Common use of Agreement to Sell and Convey Clause in Contracts

Agreement to Sell and Convey. Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and conditions hereinafter set forth, (a) that certain real property being described on Exhibit “A” attached hereto and made a part hereof for all purposes, and all rights and appurtenances pertaining thereto including, without limitation, (i) all right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and any awards made or to be made in connection therewith, (ii) all rights of Seller in and to all easements appurtenant to or benefiting such parcels of land, (iii) all development rights, air rights, water rights and mineral rights and interests pertaining to such land, (iv) all strips and gores of land lying adjacent to such land (collectively, the “Land”), (b) all buildings, fixtures and improvements located on the Land (collectively, the “Improvements”), (c) all furniture, fixtures, equipment, machines, apparatus, supplies and personal property of every nature and description and all replacements thereof now owned by Seller and located in or on the Land and the Improvements, including, all of the right, tite and interest of Seller in and to any and all intangible personal property related to the Land and the Improvements, including, without limitation, all trade names and trademarks associated with the Land and the Improvements, (collectively, the “Personal Property”), but expressly excluding any personal property of USPS (hereinafter defined), and (d) the Land, the Improvements, the Personal Property, the Lease (as hereinafter defined), the Warranties (as hereinafter defined) and all such other rights, interests and properties are collectively called the “Property”.

Agreement to Sell and Convey. Each Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from each Seller, subject to the terms and conditions hereinafter set forth, (a) all / 100% of the issued and outstanding equity interests (the “Contributed Interests”) in Xxxxxxx Xxxxxxxx, LLC, a North Carolina limited liability company (the “Contributed Entity”), that directly owns certain real property being described on Exhibit “A” attached hereto and made part hereof for all purposes, and being described on Exhibit “A” attached hereto and made a part hereof for all purposes, and all rights and appurtenances pertaining thereto including, without limitation, (i) all right, title and interest of Seller the Contributed Entity in and to adjacent streets, roads, alleys and rights-of-way, and any awards made or to be made in connection therewith, (ii) all rights of Seller the Contributed Entity in and to all easements appurtenant to or benefiting such parcels of land, (iii) all development rights, air rights, water rights and mineral rights and interests pertaining to such land, (iv) all strips and gores of land lying adjacent to such land (collectively, the “Land”), (b) all buildings, fixtures and improvements located on the Land (collectively, the “Improvements”), (c) all furniture, fixtures, equipment, machines, apparatus, supplies and personal property of every nature and description and all replacements thereof now owned by Seller the Contributed Entity (but not including any property of USPS (as hereinafter defined) and located in or on the Land and the Improvements, including, without limitation, all of the personal property made a part hereof for all purposes, and all of the right, tite title and interest of Seller the Contributed Entity in and to any and all intangible personal property related to the Land and the Improvements, including, without limitation, all trade names and trademarks associated with the Land and the Improvements, (collectively, the “Personal Property”), but expressly excluding any personal property of USPS (hereinafter defined), and (d) the Land, the Improvements, the Personal Property, the Lease (as hereinafter defined), the Warranties (as hereinafter defined) and all such other rights, interests and properties are collectively called the “Property”.

Agreement to Sell and Convey. Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and conditions hereinafter set forth, all of those five (a5) that certain real property being parcels of land (each a "Parcel" and collectively, the "Parcels") particularly described on Exhibit “A” A attached hereto and made a part hereof for hereto, together with all purposes, and all rights and appurtenances pertaining thereto including, without limitation, (i) all of Seller's right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and any awards made or to be made in connection therewith, to: (ii) all rights of Seller in and to all easements appurtenant to or benefiting such parcels of land, (iii) all development rights, air rights, water rights and mineral rights and interests pertaining to such land, (iv) all strips and gores of land lying adjacent to such land (collectively, the “Land”), (ba) all buildings, fixtures structures, and improvements located on a Parcel (the Land (collectively"Improvements"; together with the Parcel, the “Improvements”), (c) all furniture, fixtures, equipment, machines, apparatus, supplies and personal property of every nature and description "Property"; and all replacements thereof now owned by Seller and located in or on five (5) Properties are sometimes hereinafter referred to collectively as the Land and the Improvements, including, all of the right, tite and interest of Seller in and to any and all intangible personal property related to the Land and the Improvements"Properties"), including, without limitation, all trade names fixtures, machinery, apparatus, equipment, fittings and trademarks associated appliances of every kind and nature whatsoever now or hereafter affixed or attached to or installed in any of the Properties (except as hereafter provided), including all electrical, anti-pollution, heating, lighting (including hanging fluorescent lighting), incinerating, power, air cooling, air conditioning, humidification, sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and ventilating systems, devices and machinery and all engines, pipes, pumps, tanks (including exchange tanks and fuel storage tanks), motors, conduits, ducts, steam circulation coils, blowers, steam lines, compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities, stairwells, fencing (including cyclone fencing), passenger elevators, together with the Land all additions thereto, substitutions therefor and the Improvements, replacements thereof (collectively, the “Personal Property”"Equipment"), but expressly excluding the following: Seller's personal property, trade fixtures and free-standing equipment located on each Parcel which are not deemed to constitute real property fixtures and including any personal property trademarked items and proprietary warming ovens; and (b) all of USPS (hereinafter defined)the easements benefiting, and rights of access appurtenant to, each Property; and (dc) the Landindividually and together, the Improvements, the Personal rights and appurtenances pertaining to each Property, the Lease (as hereinafter defined)including any adjacent streets, the Warranties (as hereinafter defined) roads, alleys, accesses, and all such other rights, interests and properties are collectively called the “Property”-of-way. 2.

