Common use of Agreement to Buy and to Sell; Property Clause in Contracts

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx, more particularly described in Schedule A attached hereto (the “Land”); (b) the six hundred (600) unit apartment complex commonly known as St. Marin/Karrington Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) (collectively, the “Personal Property”); (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property. All of the items described in subparagraphs (a) through (g) above are collectively the “Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

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Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx 900 Xxxx Xxxxx Xxxx, Xxxxxxx, XxxxxXxxxxxxx, more particularly described in Schedule A attached hereto (the “Land”); (b) the six two hundred eighty-two (600282) unit apartment complex commonly known as St. Marin/Karrington Lake Ridge Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto and all other fixtures, machinery, supplies, equipment and other personal property owned by Seller and located on or in or used or usable solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) Improvements (collectively, the “Personal Property”);; and (f) all of Seller’s right, title and interest in and to the Leases (as hereinafter defined), the Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in ), any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warrantiesBUSDOCS/1455169.7 including, guarantieswithout limitation, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof name of the Property and any other trademarks, trade names, trade styles, service marks, software, domain names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect web sites related to the Property. All , all rights under any certificates of occupancy, licenses, permits and approvals relating to the Property, data files in Seller’s possession containing the information set forth in the Rent Roll (as hereinafter defined), all contract rights, escrow or security deposits, utility agreements or other rights related to the ownership of or use and operation of the items described in subparagraphs Property, as hereinafter defined (a) through (g) above are collectively collectively, the “Intangible Property”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) fee simple title to that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxx, more particularly described in Schedule Exhibit A attached hereto (the "Land"); (b) the six hundred (600) 300 unit apartment complex located on the Land which includes 300 residential apartment units and is commonly known as St. Marin/Karrington Windsor Apartments, which contains together with all related improvements, facilities, amenities, structures, driveways and walkways, all of walkways which have been constructed on the Land (collectively, the "Improvements"); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) all personal property, including, without limitation, the personal property listed in Schedule Exhibit B attached hereto hereto, owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any but expressly excluding all computer equipment, programs and computer software and computer hardware (but not the data pertaining to the operation of the Property) (collectively, the "Personal Property");; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of To the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and extent assignable without cost to Seller, all of Seller’s 's interest in all permits, warranties, guaranties, plans, specifications, reports, books and records, and any intangible property property, ("Intangible Property") now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) without limitation the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and right to use any other trade names and trade marks associated style or name now used in connection with the Land and Improvementssame, but excluding (i) any contract rights, escrow or security deposits, utility agreements or other rights related to the name “Berkshire” ownership of or use and the Berkshire trademark, and (ii) the right, title and interest operation of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property, as hereinafter defined. All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively referred to in this Agreement as the "Property". The items described in subparagraphs (a), (b), (c), and (d) above are collectively referred to in this Agreement as the "Real Property".

Appears in 1 contract

Samples: Purchase and Sale Agreement (Krupp Realty LTD Partnership Vii)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx XxxxHillsborough County, Xxxxxxx, Xxxxx, Florida more particularly described in Schedule A attached hereto (the “Land”); (b) the six two hundred and sixty-four (600264) unit apartment complex commonly known as St. Marin/Karrington Savannah at Citrus Park Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not and excluding the data pertaining to the operation of the Property) personal property, if any, listed on Schedule B-1 attached hereto (collectively, the “Personal Property”);; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessorSeller’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property. All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively the “Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: Agreement, (a) that certain tract or parcel the real estate commonly known as the dockside portion of land located at 1717 and 0000 X. Xxxxxxxx XxxxThe Dock Shopping Center, XxxxxxxStratford, XxxxxConnecticut, as more particularly described in Schedule A attached hereto (the “Land”); (b) the six hundred (600) unit apartment complex commonly known as St. Marin/Karrington Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) including all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining such real estate (the "Land"), together with the buildings and improvements (including docks) located on the Land (together, the "Buildings"); (b) the fixtures, equipment and other personal property owned by Seller and located in the Buildings or on the Land and used in connection with the maintenance and operation of the Land and Buildings, including the property specifically described in Schedule B hereto (the "Personal Property"); (c) the landlord's interest in the Leases (as defined in Section 15.7 and as set forth in Schedule 4.1 hereto); (d) Seller's interest in that certain Lease Agreement between the State of Connecticut, Department of Transportation and The Dock, Inc. dated June 13, 1997 and recorded in the Stratford Land Records in Volume 1312, Page 246 (the "DOT Lease") jointly to Buyer and UB Railside, LLC which has contracted with Seller to purchase a portion of The Dock Shopping Center as described in and pursuant to the terms of the Railside Sale Agreement, (e) all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessionsSeller, appurtenant rightsif any, privileges, appurtenances and all the estate and rights of Seller in and to the Land land lying in any rights of way and the ImprovementsSeller's interest in all easements, as applicablelicenses, or otherwise appertaining privileges and all other appurtenances to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) Buildings (collectively, the “Personal Property”"Appurtenances"); ; (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessor’s Seller's interest in the Leases all contracts, agreements (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property. All of the items described in subparagraphs (a) through (g) above are collectively the “Property”.the

