Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean: a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”); b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”); c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”); d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it; e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”); f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof; g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto; h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations. i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it; j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Agreement for Sale and Purchase, Sale and Purchase Agreement (Tower Park Marina Investors Lp)
Purchase and Sale. Subject Seller agrees to all of the terms sell and conditions of this Agreement, Seller shall sell convey to BuyerPurchaser, and Buyer shall purchase Purchaser agrees to buy from Seller, the Property (hereinafter defined) for the consideration and upon and subject to the terms, provisions and conditions hereinafter set forth. The “Property,” which is defined to meanmeans:
(a) Land located near the City of LodiThe land commonly known as 000 X. Xxxx Xxxxxx, County of San XxxxxxxXxxx Xxxx Xxxx, State of CaliforniaXxxx, and more specifically particularly described in Exhibit A attached hereto to this Agreement (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All together with all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping(i) all structures, fixtures, buildings and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) any and all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2rights, which will be attached to this Agreement andtitles, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rightspowers, privileges, entitlementseasements, hereditamentslicenses, rights-of-way and appurtenances belonging to or inuring interests (A) appurtenant to the benefit Land and the Improvements, (B) if any, of Seller Seller, either at law or in equity, in possession or in expectancy, in and pertaining to any real estate lying in the streets, highways, roads, alleys, rights-of-way or sidewalks, open or proposed; in front of, above, over, under, through or adjoining the Land and in and to any strips or gores of real estate adjoining the Land, if anyincluding that certain Lease Agreement to Occupy Public Property with Salt Lake City Corporation dated March 12, including 2012 (the “Vault Lease”) , and (C) appurtenant or incident to any water or mineral rights of the foregoing, including, without limitation, to the extent owned by or leased to Seller, if any all mineral, oil, gas and other hydrocarbon substances on and under and that may be produced from the Land, as well as all development rights, land use entitlements, air rights, water, water rights, riparian rights, and water stock relating to the Land (together with the Land, the Leasehold, Improvements and the Improvements, other rights and interests are herein collectively referred to as the “Real Property”);
f(b) All equipment, fixtures, furniture, appliances, inventory, and other personal property of whatever kind or character owned and used by Seller and attached to or installed or located on or in the Real Property (the “Personal Property”), including, without limitation, those items listed on Schedule 1 attached hereto;
(c) All of Seller’s right, title and interest in and to all tenant leases listed on Exhibit G (“Tenant Leases”) and all security deposits actually paid in connection with the Tenant Leases (and not as of the Closing Date returned to or forfeited by tenants under Tenant Leases) and any streetnew tenant leases entered into after the Effective Date, right the license agreements described on Exhibit G (the “Licenses”), the lease of waythe garage spaces in the Real Property as described on Exhibit G (the “Garage Lease”), alley or road abutting that certain Reimbursement Agreement (the Land or “TIF Agreement”) dated March 31, 2010, between Seller and the Leasehold Redevelopment Agency of Salt Lake City (the “RDA”), service and maintenance contracts, warranties, guaranties and bonds listed on Exhibit H (collectively, the “Contracts”), but only to the center lines thereof;extent that the Contracts are assignable by Seller without any necessary third party consent, or to the extent that all necessary third party consents to the assignments have been obtained (provided that Seller shall not be obligated to obtain any third party consents); and
g(d) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreementsinterest, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal propertyif any, in its possessionand to all trademarks, related to trade names or symbols under which the LandLand or the Improvements (or any part thereof) is operated, includingall licenses, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all blueprints, maps, drawings, plans and specifications, site plansgovernmental permits and approvals, platsguaranties and all warranties made by any contractors, surveyssubcontractors, engineering studies and other architectural and engineering drawings for vendors or suppliers, regarding their performance or the Land, if any; warranties and guaranties issued quality of materials supplied in connection with the Improvements construction of or the Personal Property; operation of all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant listsReal Property, telephone and fax numbers any websites and marketing, advertising and other promotional drawings, brochures, booklets and materials webnames pertaining to the extent they relate exclusively to the Property, subject to Buyer’s compliance Real Property (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
Purchase and Sale. Subject The Seller hereby sells to all the Purchaser with economic effect as of the Closing Date and subject to the terms and conditions set forth herein, free and clear of this Agreementany Encumbrances (other than such Encumbrances listed at Schedule 2.1 hereto, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “LandPermitted Encumbrances”);
b) The leasehold , all assets pertaining to or used in the real property more specifically described in Exhibit B attached hereto (Business at Closing, including all of the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in, to and under all of the assets within the meaning of § 266 paragraph 2 of the HGB, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), and owned by the Seller or to which the Seller is entitled, located on the Real Property, the permanent establishments or office premises of the Seller or otherwise and used as part of the Business which primarily relate to, or are primarily used or held for use in connection with the improvementsBusiness except for any real property and except for the Excluded Assets (collectively the “Purchased Assets”), including, buildingswithout limitation, parking areas, recreational facilities, landscapingthe following:
(a) All rights under any of the Assumed Contracts;
(b) All furniture, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materialsmachinery (including, supplieswithout limitation, signsmachinery under construction), tools, decorations, security systems, appliancesvehicles, office equipment, inventorysupplies, computer computers, laptops, telephones, replacement parts, information technology and communication hardware and software (to the extent the same is used by Seller solely in connection with its ownershipprograms, management or operation of the Improvementsservers, the Leaseholdworkstations, or the Land)routers, applianceshubs, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes switches and other tangible personal property owned by Seller and currently used in the operation, repair meaning of § 266 paragraph 2 A II 2 and maintenance of the Land and the Improvements and situated thereon 3 HGB (collectively, the “Personal Tangible Property”), with the exception of certain items which Seller uses in the Marina Operationsincluding without limitation, those listed at Schedule 2.1(b) hereto;
(i) All raw materials, semi-finished and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained finished goods and operated other inventories (the “Excluded Personal Property ItemsInventories”), including, without limitation, existing stocks of log wood and other types of wood, sawn timber ready for delivery (finished goods) as well as partly processed sawn timber (both prior to and subsequent to drying), all wood chips, wood shavings, saw dust and wood bark and cut-offs located on the Real Property. The Personal Property to Should these Inventories be conveyed is subject to depletionsreservation of title, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, reversionary interest is hereby also sold; and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title spare parts and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted equipment located on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after Real Property at the Closing Date (hereinafter defined)but shall not include any “Spares”) as set out in a list dated 31 December 2016 delivered by the Seller to the Purchaser;
(d) All Permits of these items the Seller, to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Landtransferable, including, without limitation: , those listed at Schedule 2.1(d) hereto;
(e) Originals, or where not available, copies, of all databases books and mailing lists for past records relating primarily to the Business, the Purchased Assets, the Assumed Contracts and present clients the Assumed Liabilities within the possession or control of, or available to the Seller or its Affiliates wheresoever located, including, without limitation, all technical documentation relating to the equipment sold, including manuals, reference works and customers for the previous two years; all plans and specificationsequipment maintenance files, site plans, plats, surveyspersonnel files, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochuresproduction data, booklets quality control records and materials procedures, research and development files, records and data, production records, health and safety documentation, all documentation relating to audits and technical examinations (the “Books and Records”).
