Common use of Properties - Real and Personal Assets Clause in Contracts

Properties - Real and Personal Assets. The conveyance to Purchaser by Seller of each Property shall include Seller's right, title and interest, if any, in and to the following: (i) except as set forth on Exhibit M attached hereto, all tracts, lots or parcels of land identified on Exhibit A ("Parcels") regardless of whether Seller allocates or provide a NBV for the Parcels; all parking lots, areas, garages, parking decks or other facilities used in connection with the Properties; (ii) all rights, privileges and easements appurtenant to the Parcels, including, without limitation, all of Seller's right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances, development rights, land use entitlements, including without limitation building permits, licenses, permits and certificates, utilities commitments, air rights, water, water rights, sewerage allocations, riparian rights and water stock relating to the Properties and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Properties, and all of Seller's right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Properties (collectively, "Appurtenances"); (iii) all improvements and fixtures located on the Parcels or Appurtenances, including, without limitation, the buildings and other improvements ("Buildings") erected or existing thereon; all other improvements integral to the use or operation of the Properties, regardless of whether such improvements are located on the Properties; all apparatus, fixtures, equipment, and appliances attached to or located on the Properties or used in connection with the operations or occupancy of the Properties, such as heating and air conditioning systems and facilities used to provide any utility, refrigeration, ventilation, garbage disposal, recreation or other services on the Properties; (iv) except as set forth on Exhibit N attached hereto and as set forth below, all tangible personal property owned by Seller and located on and used in connection with the Properties, including, without limitation, all building plans; all common area furnishings and equipment; all pylons, monuments and other signage; all maintenance tools, vehicles and equipment; all cafeterias or commissaries, including, without limitation, all fixtures, equipment and appliances used in connection therewith; any gymnasiums, fitness or exercise centers, including, without limitation, all equipment, fixtures and furnishings therein located; and, at all properties that include retail banking facilities, all vaults, vault doors, drive-through facilities and equipment, teller counters and equipment and under-counter steel (collectively, "Tangible Personal Property"); (v) all intangible personal property now or hereafter owned by Seller and used in the ownership, use or operation or development of the Property or the Tangible Personal Property, including, without limitation, all building licenses and permits to the extent transferable; all warranties and guaranties to the extent transferable, together with all tenant leases, agreements, records, substantive correspondence and other documents affecting in any way a right to occupy any portion of the Properties and all guaranties thereof and all amendments thereto (collectively, "Intangible Personal Property"). Notwithstanding the foregoing, the conveyance to Purchaser by Seller of each Property shall specifically exclude the following (collectively, "Excluded Items"): (i) any Tangible Personal Property that is located in or used exclusively in connection with the Retained Premises and (ii) all trade fixtures, equipment, furniture, furnishings, supplies, records, documents, cash, coin, and other items of moveable personal property relating to the operation of Seller's business, including, without limitation, all safe deposit boxes (but not the nests or frames thereof), safes, Seller identification signage, automated teller machines ("ATM") connected to or located within the Buildings or situated as freestanding structures on the Property and ATM equipment, telecommunication equipment, security systems and equipment, satellite dishes and antennas, computers, computer terminals and computer equipment, any office equipment (whether leased or owned) located in the Buildings, framed artwork not permanently affixed to the Property, and any personal property belonging to any tenant occupying any portion of the Property. All of the Excluded Items are hereby excluded from the Properties to be conveyed hereunder and shall remain the property of Seller.

