Common use of Agreement to Buy and Sell Clause in Contracts

Agreement to Buy and Sell. Subject to all of the terms and conditions of this Agreement, Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, all of Seller’s right, title and interest in and to the following (collectively, “Property”): 1.1.1 The Land, together with all of Seller’s right, title and interest in and to all rights, privileges, reversions and easements appurtenant to the Land, and all other appurtenances thereto, to the extent transferable; 1.1.2 All improvements, buildings, plazas, and other structures located on the Land, including, without limitation, the Buildings, 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 Those certain systems, appliances, equipment, machinery, artwork and furniture located on the Real Property which are listed on EXHIBIT B attached hereto (collectively, “Tangible Personal Property”); 1.1.4 Those certain contracts (“Assigned Contracts”) identified on EXHIBIT B-1, and any supplement to EXHIBIT B-1 prepared by Seller with respect to any Assigned Contracts which were delivered to Buyer as Additional Due Diligence Materials after the Effective Date and on or before March 31, 2015, which Buyer agrees to assume pursuant to Section 5.5.1 below; and 1.1.5 Those certain transferable permits held by Seller pertaining to the Property or the operation thereof which are listed on EXHIBIT C attached hereto (collectively, “Transferable Permits-Closing”). Any of the foregoing 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 which are listed on EXHIBIT C-1 attached hereto), but shall be considered a part of the Property and transferred pursuant to Section 5.5.2 below. Due to the fact that Tenant will continue to occupy the Property after Closing pursuant to the Leaseback Agreement (defined in Section 5.6 below), certain other permits, licenses and approvals held by Seller which are listed on EXHIBIT C-2 attached hereto (“Transferable Permits-Lease”) will not be transferred to Buyer at Closing but will be transferred upon the expiration of the Initial Lease Term (as that term is defined in the Leaseback Agreement), pursuant to the terms thereof. The Transferable Permits-Closing, Process Permits, and Transferable Permits-Lease are collectively referred to herein as “Permits.”

Agreement to Buy and Sell. Subject to all of the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buyerthe Purchaser, and Buyer hereby 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 defined in Section 5 hereof), together with the buildings and improvements thereon (such land, buildings and improvements are hereinafter collectively referred to as the "Premises"); b) the easements, rights of-way, privileges and appurtenances, and rights to the same, belonging to and inuring to the benefit of the Premises (the items included in this subsection are sometimes hereinafter collectively referred to as the "Appurtenant Rights"); c) all items normally considered fixtures of every kind, nature and description whatsoever, now or hereafter located on the Premises, or any part thereof, and used or usable in connection with any present or future occupancy of the 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’s , now or hereafter located on the Premises, or any part thereof, and used in connection with the Seller's operation or maintenance of the Premises, or 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, any items described on Exhibit B attached hereto and made a part hereof); e) all reserves and accounts maintained by or 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 jurisdiction over any portion of the 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 "Regulatory Reserves" and specifically include, without limitation, the reserves specified on Schedule 3 attached hereto and made a part hereof); and f) all right, title and interest of the Seller, if any in and to the following (collectively, “Property”): 1.1.1 The Land, together with all of Seller’s right, title and interest in and to all rights, privileges, reversions and easements appurtenant to the Land, and all other appurtenances thereto, to the extent transferable; 1.1.2 All improvements, buildings, plazas, and other structures located on the Land, including, without limitation, the Buildings, 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 Those certain systems, appliances, equipment, machinery, artwork and furniture located on the Real Property which are listed on EXHIBIT B attached hereto (collectively, “Tangible Personal Property”); 1.1.4 Those certain contracts (“Assigned Contracts”) identified on EXHIBIT B-1, and any supplement to EXHIBIT B-1 prepared by Seller with respect to any Assigned Contracts which were delivered to Buyer as Additional Due Diligence Materials after the Effective Date and on or before March 31, 2015, which Buyer agrees to assume pursuant to Section 5.5.1 below; and 1.1.5 Those certain transferable permits held by Seller pertaining to the Property or the operation thereof which are listed on EXHIBIT C attached hereto (collectively, “Transferable Permits-Closing”). Any trade name of the foregoing 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 which are listed on EXHIBIT C-1 attached hereto), but shall be considered a part of the Property and transferred pursuant to Section 5.5.2 below. Due to the fact that Tenant will continue to occupy the Property after Closing pursuant to the Leaseback Agreement (defined in Section 5.6 below), certain other permits, licenses and approvals held by Seller which are listed on EXHIBIT C-2 attached hereto (“Transferable Permits-Lease”) will not be transferred to Buyer at Closing but will be transferred upon the expiration of the Initial Lease Term (as that term is defined in the Leaseback Agreement), pursuant to the terms thereof. The Transferable Permits-Closing, Process Permits, and Transferable Permits-Lease are collectively referred to herein as “PermitsPremises.”