(f) All other rights to any claims or actions of any nature available to or being pursued by the Seller to the extent they relate exclusively related to the PropertyPurchased Assets or the Assumed Contracts, subject to Buyer’s compliance whether arising by way of a counterclaim or otherwise after the Closing Date;
(at its reasonable costg) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to the Purchased Assets, the Assumed Contracts or the Business;
(h) All pre-paid expenses, credits, advance payments, claims, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees to the extent primarily related to the Business, the Purchased Assets or the Assumed Liabilities, including the Pre-Paid Expenses;
(i)) All information technology and communication hardware and software programs, collectivelyincluding, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include without limitation, any items data, databases, servers, computers, notebooks, workstations, tablets, personal computers, routers, hubs, switches, telephone devices, mobile telephones and associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itdocumentation;
(j) All of Seller’s right, title Intellectual Property as listed in Schedule 2.1(b) hereto and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management as far as it is not part of the Land, Transition Services Agreement;
(k) All goodwill of the Leasehold, Business in the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms meaning of this Agreement)§ 266 paragraph 2 A I 3 HGB; and
k(l) All of Seller’s membership The Customer List, along with all customer data, databases, pricing history and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationcomplaints. The Purchaser herewith accepts such sale.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Mercer International Inc.)
Purchase and Sale. Subject Purchaser agrees to all purchase and Seller agrees to sell at the price of the terms Eight Hundred Six Thousand Two Hundred Six Dollars and conditions 00/100 Cents ($806,206.00) (“Purchase Price”), those certain buildings located at 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, consisting of an approximately 115,000 square foot building and an approximately 20,000 square foot building situated on approximately 18.2 acres of land, and more particularly described herein and on Exhibit “A” to be attached hereto, including:
1.1 That certain real estate described on Exhibit “A” of this Agreement, Seller shall sell together with all easements, right of ingress and egress, air rights, rights of way and appurtenances belonging or appertaining to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto real estate (the “Land”)) but subject to all the exceptions identified in Part II, Schedule B of the Meridian Title Corporation Commitment File No. 14-36141 which for all purposes hereunder shall constitute “Permitted Exceptions”;
b) The leasehold in 1.2 All buildings and other improvements situated upon the real property more specifically Land, including, but not limited to, the buildings described in Exhibit B attached hereto paragraph 1 (the “LeaseholdBuildings”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, all other buildings, parking areas, recreational facilities, landscapingstructures, fixtures, paved areas, and other improvements (excluding fixtures of any and other improvements owned by Seller’s tenants every kind and nature whatsoever presently situated on, in or licensees) now situated on under or hereafter erected or installed on, in or under the Land or (together with the Leasehold(collectivelyBuildings, the “Improvements”);
d) 1.3 All of Seller’s rightfixtures, title heating, ventilation and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security air conditioning systems, appliancescarpeting, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor window coverings, window treatments, safes and other tangible personal property outdoor lighting of any and every kind and nature whatsoever owned by Seller and currently now installed on and used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), connection with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as Improvements (“Fixtures”);
1.4 To the same are currently ownedextent transferrable, managedall of Seller’s rights in and to any and all permits, repairedplans, maintained specifications, warranties, guaranties, and operated licenses (the “Excluded Personal Property ItemsIntangible Property”)) connected with the operation of the Land or Improvements. The Personal Property Land and Improvements are hereinafter sometimes referred to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, collectively as the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Real Property Purchase Agreement, Real Property Purchase Agreement (Skyline Corp)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall agrees to sell to Buyer, and Buyer shall agrees to purchase from Sellerand pay for an undivided 50% (with respect to (x) the Fee Interests, (y) the “Property,” which is defined Xxxxx Xxxx #1 Well described in Schedule 4.20 as to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of Californiaall depths and its associated assets, and more specifically described (z) the other xxxxx listed on Schedule 4.20 and their associated assets to the extent relating to depths above the Marcellus formation) and an undivided 3/14ths (with respect to all other assets, to be increased to 50% in Exhibit A attached hereto (accordance with the “Land”);
bConveyances) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest (the “Conveyed Interests”) in and to the improvementsfollowing (less and except for any such assets that Seller does not own as of the Closing Date as a result of actions taken or inaction after the Execution Date in compliance with Section 6.1), including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements excluding the Excluded Assets (excluding fixtures and other improvements owned by Seller’s tenants or licenseesthe “Assets”):
