises, or any part thereof (the items included in this subsection (c) are sometimes hereinafter collectively referred to as the "Building Equipment"); d) all articles of personal property, used by the Seller, now or hereafter located on the Premises, or any part thereof, and used in connection with the ProjectSeller's operation or maintenance of the Premises, includingor any part thereof (the items included in this subsection (d) are sometimes hereinafter collectively referred to as the "Personal Property" and specifically include, without limitation, the personal property listed any items described on EXHIBIT Exhibit B attached hereto and made a part hereof (the "Personal Property"hereof); (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); (; e) all leases, written reserves and accounts maintained by or oral, and tenancies on behalf of the Seller pursuant to the requirement of any law or any applicable regulatory agreement or other requirement of any federal or state agency or authority with tenants with respect to all or jurisdiction over any portion of the Project Premises, such as the United States Department of Housing and Urban Development ("HUD") and the Massachusetts Housing Finance Agency ("MHFA") (the items included in this subsection (e) are sometimes hereinafter collectively referred to as the "Tenant Leases"Regulatory Reserves" and specifically include, without limitation, the reserves specified on Schedule 3 attached hereto and made a part hereof); (and f) prepaid rentals under Tenant Leasesall right, title and interest of the Seller, if any, any in and any other miscellaneous deposits and prepaid expenses related to the ownership or operation trade name of the ProjectPremises.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to shall sell and convey to Buyer at the Closing (as hereinafter defined)Buyer, and Buyer agrees to buy shall purchase and take accept from Seller at the ClosingSeller, all of Seller's ’s right, title, estate estate, and interest in and to the following (hereinafter collectively referred to as the "Property"): to: (a) the Project land described on Schedule 1(a), which is attached to and made a part of this Agreement, together with all rightseasements, privileges, easements and appurtenances appurtenant rights belonging or in any way appertaining theretoto the land (collectively, the “Land”); (b) all buildings and improvements on the Land, including, without limitation, the building and parking structure described in Recital A above, all mineral gas and water rightselectric systems, rights of waylighting, easementsheating, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliancesventilating, fixturesand air conditioning equipment and systems, plumbingelevators, radiators, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems water, sewage, and air-conditioning equipment owned by Seller plumbing systems, fire protection and located on or in security systems, and all other fixtures attached to the Project or attached thereto; Land and buildings (collectively, the “Improvements”, and together with the Land, the “Real Property”); (c) all furnishings, furniture, equipment, supplies supplies, and other personal property as are owned by SellerSeller and are currently located in, on, or about and are used for the operation, management, administration or usable in connection with repair of the Project and located on or in the ProjectReal Property, including, without limitation, the personal property listed items described on EXHIBIT B Schedule 1(c), which is attached hereto to and made a part hereof of this Agreement, and any similar items acquired by Seller and located at the Real Property after the date of this Agreement and prior to the Closing (collectively, the "“Personal Property"”); ; (d) those leases and tenancies described on Schedule 1 (d), which is attached to and made a part of this Agreement and which sets forth all of the leases and tenancies affecting the Real Property as of the date of this Agreement, and any leases and tenancies affecting the Real Property that are entered into by Seller after the date of this Agreement and prior to the Closing in accordance with the terms of this Agreement (collectively, the “Tenant Leases”), together with any security deposits held by Seller and Seller’s rights under all guaranties, letters of credit or other instruments that guarantee the performance of the obligations of the tenants (or any of them) under the Tenant Leases; (e) those contracts described on Schedule 1(e), which is attached to and made a part of this Agreement and which sets forth all of the service and operating agreements affecting the Property as of the date of this Agreement, to the extent assignable, and any other service and operating agreements pertaining to the Property that are entered into by Seller after the date of this Agreement and prior to the Closing in accordance with the terms of this Agreement (collectively, the “Service Contracts”); provided, however, that in no event shall Buyer assume any property management or leasing agreements for the Property; and (f) all intangible property owned by Seller and used in connection with the Real Property and Personal Property, including a nonexclusive right to all trademarks and trade names used in connection with the Property (including a nonexclusive right to the name “California Casualty Plaza”), all plans and specifications and other architectural and engineering drawings, if any, in the possession of Seller which were prepared in connection with the construction of the Improvements and all licenses, permits, consents, authorizations, approvals warranties and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related guaranties with respect to the ownership or operation of the Project, Property to the extent transferable assignable (collectively, the "Permits"“Intangible Property”); (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion . All of the Project (foregoing assets and properties to be acquired by Buyer pursuant to this Agreement are collectively referred to in this Agreement as the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project“Property”.