DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest including all rents, issues and profits in and to the following: (a) That certain real property located at 0000 Xxxxxxxx Xxxxxx in the City of Corona, County of Riverside, State of California, as more particularly described on Exhibit A-1, attached hereto (the “Land”), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other improvements located thereon (collectively, the “Improvements”) being part of the Land; (b) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances are sometimes collectively hereinafter referred to as the “Real Property”); (c) All personal property and fixtures (if any) owned by Seller and located on or upon the Building, the Land and Improvements (the “Personal Property”); and (d) A non-exclusive license to use any trademarks and trade names used in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Name”), together with Seller’s interest in and to any service contracts (collectively, the “Service Contracts”) as set forth on Exhibit B attached hereto, guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property (as hereinafter defined), to the extent assignable (collectively, the “Intangible Property”). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni. (e) The Real Property, the Personal Property and the Intangible Property are collectively hereinafter referred to as the “Property”.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Zumiez Inc)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx Xxxxxx known as The Tower on Xxxx Xxxxxxx in the City of CoronaIrving, County of RiversideTexas, State of California, as more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “Land”), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon including, without limitation, all buildings, structures and facilities (collectively, the “Improvements”) being part of the Land);
(b) All of Seller’s interest as lessor in all leases covering the Land and Improvements identified on the Schedule of Leases attached hereto as Exhibit B (said leases, together with any and all amendments, modifications or supplements thereto and guaranties thereof, are hereinafter referred to collectively as the “Leases”), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and conditions of this Agreement;
(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “Real Property”);
(cd) All furniture, appliances, equipment, personal property and fixtures (if any) owned by Seller and located on or upon the BuildingReal Property including, the Land and Improvements but not limited to, those items listed on Exhibit L attached hereto (the “Personal Property”); and
(de) A To the extent assignable without consent, all non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade NameNames”), together with Seller’s interest (if any) in and to any those service contracts (collectively, the “Service Contracts”) as set forth described on Exhibit B attached hereto, J being specifically assigned to Purchaser and any guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (as hereinafter definedbut expressly excluding all information contained on Seller’s website pertaining to the Real Property), all to the extent assignable (collectively, the “Intangible Property”). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “Property”). The Property shall not include any right to the use of the expression “Five Star Service” or “5 Star Service” (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases, provides or will provide to tenants. Purchaser acknowledges that Seller has informed Purchaser that: (a) Seller’s parent has created a program to describe the services which Seller and its affiliates provide to the tenants of properties owned by Seller and those affiliates, and has named such program “Five Star Service”; (b) Seller’s parent has expended significant sums of money to develop its Five Star Service program; and (c) Seller’s parent intended at all times that the expression Five Star Service be proprietary. Any unauthorized use of the expression Five Star Service to describe property related services for tenants of any property owned by Purchaser or any affiliate of Purchaser may cause damage to Seller or its affiliates. Accordingly, Purchaser covenants that it shall not use the term Five Star Service in connection with Purchaser’s ownership of the Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s 's right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx 15060 Xxxxxxx Xxxxxxxxx, xx xxx Xxxx xx Xxx Xxxxxxx, Xxxxxx in the City of Corona, County of Riversidexx Xos Angeles, State of California, as more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “"Land”"), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon (collectively, the “"Improvements”) being part of the Land");
(b) All of Seller's interest as lessor in all leases covering the Land and Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the "Leases" and are identified on the Schedule of Leases attached hereto as Exhibit B); (c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s 's right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “"Real Property”");
; (cd) All tangible personal property and fixtures located now or at the Closing on or about the Land or Improvements or attached or appurtenant thereto or used in connection with the operation thereof, but excluding: (if anyi) tangible personal property owned by Seller tenants under Leases in their capacity as tenants, and (ii) all other tangible personal property and fixtures located on or upon the Building, about the Land or Improvements which are not owned by Seller. (The tangible personal property and Improvements (fixtures described in the “preceding sentence is referred to in this Agreement as the "Personal Property”"); and
(de) A All non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s 's affiliated companies (collectively, the “"Trade Name”Names"), together with Seller’s 's interest (if any) in and to any service contracts (collectivelycontracts, the “Service Contracts”) as set forth on Exhibit B attached heretoutility contracts, telephone exchange numbers, advertising materials, guarantees, licenses, entitlements, approvals, certificates, permits plans and specifications, permits, governmental approvals and development rights, and warranties relating to the Property (as hereinafter defined)Property, to the extent assignable (collectively, the “"Intangible Property”"). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “"Property”").