Appears in 1 contract

Samples: Purchase and Sale Agreement (Urstadt Biddle Properties Inc)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement Agreement, all of Seller’s right, title and interest in and to the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx Xxxx3212 Hewitt Avenue, XxxxxxxSilver Spring, XxxxxMaryland 20906, more particularly described in Schedule A attached hereto herexx (the xxx LandXxxx”); (b) the six xxx three hundred forty five (600345) unit apartment complex commonly known as St. Marin/Karrington Westchester West Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) (collectively, the “Personal Property”); (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names name St. Marin Apartments”, “Karrington Westchester West Apartments” and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” (h) and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property. A/72617552.10 All of the items described in subparagraphs (a) through (g) above are collectively the “Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx Xxxxin Naperville, Xxxxxxx, XxxxxIllinois, more particularly described in Schedule A attached hereto (the "Land"); (b) the six hundred (600) 224 unit apartment complex complex, commonly known as St. Marin/Karrington the Courtyard Village Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the "Improvements"); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) all personal property, including, without limitation, the personal property listed in Schedule B attached hereto hereto, owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any but expressly excluding all computer equipment, programs and computer software and computer hardware (but not the data pertaining to the operation of the Property) (collectively, the "Personal Property");; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of To the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and extent assignable without cost to Seller, all of Seller’s 's interest in all permits, warranties, guaranties, plans, specifications, reports, books and records, and any intangible property property, now or hereafter hereafter, owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) without limitation the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and right to use any other trade names and trade marks associated style or name now used in connection with the Land and Improvementssame, but excluding (i) any contract rights, escrow or security deposits, utility agreements or other rights related to the name “Berkshire” ownership of or use and the Berkshire trademark, and (ii) the right, title and interest operation of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property, as hereinafter defined. All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively referred to as the "Property".

Appears in 1 contract

Samples: Purchase and Sale Agreement (Krupp Realty LTD Partnership Vii)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and the real estate known as: 0000 X. Xxxxxxxx XxxxXXXXXXXX XXXXXXXXX, XxxxxxxXXXXX XXXXXXXX, Xxxxx, NEW JERSEY as more particularly described in Schedule A attached hereto (the “Land”); (b) the six hundred (600) unit apartment complex commonly known as St. Marin/Karrington Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) including all right, title and interest of Seller in and to any streets, alleys, strips or gores abutting or adjoining such real estate (the Land”), together with the buildings and other improvements located on the Land (collectively, the “Building”); (b) the fixtures, equipment and other personal property owned by Seller and located in or used exclusively in connection with the Building, including the property specifically described in Schedule B hereto (the “Personal Property”); (c) the landlord’s interest in the Leases (as defined in Section 4.1); (d) the Service Contracts (as defined in Section 4.2), to the extent Buyer agrees to assume the same as provided below; (e) all right, title and interest, if any, of the Seller in and to any easements, rights-of-way or other interests in, on, under or to, land laying in the bed of any land, highway, public street, road, right-of-way alley, easements, rights of way, water, water courses, hereditaments or avenue, open avenue opened or proposed, in, on, under, across, in front of, abutting of or adjoining the said Land, including all strips and gores between the Land and abutting property, to the center line thereto; (f) all right, title and interest of Seller Seller, if any, in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate licenses and rights of permits and other written authorizations owned or held by Seller in and to the Land and the Improvements, as applicable, extent such are assignable in any way related to or otherwise appertaining to any arising out of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely in connection with the Land and Improvementszoning, excludingland use, howeverconstruction, any computer equipmentmaintenance, computer software and computer hardware (but not the data pertaining to the ownership or operation of the Land or the Building (collectively “Licenses and Permits”); and (g) the plans and specifications and architectural drawings and prints relating to the Property) , all warranties relating to the Land, Building and Personal Property (collectively, “Intangibles and Warranties”) (the “Personal Property”); (f) all Service Contracts (foregoing collectively being referred to herein as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property. All of the items described in subparagraphs (a) through (g) above are collectively the “Property”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx XxxxXxxxxx Xxxxxx, XxxxxxxXxxxxx, Xxxxx, more particularly described in Schedule A attached hereto (the “Land”); (b) the six hundred one hundred-fifty (600150) unit apartment complex commonly known as St. Marin/Karrington Xxxxxx Xxxxx Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) all right, title and interest of Seller in and to the accessions, appurtenant rights, privileges, appurtenances and all to the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) all right, title and interest of Seller in and to the personal property listed in Schedule B attached hereto and all other fixtures, machinery, supplies, equipment and other personal property owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) Improvements (collectively, the “Personal Property”);; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) without limitation the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof name of the Property and any other trademarks, trade names names, trade styles and trade service marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect related to the Property, all rights under any certificates of occupancy, licenses, permits and approvals relating to the Property, data Files in Seller’s possession containing the information set forth in the Rent Roll, and any contract rights, escrow or security deposits, utility agreements or other rights related to the ownership of or use and operation of the Property, as hereinafter defined. All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively the “Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