Agreement to Buy and Sell. Subject to all of the terms Seller shall sell and conditions of this Agreement, Seller hereby agrees to sell convey to Buyer, and Buyer hereby agrees to shall purchase and accept from Seller, all of Seller’s 's right, title title, estate, and interest in and to: (a) the land described on SCHEDULE 1(A), which is attached to the following (collectively, “Property”): 1.1.1 The Landand made a part of this Agreement, together with all of Seller’s right, title and interest in and to all rightseasements, privileges, reversions and easements appurtenant rights belonging or in any way appertaining to the land (collectively, the "Land"); (b) the Building and other improvements, and all other appurtenances thereto, fixtures attached to the extent transferable; 1.1.2 All improvements, buildings, plazas, Land and other structures located on the Land, including, without limitation, the Buildings, and all infrastructure and building fixtures located on or in any such improvements Building (collectively, “the "Improvements” ," and together with the Land, “the "Real Property”"); 1.1.3 Those certain systems(c) such furnishings, appliancesfurniture, equipment, machinerysupplies, artwork and furniture other personal property, if any, as are, or will at Closing be, owned by any 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 listed on EXHIBIT B SCHEDULE 1(C), which is attached hereto to and made a part of this Agreement, if any, on the Real Property (collectively, “Tangible the "Personal Property”"). The Personal Property is conveyed subject to depletions, replacements and additions in the ordinary course of Seller's business; (d) all leases and tenancies affecting the Real Property described on SCHEDULE 1(D), which is attached to and made a part of this Agreement (collectively, the "Tenant Leases"); 1.1.4 Those certain contracts (“Assigned Contracts”e) identified on EXHIBIT B-1all other agreements, contracts, and any supplement to EXHIBIT B-1 prepared by Seller with respect to any Assigned Contracts which were delivered to Buyer as Additional Due Diligence Materials after the Effective Date and on or before March 31, 2015, which Buyer agrees to assume pursuant to Section 5.5.1 below; and 1.1.5 Those certain transferable permits held by Seller contract rights (including equipment leases) pertaining to the Property or to the operation thereof extent assignable, including without limitation, those described on SCHEDULE 1(E), which are listed on EXHIBIT C is attached hereto to and made a part of this Agreement (collectively, “Transferable Permits-Closing”the "Service Contracts"); and (f) all intangible property owned by Seller and used in connection with the Real Property and Personal Property, including all trademarks and trade names (including any interest Seller may have in the name "Riverview Tower" and all logos and marks associated therewith) used in connection with the Property, all plans and specifications, if any, in the possession of Seller which were prepared in connection with the construction of the Improvements and all licenses, permits and warranties now in effect with respect to the Property, all to the extent assignable, without any warranty or recourse (collectively, the "Intangible Property"). Any of The Real Property, the foregoing items that are transferablePersonal Property, but require a particular transfer process or governmental or other third party approvalthe Tenant Leases, shall not be deemed “freely transferable” (such permits being referred to herein as the “Process Permits”, Service Contracts and which are listed on EXHIBIT C-1 attached hereto), but shall be considered a part of the Intangible Property and transferred pursuant to Section 5.5.2 below. Due to the fact that Tenant will continue to occupy the Property after Closing pursuant to the Leaseback Agreement (defined in Section 5.6 below), certain other permits, licenses and approvals held by Seller which are listed on EXHIBIT C-2 attached hereto (“Transferable Permits-Lease”) will not be transferred to Buyer at Closing but will be transferred upon the expiration of the Initial Lease Term (as that term is defined in the Leaseback Agreement), pursuant to the terms thereof. The Transferable Permits-Closing, Process Permits, and Transferable Permits-Lease are collectively referred to herein in this Agreement as “Permitsthe "Property".”