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 10055, 10075, 10155, 10225, 10355 and 00000 Xxxxxxxx Xxxxxx in the City of CoronaXxxxx, County of RiversideXxxxxxxxxxx, State of CaliforniaXxxxxxxx 00000, as more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “"Land”"), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon including, without limitation, all buildings, structures and facilities (collectively, the “"Improvements”) being part of the Land");
(b) All of Seller’s interest as lessor in all leases covering the Land and Improvements identified on the Schedule of Leases attached hereto as Exhibit B (said leases, together with any and all amendments, modifications or supplements thereto and guaranties thereof, are hereinafter referred to collectively as the "Leases"), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and conditions of this Agreement;
(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “"Real Property”");
(cd) All furniture, appliances, equipment, personal property and fixtures (if any) owned by Seller and located on or upon the BuildingReal Property including, the Land and Improvements but not limited to, those items listed on Exhibit L attached hereto (the “"Personal Property”"); and;
(de) A To the extent assignable without consent, all non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “"Trade Name”Names"), together with Seller’s interest (if any) in and to any those service contracts (collectively, the “Service Contracts”) as set forth described on Exhibit B attached hereto, J being specifically assigned to Purchaser and any guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (as hereinafter definedincluding the domain name "xxxxxxxxxxxxxxxxx.xxx," but expressly excluding all information contained on Seller’s website pertaining to the Real Property), all to the extent assignable (collectively, the “"Intangible Property”"). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “"Property”.");
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service xxxx or expression "5-Star Service" or "5-Star Worldwide" (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller's right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller; (h) cash and accounts; and (i) and any and all "Proprietary Materials" (as hereinafter defined). For purposes of this Agreement, the following terms shall heave the following meanings:
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase from Seller all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx 00000 Xxxxxxxxx Xxxx., xx xxx Xxxx xx Xxxxxx, Xxxxxx in the City of Corona, County of RiversideLos Angeles, State of California, as more particularly described on Exhibit A-1, A attached hereto (the “Land”), together with one (1) industrial the single-tenant building of located thereon containing approximately 168,450 35,785 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”)feet, as more particularly depicted on Exhibit A-2, attached hereto and all other buildings, structures, fixtures and improvements located thereon thereon, together with the parking spaces located on the Land and any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots and facilities, landscaping, roadways, sidewalks, security devices and other improvements located on the Land (collectively, collectively the “Improvements”) being part of the Land);
(b) All right, title and interest of the lessor under that certain lease covering the Land and Improvements (said lease, together with any and all amendments, modifications or supplements thereto, is hereinafter referred to collectively as the “Lease” and all such documents are identified on the Schedule of Lease attached hereto as Exhibit B), which Lease is with ITT Educational Services, Inc., a Delaware corporation (“Tenant”);
(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including Seller’s interest in the Lease) are sometimes collectively hereinafter referred to as the “Real Property”);
(cd) All tangible personal property and fixtures (if any) owned by Seller and located on related to ownership or upon operation of the BuildingReal Property including, without limitation, the Land and Improvements personal property identified in Schedule A of Exhibit E (the “Personal Property”); and
(de) A non-exclusive license to use any trademarks and trade names used in connection with the Real Property, but only to the extent that the same are not trademarks or trade names All of Seller or any of Seller’s affiliated companies (collectively, the “Trade Name”), together with Seller’s interest in and to any service contracts (collectively, the “Service Contracts”) as set forth on Exhibit B attached heretocontracts, guarantees, licenses, entitlements, approvals, certificates, permits permits, warranties and warranties guaranties relating to the Property, any names, marks, logos, designs or other intellectual property, transferable licenses and franchises used in or relating to the ownership, occupancy or operation of the Property (as hereinafter defined)or any part thereof, all assignable signage rights, utility and development rights and privileges, general intangibles, business records, site plans, surveys, environmental and other physical reports, plans and specifications pertaining to the Property, any assignable websites and domains, to the extent assignable (collectively, the “Intangible Property”). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property and Property, the Intangible Property are sometimes collectively hereinafter referred to as the “Property”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gc Net Lease Reit, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx Xxxxxx in the City of Corona0000-0000, County of RiversideXxxxxxx Xxxx, State of CaliforniaXxxxxx, as Xxxxx, more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “Land”), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon including, without limitation, all buildings, structures and facilities (collectively, the “Improvements”) being part of the Land);