(a) now situated on the Land or the Leasehold(collectivelyLeases described in Exhibit A to all depths except as expressly stated otherwise in this Agreement (collectively, the “ImprovementsSubject Leases”) and Fee Interests, together with any and all leasehold and fee interests and other rights, titles and interests of Seller in and to, or arising in connection with (i) the leasehold and fee estates created by the Subject Properties, and (ii) the interest in any pooled acreage, communitized acreage or units arising on account of the Subject Leases and Mineral Interests having been pooled, communitized or unitized into such units (collectively with the Subject Properties, the “Oil and Gas Interests”);
d(b) All of Seller’s rightall xxxxx (whether producing, title plugged and interest in abandoned, temporarily abandoned, shut-in, injection, disposal, water supply or otherwise) that (i) are or were situated on or producing from the Subject Leases or Mineral Interests or lands pooled, communitized or unitized with the Subject Leases or Mineral Interests or (ii) are listed on Schedule 4.20;
(c) all tangible movable or personal property, including furnitureimprovements, fixtures, platforms, facilities, gathering lines, flow lines, injection lines, pipelines, processing or separating systems and plants, tanks, pits, boilers, buildings, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipmentequipment (surface and downhole), inventory, computer hardware utility lines, power lines, telephone lines, roads and software (other appurtenances to the extent the same is used by Seller solely in connection with its ownershipare situated on, management across, under, over or operation within the Subject Properties as of the ImprovementsEffective Time;
(d) all Hydrocarbons and other substances (i) produced on or after the Effective Time from or allocated to the Subject Leases, the Leasehold, Mineral Interests or the Land), appliances, tools, recreational xxxxx otherwise described in this Section 2.1 or (ii) present or stored in treating equipment, carpeting separation equipment, lines, pipe, tanks and vessels on or under the Subject Properties (including any and all line fill downstream or upstream of any custody transfer point) as of the Effective Time;
(e) with respect to rights and obligations arising from and after the Effective Time, all contracts and other floor coveringsagreements, window treatmentsinstruments and contract rights (including all Hydrocarbon purchase and sales agreements, safes gathering, compression, transportation and other tangible personal property owned by Seller processing agreements, balancing agreements, joint venture agreements, easements, rights-of-way, servitudes, road, canal and currently used surface use agreements, Permits, franchises, options, mineral, surface and subsurface leases, farm-out and farm-in contracts, exploration agreements, participation agreements, production call agreements, dry hole agreements, area of mutual interest agreements, acreage contribution agreements, operating, drilling, exploration and participation agreements, division orders, equipment leases, servicing agreements, unitization, pooling, communitization or spacing designations, declarations, agreements and orders, and engineering, procurement, construction, operating or maintenance agreements) to the operation, repair extent and maintenance only to the extent they relate to any of the Land assets described above and the Improvements all agreements and situated thereon instruments referenced in any Subject Lease or Deed or in any other agreement or instrument under this clause (e) (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real PropertyApplicable Contracts”);
(f) All to the extent, and only to the extent, that such assets and properties are associated with the Oil and Gas Interests, all geophysical and other seismic and related technical data and information relating to the Oil and Gas Interests (except to the extent that the geophysical and other seismic and related technical data and information is not transferable, or transferable only with payment of a fee or other penalty to a Third Party that Buyer has not separately agreed in writing to pay, each such fee or penalty (and the related agreement or instrument) being described in Schedule 1.1);
(g) all warranties, to the extent assignable, from other persons or entities to Seller regarding the assets described above;
(h) Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold all Permits relating to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Propertyforegoing, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained those properly held by Seller as operator of the Subject Leases, Mineral Interests and the xxxxx described above; and
(the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
hi) All of Seller’s right, title and interest in all books, records, files, data and rate lists information (whether in electronic format or reduced to paper)including all lease files, any card key depositstitle files, reservation depositstitle opinions, curative reports, abstracts, division order files, unitization files, contract files, maps, land and any prepaid rentmineral owner correspondence, storage fees joint operating agreement files, environmental and regulatory files, operational files, engineering, well, production, geological, paleontological and geochemical files and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any files and records of these items to the extent they are part of the Marina Operations.