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following f o l l o wing (hereinafter collectively referred to as the "Property"): ): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; ; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; ; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the ProjectP r o ject, including, without limitation, the personal property listed on EXHIBIT Exhibit B attached hereto and made a part hereof (the "Personal Property"); ; (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); ; (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); ; (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project (collectively, the "Deposits"); (g) all leases of equipment (if any), vehicles and o t h er tangible personal property used by Seller in connection with the ownership and operation of the Project, to the extent such leases are transferable (the "Personal Property Leases"); (h) all maintenance and service contracts, supply contracts (to the extent Buyer elects to assume them) and other agreements, contracts and contract rights relating to the ownership or operation of the Property, or any part thereof to the extent such contracts, agreements and rights are transferable (the "Project Contracts"); (i) all guaranties, warranties and other intangible rights pertaining to the Property, or any part thereof including, without limitation, all guaranties and warranties relating to the construction of the Project including all rights under architects and construction contracts (the "Intangible Rights"); (j) all books of account, customer lists, files, papers and records relating to the Project; (k) the right to use the name "Cypress Shores" or "Cypress Shores Apartments" and derivations thereof.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to shall sell and convey to Buyer at the Closing (as hereinafter defined)Buyer, and Buyer agrees to buy shall purchase and take accept from Seller at the ClosingSeller, all of Seller's ’s right, title, estate estate, and interest in and to the following (hereinafter collectively referred to as the "Property"): to: (a) the Project land described on Schedule 1(a), which is attached to and made a part of this Agreement, together with all rightseasements, privileges, easements and appurtenances appurtenant rights belonging or in any way appertaining theretoto the land (collectively, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; the “Land”); (b) the Building, Garage and other improvements, and all appliancesfixtures attached to the Land and buildings (collectively, fixturesthe “Improvements”, plumbingand together with the Land, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; “Real Property”); (c) all such furnishings, furniture, equipment, supplies supplies, and other personal property, if any, as are owned by Seller and are currently located in or on the Real Property and used exclusively in the operation or maintenance of the Real Property, but excluding those items of personal property which are owned by tenants, licensees or other third parties or which may be removed by such parties under the terms of their leases or which are located in Seller’s or Seller’s agent’s property management office, if any, on the Real Property (collectively, the “Personal Property”). The Personal Property is conveyed subject to depletions, replacements and additions in the ordinary course of Seller’s business; (d) the State Street Leases (as described on Schedule 1(d); (e) the State Street Lease Guarantees (as described on Schedule 8 (a) (xi); (f) all other agreements, contracts, and contract rights pertaining to the Property and to which Seller is a party, which have not been assigned to the State Street Tenant pursuant to its exercise of the SSB Management Rights (as defined in Section 8 (a) (vi) hereof) and which are assignable by Seller, including without limitation, those described on Schedule 1(e), which is attached to and made a part of this Agreement (collectively, the “Service Contracts”); and (g) all intangible property owned by Seller, Seller and used or usable in connection with the Project Real Property and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); (d) , including all licensestrademarks and trade names used in connection with the Property, permits, consents, authorizations, approvals all plans and certificates of any regulatory, administrative or other governmental agency or bodyspecifications, if any, issued to or held by in the possession of Seller which were prepared in connection with the construction of the Improvements and related all licenses, permits and warranties now in effect with respect to the ownership or operation of the ProjectProperty, all to the extent transferable assignable (collectively, the "Permits"“Intangible Property”); (e) all leases. The Real Property, written or oralthe Personal Property, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant State Street Leases, if any, the Service Contracts and any other miscellaneous deposits and prepaid expenses related the Intangible Property are collectively referred to in this Agreement as the ownership or operation of the Project“Property”.