(b) All of Seller’s interest as lessor in all leases covering the Land and Improvements identified on the Schedule of Leases attached hereto as Exhibit B (said leases, together with any and all amendments, modifications or supplements thereto and guaranties thereof, are hereinafter referred to collectively as the “Leases”), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and conditions of this Agreement;
(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “Real Property”);
(cd) All furniture, appliances, equipment, personal property and fixtures (if any) owned by Seller and located on or upon the BuildingReal Property including, the Land and Improvements but not limited to, those items listed on Exhibit L attached hereto (the “Personal Property”); and;
(de) A To the extent assignable without consent, all non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade NameNames”), together with Seller’s interest (if any) in and to any those service contracts (collectively, the “Service Contracts”) as set forth described on Exhibit B attached hereto, J being specifically assigned to Purchaser and any guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (as hereinafter definedincluding the domain name xxxxxxxxxxxxxxxxxxxx.xxx, but expressly excluding all information contained on Seller’s website pertaining to the Real Property), all to the extent assignable (collectively, the “Intangible Property”). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “Property”.);
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service xxxx or expression “5-Star Service” or “5-Star Worldwide” (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller’s right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller; (h) cash and accounts, and (i) and any and all “Proprietary Materials” (as hereinafter defined). For purposes of this Agreement, the following terms shall heave the following meanings:
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration Subject to all of the mutual undertakings terms and conditions of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedthis Agreement, Seller hereby agrees to sell and convey to Purchaser Purchaser, and Purchaser hereby agrees to acquire and purchase from Seller all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx Xxxxxx in the City of CoronaXxxxxxxxx, County of RiversideXxxxx, State of CaliforniaNevada, as consisting of approximately 40 acres of undeveloped land, more particularly described on Exhibit A-1, attached hereto (the “Land”), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, EXHIBIT A attached hereto and all other incorporated herein by this reference (the "LAND") together with any improvements located thereon (collectively, the “Improvements”) being part of the Land"IMPROVEMENTS");
(b) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, Improvements including, without limitation, all of Seller’s rightmineral, title water and interestair rights, if any, in all development rights and to all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s rightway, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such rights, privileges, easements and appurtenances are sometimes collectively hereinafter referred to as the “Real Property”"REAL PROPERTY");
(c) All personal property property, equipment, supplies and fixtures (if anycollectively, the "PERSONAL PROPERTY") owned by Seller and located on used or upon useful in the Buildingoperation of the Real Property, a list of which shall be delivered to Purchaser no later than five (5) days after the Land date of this Agreement for Purchaser's review and Improvements (the “Personal Property”)approval; and
(d) A non-exclusive license to use any trademarks and trade names All intangible property used or useful in connection with the Real Propertyforegoing including, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectivelywithout limitation, the “Trade Name”), together with Seller’s interest in and to any service contracts (collectively, the “Service Contracts”) as set forth on Exhibit B attached heretocontract rights, guarantees, licenses, entitlementspermits, approvals(including use permits) warranties, certificatesauthorizations, permits approvals and, subject to SECTION 3(B), deposits (governmental or otherwise), surveys, plans, specifications and warranties other rights relating to the Property construction, ownership, use and operation of all or any part of the Land and Improvements and any and all other entitlements (as hereinafter defined), to the extent assignable (collectively, the “Intangible Property”"INTANGIBLE PERSONAL PROPERTY"). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to as the “Property”"PROPERTY".)