ia similar nature) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service ContractsRecords”) (but only that relate to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationassets described above.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Gastar Exploration LTD)
Purchase and Sale. Subject to all of and upon the terms and conditions of this Agreementherein set forth, Seller shall sell sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase purchase, receive, pay for, and accept from Seller, the “Property,” which is defined to mean:
a) Land located near the City effective as of LodiMarch 1, County of 2013, 7:00 a.m., San XxxxxxxAntonio, State of CaliforniaTexas, and more specifically described in Exhibit A attached hereto local time (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal PropertyEffective Time”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any streetthe following, right of way(collectively, alley or road abutting the Land or “Subject Assets”):
(a) the Leasehold Leases described in Exhibit B, to the center lines thereof;
g) All of Seller’s rightextent they cover the Land, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for but excluding the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s rightrights, title and interest in all booksthe Leases which are excluded under Section 2 (the “Lease Assets”);
(b) the land described in the Leases, recordsinsofar and only insofar as described in Exhibit B, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part not excluded as Excluded Assets under Section 2 (the “Land”);
(c) the rights-of-way, easements and other rights or agreements of a similar nature described in Exhibit F or held under the terms of the Marina Operations.Lease Assets, to the extent relating to the Land or the Lease Assets;
i(d) All of Seller’s rightthe Xxxxx listed in Exhibit C, title equipment, materials, fixtures, and interest in all intangible personal property, in its possession, related to improvements located on the Land, includingor lands pooled or unitized therewith, without limitation: all databases and mailing lists for past and present clients and customers for as of the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued Effective Time used in connection with the Improvements Lease Assets, or units comprised of the Lease Assets, or with the production, treatment, sale, transportation, processing, or disposal of Hydrocarbons or waste produced therefrom or attributable thereto, and other appurtenances thereunto belonging, other than leased equipment located on the Land;
(e) the oil, gas, condensate and other Hydrocarbon production produced from the Xxxxx or the Personal Property; all transferable consentsLand, authorizationsor attributable thereto, bondsor to lands pooled or unitized therewith, variances from and after the Effective Time;
(f) the unitization, pooling, and operating agreements, and the units created thereby, which relate to or waiversinclude the Lease Assets, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau which relate to units or other entity or instrumentality solely in respect of Xxxxx located on the Land covered by the Lease Assets, including Regulatory Units, together with any right, title, and interest created thereby in the Lease Assets or otherwise (including any Non-Consent Interests);
(g) gas purchase contracts, product purchase and sale agreements, gas gathering agreements, and gas processing agreements related to the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials Lease Assets (to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, same are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreementassignable); and
k(h) All claims and causes of Seller’s membership action, including any rights to indemnification or contribution under any operating agreements, to the extent attributable to ownership, use, maintenance or operation of (i) the Subject Assets on or subsequent to the Effective Time, and voting interests in (ii) the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationNew Xxxxx before or after the Effective Time.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Abraxas Petroleum Corp)
Purchase and Sale. Subject to all of the terms and conditions of this AgreementAgreement and the LOI, Seller shall hereby agrees to sell and convey, subject to Buyerthe Permitted Encumbrances (as defined below), and Buyer shall Purchaser hereby agrees to purchase from Sellerand pay for, notwithstanding the Permitted Encumbrances, the “Property,” which is defined to meanfollowing property:
(a) Land located near the City that certain tract of Lodiland and easement estates (collectively, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold situated in the real property Xxxxxx County, Texas, as more specifically particularly described in on Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant A hereto, together with all rights and appurtenances pertaining to that certain Xxxxx # XXX 0000.0 dated January 1such Land, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s all right, title and interest of Seller in the improvementsand to (i) all streets, includingalleys, buildings, parking areas, recreational facilities, landscaping, fixtureseasements, and other improvements rights of way in, on, across, in front of, abutting or adjoining the Land; and (excluding fixtures ii) all oil, gas and other minerals in, on or under the Land;
(b) all improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelyand all fixtures and other property affixed thereto (collectively, the “Improvements”);
d(c) All of Seller’s right, title and interest in all tangible personal property, including any furniture, machinery, apparatusfurnishings, equipment, building materials, supplies, signs, tools, decorations, security systems, appliancesfacilities and machinery, office equipmentand conduits to provide life safety, inventoryheat, computer hardware ventilation, air conditioning, electrical power, lighting, plumbing, security, gas, sewer and software (water thereto, to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of now located on or within the Land and the Improvements and situated thereon used in connection therewith (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated ;
(the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (id) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included landlord in the Marina Operations leases, as amended, described on Exhibit B hereto for space situated within the Land and Improvements (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (collectively, the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit Eto the extent paid to Seller, attached heretoall prepaid rents under the Lease applicable to the period from and after the Closing (as defined below), and security and other deposits under the Leases;
h(e) All all of Seller’s right, title and interest (but without warranty as to assignability) in all bookswritten contracts (if any) relating solely to the improvement, recordsmaintenance or operation of, or the provision of services or supplies solely to, the Land or the Improvements (such as trash removal or elevator, HVAC or landscaping maintenance contracts, and rate lists development and common area maintenance agreements) (whether in electronic format or reduced to papercollectively, the “Service Contracts”), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date ;
(hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
if) All all of Seller’s right, title and interest (but without warranty as to assignability) in all intangible personal propertyany unexpired warranties, in its possession, related to the Land, including, without limitation: all databases guaranties and mailing lists bonds (including manufacturers’ warranties on Personal Property and contractors’ warranties for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, tenant finish work) (if any; warranties and guaranties issued in connection with ) attributable to the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance Property (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itWarranties”);
j(g) All all of Seller’s right, title and interest (but without warranty as to assignability) in any service contracts all governmental permits, licenses, certificates and equipment leases relating authorizations, including, without limitation, water, wastewater and other utility rights, allocation, availability and/or capacity and certificates of occupancy, (if any) attributable to the operation, maintenance, ownership or management of the Land, Improvements or Personal Property (the Leasehold“Permits”);
(h) all of Seller’s right, title and interest (but without warranty as to assignability) in and to all trade names (excluding, however, the Improvements or name “NewQuest Properties”), logos and other intangible rights with respect to the Personal Property, other than the Marina Operations Property (collectively, the “Service ContractsIntangibles”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and,
k(i) All all of Seller’s membership right, title and voting interests interest (but without warranty as to assignability) in and to all escrow and impound accounts held by the Little Potato Slough Mutual Water CompanyLender (as hereinafter defined) with respect to the Property (the “Impounds”). The matters described in items (a) through (i) above are hereinafter collectively referred to as the “Property.” To the extent that any of the personal property described in clause (c) above is owned by occupants of space at the Property or owned by any service provider pursuant to any of the Service Contracts or owned by a utility pursuant to one or more Permitted Encumbrances, a California nonprofit mutual benefit corporationit shall be excluded from the definition of the term Property and from the term Personal Property as used in this Agreement.