Agreement to Sell and Convey. Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and conditions hereinafter set forth, (a) all / 100% of the issued and outstanding equity interests (the “Contributed Interests”) in Xxxx Xxxxxxx Rental, LLC, a North Carolina limited liability company (the “Contributed Entity”), that directly owns certain real property being described on Exhibit “A” attached hereto and made part hereof for all purposes, and being described on Exhibit “A”attached hereto and made a part hereof for all purposes, and all rights and appurtenances pertaining thereto including, without limitation, (i) all right, title and interest of Seller the Contributed Entity in and to adjacent streets, roads, alleys and rights-of-way, and any awards made or to be made in connection therewith, (ii) all rights of Seller the Contributed Entity in and to all easements appurtenant to or benefiting such parcels of land, (iii) all development rights, air rights, water rights and mineral rights and interests pertaining to such land, (iv) all strips and gores of land lying adjacent to such land (collectively, the “Land”), (b) all buildings, fixtures and improvements located on the Land (collectively, the “Improvements”), (c) all furniture, fixtures, equipment, machines, apparatus, supplies and personal property of every nature and description and all replacements thereof now owned by Seller the Contributed Entity (but not including any property of USPS (as hereinafter defined) ..and located in or on the Land and the Improvements, including, without limitation, all of the personal property made a part hereof for all purposes, and all of the right, tite title and interest of Seller the Contributed Entity in and to any and all intangible personal property related to the Land and the Improvements, including, without limitation, all trade names and trademarks associated with the Land and the Improvements, (collectively, the “Personal Property”), but expressly excluding any personal property of USPS (hereinafter defined), and (d) the Land, the Improvements, the Personal Property, the Lease (as hereinafter defined), the Warranties (as hereinafter defined) and all such other rights, interests and properties are collectively called the “Property”.

Agreement to Sell and Convey. Seller Each Seller, each holding a 33.333% membership interest, hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from each Seller, subject to the terms and conditions hereinafter set forth, (a) all / 100% of the issued and outstanding equity interests (the “Contributed Interests”) in American Postal, LLC, a North Carolina limited liability company (the “Contributed Entity”), that directly owns certain real property being described on Exhibit “A” attached hereto and made part hereof for all purposes, and being described on Exhibit “A” attached hereto and made a part hereof for all purposes, and all rights and appurtenances pertaining thereto including, without limitation, (i) all right, title and interest of Seller the Contributed Entity in and to adjacent streets, roads, alleys and rights-of-way, and any awards made or to be made in connection therewith, (ii) all rights of Seller the Contributed Entity in and to all easements appurtenant to or benefiting such parcels of land, (iii) all development rights, air rights, water rights and mineral rights and interests pertaining to such land, (iv) all strips and gores of land lying adjacent to such land (collectively, the “Land”), (bLand”),(b) all buildings, fixtures and improvements located on the Land (collectively, the “Improvements”), (c) all furniture, fixtures, equipment, machines, apparatus, supplies and personal property of every nature and description and all replacements thereof now owned by Seller the Contributed Entity (but not including any property of USPS (as hereinafter defined) and located in or on the Land and the Improvements, including, without limitation, all of the personal property made a part hereof for all purposes, and all of the right, tite title and interest of Seller the Contributed Entity in and to any and all intangible personal property related to the Land and the Improvements, including, without limitation, all trade names and trademarks associated with the Land and the Improvements, (collectively, the “Personal Property”), but expressly excluding any personal property of USPS (hereinafter defined), and (d) the Land, the Improvements, the Personal Property, the Lease (as hereinafter defined), the Warranties (as hereinafter defined) and all such other rights, interests and properties are collectively called the “Property”.