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx Xxxxxx in the City of CoronaXxxxxxxxxxxxx Xxxxxxxxx, County of RiversideXxxxxxxxxxxx, State of CaliforniaXxxxxxxx, as more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “Land”), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon including, without limitation, all buildings, structures and facilities (collectively, the “Improvements”) being part of the Land);
(b) All of Seller’s interest as lessor in all leases covering the Land and Improvements identified on the Schedule of Leases attached hereto as Exhibit B (said leases, together with any and all amendments, modifications or supplements thereto and guaranties thereof, are hereinafter referred to collectively as the “Leases”), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and conditions of this Agreement;
(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “Real Property”);
(cd) All furniture, appliances, equipment, personal property and fixtures (if any) owned by Seller and located on or upon the BuildingReal Property including, the Land and Improvements but not limited to, those items listed on Exhibit L attached hereto (the “Personal Property”); and;
(de) A To the extent assignable without consent, all non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade NameNames”), together with Seller’s interest (if any) in and to any those service contracts (collectively, the “Service Contracts”) as set forth described on Exhibit B attached hereto, J being specifically assigned to Purchaser and any guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (as hereinafter definedincluding the domain name xxxxxxxxxxxxxxxx.xxx, but expressly excluding all information contained on Seller’s website pertaining to the Real Property), all to the extent assignable (collectively, the “Intangible Property”). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “Property”.);
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service xxxx or expression “5-Star Service” or “5-Star Worldwide” (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller’s right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) cash and accounts; (h) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller, including any proceeds reimbursing Seller for costs of the repairs and improvements as a result of a fire on April 17, 2013; and (i) and any and all “Proprietary Materials” (as hereinafter defined). For purposes of this Agreement, the following terms shall heave the following meanings:
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of purchase price and upon the parties terms and conditions hereinafter set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedforth, Seller hereby agrees to shall sell and convey to Purchaser and Purchaser hereby agrees to shall purchase from Seller all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(ai) That that certain real property containing approximately 3.779 acres of land on which is situated a single tenant industrial building, and being located at 0000 Xxxxxxxx Xxxxxx in the City of Corona2659 Nova Drive, County of RiversideDallas, State of CaliforniaDallas County, as more particularly described on Exhibit A-1, attached hereto Texas (the “Land”"IMPROVED PROPERTY"), together with one xxx (1xx) industrial building xxxx xxxxxxx xxxxxxxxxx xxxxx xx land containing approximately 1.55 acres of approximately 168,450 square feet inclusive land, and being located on the east side of an approximately 9,296 square feet Grissom Lane, north of two Nova Drive (2) story office space (“Building”the "UNIMPROVED PROPERTY"), as more particularly depicted on Exhibit A-2, attached hereto and being all other improvements located thereon of the following described property (collectively, the “Improvements”) being part of the Land;"PROPERTY"):
(b) All rightsi. The real property located in Dallas County, privilegesTexas, easements which is described on EXHIBIT "A" attached hereto, together with all rights and appurtenances pertaining to the Land and the Improvements, if anysuch real property, including, without limitation, any and all right, title, and interest of Seller in and to adjacent road, alleys, easements, streets and ways (the "LAND");
ii. All improvements, structures and fixtures placed, constructed or installed on the Land (the "IMPROVEMENTS");
iii. All (i) mechanical systems and related building equipment attached to the Improvements or located upon the Land, including, but not limited to, electrical systems, plumbing systems, heating systems, air conditioning systems, security, alarm and/or entry systems, but excluding only the Seller's movable trade fixtures and items of personal property which are used by Seller solely in connection with the operation of Seller’s right's business upon the Land and which can be removed without causing material damage to the Land or Improvements, title and (ii) all utilities, waste water capacity and related utility rights (collectively, the "PERSONAL PROPERTY");