Agreement to Buy and to Sell; Property. Each applicable Seller shall sell to Buyer, and Buyer shall purchase from each applicable Seller, at the price and upon the terms and conditions set forth in this Agreement Agreement, the followingfollowing property owned by such Seller: (a) that as applicable, the fee interest in those certain tract tracts or parcel parcels of land located at 1717 and 0000 X. Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx, more particularly described in on Schedule A A-1 attached hereto (collectively, the "Land");. For convenience of reference, a general schedule of the Land is contained at Schedule A hereto. (b) the six hundred (600) unit apartment complex commonly known as St. Marin/Karrington Apartmentsbuildings, which contains related improvements, facilities, fixtures, amenities, structures, driveways and walkways, all of which have been walkways constructed on the Land (collectively, the "Improvements"); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c) (the property described in the preceding clauses (a) through (d) is referred to herein collectively as the "Real Property"); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on fee or in or leasehold title to all equipment used solely in connection with the Land Real Property (the "Equipment") and Improvementsall other personal property used in connection with the Real Property, excludingincluding all supplies, howeverinventory, any computer equipmentconsumables, computer software perishable and computer hardware (but not the data pertaining to non-perishable food products, and other similar property used in the operation of the Property) Facility (collectively, the "Inventory" and together with the Equipment, the "Personal Property"); provided that Equipment, Inventory and Personal Property shall exclude items identified on Schedule B as being retained by the applicable Manager; (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer of Seller's interest, to the extent assignable, in accordance with this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) any licenses, permits, approvals, guarantees, warranties and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property (but specifically excluding the right to use the trade styles or names and trade dress listed on Schedule B-1 attached hereto ("Excluded Names")), but otherwise including all names or trade dress now used in connection with the same, and any and all Leases (as defined in Section 5.04), Assumed Service Contracts (subject to the provisions of Section 5.05), Equipment Leases (as defined in Section 5.05) and other contract rights, escrow or security deposits (but not security deposits on Residency Agreements), utility agreements or other rights related to the ownership of or use and operation of the Property, as hereinafter defined. (g) Except for Seller's records, files and materials described on Schedule B-2 and those which are confidential to Seller or Manager or for which transfer is restricted by law (all of which may be retained by Seller or its Manager), all books, records and documents in Seller's or Manager's possession (whether maintained by Seller or its Manager (as hereinafter defined)) related to the operations conducted at the Real Property, including financial and accounting records, customer lists, referral source lists, regulatory surveys and reports, incident tracking reports, advertising materials, sales leads and referral information, resident records, employee files and all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6data on computers at the Real Property; (h) all security deposits on Commercial Leases (but not security deposits under Residency Agreements), prepaid rent, reservation deposits, move-in fees, utilities, utility deposits and other prepaid items related to the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and any other trade names and trade marks associated with operations conducted at the Land and Improvements, Real Property (but specifically excluding non-refundable administrative fees); and (i) any rights rights, if any, to telephone and fax numbers, building names (other than Excluded Names) and other general intangible assets used in the name “Berkshire” and operations conducted at the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect to the Real Property. All of the items described in subparagraphs (a) through (g) above are collectively the “Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brookdale Senior Living Inc.)