Appears in 2 contracts
Samples: Closing Agreement (Inland American Real Estate Trust, Inc.), Closing Agreement (Inland American Real Estate Trust, Inc.)
Purchase and Sale. Subject to all of and in accordance with the terms and conditions of set forth in this Agreement, Purchaser shall purchase from Seller and Seller shall sell to BuyerPurchaser the Real Property, together with: (i) all buildings and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated Seller and located on the Land or the Leasehold(collectively, Real Property (the “Improvements”);
d) All and any and all of Seller’s rightrights, title easements, licenses and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management privileges presently thereon or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and appertaining thereto; (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to the leases, guaranties thereof and any streetother occupancy agreements and all amendments and modifications thereto (the “Leases”) affecting the Property or any part thereof, right other than the Former Tenant Lease Files (as hereinafter defined); (iii) all furniture, furnishings, fixtures, equipment (excluding all telephone equipment, touchscreen technology, routers, computer hardware and software), tools and other tangible property (excluding the Equity Residential legal manual and any marketing information containing a logo of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller and Seller’s Affiliates (as hereinafter defined) (collectively, the “Personal Property”) owned by Seller, located on the Real Property and used solely 22043518.5 in connection therewith, a list of which is attached hereto as Exhibit B; (iv) except as otherwise provided herein all right, title and interest as Lessor in of Seller under any leases or other occupancy agreements, contracts or reservations for the use or occupancy and all of the Propertyunion, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurantmaintenance, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketingservice, advertising and other promotional drawings, brochures, booklets like contracts and materials agreements with respect to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules ownership and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All operation of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only all to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant applicable to the terms period from and after the Closing (as hereinafter defined) and (v) all right, title and interest of Seller in the name “Fox Ridge” and derivations thereof as it relates to the Real Property, and, to the extent assignable (and subject to Purchaser’s satisfaction of any applicable notice and consent requirements and Purchaser’s payment of any applicable third party fees relating to any such assignment, provided Seller agrees to cooperate with Purchaser in order to effectuate such assignment), all right, title and interest of Seller to licenses, permits, plans, drawings, development rights, governmental approvals, guaranties and warranties relating to the Real Property and Improvements, and except as otherwise set forth herein, all other intangible property owned by Seller and used solely in connection with the Real Property and Improvements, including telephone and facsimile numbers and the website or domain name owned or maintained by or on behalf of Seller solely with respect to the Real Property, but excluding, however, any and all proprietary information, internal communications and confidential information (such as market studies, projections and appraisals) and documentation subject to attorney-client privilege (collectively, the “Intangible Property”) (items (i) through (v) above, together with the Real Property, are collectively referred to in this AgreementAgreement as the “Property”); and
k) . All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationforegoing expressly excludes all property owned by tenants or other users or occupants of the Property.
Appears in 2 contracts
Samples: Real Estate Sale Agreement, Real Estate Sale Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell agrees to Buyersell, and Buyer shall agrees to purchase from Seller, and pay for the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, interests described below in and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting following assets and other floor coverings, window treatments, safes properties (less and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of except for (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, Excluded Assets and (ii) all items constituting any other assets excluded pursuant to the Excluded Personal Property Items which terms of Sections 11.2(d)(i)(B), 11.4(b) and 12.1(b)(iii), such interests in such assets and properties described in (a), (b), (c) and (d) of this Section shall be described in Exhibit C-2, which will be attached referred to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, herein collectively as the “Real PropertyConveyed Interests”);):
f(a) All an undivided 50% of all of Seller’s right, title and interest in and to any streetthe following assets and properties:
(i) the oil, right of waygas and/or mineral leases, alley or road abutting subleases, operating agreements granted by the Land or Louisiana State Mineral Board, fee interests, fee mineral interests, mineral servitudes, royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary interests and other interests in oil, gas and/or minerals in place (collectively, the Leasehold to “Oil and Gas Interests”) more particularly described in Exhibit A and all other Oil and Gas Interests located in the center lines thereof;
g) All Subject Counties (such 50% of Seller’s interests in all such Oil and Gas Interests being referred to collectively as the “Leases”), together with any and all other rights, titles, and interests of Seller in and to (A) the leasehold estates created by the Leases, (B) the lands covered by the Leases (such 50% of Seller’s interests in such lands, the “Lands”), and (C) the interests in any pooled acreage, communitized acreage or units arising on account of the Leases or Lands having been pooled, communitized or unitized into such units (such 50% of Seller’s interests in such units, the “Units”);
(ii) all oil and gas xxxxx and injection xxxxx that have not been permanently abandoned located on the Leases, the Lands or the Units (such 50% of Seller’s interests in such xxxxx, collectively and including, without limitation, the xxxxx set forth on Exhibit B, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands, the Units and the Xxxxx being collectively referred to hereinafter as the “Properties”); and
(iii) all equipment, machinery, fixtures, and other real, immovable, personal, movable and mixed property primarily used or held for use in connection with the Properties or the other Conveyed Interests described above, including, without limitation, saltwater disposal xxxxx, well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, and separation facilities, structures, materials, and other items used or held for use in the operation thereof and located upstream of the outlet flange of the relevant custody transfer meter (or, in the case of Hydrocarbon liquids, upstream of the outlet flange in the tanks) (such 50% of Seller’s interest in such properties, the “Personal Property”);