Agreement to Buy and Sell. Subject to 1.1.1. That certain real property located in County of Grant, State of Washington, described on "Exhibit A-1" attached hereto, plus that ----------- additional parcel comprising the northerly 160 feet of that certain real property located in County of Grant, State of Washington, described on "Exhibit A-2" attached hereto, including all minerals, ----------- oil, gas and other hydrocarbon substances thereon, allocated water rights on Farm Xxxx 00 and on the remainder of the terms and conditions of this AgreementLand (subject to the Adjacent Owner Agreements referred to in Section 4.9), Seller hereby agrees to sell to Buyerair rights, all development rights relating thereto, and Buyer hereby agrees to purchase from Sellerany easements, all of Seller’s rightrights-of-way, title and interest or other rights appurtenant thereto or used in and to the following conjunction therewith (collectively, “Property”):the "Land") except as ---- disclosed in the PTR (defined below). 1.1.1 The Land, together with all of Seller’s right, title and interest in and to all rights, privileges, reversions and easements appurtenant to the Land, and all other appurtenances thereto, to the extent transferable; 1.1.2 1.1.2. All improvements, buildings, plazas, structures and fixtures (other structures than those listed on the attached Schedule of Improvements as excluded) now or at the Closing located on the Land, including, without limitation, the Buildings, and all infrastructure and building fixtures located on or in any such improvements Land (collectively, “the "Improvements” "), subject to all ------------ claims (as defined below) by ASC (as defined below). Without derogating from the generality of the foregoing, the Improvements include each of the improvements, structures and together with the Land, “Real Property”); 1.1.3 Those certain systems, appliances, equipment, machinery, artwork and furniture located fixtures specifically designated on the Real Property which Schedule of Improvements (and such others, if any, as are not listed on EXHIBIT B said Schedule as being excluded) but exclude those specific improvements, structures and fixtures as are designated on the aforementioned Schedule as being excluded. 1.1.3. All tangible personal property of Sellers listed on the attached hereto Schedule of Personal Property (collectively, “Tangible the "Personal Property”");. 1.1.4 Those certain contracts 1.1.4. All intangible property (“Assigned Contracts”the "Intangible Property") identified on EXHIBIT B-1, and any supplement to EXHIBIT B-1 prepared by Seller with respect to any Assigned Contracts which were delivered to Buyer as Additional Due Diligence Materials after now ------------------- or at the Effective Date and on Closing owned or before March 31, 2015, which Buyer agrees to assume pursuant to Section 5.5.1 below; and 1.1.5 Those certain transferable permits held by any Seller pertaining to or Related Party in connection with the Land or the Personal Property, all other leases, contracts, contract rights, building and trade names, transferable business licenses, permits, applications, authorizations and other entitlements, transferable warranties covering the Property or the operation construction or fabrication thereof which are and all transferable utility contracts and telephone exchange numbers. There is excluded from Intangible Property those items listed on EXHIBIT C the attached hereto Schedule of Excluded Intangible Property. A "Related Party" is (collectivelya) any partner or employee of any Seller or of any partner of any Seller, “Transferable Permits-Closing”). Any of the foregoing items that are transferable(b) any corporation, but require a particular transfer process or governmental partnership, trust or other third party approvalentity in which any Seller or any individual or entity named in clause (a) above owns, shall not be deemed “freely transferable” directly or indirectly, an ownership interest and (such permits being referred to herein as the “Process Permits”c) any parent, and which are listed on EXHIBIT C-1 attached hereto)brother, but shall be considered a part sister or descendant of the Property and transferred pursuant to Section 5.5.2 below. Due to the fact that Tenant will continue to occupy the Property after Closing pursuant to the Leaseback Agreement (defined in Section 5.6 below), certain other permits, licenses and approvals held by Seller which are listed on EXHIBIT C-2 attached hereto (“Transferable Permits-Lease”) will not be transferred to Buyer at Closing but will be transferred upon the expiration of the Initial Lease Term (as that term is defined in the Leaseback Agreement), pursuant to the terms thereof. The Transferable Permits-Closing, Process Permits, and Transferable Permits-Lease are collectively referred to herein as “Permitsany Seller.”