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following (hereinafter collectively referred to as the "Property"): ): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; ; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; ; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); ; (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); ; (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); ; (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project (collectively, the "Deposits"); (g) all leases of equipment (if any), vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Project, to the extent such leases are transferable (the "Personal Property Leases"); (h) all maintenance and service contracts, supply contracts (to the extent Buyer elects to assume them) and other agreements, contracts and contract rights relating to the ownership or operation of the Property, or any part thereof to the extent such contracts, agreements and rights are transferable (the "Project Contracts"); (i) all guaranties, warranties and other intangible rights pertaining to the Property, or any part thereof including, without limitation, all guaranties and warranties relating to the construction of the Project including all rights under architects and construction contracts (the "Intangible Rights"); (j) all books of account, customer lists, files, papers and records relating to the Project; (k) the right to use the name "Windsor Falls" or "Windsor Falls Apartments" and derivations thereof.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following f o l l o wing (hereinafter collectively referred to as the "Property"): ): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; ; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; ; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the ProjectP r o ject, including, without limitation, the personal property listed on EXHIBIT Exhibit B attached hereto and made a part hereof (the "Personal Property"); ; (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); ; (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); ; (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project (collectively, the "Deposits"); (g) all leases of equipment (if any), vehicles and o t h er tangible personal property used by Seller in connection with the ownership and operation of the Project, to the extent such leases are transferable (the "Personal Property Leases"); (h) all maintenance and service contracts, supply contracts (to the extent Buyer elects to assume them) and other agreements, contracts and contract rights relating to the ownership or operation of the Property, or any part thereof to the extent such contracts, agreements and rights are transferable (the "Project Contracts"); (i) all guaranties, warranties and other intangible rights pertaining to the Property, or any part thereof including, without limitation, all guaranties and warranties relating to the construction of the Project including all rights under architects and construction contracts (the "Intangible Rights"); (j) all books of account, customer lists, files, papers and records relating to the Project; (k) the right to use the name "the Falls" or "the Falls Apartments" and derivations thereof.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following f o l l o wing (hereinafter collectively referred to as the "Property"): ): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; ; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; ; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the ProjectP r o ject, including, without limitation, the personal property listed on EXHIBIT Exhibit B attached hereto and made a part hereof (the "Personal Property"); ; (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); ; (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); ; (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project (collectively, the "Deposits"); (g) all leases of equipment (if any), vehicles and o t h er tangible personal property used by Seller in connection with the ownership and operation of the Project, to the extent such leases are transferable (the "Personal Property Leases"); (h) all maintenance and service contracts, supply contracts (to the extent Buyer elects to assume them) and other agreements, contracts and contract rights relating to the ownership or operation of the Property, or any part thereof to the extent such contracts, agreements and rights are transferable (the "Project Contracts"); (i) all guaranties, warranties and other intangible rights pertaining to the Property, or any part thereof including, without limitation, all guaranties and warranties relating to the construction of the Project including all rights under architects and construction contracts (the "Intangible Rights"); (j) all books of account, customer lists, files, papers and records relating to the Project; (k) the right to use the name "Reflections" or "Relections Apartments" and derivations thereof.

Agreement to Buy and Sell. Upon Subject to all of the terms and conditions of this Agreement, and subject to and conditioned upon the conditions set forth hereinconcurrent termination of the Ground Lease by Seller, the termination of the Concession Agreement by Seller and the closing of the SPC Agreement and the 19th Hole Agreement, Seller hereby agrees to sell and convey to Buyer at and Buyer hereby agrees to acquire and purchase from Seller the Closing following (as hereinafter definedall of which are collectively called the "PROPERTY" in this Agreement): 1.1.1 All of Seller's right, title and interest in those certain parcels of real property (collectively, the "LAND") described on EXHIBIT "A-1" (the "GOLF COURSE") and EXHIBIT "A-2" (the "FOURTEEN ACRES"), attached hereto and Buyer agrees to buy made a part hereof, and take from Seller at the Closing, all of Seller's right, title, estate title and interest in and to all easements, rights and privileges appurtenant thereto, water and water rights, development rights and permits, including any right, title and interest of Seller in and to adjacent streets, alleys or rights of way, together with all of Seller's right, title and interest in and to all improvements, structures, equipment and fixtures currently located on the following land, but specifically excluding oil, gas and mineral rights, with no right of surface entry. 