(b) to the extent assignable (with consent, if applicable), all of Seller’s (i) beneficial interest in and to all surface fee interests, surface leases, easements, rights-of-way, permits, licenses, servitudes, and other surface rights and (ii) legal right, title and interest as Lessor in any leases and to those surface fee interests, surface leases, easements, rights of way, and other surface rights set forth on Exhibit A-2, (in each case) to the extent and only to the extent that such interests, assets and rights are associated with the Properties or other occupancy agreementsPersonal Property (such interests, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “LeasesRights of Way”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h(c) All all of Seller’s right, title and interest in and to the following assets and properties to the extent, and only to the extent, that such assets and properties are associated with the Properties, the Personal Property or the Rights of Way:
(i) to the extent assignable, the beneficial interest in all bookswater withdrawal and disposal and other permits, licenses, orders, approvals, variances, waivers, franchises, rights and other authorizations issued by any Governmental Authority;
(ii) to the extent assignable (with consent, if applicable), all Applicable Contracts;
(iii) all Imbalances;
(iv) copies of any files, records, maps, information, and rate lists data, whether written or electronically stored, including: (whether in electronic format or reduced to paperA) land and title records (including abstracts of title, title opinions, and title curative documents); (B) contract files; (C) correspondence; (D) operations, environmental, production, and accounting records and (E) production, facility and well records and data (including logs and cores), but excluding any card key depositsof the foregoing items that are Excluded Assets (“Records”);
(v) to the extent assignable (with consent, reservation depositsif applicable) without payment of fees or other penalties, and any prepaid rent, storage fees all geophysical and other revenues attributable seismic and related technical data and information listed on Schedule 2.1; and
(vi) all liens and security interests securing payment for the sale or other disposition of Hydrocarbons produced from or allocated to the Properties, including the security interests granted under Texas Uniform Commercial Code § 9.343, but only to the extent that such liens and security interests relate to the period from and after the Closing Date Effective Time; and
(hereinafter defined)but shall not include any of these items d) to the extent they are part of the Marina Operations.
i) All assignable, all of Seller’s right, title and interest in and to all intangible personal propertyrights, in its possession, related claims and causes of action to the Landextent, includingand only to the extent, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility that such rights, development rights and approvals from any governmental claims or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect causes of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, action are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Conveyed Interests described in Section 2.1(a), 2.1(b) or 2.1(c) above as of the Closing Date and (i) relate to the period from and after the Effective Time or (ii) relate to the period prior to the Effective Time and are not asserted by Seller in writing to Buyer or the applicable Third Party on or before the applicable Seller Indemnity Cut-off Date, and in any case excluding tax claims and loss carry forwards, provided that, at Buyer’s request, Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use its reasonable efforts to agree uponenforce, for the benefit of Buyer, at Buyer’s cost and prepare a schedule expense, any right, claim or cause of Intangible Personal Propertyaction that would otherwise be transferred hereunder but is not assignable. In addition, which then shall be described in Exhibit F, which will be attached to this Agreement and, as part of the transactions contemplated by this referenceAgreement, made part effective as of it;
j) All of Seller’s rightthe Closing, title and interest in any service contracts and equipment leases relating each Party shall grant to the operation, maintenance, ownership or management other Party the AMI Rights and the Preferential Rights by such Party’s execution and delivery of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationJoint Development Agreement at Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Exco Resources Inc)
Purchase and Sale. Subject to all of the terms and conditions of this Agreementhereof, at the Closing (as defined in Section 3.1 below), each Seller shall sell sell, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s all right, title and interest in of such Seller in, to and under the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon following assets (collectively, the “Personal PropertyPurchased Assets”):
(a) the natural gas gathering assets owned by Sellers and existing in Xxxxxxxx and Lavaca Counties, Texas and generally described on Schedule 1.1(a), together with the exception of certain items which Seller uses all gathering lines, pipelines, gas and liquid treating and conditioning facilities, compressor stations, pipe, scrubbers, dehydration units, tanks, traps, cathodic protection equipment, meters, recorders, valves, fittings, equipment, personal property and improvements used or held for use exclusively in the Marina Operations, and any items that are not essential to connection with the ownership, managementuse and operation of such gathering assets, repairincluding such real property and surface and use rights as are necessary for the ownership, maintenance use or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained such gathering assets and operated related facilities and equipment (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvementscollectively, the “Real Gathering Assets”); provided, however, that the Gathering Assets shall not include any drip tanks;
(b) such surface leases, subleases, licenses, easements and rights-of-way used or held for use exclusively in connection with the ownership, use or operation of the Gathering Assets, including those described on Schedule 1.1(b) (collectively, the “Rights of Ways”);
(c) all owned real property used or held for use exclusively in connection with the ownership, use or operation of the Gathering Assets, together with all buildings, structures and fixtures existing thereon, including that real property described on Schedule 1.1(c) (collectively, the “Fee Property”);
f(d) All of Seller’s right, title with respect to rights and interest in obligations from and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s rightEffective Time, title all contracts and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists agreements used or held for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued use exclusively in connection with the Improvements ownership, use or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect operation of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance Gathering Assets (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Rights of Way), including those described on Schedule 1.1(d) (collectively, the “Service Contracts”);
(e) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to assignable under applicable Laws and Regulations (as defined in Section 4.2(d) below), all permits, licenses, variances, exemptions, orders, franchises, registrations, approvals and authorizations obtained from any Governmental Authority (as defined in Section 4.2(b) below), and all pending applications therefor, used or held for use exclusively in connection with the terms ownership, use and operation of this Agreementthe Gathering Assets, including those described on Schedule 1.1(e) (collectively, the “Permits”);
(f) all condensate and natural gas liquids tank fill and pipeline fill as of the Effective Time; and