iv. Seller's interest in all warranties, guaranties and bonds relating to the Land, the Improvements, and the Personal Property, to the extent the same are assignable;
v. All site plans, surveys, plans and specifications, and floor plans in Seller's possession for the Property and which relate to the Land, the Improvements, or the Personal Property; and
vi. All intangible property owned or held by Seller or in which Seller has an interest, if any, in and to all easements; connection with any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building and the Improvements (or the Land, the Buildingoperations thereon, and the Improvements and all such easements and appurtenances are sometimes collectively hereinafter referred right to as the “Real Property”);
(c) All personal property and fixtures (if any) owned by Seller and located on use thereof, including but not limited to Seller's rights under governmental permits or upon the Building, the Land and Improvements approvals (the “Personal Property”"INTANGIBLE PROPERTY"); and
(d) A non-exclusive license to use any trademarks and trade names used in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Name”), together with Seller’s interest in and to any service contracts (collectively, the “Service Contracts”) as set forth on Exhibit B attached hereto, guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property (as hereinafter defined), to the extent assignable (collectively, the “Intangible Property”). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property and the Intangible Property are collectively hereinafter referred to as the “Property”.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Timco Aviation Services Inc)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at East 0000 Xxxxxxxx Xxxxxx in the City of CoronaXxxx, County of RiversideDallas, State of CaliforniaTexas, as more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “Land”), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon including, without limitation, all buildings, structures and facilities (collectively, the “Improvements”) being part of the Land);
(b) All of Seller’s interest as lessor in all leases covering the Land and Improvements identified on the Schedule of Leases attached hereto as Exhibit B (said leases, together with any and all amendments, modifications or supplements thereto and guaranties thereof, are hereinafter referred to collectively as the “Leases”), together with all leases of the Real Property hereafter entered into by Seller in accordance with the terms and conditions of this Agreement;
(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller’s interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “Real Property”);
(cd) All furniture, appliances, equipment, personal property and fixtures (if any) owned by Seller and located on or upon the BuildingReal Property including, the Land and Improvements but not limited to, those items listed on Exhibit L attached hereto (the “Personal Property”); and;
(de) A To the extent assignable without consent, all non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade NameNames”), together with Seller’s interest (if any) in and to any those service contracts (collectively, the “Service Contracts”) as set forth described on Exhibit B attached hereto, J being specifically assigned to Purchaser and any guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property, and other intangible property relating to the Real Property, including, without limitation, the webnames pertaining to the Real Property (as hereinafter definedincluding the domain name xxxxxxxxxxxxxxxxxxx.xxx, but expressly excluding all information contained on Seller’s website pertaining to the Real Property), all to the extent assignable (collectively, the “Intangible Property”). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Leases, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “Property”.);
(a) any trademarks, trade names, service marks or other intangible property of any kind or nature owned directly or indirectly by any Affiliate (as hereinafter defined) of Seller or any Affiliate of any such Affiliate (other than Seller) or owned by any of the tenants, contractors or licensees of Seller or the Real Property; (b) any right to the use of the service xxxx or expression “5-Star Service” or “5-Star Worldwide” (or any derivation thereof, or any substantially similar term) to describe the services which Purchaser, as landlord under the Leases or under any other leases, provides or will provide to tenants; (c) intentionally omitted; (d) any computer software which either is licensed to Seller or which Seller deems proprietary; (e) all of Seller’s right and interest in and to all rents, charges and other income accruing under the Leases for any period prior to and including the date of Closing; (f) any property owned by any leasing or managing agent for the Real Property, any direct or indirect beneficial owner or other Affiliate of Seller or any Affiliate of any such agent, other than Seller, or by tenants, contractors or licensees; (g) all rights and interests of Seller under that certain Settlement Agreement and Release, dated October 26, 2012, among RealNet Properties, Ltd., Xxxx Xxxx and Seller; (h) except or provided in Section 16, all rights, claims and interests of Seller in, to and under all insurance policies maintained by Seller; (i) cash and accounts; and (j) and any and all “Proprietary Materials” (as hereinafter defined). For purposes of this Agreement, the following terms shall heave the following meanings:
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s 's right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx 000-000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx in the City Xxxxxxxx, Xxxxxx of CoronaXxxxxxxxxx, County Commonwealth of RiversidePennsylvania, State of California, as more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “"Land”"), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon (collectively, the “"Improvements”) being part of the Land");
(b) All of Seller's interest as lessor in all leases covering the Land and Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the "Leases" and are identified on the Schedule of Leases attached hereto as Exhibit B); (c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s 's right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “"Real Property”");
; (cd) All personal property and fixtures (if any) owned by Seller and located on or upon the Building, the Land and Improvements Real Property (the “"Personal Property”"); and
(de) A All non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s 's affiliated companies (collectively, the “"Trade Name”Names"), together with Seller’s 's interest (if any) in and to any service contracts (collectively, the “Service Contracts”) as set forth on Exhibit B attached heretocontracts, guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to the Property (as hereinafter defined)Property, to the extent assignable (collectively, the “"Intangible Property”"). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “"Property”").
Appears in 1 contract
Samples: Purchase and Sale Agreement (Brandywine Realty Trust)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell sell, assign and convey to Purchaser Purchaser, and Purchaser hereby agrees to purchase from Seller Seller, all of Seller’s 's right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx 00000 Xxxxxxx Xxxxxxxxx, xx xxx Xxxx xx Xxx Xxxxxxx, Xxxxxx in the City of Corona, County of RiversideLos Angeles, State of California, as more particularly described on Exhibit A-1, A attached hereto and incorporated herein by this reference (the “"Land”"), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other any improvements located thereon (collectively, the “"Improvements”) being part of the Land");
(b) All of Seller's interest as lessor in all leases covering the Land and Improvements (said leases, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the "Leases" and are identified on the Schedule of Leases attached hereto as Exhibit B);
(c) All rights, privileges, easements and appurtenances to the Land and the Improvements, if any, including, without limitation, all of Seller’s 's right, title and interest, if any, in and to all mineral and water rights and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the Building, and the Improvements and all such easements and appurtenances (including, without limitation, Seller's interest as lessor under the Leases) are sometimes collectively hereinafter herein after referred to as the “"Real Property”");
(cd) All tangible personal property and fixtures located now or at the Closing on or about the Land or Improvements or attached or appurtenant thereto or used in connection with the operation thereof, but excluding: (if anyi) tangible personal property owned by Seller tenants under Leases in their capacity as tenants, and (ii) all other tangible personal property and fixtures located on or upon the Building, about the Land or Improvements which are not owned by Seller. (The tangible personal property and Improvements (fixtures described in the “preceding sentence is referred to in this Agreement as the "Personal Property”"); and
(de) A All non-exclusive license to use any trademarks and trade names (if any) used or useful in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s 's affiliated companies (collectively, the “"Trade Name”Names"), together with Seller’s 's interest (if any) in and to any service contracts (collectivelycontracts, the “Service Contracts”) as set forth on Exhibit B attached heretoutility contracts, telephone exchange numbers, advertising materials, guarantees, licenses, entitlements, approvals, certificates, permits plans and specifications, permits, governmental approvals and development rights, and warranties relating to the Property (as hereinafter defined)Property, to the extent assignable (collectively, the “"Intangible Property”"). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property Property, the Trade Names and the Intangible Property are sometimes collectively hereinafter referred to as the “"Property”").