1.1.2 All of Seller's right, title and interest in all improvements, structures and fixtures (hereinafter collectively referred to as collectively, the "PropertyIMPROVEMENTS"): ) now or hereafter located on the Land. 1.1.3 All of Seller's right, title and interest in and to all tangible personal property, if any, located on, affixed to or pertaining to the Land or the Improvements and used in connection with the ownership, operation or maintenance thereof, together with all intangible property now or hereafter owned or held by Seller in connection with the Land or the Improvements (a) collectively, the Project and all rights, privileges, easements and appurtenances appertaining thereto"PERSONAL PROPERTY"), including, without limitation, all mineral and water studies, reports, permits, development rights, rights of wayapplications, easementsauthorizations and all other entitlements, licenses or other arrangements with respect to properties adjacent thereto; covering the housing development (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project"DEVELOPMENT"), including, without limitationbut not limited to, the personal property listed on those described in EXHIBIT B "B" attached hereto and made a part hereof (the "Personal Property"); (d) all licensesor otherwise. 1.1.4 All of Seller's right, permits, consents, authorizations, approvals title and certificates of any regulatory, administrative or other governmental agency or bodyinterest, if any, issued in and to or held by Seller any and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); (e) all leases, written or oralservice contracts, landscaping contracts, maintenance agreements, construction contracts, architect's agreements, parking agreements, consultant agreements, warranties, guaranties, management contracts, bonds and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, other contracts and any other miscellaneous deposits and prepaid expenses related agreement relating to the ownership or operation of the ProjectProperty.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to shall sell and convey to Buyer at the Closing (as hereinafter defined)or Buyer's nominee, and Buyer agrees to buy or Buyer's nominee shall purchase and take accept from Seller at the ClosingSeller, all of Seller's right, title, estate estate, and interest in and to the following (hereinafter collectively referred to as the "Property"): to: (a) the Project land described on EXHIBIT A, which is attached to and made a part of this Agreement, together with all rightseasements, privileges, and appurtenant rights belonging or in any way appertaining to the land including but not limited to any document in the nature of a declaration of reciprocal easements (collectively, the "Land"); (b) all buildings and appurtenances appertaining theretoimprovements, including, without limitation, all mineral gas and water rightselectric systems, rights of waylighting, easementsheating, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliancesventilating, fixturesand air conditioning equipment and systems, plumbingelevators, escalators, radiators, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems water, sewage, and air-conditioning equipment owned by Seller plumbing systems, fire protection and located on or in security systems, and all other fixtures attached to the Project or attached thereto; Land and buildings (collectively, the "Improvements," and together with the Land, the "Real Property"); (c) all such furnishings, furniture, equipment, supplies supplies, and other personal property as are owned by SellerSeller and are currently located in, on, or about and are used or usable in connection with for the Project and located on or in the ProjectReal Property, including, without limitation, the personal property listed those described on EXHIBIT B B, which is attached hereto to and made a part hereof of this Agreement (collectively, the "Personal Property"); ; (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); (e) all leases, written or oral, leases and tenancies with affecting the Real Property, including, without limitation, those leases and tenancies described on EXHIBIT C, which is attached to and made a part of this Agreement and all security deposits not forfeited or returned to tenants with respect to all or and any portion guaranties of the Project same (collectively, the "Tenant Leases"); (e) all other agreements, contracts, and contract rights pertaining to the Property to the extent assignable, including without limitation, those described on EXHIBIT D, which is attached to and made a part of this Agreement (collectively, the "Service Contracts"); and (f) prepaid rentals under Tenant Leasesall intangible property owned by Seller and used in connection with the Real Property and Personal Property, including all Seller's right, title and interest in and to all trademarks and trade names used in connection with the Property (including without limitation the name "Gurnee Town Centre"), all plans and specifications, if any, in the possession or control of Seller which were prepared in connection with the construction of the Improvements and any other miscellaneous deposits all telephone exchange numbers, licenses, permits and prepaid expenses related warranties now in effect with respect to the ownership or operation Property to the extent assignable (collectively, the "Intangible Property"). All of the Projectforegoing assets and properties to be acquired by Buyer pursuant to this Agreement are collectively referred to in this Agreement as the "Property."