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Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx XxxxXX 00xx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx, more particularly described in Schedule A attached hereto (the “Land”); (b) the two hundred seventy-six hundred (600276) unit apartment complex commonly known as St. Marin/Karrington The Windward Lakes Apartments, which contains related improvements, facilities, fixtures, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto and all other equipment, inventory and furnishings owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not and excluding the data pertaining to the operation of the Property) personal property, if any, listed on Schedule B-1 attached hereto (collectively, the “Personal Property”);; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessorSeller’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder thereunder, and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warrantieswithout limitation the right to use any trade style or name now used in connection with the same, guarantiesany contract rights, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”permits and approvals, “Karrington Apartments” and variations thereof and any escrow or security deposits, utility agreements or other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights related to the name “Berkshire” ownership of or use and the Berkshire trademark, and (ii) the right, title and interest operation of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property, as hereinafter defined. All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively the “Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx Xxxx, XX 00xx Xxxxxxx, XxxxxXxxx Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx 00000-0000 more particularly described in Schedule A attached hereto (the “Land”); (b) the three hundred six hundred (600306) unit apartment complex commonly known as St. Marin/Karrington Pond Apple Creek Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto and all other fixtures, machinery, supplies, equipment and other personal property owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) Improvements (collectively, the “Personal Property”);; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of Seller’s right, title and interest in and to any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including including, without limitation, the name of the Property, all warrantiesrights under any Certificates of Occupancy, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” permits and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect approvals relating to the Property, data files in Seller’s possession containing the information set forth in the Rent Roll (as hereinafter defined), all any contract rights, escrow or security deposits, utility agreements or other rights related to the ownership of or use and operation of the Property, as hereinafter defined (collectively, the “Intangible Property”). All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively the “Property”. The items described in subparagraphs (a), (b), (c), and (d) above are collectively referred to in this Agreement as the “Real Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) fee simple title to that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxx, more particularly described in Schedule Exhibit A attached hereto (the "Land"); (b) the six hundred (600) 350 unit apartment complex located on the Land which includes 350 residential apartment units and is commonly known as St. Marin/Karrington Pavillion Apartments, which contains together with all related improvements, facilities, amenities, structures, driveways and walkways, all of walkways which have been constructed on the Land (collectively, the "Improvements"); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) all personal property, including, without limitation, the personal property listed in Schedule Exhibit B attached hereto hereto, owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any but expressly excluding all computer equipment, programs and computer software and computer hardware (but not the data pertaining to the operation of the Property) (collectively, the "Personal Property");; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of To the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and extent assignable without cost to Seller, all of Seller’s 's interest in all permits, warranties, guaranties, plans, specifications, reports, books and records, and any intangible property property, ("Intangible Property") now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) without limitation the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and right to use any other trade names and trade marks associated style or name now used in connection with the Land and Improvementssame, but excluding (i) any contract rights, escrow or security deposits, utility agreements or other rights related to the name “Berkshire” ownership of or use and the Berkshire trademark, and (ii) the right, title and interest operation of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property, as hereinafter defined. All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively referred to in this Agreement as the "Property". The items described in subparagraphs (a), (b), (c), and (d) above are collectively referred to in this Agreement as the "Real Property".