Appears in 1 contract
DESCRIPTION OF THE PROPERTY. 2.1 In consideration of the mutual undertakings of Purchase Price and upon the parties terms and conditions hereinafter set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedforth, Seller hereby agrees to shall sell and convey to Purchaser and Purchaser hereby agrees to shall purchase from Seller all of Seller’s right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx Xxxxxx in the City of Corona, County of Riverside, State of California, as more particularly described on Exhibit A-1, attached hereto (the “2.1.1 The Land”), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other improvements located thereon (collectively, the “Improvements”) being part of the Land;
(b) All rights, privileges, easements rights and appurtenances pertaining to the Land and the Improvements, if anysuch real estate, including, without limitation, any and all rights of Seller’s right, title and interest, if any, Seller in and to all roads, alleys, easements; any interest in any public streets, roads or rights-of-way streets and ways adjacent to or abutting the Land; all , strips and gores and rights of Seller’s rightingress and egress thereto and any reversionary rights relating thereto;
2.1.2 All improvements, title structures and interestfixtures placed, if any, in and to any and all oil, natural gas, other hydrocarbon substances, constructed or other minerals underlying installed on the Land; and any , being the Project, related parking spaces and all other reversions, remainders structures and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building and the Improvements amenities located thereon (the Land, the Building, and the Improvements and all such easements and appurtenances are sometimes collectively hereinafter referred to as the “Real Property”"Improvements");
(c) 2.1.3 All fixtures, furniture, carpeting, draperies, appliances, building supplies, equipment, tools, machinery, inventory, and other items of personal property and fixtures (if any) owned by Seller and located on presently and hereafter affixed, attached to, placed or situated upon the Building, the Land or Improvements and Improvements (the “Personal Property”); and
(d) A non-exclusive license to use any trademarks and trade names used in connection with the Real Propertyownership, operation and occupancy of the Land or improvements ("Personalty"), including those items described on Exhibit "B" attached hereto, but only speciflcally excluding any items of personal property owned by tenants ("Tenants") of the Land or Improvements and further excluding any items of personal property owned by third parties and leased to Seller;
2.1.4 Seller's interest in all apartment leases ("Leases") now or hereafter affecting the extent that the same are not trademarks Land or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Name”)Improvements, together with all refundable security deposits in Seller’s 's possession ("Security Deposits") of Tenants occupying the Land or Improvements as shown in such Leases, which Security Deposits shall be credited against the Purchase Price in accordance with Section 7.1;
2.1.5 Seller's interest in all assignable leasing, service, supply and maintenance contracts and all deposits made thereunder, excluding utility deposits ("Contracts") and all trade names, rights to any service contracts plans and drawings, if any, and other intangible property, including all leasing records and documents of Seller which pertain to the operation of the Property (collectivelythe "Intangible Property") relating to the Land, the “Service Contracts”) as set forth on Exhibit B attached heretoImprovements, guarantees, or Personalty; and
2.1.6 All transferable licenses, entitlementspermits, certificates, approvals, certificatesauthorizations, permits variances and warranties relating to the Property consents, if any (as hereinafter definedcollectively "Permits"), to the extent assignable (collectivelyissued or granted by governmental or quasi-governmental bodies, the “Intangible Property”). Use officers or authorities in respect of the Trade Nameownership, West Corona Corporate Centeroccupancy, use and operation of the Land, Improvements and Personalty.
2.2 The items described In Section 2.1 shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property and the Intangible Property are collectively hereinafter referred to collectively herein as the “"Property”" or the "Project".