Agreement to Buy and Sell. Upon Subject to the terms and subject to the conditions set ------------------------- forth herein, Seller hereby agrees to sell and convey to Buyer at the Closing (as hereinafter defined)Buyer, and Buyer hereby agrees to buy acquire and take purchase from Seller, the Property; as used herein the term "Property" shall include (i) the Real Property together with all improvements and appurtenances thereto, located thereon, together with (ii) all personal property and fixtures, if any, owned by Seller at and used in the Closingoperation of the Real Property or the improvements thereon, and (iii) all of Seller's right, title, estate equity and interest interest, if any, in and to the following following: (hereinafter collectively referred to as the "Property"): (aA) the Project Seller's mineral, oil, gas and all other sub-surface rights and projects, oil rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral water rights and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or bodystock, if any, issued to or held by Seller and related to the ownership Real Property, (B) any and all sewer rights allocated to the Real Property, (C) all rights of Seller, if any, in and to any land lying in the bed of any street, road, avenue, or operation right-of-way in front of or adjoining the Real Property, (D) all transferable rights and entitlements of Seller, if any, to development of the ProjectReal Property granted by governmental or quasi-governmental bodies or entities having jurisdiction or authority over the Real Property, (E) any other appurtenances to the Real Property and (F) any and all transferable approvals (government or otherwise) and other transferable rights to the Seller's agreements, covenants or indemnifications received by Seller from a prior owner or any other third party relating to the Real Property (collectively the "Intangible Property"), to the extent transferable (the "Permits"); (e) assignable, all leases, written or oral, and tenancies with tenants with respect of which shall be assigned to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related Buyer pursuant to the ownership or operation Assignment of the ProjectIntangible Property hereinafter referred to.

Agreement to Buy and Sell. Upon Subject to all of the terms and subject to the conditions set forth hereinof this Agreement, Seller hereby agrees to sell and convey to Buyer at and Buyer hereby agrees to acquire and purchase from Seller the Closing following (as hereinafter defined)all of which are collectively called the "Property" in this Agreement): 1.1.1 That certain real property described on Exhibit "A", and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate title and interest in and to the following all easements, rights and privileges appurtenant thereto, including any right, title and interest of Seller in and to adjacent streets, alleys or rights of way (hereinafter collectively referred to as collectively, the "Land"), together with all of Seller's right, title and interest in and to all improvements, structures, equipment and fixtures currently located on or under the Land (the "Improvements"); 1.1.2 All of Seller's right, title and interest in and to all tangible personal property, if any, located on, affixed to, or pertaining to the Property and used in connection with the ownership, operation or maintenance of the Property"): (a) the Project , and all rightsintangible property, privileges, easements and appurtenances appertaining thereto, if any (including, without limitation, all mineral plans and water rightsspecifications, rights of waysurveys, easementspermits, licenses and approvals) owned or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned held by Seller and located on that pertains to the ownership, maintenance, use or in operation of the Project or attached thereto; Property (c) all furnishingscollectively, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); (d) , all as listed on Exhibit "B" attached hereto; 1.1.3 All of Seller's right, title and interest in any leases, licenses, permitssecurity deposits, consentsletters of credit, authorizationsguarantees, approvals and certificates of any regulatory, administrative occupancy agreement or other governmental agency agreements demising space in, providing for the use of and/or occupancy of the Land or bodythe Improvements (collectively, the "Leases"); 1.1.4 All of Seller's right, title and interest, if any, issued in and to or held by Seller any and related all Leases, service contracts, maintenance agreements, construction contracts, architect's agreements, parking agreements, consultant agreements, warranties, guaranties, bonds and all other contracts and agreement relating to the ownership or operation of Property which continue in full force and effect beyond the ProjectClosing, to the extent transferable together with all supplements, amendment and modifications thereto (collectively, the "PermitsSurviving Contracts"); (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, The Seller agrees to sell and convey to Buyer at the Closing Purchaser, and the Purchaser agrees to purchase from the Seller, all in the manner and upon and subject to the terms and conditions set forth in this Agreement, the Premises. The transfer of the Premises shall include the transfer of all of the Leases, the Licenses, the Tangible Personal Property and the Intangible Personal Property (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest such terms are defined in and to the following (hereinafter collectively referred to as the "Property"): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B APPENDIX A attached hereto and made a part hereof), and all of the Seller's interest in and to any and all Contracts (as defined in APPENDIX A attached hereto) that the Purchaser has elected not to have terminated as of the Closing Date (as defined in Section 4(a) below) together with all improvements thereon or therein (including all replacements or additions thereto between the date hereof (and the "Personal Property"Closing Date); and all systems, faculties, fixtures, machinery, equipment and conduits that provide fire protection, security, heat, exhaust, ventilation, air conditioning, electrical power, light, plumbing, refrigeration, gas, sewer and water thereto (d) including all licensesreplacements or additions thereto between the date hereof and the Closing Date); and all privileges, permitsrights, consentseasements, authorizationshereditaments and appurtenances thereto belonging; and all right, approvals title and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation interest of the ProjectSeller in and to any streets, to the extent transferable (the "Permits"); (e) all leasesalleys, written passages and other right of way included therein or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Projectadjacent thereto.