Appears in 1 contract

Samples: Purchase and Sale Agreement (Krupp Realty LTD Partnership Iv)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement all of Seller’s right, title and interest, if any, in and to the following:following (collectively, the “Property”): (a) that those certain tract tracts or parcel parcels of land located at 1717 and 0000 X. Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx, more particularly described in on Schedule A B-1 attached hereto (the “Phase I Land”) and Schedule B-2 attached hereto (the “Phase II Land”, and together with the Phase I Land, collectively referred to as the “Land”); (b) the six hundred (600) unit apartment complex commonly known as St. Marin/Karrington Apartmentsmore particularly described on Schedule A, which contains contains, or will contain, related improvements, facilities, fixtures, amenities, structures, driveways and walkways, all of which have been constructed constructed, or will be constructed, on the Land (collectively, the “Improvements”, and together with the Land on which the applicable Improvements are located, either the “Phase I Real Property” or the “Phase II Real Property”, as applicable);. The Phase I Real Property and Phase II Real Property are each individually referred to herein as a “Real Property” and collectively as the “Real Properties.” (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the ImprovementsReal Properties, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the tangible personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely in connection with the Land Real Properties, including, without limitation, any and Improvements, all appliances located within apartments units and those items of personal property listed on Schedule C attached hereto and incorporated herein by reference; excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) and those items of personal property listed on Schedule C-1 (collectively, the “Personal Property”); (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement and the Construction Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement pursuant to Section 9.01(n) and/or 9.03 of this Agreement; and (g) all of the lessor’s interest in the Leases (as hereinafter defined) and any refundable security or other refundable deposits thereunder and all of and, to the extent assignable without cost to Seller’s interest in , any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements Real Property and Personal Property, including all certificates of occupancy, warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the Real Property names “St. Marin Apartments”, “Karrington Apartments” listed on Schedule A attached hereto and variations thereof and any other trade names and trade marks trademarks, websites and the contents thereon, including but not limited to www.[N/A].com, social media identities including, without limitation, any of the same on Facebook and Twitter associated with the Land Real Property, together with all related IDs, access codes, and Improvementspasswords, but excluding alarm codes, and all telephone numbers and listings associated with the Real Property (i) the “Intangible Property”). Notwithstanding the foregoing, the Intangible Property shall not include any rights to the name names BerkshireMxxxx”, “Mxxxx Realty”, “Mxxxx Properties”, “Mxxxxxxxxx Pxxxxxx Xxxxxxxxxx”, or “MPV(collectively, “Mxxxx/MPV”) or any trademarks, logos, trade colors, service marks and trade names, or derivations thereof, of Mxxxx/MPV (collectively, the Berkshire trademark“Mxxxx/MPV Trademarks”), and (ii) any advertising or promotional and similar materials which contain any of the rightMxxxx/MPV Trademarks, title and interest all of any website or domain names maintained by which Seller or Seller’s property manager with respect may, but shall not be obligated to remove from the Property prior to the applicable Closing (as defined below). Promptly after the applicable Closing (as hereinafter defined), Buyer will “banner” or otherwise temporarily mask the portion of all signage containing the Mxxxx/MPV Trademarks to indicate the new ownership, failing which, upon five days’ notice, Seller may do so at Buyer’s expense. Further, within thirty (30) days after the applicable Closing, Buyer shall cause any Mxxxx/MPV Trademarks to be removed from the Property, failing which, upon five days’ notice, Seller may do so at Buyer’s expense. All The provisions of the items described in subparagraphs (athis Section 1.01(g) through (g) above are collectively the “Property”shall survive each Closing indefinitely.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: (a) that certain tract or parcel of land located at 1717 and 0000 X. Xxxxxxxx XxxxXX 00xx Xxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx, Xxxxx, more particularly described in Schedule A attached hereto (the “Land”); (b) the three hundred six hundred (600306) unit apartment complex commonly known as St. Marin/Karrington The Berkshires at Marina Mile Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining the Land, and all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessions, appurtenant rights, privileges, appurtenances and all the estate and rights of Seller in and to the Land and the Improvements, as applicable, or otherwise appertaining to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely primarily in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) and excluding the personal property, if any, listed on Schedule B-1 attached hereto (collectively, the “Personal Property”);; and (f) all Service Contracts (as hereinafter defined) that are being assumed by Buyer in accordance with this Agreement; and (g) all of the lessorSeller’s interest in the Leases (as hereinafter defined) and any refundable security deposits thereunder, all of Seller’s interest in any assignable construction warranties or other refundable deposits thereunder guarantees and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely primarily in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the right, title and interest of any website or domain names maintained by Seller or Seller’s property manager with respect to the Property. All of the items described in subparagraphs (a), (b), (c), (d), (e) through and (gf) above are collectively the “Property”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)