Properties - Real and Personal Assets. (a) The conveyance Properties to be conveyed to Purchaser by Seller are comprised of each Property shall include Seller's ’s right, title and interest, if any, in and to the following: (i) except as set forth on Exhibit M attached hereto, all tracts, lots or parcels each parcel of land ( the “Land” and, collectively, “Lands”) and each Leasehold Estate, in each case identified and more particularly described on Exhibit A ("Parcels") regardless of whether Seller allocates or provide a NBV for the Parcels; all parking lots, areas, garages, parking decks or other facilities used in connection with the PropertiesProperty Information Schedule; (ii) all rights, privileges and easements appurtenant to the ParcelsLands, including, without limitation, all of Seller's right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances, development rights, land use entitlements, including including, without limitation limitation, building permits, licenses, permits and certificates, utilities commitments, air rights, water, water rights, sewerage allocations, riparian rights and water stock relating to the Properties Land and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the PropertiesLand, and all of Seller's right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Properties Land (collectively, "“Appurtenances"”); (iii) all buildings and improvements and fixtures located on the Parcels Lands or AppurtenancesLeasehold Estates (collectively, including“Buildings”); (iv) except as set forth below, all fixtures and equipment customarily considered to be part of real property (to the extent located on the Land or within a Building), including without limitation, the buildings and other improvements ("Buildings") erected or existing thereon; all other improvements integral to the use or operation of the Properties, regardless of whether such improvements are located on the Properties; all apparatus, fixtures, equipment, and appliances attached to or located on the Properties or used in connection with the operations or occupancy of the Properties, such as heating and air conditioning systems and systems, facilities used to that provide any utility, refrigeration, ventilation, garbage disposal, recreation disposal or other services on the Propertiessimilar service, teller counters and under counter steel (but not cash dispensing units or teller machines), vaults and vault doors, drive-in banking kiosks, air conditioning equipment, kitchen equipment and appliances and structural pylons or monument sign frames associated with exterior signs (collectively, “Fixtures and Equipment”); (ivv) except as set forth on Exhibit N attached hereto and as set forth below, all tangible personal property owned by Seller and located on and used in connection with the Properties, including, without limitation, all building plans; all common area furnishings and equipment; all pylons, monuments and other signage; all maintenance tools, vehicles and equipment; all cafeterias or commissaries, including, without limitation, all fixtures, equipment and appliances used in connection therewith; any gymnasiums, fitness or exercise centers, including, without limitation, all equipment, fixtures and furnishings therein located; and, at all properties that include retail banking facilities, all vaults, vault doors, drive-through facilities and equipment, teller counters and equipment and under-counter steel (collectively, "Tangible Personal Property"); (v) all intangible personal property now or hereafter owned by Seller and used in the ownership, ownership or use or operation or development by Seller as the owner of the Property Lands, Leasehold Estates or the Tangible Personal Propertya Building, including, without limitation, all building licenses and permits to the extent transferable; all warranties and guaranties to the extent transferable, together with all tenant leases, agreements, records, substantive correspondence and other documents affecting in any way a right to occupy any portion of the Properties with such tenants and all guaranties thereof and all amendments thereto thereto, in all of the foregoing instances to the extent customarily conveyed in real estate sale transactions (collectively, "“Intangible Personal Property"”). Notwithstanding the foregoing, the conveyance to Purchaser by Seller of each Property shall specifically exclude the following (collectively, "“Excluded Items"): (iItems”):(x) any Tangible Personal Property that is located in or used exclusively in connection with the Retained Premises and (ii) all furniture, trade fixtures, personal property and non-building related equipment, furnitureincluding, furnishingsbut not limited to, file cabinets, office equipment, supplies, records, documents, audio/visual equipment, artwork, antiques, furnishings, oriental or area carpets, plants, security systems and cameras, computers and computer software, telephones and telecommunications equipment, satellite dishes and antennas, cash, coin, and other items of moveable personal property relating to the operation of Seller's business, including, without limitation, all safe deposit boxes (but not including the nests or frames thereof), safeslockers and free standing vaults, Seller identification signagecash dispensing units, automated teller machines ATMs ("ATM") whether connected to or located within the Buildings or situated as freestanding structures on the Property Property) and ATM equipment, telecommunication equipmentinterior and exterior signs proprietary to Seller, security systems and equipment, satellite dishes and antennas, computers, computer terminals and computer equipment, any office equipment (whether leased or ownedy) located in the Buildings, framed artwork not permanently affixed to the Property, and any personal property belonging to Seller and located within any Leased Premises or Release Premises, and (z) any property of a tenant occupying any portion of the Property. All of the Excluded Items are hereby excluded from the Properties to be conveyed hereunder and shall remain the property of SellerSeller or the third party owner thereof.