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, The Seller agrees to sell to the Purchaser, and convey the Purchaser agrees to Buyer at purchase from the Closing Seller, the following described properties (collectively the "Property") in the manner and upon the terms and conditions hereinbelow set forth in this Agreement: (a) That certain tract or parcel of real estate located in Orange County, Florida, described on EXHIBIT "A" attached hereto and made a part hereof, consisting of approximately 27.13 acres (the "Land"), together with (i) all rights, privileges, tenements, hereditaments and appurtenances relating thereto or associated therewith, (ii) the building structures, fixtures and other improvements located thereon totaling approximately Four Hundred Forty Five Thousand Six Hundred Eighty Nine (445,689) rentable square feet, together with all driveways, parking areas, and related improvements, including all mechanical, electrical, heating, ventilating, air conditioning, plumbing, and elevator systems and equipment (but excluding fixtures and equipment owned by tenants located on or within the Real Property (as hereinafter defined), (iii) all right, title and Buyer agrees interest of the Seller in any street, road, alley or avenue adjoining such property to buy and take from Seller at the Closingcenter line thereof (including the bed thereof), (iv) all of the Seller's right, title, estate title and interest in any strip, hiatus, gore, xxp or boundary adjustment area adjoining or affecting such property and to (v) all of the following (hereinafter collectively referred to as the "Property"): (a) the Project Seller's right, title and interest in all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect (excluding occupancy licenses), permits and development rights related to properties adjacent thereto; the Seller's ownership of the Property (collectively the "Real Property"); (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems All equipment and air-conditioning equipment owned by Seller other articles of personal property used and located on or useful in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned operation of the Real Property by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto all manufacturer's and made a part hereof other warranties and guaranties relating thereto (collectively the "Personal Property"); provided, however, the Personal Property shall specifically not include the items of tangible personal property described on EXHIBIT "B-2" attached hereto and incorporated herein by reference (dcollectively the "Excluded Property"). Seller and Purchaser hereby agree to perform a detailed and complete inventory (the "Inventory") all licensesof the Personal Property prior to the expiration of the Inspection Period. Upon completion, permitsthe Inventory shall be appended to this Agreement as EXHIBIT "B-1" hereof; and (c) The following leases and occupancy agreements (the "Leases") between Seller and, consentsrespectively, authorizationsWater Garden World, approvals Inc. and certificates GRC International, Inc. (a "Tenant" or, collectively, the "Tenants"): 1. That certain Lease Agreement by and between the Seller and Water Garden World, Inc., dated October 19, 1999, the balance of any regulatory, administrative or other governmental agency or bodysecurity deposit delivered to the Seller pursuant thereto and any advance rent, if any, issued paid to or held received by the Seller. 2. That certain Limited License Agreement by and between the Seller and related to the ownership or operation of the ProjectGRC International, to the extent transferable Inc., dated January 11, 2001 (the "PermitsGRC Agreement"); (e) all leases, written or oral, the balance of any security deposit delivered to the Seller pursuant thereto and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leasesadvance rent, if any, paid to or received by the Seller. (d) The service contracts and any other miscellaneous deposits and prepaid expenses related agreements pertaining to the ownership or and/or operation of the ProjectReal Property, which service contracts and agreements are set forth on EXHIBIT "F" attached hereto and made a part hereof.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following (hereinafter collectively referred to as the "Property"): ): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; ; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; ; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); ; (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); ; (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); ; (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project (collectively, the "Deposits"); (g) all leases of equipment (if any), vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Project, to the extent such leases are transferable (the "Personal Property Leases"); (h) all maintenance and service contracts, supply contracts (to the extent Buyer elects to assume them) and other agreements, contracts and contract rights relating to the ownership or operation of the Property, or any part thereof to the extent such contracts, agreements and rights are transferable (the "Project Contracts"); (i) all guaranties, warranties and other intangible rights pertaining to the Property, or any part thereof including, without limitation, all guaranties and warranties relating to the construction of the Project including all rights under architects and construction contracts (the "Intangible Rights"); (j) all books of account, customer lists, files, papers and records relating to the Project; (k) the right to use the name "____________" or "____________ Apartments" and derivations thereof.