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Apple Residential Income Trust Inc)
DESCRIPTION OF THE PROPERTY. In consideration of the mutual undertakings of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller Stonewood hereby agrees to sell and convey to Purchaser Macerich and Purchaser Macerich hereby agrees to purchase from Seller Stonewood all of Seller’s Stonewood's right, title and interest including all rents, issues and profits in and to the following:
(a) That certain real property located at 0000 Xxxxxxxx Xxxxxx in the City of CoronaDowney, County of RiversideXxx Xngeles, State of California, as and more particularly described on Part I of Exhibit A-1, A attached hereto (the “"Fee Land”"), together with one (1) industrial building of approximately 168,450 square feet inclusive of an approximately 9,296 square feet of two (2) story office space (“Building”), as more particularly depicted on Exhibit A-2, attached hereto and all other improvements located thereon (collectively, the “Improvements”) being part of the Land;
(b) All of Stonewood's interest as lessee in that certain ground lease more particularly described on Exhibit M-2 attached hereto (said ground lease, together with any and all amendments, modifications, supplements or extensions thereto, is hereinafter referred to as the "Ground Lease") pursuant to which such Ground Lease, Stonewood ground leases that certain real property located in the City of Downey, County of Xxx Xngeles, State of California and more particularly described on Part II of Exhibit A attached hereto ("Leasehold Land"). The Fee Land and the Leasehold Land are hereinafter collectively referred to as the "Land";
(c) All buildings and improvements located on the Land (collectively, "Improvements"), which Land and Improvements are commonly known as Stonewood Shopping Center.
(d) All of Stonewood's interest as lessor in all leases, subleases and other occupancy agreements covering the Land and Improvements (said agreements, together with any and all amendments, modifications, supplements or extensions thereto, are hereinafter referred to collectively as the "Leases") and are identified in the Rent Roll (hereinafter defined);
(e) All of Stonewood's interest in all rights, privileges, easements and appurtenances to the Land and the Improvements, if any, Improvements including, without limitation, all of Seller’s right, title and interest, if any, Stonewood's interest in and to oil, gas and other minerals and water rights 1 and all easements; any interest in any public streets, roads or rights-of-way adjacent to or abutting the Land; all of Seller’s right, title and interest, if any, in and to any and all oil, natural gas, other hydrocarbon substances, or other minerals underlying the Land; and any and all other reversions, remainders and appurtenances pertaining to or benefiting the Land and other appurtenances used or connected with the beneficial use or enjoyment of the Land, the Building Land and the Improvements (the Land, the BuildingImprovements, and the Improvements and all such rights, privileges, easements and appurtenances (including, without limitation, Stonewood's interest as lessor under the Leases) are sometimes collectively hereinafter referred to as the “"Real Property”");
(cf) All personal property property, equipment, supplies and fixtures (if anycollectively, "Personal Property") owned by Seller and Stonewood located on the Real Property and used or upon useful in the Buildingoperation of the Real Property, including, without limitation, the Land personal property identified in Exhibit O attached hereto;
(g) All of Stonewood's right, title and Improvements interest in and to any and all reciprocal easement agreements, supplemental or separate agreements with an Anchor (hereinafter defined) development agreements, and the “Personal like of or pertaining to the Property”, all as more particularly described on Exhibit L-2 as attached hereto (each an "Operating Agreement" and collectively, the "Operating Agreements"); and
(dh) A non-All trademarks, trade names (including, without limitation, the exclusive license right to use any trademarks and trade names used in connection with the Real Property, but only to the extent that the same are not trademarks or trade names of Seller or any of Seller’s affiliated companies (collectively, the “Trade Name”name Stonewood Shopping Center), together with Seller’s interest in and to any service contracts (collectively, the “Service Contracts”) as set forth on Exhibit B attached heretocontract rights, guarantees, licenses, entitlements, approvals, certificates, permits and warranties relating to used or useful in connection with the foregoing and all telephone numbers for the Property (as hereinafter defined), to the extent assignable (collectively, the “"Intangible Personal Property”"). Use of the Trade Name, West Corona Corporate Center, shall be subject at all times during the period of ownership or control of the Property by Seller to the rights of an affiliate of Seller, Panattoni Development Company, Inc. (“Panattoni”), to use the name of the project, West Corona Corporate Center, for promoting the development of the Project by Panattoni.
(e) The Real Property, the Personal Property and the Intangible Personal Property are sometimes collectively hereinafter referred to as the “"Property”").
(i) Notwithstanding anything to the contrary contained herein, all payments payable under Section 7 of that certain License Agreement dated August 17, 1989 are not included in the term "Property" and are not being transferred pursuant to this Agreement.
Appears in 1 contract