k(g) All of all files, books, records, information and data directly pertaining to the Purchased Assets in any Seller’s membership possession or control or to which any Seller has a right, including contract, land, title, engineering, environmental, operating, accounting, regulatory, legal, business, marketing and voting interests in other data (whether electronic or hard copy), files, documents, instruments, notes, papers, ledgers, journals, reports, abstracts, surveys, keys, lock combinations, computer access codes and similar information, maps, books, records and studies, but excluding any files, books, records, information and data (i) to the Little Potato Slough Mutual Water Companyextent that the disclosure or transfer thereof is prohibited by third party agreement or applicable Laws and Regulations, (ii) relating to a California nonprofit mutual benefit corporationSeller’s business generally, (iii) constituting work product of a Seller’s legal counsel (other than title opinions) and (iv) relating to the negotiation and consummation of the sale of the Purchased Assets (collectively, the “Records”); provided, however, that each Seller may retain copies of the Records as may be necessary for litigation, tax, accounting or auditing purposes or as otherwise may be required by applicable Laws and Regulations.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Penn Virginia Corp), Limited Liability Company Unit Purchase and Sale Agreement (American Midstream Partners, LP)
Purchase and Sale. Subject On the Closing Date (as herein defined in Section 6(a)), and subject to all of the terms and conditions of this Agreement, Seller shall agrees to sell and deliver the Property to BuyerPurchaser, and Buyer shall Purchaser agrees to purchase and accept the Property from Seller. For all purposes of this Agreement, the “Property,” which is defined Property shall be deemed to meaninclude the following:
(a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, Buildings and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and all other improvements (excluding and fixtures and other improvements owned by Seller’s tenants or licensees) now situated of any nature erected on the Land Property other than any improvements or fixtures which are the Leasehold(collectivelyproperty of tenants (collectively, the “Improvements”);
d) All of Seller’s , and all right, title and interest of Seller in and to any and all tangible personal property(i) easements, including furniturecovenants, machineryappurtenances, apparatustenements and hereditaments pertaining thereto, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware (ii) air space and software (private rights-of-way serving or appurtenant to the extent Property, and (iii) land lying in the same is used by Seller solely bed of any street, road, avenue or alley, proposed, open or closed, in connection with its ownershipfront of or adjoining the Property, management or operation of to the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other centerline thereof;
(b) all tangible personal property owned by Seller each Seller, located at and currently used in connection with the operationmanagement, repair and repair, maintenance and/or operation of the Land Property (the “Tangible Personal Property”);
(c) all right, title and interest of each Seller in and to the Improvements following:
(d) all assignable governmental licenses, approvals, authorizations and situated thereon permits respecting the use and occupancy of each Property (collectively, the “Personal PropertyGovernmental Approvals”);
(e) all assignable drawings, with the exception of certain items which Seller uses in the Marina Operationsplans, specifications, surveys and manuals, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Sellerwarranties, if any (together with the Land, the Leasehold, and the Improvementscollectively, the “Real PropertyPlans and Specifications”);
(f) All of Seller’s rightall leases and occupancy agreements (collectively, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include ) in effect as of the Closing Date, including any and all leases for the restaurantdeposits, boat service providersletters of credit, and tenant farmers. The Leases are listed on Exhibit E, attached heretoescrows (and any required interest thereon) and prepaid rents;
h(g) All of Seller’s rightall assignable service, title and interest in all bookssupply, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service maintenance and/or security contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to be assigned to Purchaser as of the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to Closing Date in accordance with the terms of this Agreement);
(h) all assignable construction, architectural and engineering contracts (collectively, the “Construction Contracts”) to be assigned to Purchaser as of the Closing Date in accordance with the terms of this Agreement; and
k(i) All trademarks, logos and tradenames or other intangible rights relating to each Property and/or Building, except any trade names or trade marks of Seller’s membership and voting interests in the Little Potato Slough Mutual Water “The St. Xxx Company, a California nonprofit mutual benefit corporation” or any of its affiliates.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (St Joe Co)
Purchase and Sale. Subject to all of Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Seller shall sell ThermaSys agrees to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto Insilco (the “Land”);
b"ASSET PURCHASE") The leasehold in and Insilco agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to ThermaSys at the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1Closing, 1999free and clear of all Liens, between the State other than Permitted Liens, all of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s Insilco's right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used primarily in the improvementsconduct of the Business by Insilco through the Thermal Divisions (or though the previously divested business units known as "McKenica" and "Romac" or through one or more subsidiaries through which such business units may have operated) as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet and not disposed of in the ordinary course of business as permitted by this Agreement, and all assets of the Thermal Divisions thereafter acquired by Buyer and its subsidiaries and related primarily to the conduct of the Business, (the "PURCHASED ASSETS"), and including, buildingswithout limitation, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s all right, title and interest of Insilco in, to and under:
(a) all cash, cash equivalents and marketable securities held in or by the Thermal Divisions, on hand and in banks;
(b) all tangible personal propertyreal property and leases of, and other interests in, real property used or held for use primarily in the conduct of the Business, in each case together with all buildings, fixtures, and improvements erected thereon, including furniturewithout limitation the items listed on Schedule 4.01(b);
(c) all personal property and interests therein used or held for use primarily in the conduct of the Business, including machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliancesfurniture, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational communications equipment, carpeting vehicles, storage tanks, spare and other floor coveringsreplacement parts, window treatments, safes fuel and other tangible property, including without limitation, the personal property owned by Seller of the Thermal Divisions listed on Schedule 4.01(c);
(d) all raw materials, work-in-process, finished goods, supplies and currently other inventories used or held for use primarily in the operation, repair and maintenance conduct of the Land Business;
(e) all rights under all contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments relating primarily to the Improvements and situated thereon Business, including, without limitation, the items listed on Schedule 4.01(e) (collectively, the “Personal Property”"CONTRACTS");