Agreement to Buy and Sell. Upon Subject to all of the terms and subject to the conditions set forth hereinof this Agreement, Seller hereby agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer hereby agrees to buy acquire and take purchase from Seller at the Closingfollowing (collectively, the "Property"): 1.1.1 That certain parcel of real property described on Exhibit "A" attached hereto, together with all of Seller's right, title, estate title and interest in and to the following all easements, privileges and other rights, including but not limited to development rights, air rights and water rights, appurtenant thereto (hereinafter collectively referred to as collectively, the "PropertyLand"): ); 1.1.2 All improvements, structures and fixtures located on or under the Land (acollectively, the "Improvements") (the Land and Improvements are herein collectively called the "Project"); 1.1.3 All of Seller's right, title and interest in and to all tangible personal property, if any, located on or affixed to the Project and used in connection with the ownership, operation or maintenance of the Project, and all intangible property (including, but not limited to, trade names, logos, easements, licenses, permits, air rights, privilegescertificates of occupancy, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rightswarranties, rights of way, easementssigns, licenses trademarks, telephone listings and numbers, sewer agreements, water line agreements, utility agreements, water rights and oil, gas and mineral rights), if any, owned or held by Seller that pertains to the ownership, operation or maintenance of the Project (collectively, the "Personal Property"); 1.1.4 All leases or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on agreements demising space in or in providing for the use or occupancy of any portion of the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitationcollectively, the personal property listed on EXHIBIT B "Leases") as more particularly described in Schedule 1.1.4 attached hereto and made a part hereof (hereof; and 1.1.5 Any and all service contracts, maintenance agreements, management contracts, bonds and all other contracts and agreements relating to the Property which continue in full force and effect beyond the "Personal PropertyClosing" (as defined below) as more particularly described in Schedule 1.1.5 attached hereto, together with all supplements, amendments and modifications thereto (collectively, the "Contracts"); (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the ProjectContracts are assignable.

Agreement to Buy and Sell. Upon the terms and subject to the conditions set forth herein, Seller agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate and interest in and to the following (hereinafter collectively referred to as the "Property"): ): (a) the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; ; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; ; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project and located on or in the Project, including, without limitation, the personal property listed on EXHIBIT B attached hereto and made a part hereof (the "Personal Property"); ; (d) all licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body, if any, issued to or held by Seller and related to the ownership or operation of the Project, to the extent transferable (the "Permits"); ; (e) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases"); ; (f) prepaid rentals under Tenant Leases, if any, and any other miscellaneous deposits and prepaid expenses related to the ownership or operation of the Project (collectively, the "Deposits"); (g) all leases of equipment (if any), vehicles and other tangible personal property used by Seller in connection with the ownership and operation of the Project, to the extent such leases are transferable (the "Personal Property Leases"); (h) all maintenance and service contracts, supply contracts (to the extent Buyer elects to assume them) and other agreements, contracts and contract rights relating to the ownership or operation of the Property, or any part thereof to the extent such contracts, agreements and rights are transferable (the "Project Contracts"); (i) all guaranties, warranties and other intangible rights pertaining to the Property, or any part thereof including, without limitation, all guaranties and warranties relating to the construction of the Project including all rights under architects and construction contracts (the "Intangible Rights"); (j) all books of account, customer lists, files, papers and records relating to the Project; (k) the right to use the name "Hampton Point" or "Hampton Point Apartments" and derivations thereof.