Agreement to Buy and Sell. Subject to all of the terms Seller shall sell and conditions of this Agreement, Seller hereby agrees to sell convey to Buyer, and Buyer hereby agrees to shall purchase and accept from Seller, all of Seller’s right, title title, estate, and interest in and to: (a) the land described on Schedule 1(a), which is attached to the following (collectively, “Property”): 1.1.1 The Landand made a part of this Agreement, together with all of Seller’s right, title and interest in and to all rightseasements, privileges, reversions and easements appurtenant rights belonging or in any way appertaining to the land (collectively, the “Land”); (b) the Building, Garage and other improvements, and all other appurtenances thereto, fixtures attached to the extent transferable; 1.1.2 All improvements, buildings, plazas, Land and other structures located on the Land, including, without limitation, the Buildings, and all infrastructure and building fixtures located on or in any such improvements buildings (collectively, the “Improvements” ”, and together with the Land, the “Real Property”); 1.1.3 Those certain systems(c) such furnishings, appliancesfurniture, equipment, machinerysupplies, artwork and furniture 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 listed owned by tenants, licensees, the operator of the Garage 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 EXHIBIT B attached hereto the Real Property (collectively, the “Tangible Personal Property”). The Personal Property is conveyed subject to depletions, replacements and additions in the ordinary course of Seller’s business; 1.1.4 Those certain contracts (d) the State Street Lease and all other leases and tenancies affecting the Real Property, including, without limitation, those leases and tenancies described on Schedule 1(d), which is attached to and made a part of this Agreement (collectively, the “Assigned ContractsTenant Leases”); (e) identified on EXHIBIT B-1all other agreements, contracts, and any supplement to EXHIBIT B-1 prepared by Seller with respect to any Assigned Contracts which were delivered to Buyer as Additional Due Diligence Materials after the Effective Date and on or before March 31, 2015, which Buyer agrees to assume pursuant to Section 5.5.1 below; and 1.1.5 Those certain transferable permits held by Seller contract rights pertaining to the Property or to the operation thereof extent assignable, including without limitation, those described on Schedule 1(e), which are listed on EXHIBIT C is attached hereto to and made a part of this Agreement (collectively, the “Transferable Permits-ClosingService Contracts”); and (f) all intangible property owned by Seller and used in connection with the Real Property and Personal Property, including all trademarks and trade names used in connection with the Property, all plans and specifications, if any, in the possession of Seller which were prepared in connection with the construction of the Improvements and all licenses, permits and warranties now in effect with respect to the Property, all to the extent assignable (collectively, the “Intangible Property”). Any of The Real Property, the foregoing items that are transferablePersonal Property, but require a particular transfer process or governmental or other third party approvalthe Tenant Leases, shall not be deemed “freely transferable” (such permits being referred to herein as the “Process Permits”, Service Contracts and which are listed on EXHIBIT C-1 attached hereto), but shall be considered a part of the Intangible Property and transferred pursuant to Section 5.5.2 below. Due to the fact that Tenant will continue to occupy the Property after Closing pursuant to the Leaseback Agreement (defined in Section 5.6 below), certain other permits, licenses and approvals held by Seller which are listed on EXHIBIT C-2 attached hereto (“Transferable Permits-Lease”) will not be transferred to Buyer at Closing but will be transferred upon the expiration of the Initial Lease Term (as that term is defined in the Leaseback Agreement), pursuant to the terms thereof. The Transferable Permits-Closing, Process Permits, and Transferable Permits-Lease are collectively referred to herein in this Agreement as the “PermitsProperty”.”