Properties - Real and Personal Assets. (a) The conveyance to Purchaser by Seller of each Property shall include Seller's right, title and interest, if any, fee interest in and to the following: (i) except as set forth on Exhibit M attached hereto, all tracts, lots those certain identified tracts or parcels of land identified on Exhibit A ("Parcels") regardless of whether Seller allocates or provide a NBV for the Parcels; all parking lots), areas, garages, parking decks or other facilities used in connection with the Properties; (ii) all rights, privileges and easements appurtenant to the Parcels, including, without limitation, all of Seller's right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances, development rights, land use entitlements, including without limitation building permits, licenses, permits and certificates, utilities commitments, air rights, water, water rights, sewerage allocations, riparian rights and water stock relating to the Properties and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Properties, and all of Seller's right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Properties (collectively, "Appurtenances"); (iii) all improvements and fixtures located on the Parcels or Appurtenances, including, without limitation, the buildings and other improvements ("Buildings") erected or existing thereon; and all other improvements integral to the use or operation of the Properties, regardless of whether such improvements are located erected on the Properties; all apparatus, fixtures, equipment, Parcels and appliances fixtures and equipment attached to or located on the Properties or used in connection with the operations or occupancy of the Properties, such as heating and air conditioning systems and facilities used to provide any utility, refrigeration, ventilation, garbage disposal, recreation or other services on the Properties; (iv) except as set forth on Exhibit N attached hereto and as set forth below, all tangible personal property owned by Seller and located on and used in connection with the Properties, including, without limitationthereto, all building plans; all common area furnishings and equipment; all pylons, monuments and other signage; all maintenance tools, vehicles and equipment; all cafeterias or commissaries, including, without limitation, all fixtures, equipment and appliances used in connection therewith; any gymnasiums, fitness or exercise centers, including, without limitation, all equipment, fixtures and furnishings therein located; and, at all properties that include retail banking facilities, all vaults, vault doors, drive-through facilities and equipment, teller counters and equipment and under-counter steel (collectively, "Tangible Personal Property"); (v) all intangible personal property now or hereafter owned by Seller and used in the ownership, use or operation or development of the Property or the Tangible Personal Property, including, without limitation, all building licenses and permits to the extent transferable; all , and warranties and guaranties to the extent transferable, together with all tenant leasesrights, agreementsprivileges, recordstenements, substantive correspondence hereditaments, rights of way, easements, appendages and other documents affecting in any way a right to occupy any portion appurtenances of the Properties and all guaranties thereof and all amendments thereto (collectivelysuch land, "Intangible Personal Property"). Notwithstanding the foregoing, the conveyance to Purchaser by Seller of each Property shall but specifically exclude excluding the following (collectively, the "Excluded Items"): (i) any Tangible Personal Property that is located in or used exclusively in connection with the Retained Premises and (ii) all trade fixtures, equipment, furniture, furnishings, appliances, supplies, records, documents, cash, coin, and other items of moveable personal property relating to the operation of Seller's business, business that may be situated upon the Parcels (including, without limitation, all safe deposit boxes (but not the nests or frames thereof)boxes, safes, Seller identification vaults, vault doors, signage, automated teller machines pylons, monuments, alarms and security equipment, Automated Teller Machine ("ATM") machines connected to or located within the Buildings or situated as freestanding structures on the Property Parcels and ATM equipment, telecommunication drive-through facilities and equipment, security systems and telecommunication equipment, satellite dishes and antennas, teller counters and equipment and under-counter steel, computers, computer terminals and computer equipment, draperies, decorations, any office equipment (whether leased or owned) located in the Buildings, framed artwork not permanently affixed to the Propertyartwork, and any personal property belonging to any tenant occupying any portion of the Property. All of the Excluded Items are hereby excluded from the Properties to be conveyed hereunder and shall remain the property of Seller. (b) Prior to the Settlement Date, Seller and Purchaser shall identify any and all fixtures, equipment and other personal property included as part of such Properties (collectively, "Personal Property") and allocate a portion of the Purchase Price (as hereinafter defined) for such Properties to the value of the Personal Property. If the parties cannot agree upon an appropriate allocation, they shall retain Price Waterhouse Consulting or another qualified consultant agreed to by Seller and Purchaser to advise them as to the proper allocation of the Purchase Price. The cost of the allocation and valuation report shall be divided equally by Seller and Purchaser and the conclusions contained in the allocation and valuation report shall be binding on Purchaser and Seller.