Agreement to Buy and Sell. Upon Subject to all of the terms and subject to the conditions set forth hereinof this Agreement, Seller hereby agrees to sell and convey to Buyer at the Closing (as hereinafter defined), and Buyer hereby agrees to buy acquire and take purchase from Seller at the Closingfollowing (collectively, the "Property"): 1.1.1 All of Seller's right, title and interest in and to that certain parcel of real property commonly known as 6175 and 0000 Xxxx Xxxxxxxxx in San Diego, California and more particularly described on Exhibit "A" attached hereto, together with all of Seller's right, title, estate title and interest in and to the following any and all easements, privileges and other rights appurtenant thereto, including but not limited to development rights, air rights and oil, gas, mineral and water rights (hereinafter collectively referred to as collectively, the "PropertyLand"): ); 1.1.2 All of Seller's right, title and interest in and to all improvements, structures, equipment and fixtures located on or under the Land, including without limitation the two (a2) office buildings located thereon (collectively, the "Improvements") (the Land and Improvements are herein 30 collectively called the "Project"); 1.1.3 All of Seller's right, title and interest in and to all tangible personal property, if any, located on or affixed to the Project and all rights, privileges, easements and appurtenances appertaining thereto, including, without limitation, all mineral and water rights, rights of way, easements, licenses or other arrangements with respect to properties adjacent thereto; (b) all appliances, fixtures, plumbing, incinerators, lighting equipment, radiators, furnaces, boilers, hot water heaters, water systems and air-conditioning equipment owned by Seller and located on or in the Project or attached thereto; (c) all furnishings, furniture, equipment, supplies and other personal property owned by Seller, used or usable in connection with the Project ownership, operation or maintenance of the Project, and located on all intangible property, if any, owned or in held by Seller that pertains to the ownership, maintenance, use or operation of the Project, including, without limitation, any"Licenses and Permits" (as defined in Exhibit "B" attached hereto) or other rights relating to the personal property listed on EXHIBIT B attached hereto and made a part hereof ownership, use or operation of the Project (collectively, the "Personal Property"); (d) all licenses, permits, consents, authorizations, approvals and certificates ; 1.1.4 All of Seller's interest in any leases or other agreements demising space in or providing for the use or occupancy of any regulatoryportion of the Project (collectively, administrative the "Leases") and Seller's rights under any guarantees, letters of credit or other governmental agency instruments that secure or bodyguarantee the performance of the obligations of each tenant thereunder (collectively, the "Lease Guarantees"; 1.1.5 All of Seller's right, title and interest in and to, if any, issued to or held by Seller any and related all service contracts, maintenance agreements, construction contracts, architect's agreements, leasing brokerage agreements, parking agreements, consultant agreements, management contracts, bonds and all other contracts and agreements relating to the ownership or operation of Property which continue in full force and effect beyond the Project"Closing" (as defined below) and which Buyer hereafter elects in its sole and absolute discretion, to assume in writing, together with all supplements, amendments and modifications thereto (collectively, the "Contracts"), to the extent transferable (the "Permits"); (e) Contracts are assignable; 1.1.6 All of Seller's interest in any and all leaseswarranties, written guaranties, indemnities and claims, whether oral or oralwritten, and tenancies with tenants with respect which relate, directly or indirectly, to all or any portion of the Project Property, including, without limitation, any warranties or guarantees with respect to any building, building component, structure, fixture, machinery, equipment, material situated or, or comprising a part of any building or other improvement situated on the Land (collectively, the "Tenant LeasesWarranties"); and 1.1.7 All of Seller's interest in the following: (fi) prepaid rentals under Tenant Leases, if any, financial and any other miscellaneous deposits books and prepaid expenses related to records maintained in connection with the ownership or operation of the ProjectProperty, (ii) preliminary, final and proposed building plans and specifications (including "as-built" floor plans and drawings) and tenant improvement plans and specifications for the Improvements, (iii) surveys, appraisals, budgets, structural reviews, grading plans, topographical maps, architectural and structural drawings and engineering, soils, seismic, geologic, environmental contamination and architectural 31 reports, studies, tests, analyses and certificates pertaining to the Land, (iv) marketing information pertaining to the Property, (v) inspection reports issues with respect to the Property by any governmental or quasi-governmental body or agency having jurisdiction over the Property or Seller (collectively the "Governmental Authorities"), and (vi) other books and records maintained by or for the benefit of Seller with respect to the Property (collectively the "Records and Plans");