Agreement to Sell and Convey. Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and conditions hereinafter set forth, : (a) that certain real property land lying and being situated in Xxxxx County, Florida, and being described on Exhibit “A” A attached hereto and made a part hereof for all purposes, and purposes together with all rights and appurtenances pertaining thereto including, without limitation, (i) all of Seller’s right, title and interest interest, if any, in and to any and all rights, benefits, privileges, easements, tenements and appurtenances thereon and pertaining thereto, including all of Seller Seller’s right, title and interest, if any, in and to adjacent streets, roads, alleys alleys, easements and rights-of-way, and any awards made or to be made in connection therewith, way (ii) all rights of Seller in and to all easements appurtenant to or benefiting such parcels of land, (iii) all development rights, air rights, water rights and mineral rights and interests pertaining to such land, (iv) all strips and gores of land lying adjacent to such land (collectively, the “Land”), (b) all buildings, fixtures of the buildings and improvements located on the Land (collectively, the “Improvements”), (c) all of Seller’s assignable and transferable right, title and interest in and to all unexpired leases and each amendment, renewal, expansion and extension thereof, subleases, occupancy agreements, licenses and any other agreements for the use, possession or occupancy of the Land or the Improvements as of the Closing Date (as hereinafter defined), together with any refundable security, deposits of tenants thereunder which are in Seller’s possession as of the Closing Date (collectively, the “Leases”), (d) all of Seller’s right, title, interest and obligation in and to any and all service, supply, maintenance and other similar operating contracts that affect the Land or the Improvements (the “Service Contracts”), and which are in effect on the Closing Date, excluding any “national contracts” and Terminable Service Contracts (as defined in Section 4.03(e) hereof), and which are in effect on the Closing Date (collectively, the “Assumed Contracts”), (e) all of Seller’s right, title and interest, if any, in and to any furniture, fixtures, equipment, interior appliances, machines, apparatus, supplies and tangible personal property of every nature and description and all replacements thereof now owned by Seller Seller, if any, and located in or on the Land and or the Improvements, including, but not limited to, the items listed as “Included Inventory” on Exhibit E attached hereto but specifically excluding the items listed as “Excluded Inventory” on Exhibit E attached hereto (the “Tangible Property”), and (f) to the extent transferable without the consent of third parties, all of the Seller’s right, tite title and interest of Seller interest, if any, in and to any the intangible property that is owned by Seller and all intangible personal property related appurtenant to the ownership, operation, maintenance, and use of the Land and the Improvements, Improvements including, without limitation, all of the rights of Seller to the following to the extent that they are specific to the Property and no other real property (i) the use of the name “Bay Club” and any other trade names, trademarks, logos and symbols associated with or used in connection with the Property, (ii) telephone and facsimile numbers owned or maintained by or on behalf of Seller with respect to the Property, (iii) all web addresses, domain names and trademarks associated URLs as well as all social media accounts and logo, photo, video and e-brochure files with respect to the Land Property and (vi) any guaranties, warranties or miscellaneous transferable rights related to the Property, without warranty as to exclusivity or otherwise (the “Intangible Property”) (the Tangible Property and the Improvements, (collectively, Intangible Property are collectively referred to herein as the “Personal Property”), but expressly excluding any personal property of USPS (hereinafter defined), and (d) the . The Land, the Improvements, the Personal PropertyLeases, the Lease (as hereinafter defined)Assumed Contracts, and the Warranties (as hereinafter defined) and all such other rights, interests and properties Personal Property are collectively called the “Property”. Notwithstanding the foregoing, the term “Property” shall not include any of the following: (i) all cash held in any depository accounts in the name of Seller, its manager or its lenders (except for refundable security, deposits to the extent provided herein), (ii) all appraisals or other economic evaluations of, or projections with respect to all or any portion of the Property, (iii) all information and documentation relating to the acquisition cost of the Property, (iv) all insurance policies related to the Property, (v) the management agreement between Seller and Milestone Management, LLC or an affiliate thereof (“Manager”) and all amounts received or receivable from Manager under such contract (the “Management Agreement”), (vi) items of personal property owned by Seller or Manager and used in connection with the Property as part of the integrated systems of ownership, management and/or operations of apartment projects, such as, by way of example and without limitation, the computer software for the key track system, all software related to the computer and phone systems, toll free telephone numbers, other software, corporate licenses, and management and financial reporting systems and software, (vii) any property owned by Manager, (viii) utility deposits, (ix) non-refundable resident fees and deposits, and (x) lump sum payments received under contracts or leases (not including resident leases).