Properties - Real and Personal Assets. The conveyance to Purchaser by Seller of each Property shall include Seller's ’s right, title and interest, if any, in and to the following: (i) except as set forth on Exhibit M attached hereto, all tracts, lots or parcels of land identified on Exhibit A hereto ("collectively, “Parcels") regardless of whether Seller allocates or provide a NBV for the Parcels; ”), together with all parking lots, areas, garages, parking decks or other facilities used in connection with the Properties; (ii) all rights, privileges and easements appurtenant to the Parcels, including, without limitation, all of Seller's ’s right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances, development rights, land use entitlements, including including, without limitation limitation, building permits, licenses, permits and certificates, utilities commitments, air rights, water, water rights, sewerage allocations, riparian rights and water stock relating to the Properties and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Properties, and all of Seller's ’s right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Properties (collectively, "“Appurtenances"”); (iii) all improvements and fixtures located on the Parcels or Appurtenances, including, without limitation, the buildings and other improvements ("“Buildings"”) erected or existing thereon; all other improvements integral to the use or operation of the Properties, regardless of whether such improvements are located on the Properties; all apparatus, fixtures, equipment, and appliances attached to or located on the Properties or used in connection with the operations or occupancy of the Properties, such as heating and air conditioning systems and facilities used to provide any utility, refrigeration, ventilation, garbage disposal, recreation or other services on the Properties; (iv) except as set forth on Exhibit N attached hereto and as set forth below, to the extent owned by Seller, all tangible personal property owned by Seller and located on and used in connection with the Properties, including, without limitation, all building plans; all common area furnishings and equipment; all pylons, monuments and other signage (but excluding any right to use Seller’s name or logos appearing on such signage); all maintenance tools, vehicles and equipment; all cafeterias or commissaries, including, without limitation, all fixtures, equipment and appliances used in connection therewith; any gymnasiums, fitness or exercise centers, including, without limitation, all equipment, fixtures and furnishings therein located; and, at all properties that include retail banking facilities, all vaults, vault doors, drive-through facilities and equipment, teller counters and equipment and under-counter steel (collectively, "“Tangible Personal Property"”);; and (v) all intangible personal property now or hereafter owned by Seller and used in the ownership, use or operation or development of the Property or the Tangible Personal Property, including, without limitation, all building licenses and permits to the extent transferable; all warranties and guaranties to the extent transferable, together with all tenant leases, agreements, records, substantive correspondence and other documents affecting in any way a right to occupy any portion of the Properties and all guaranties thereof and all amendments thereto (collectively, "“Intangible Personal Property"”). Notwithstanding the foregoing, the conveyance to Purchaser by Seller of each Property shall specifically exclude the following (collectively, "“Excluded Items"”): (i) any Tangible Personal Property that is located in or used exclusively in connection with the Retained Premises Leased Premises, (ii) Seller’s Artwork and (iiiii) all trade fixtures, equipment, furniture, furnishings, supplies, records, documents, cash, coin, and other items of moveable personal property relating to the operation of Seller's ’s business, including, without limitation, all safe deposit boxes (but not the nests or frames thereof), safes, Seller identification signage, automated teller machines ("“ATM"”) connected to or located within the Buildings or situated as freestanding structures on the Property and ATM equipment, telecommunication equipment, security systems and equipment, satellite dishes and antennas, computers, computer terminals and computer equipment, any office equipment (whether leased or owned) located in the Buildings, framed artwork not permanently affixed to the Property, Buildings and any personal property belonging to any tenant occupying any portion of the Property. All of the Excluded Items are hereby excluded from the Properties to be conveyed hereunder and shall remain the property of Seller.