Agreement to Buy and Sell. Subject to all of Upon the terms and conditions of set forth in this Agreement, Purchaser agrees to buy from Seller, and Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from SellerPurchaser, all of that certain real property lying and being in the City of Effingham, County of Effingham, State of Illinois, commonly known as 0000 Xxxxxxx Xxxxxx, as more particularly described in Exhibit “A” attached hereto and by reference made a part hereof (hereinafter referred to as the “Land”), together with Seller’s right, title and interest in the approximately 190,000 square foot building thereon (the “Building”), and any and all other buildings, improvements, appurtenances, rights, privileges and easements benefiting, belonging or pertaining to the following (collectively, “Property”): 1.1.1 The Land, together with all of Seller’s and any right, title and interest of Seller in and to all rightsany land lying in the bed of any street, privileges, reversions and easements appurtenant to road or highway in front of or adjoining the Land, and all other appurtenances thereto, together with any strips or gores relating to the extent transferable; 1.1.2 All improvements, buildings, plazas, and other structures located on Land (the Land, including, without limitation, the Buildingsimprovements, and all infrastructure the foregoing easements and building fixtures located on or in any such improvements (collectively, interests being hereinafter referred to collectively as the “Improvements” and together with the Land, “Real Property”); 1.1.3 Those certain systems, appliances, and further together with all equipment, machinery, artwork parts, supplies, furniture, fixtures, and furniture owned software located on in or affixed to the Real Property which are listed on EXHIBIT B attached hereto (collectively, the “Tangible Personal Property”) as of the date an inventory of the Personal Property is completed, subject to, and as specified in, Section 4(e) below. It is hereby acknowledged by the parties that, notwithstanding the foregoing, the Personal Property does not include any proprietary equipment or materials, leased equipment or machinery (unless the applicable lease is assumed by Purchaser in accordance with Section 7(d); 1.1.4 Those certain contracts ), raw materials, or finished product of Seller located or stored in the Commissary portion of the Building nor any materials, inventories, signs or proprietary fixtures located in the Distribution Warehouse portion of the Building. Specific items also excluded from Personal Property are described on Schedule A-1 hereto. Seller shall not convey to Purchaser any claims relating to any real property tax refunds or rebates for periods occurring prior to Closing (“Assigned Contracts”) identified on EXHIBIT B-1as hereinafter defined), existing insurance claims, and any supplement other existing claims or causes of actions accruing prior to EXHIBIT B-1 prepared the Closing Date, which claims shall be reserved by Seller with respect to any Assigned Contracts which were delivered to Buyer and are not included as Additional Due Diligence Materials after the Effective Date and on or before March 31, 2015, which Buyer agrees to assume pursuant to Section 5.5.1 below; and 1.1.5 Those certain transferable permits held by Seller pertaining to the Property or the operation thereof which are listed on EXHIBIT C attached hereto (collectively, “Transferable Permits-Closing”). Any of the foregoing 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 which are listed on EXHIBIT C-1 attached hereto), but shall be considered a part of the Property and transferred pursuant to Section 5.5.2 below. Due to the fact that Tenant will continue to occupy the Property after Closing pursuant to the Leaseback Agreement (defined in Section 5.6 below), certain other permits, licenses and approvals held by Seller which are listed on EXHIBIT C-2 attached hereto (“Transferable Permits-Lease”) will not be transferred to Buyer at Closing but will be transferred upon the expiration of the Initial Lease Term (as that term is defined in the Leaseback Agreement), pursuant to the terms thereof. The Transferable Permits-Closing, Process Permits, and Transferable Permits-Lease are collectively referred to herein as “PermitsProperty.”