Agreement to Buy and to Sell; Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement the following: Agreement, (a) that certain tract or parcel the real estate commonly known as the railside portion of land located at 1717 and 0000 X. Xxxxxxxx XxxxThe Dock Shopping Center, XxxxxxxStratford, XxxxxConnecticut, as more particularly described in Schedule A attached hereto (the “Land”); (b) the six hundred (600) unit apartment complex commonly known as St. Marin/Karrington Apartments, which contains related improvements, facilities, amenities, structures, driveways and walkways, all of which have been constructed on the Land (collectively, the “Improvements”); (c) including all right, title and interest of Seller in and to any alleys, strips or gores adjoining the Land, and any easements, rights-of-way or other interests in, on, under or to, any land, highway, street, road, right-of-way or avenue, open or proposed, in, on, under, across, in front of, abutting or adjoining such real estate (the "Land"), together with the buildings and improvements (including docks) located on the Land (together, the "Buildings"); (b) the fixtures, equipment and other personal property owned by Seller and located in the Buildings or on the Land and used in connection with the maintenance and operation of the Land and Buildings, including the property specifically described in Schedule B hereto (the "Personal Property"); (c) the landlord's interest in the Leases (as defined in Section 15.7 and as set forth in Schedule 4.1 hereto); (d) Seller's interest in that certain Lease Agreement between the State of Connecticut, Department of Transportation and The Dock, Inc. dated June 13, 1997 and recorded in the Stratford Land Records in Volume 1312, Page 246 (the "DOT Lease") jointly to Buyer and UB Dockside, LLC which has contracted with Seller to purchase a portion of The Dock Shopping Center as described in and pursuant to the terms of the Dockside Sale Agreement, (e) all right, title and interest of Seller in and to any awards for damage thereto by reason of a change of grade thereof; (d) the accessionsSeller, appurtenant rightsif any, privileges, appurtenances and all the estate and rights of Seller in and to the Land land lying in any rights of way and the ImprovementsSeller's interest in all easements, as applicablelicenses, or otherwise appertaining privileges and all other appurtenances to any of the property described in the immediately preceding clauses (a), (b) and/or (c); (e) the personal property listed in Schedule B attached hereto owned by Seller and located on or in or used solely in connection with the Land and Improvements, excluding, however, any computer equipment, computer software and computer hardware (but not the data pertaining to the operation of the Property) Buildings (collectively, the “Personal Property”"Appurtenances"); ; (f) Seller's interest in all Service Contracts contracts, agreements (as hereinafter definedthe "Contracts"), warranties and guaranties (the "Warranties") that are being assumed associated with the Buildings and the Personal Property and its supporting equipment which Buyer may elect to assume by Buyer in accordance with this Agreementwritten notice to Seller prior to Closing; and (g) all of the lessor’s Seller's interest in all plans, specifications, building permits, certificates of occupancy, and other certificates, permits, licenses and approvals (the Leases "Licenses and Permits"), if any; (as hereinafter definedh) and any refundable security or other refundable deposits thereunder and all of Seller’s interest in any intangible property now or hereafter owned by Seller and used solely in connection with the Land, Improvements and Personal Property, including all warranties, guaranties, governmental permits, approvals and licenses, A/72401704.6 (h) the names “St. Marin Apartments”, “Karrington Apartments” and variations thereof and any other trade names and trade marks associated with the Land and Improvements, but excluding (i) any rights to the name “Berkshire” and the Berkshire trademark, and (ii) the 's right, title and interest in and to any intangible rights, titles, interests and privileges used in connection with or in any way related to the Land and Buildings and Appurtenances, including (1) the non-exclusive right in and to the use of the trade name and any and all other trade names, trademarks, and logos used by Seller in the operation and identification of the Land and Buildings, other than the trade names or trademarks of Tenants or other third parties, (2) any and all Development Rights, utility capacity and similar rights, (3) all licenses, consents, easements, rights of way and approvals required to make use of utilities serving the Land and Buildings, and (4) rights to condemnation or insurance proceeds and other awards or compensation arising from any taking, casualty or permitted disposition of any website portion of the Property (collectively, the "Intangible Rights"); (i) all of Seller's right, title and interest in and to (1) all Tenant correspondence, billing and other files, (2) all structural reviews, environmental assessments or domain names maintained by Seller or Seller’s property manager with respect audits, architectural drawings and engineering, geophysical, soils, seismic, geologic, environmental and architectural reports, studies and certificates pertaining to the Property. All Land and Buildings and Appurtenances, and (3) all accounting, tax, financial, and other books and records relating to the use, maintenance, leasing and operation of the items described Property (collectively, the "Books and Records"); and (j) Seller's interest in subparagraphs all permits and approvals relating to and all riparian and rights of Seller relating to the dock area (all of the foregoing, as enumerated in (a) through (gj) above are above, collectively being referred to herein as the "Property").

Appears in 1 contract

Samples: Purchase and Sale Agreement (Urstadt Biddle Properties Inc)

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