Properties - Real and Personal Assets. The conveyance to Purchaser by Seller of each Property shall include Seller's right, title and interest, if any, in and to the following: (i) except as set forth on Exhibit M attached hereto, all tracts, lots or parcels of land identified on Exhibit A ("Parcels") regardless of whether Seller allocates or provide a NBV for the Parcels; ), together with all parking lots, areas, garages, parking decks or other facilities used in connection with the Properties; (ii) all rights, privileges and easements appurtenant to the Parcels, including, without limitation, all of Seller's right, title and interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances, development rights, land use entitlements, including including, without limitation limitation, building permits, licenses, permits and certificates, utilities commitments, air rights, water, water rights, sewerage allocations, riparian rights and water stock relating to the Properties and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Properties, and all of Seller's right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Properties (collectively, "Appurtenances"); (iii) all improvements and fixtures located on the Parcels or Appurtenances, including, without limitation, the buildings and other improvements ("Buildings") erected or existing thereon; all other improvements integral to the use or operation of the Properties, regardless of whether such improvements are located on the Properties; all apparatus, fixtures, equipment, and appliances attached to or located on the Properties or used in connection with the operations or occupancy of the Properties, such as heating and air conditioning systems and facilities used to provide any utility, refrigeration, ventilation, garbage disposal, recreation or other services on the Properties; (iv) except as set forth on Exhibit N attached hereto and as set forth below, all tangible personal property owned by Seller and located on and used in connection with the Properties, including, without limitation, all building plans; all common area furnishings and equipment; all pylons, monuments and other signage; all maintenance tools, vehicles and equipment; all cafeterias or commissaries, including, without limitation, all fixtures, equipment and appliances used in connection therewith; any gymnasiums, fitness or exercise centers, including, without limitation, all equipment, fixtures and furnishings therein located; and, at all properties that include retail banking facilities, all vaults, vault doors, drive-through facilities and equipment, teller counters and equipment and under-counter steel (collectively, "Tangible Personal Property");; and (v) all intangible personal property now or hereafter owned by Seller and used in the ownership, use or operation or development of the Property or the Tangible Personal Property, including, without limitation, all building licenses and permits to the extent transferable; all warranties and guaranties to the extent transferable, together with all tenant leases, agreements, records, substantive correspondence and other documents affecting in any way a right to occupy any portion of the Properties and all guaranties thereof and all amendments thereto (collectively, "Intangible Personal Property"). Notwithstanding the foregoing, the conveyance to Purchaser by Seller of each Property shall specifically exclude the following (collectively, "Excluded Items"): (i) any Tangible Personal Property that is located in or used exclusively in connection with the Retained Premises Leased Premises, (ii) Seller's Artwork and (iiiii) all trade fixtures, equipment, furniture, furnishings, supplies, records, documents, cash, coin, and other items of moveable personal property relating to the operation of Seller's business, including, without limitation, all safe deposit boxes (but not the nests or frames thereof), safes, Seller identification signage, automated teller machines ("ATM") connected to or located within the Buildings or situated as freestanding structures on the Property and ATM equipment, telecommunication equipment, security systems and equipment, satellite dishes and antennas, computers, computer terminals and computer equipment, any office equipment (whether leased or owned) located in the Buildings, framed artwork not permanently affixed to the Property, Buildings and any personal property belonging to any tenant occupying any portion of the Property. All of the Excluded Items are hereby excluded from the Properties to be conveyed hereunder and shall remain the property of Seller.