(f) all accounts, with notes and other receivables arising out of the exception conduct of certain items which Seller uses in the Marina Operations, and any items that are not essential Business prior to the ownershipClosing;
(g) all prepaid expenses relating exclusively to the Business, managementincluding, repairbut not limited to, maintenance or operation ad valorem taxes, leases and rentals;
(h) all petty cash located at the operating facilities of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated Businexx (the “Excluded Personal Property Items”"PETTY CASH"). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of ;
(i) all items constituting rights, claims, credits, causes xx xction or rights of set-off Insilco or any of its Affiliates may have against third parties relating to the Personal PropertyPurchased Assets, which then shall be described in Exhibit C-1including, which will be attached to this Agreement andwithout limitation, by this reference, made part of it, unliquidated rights under manufacturers' and vendors' warranties;
(iij) all items constituting patents, copyrights, trademarks, trade names, mask works, service marks, service names, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs and other intangible property (excluding any of the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and foregoing pertaining to the Landname Insilco and any derivative thereof) and any applications for the same, if anyin each case owned by or, to the fullest extent permitted by the applicable license, licensed to, Insilco or any of its Affiliates and used or held for use primarily in the conduct of the Business, including any water or mineral rights owned by or leased to Seller, if any (together with without limitation the Land, the Leasehold, and the Improvements, the “Real Property”items listed on Schedule 4.01(j);
f(k) All of Seller’s rightall transferable licenses, title and interest in and to any street, right of way, alley permits or road abutting the Land other governmental authorizations primarily affecting or the Leasehold relating to the center lines thereofBusiness, including without limitation, the items listed on Schedule 4.01(k);
g(l) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, files and rate lists (papers, whether in electronic format hard copy or reduced to paper)computer format, any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to used primarily in the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the LandBusiness, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies information, sales and other architectural promotional literature, manuals and engineering drawings for data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records, and any information relating to any Tax imposed on the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; Purchased Assets;
(m) all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone outstanding capital stock of Arup and fax numbers TCI and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All 51% of the items listed above in this subsection (i), collectively, are referred outstanding capital stock of Dalian to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer purchased pursuant to the terms of this Agreement)Stock Purchase Agreements; and
k(n) All of Seller’s membership and voting interests in all goodwill associated primarily with the Little Potato Slough Mutual Water CompanyBusiness or the Purchased Assets, a California nonprofit mutual benefit corporationtogether with the right to represent to third parties that Buyer is the successor to the Business.
Appears in 2 contracts
Samples: Transaction Agreement (Insilco Holding Co), Transaction Agreement (Insilco Corp/De/)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall agrees to sell to Buyer, and assign and Buyer shall agrees to purchase from Sellerand pay for, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title following (less and interest as Lessor in any leases or other occupancy agreements, contracts or reservations except for the use or occupancy of Excluded Assets) (collectively, the Property“Assets)”:
(a) the oil and gas leases more particularly described in Exhibit A, other than the dry and wet slip leases included subject to any depth restrictions described in the Marina Operations Exhibit A, (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (collectively, the “Leases”). The Leases shall include , together with any and all leases for other rights, titles and interests of Seller in and to (i) the restaurantleasehold estates created thereby, boat service providerssubject to any depth restrictions described in Exhibit A, and tenant farmers. The to the terms, conditions, covenants and obligations set forth in the Leases are listed and/or Exhibit A, and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized, subject to any depth restrictions described in Exhibit A (the “Lands”), including in each case, without limitation, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character;
(b) all oil and gas wxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized, including those specified on Exhibit EA (collectively, attached the “Wxxxx”) and all Hydrocarbons produced therefrom or allocated thereto from and after the Effective Time (the Leases, the Lands, and the Wxxxx being collectively referred to hereinafter as the “Properties”);
(c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Seller in the Properties;
(d) all rights and interests in or to insurance claims, proceeds or unpaid awards with respect to damage to the Assets from Hurricane Rxxx and Kxxxxxx, including those set forth on Schedule 4.9 hereto;
(e) to the extent that they may be assigned, all Applicable Contracts;
(f) to the extent that they may be assigned, all permits, licenses, servitudes, easements and rights-of-way to the extent used primarily in connection with the ownership or operation of the Properties or the Personal Property (as hereinafter defined);
(g) all equipment, machinery, fixtures and other real, moveable and non-moveable personal and mixed property located on the Properties or the other Assets described above as of the Effective Time, including, without limitation, well equipment, casing, rods, tanks, boilers, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, platforms, structures, materials and other items used primarily in the operation thereof (“Personal Property”);
(h) All all Imbalances relating to the Properties or other Assets;
(i) except as set forth on Schedule 2.1(i) hereto, the Geologic Data to the extent relating primarily to the Properties; and
(j) all of Seller’s rightthe rights, title titles and interest interests of Seller in and to all booksof the original (or copies if originals are not available) files, records, information and rate lists (data, whether in electronic format written or reduced to paper)electronically stored, any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable primarily relating to the period after Assets (the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land“Records”), including, without limitation: all databases (i) land and mailing lists for past title records (including abstracts of title, title opinions and present clients title curative documents); (ii) contract files; (iii) correspondence; (iv) operations, engineering, geological, environmental, production and customers for the previous two years; all plans accounting records and specifications(v) facility, site plans, plats, surveys, engineering studies field and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from well records but excluding any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the foregoing items listed above in this subsection (i), collectively, that are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationExcluded Assets.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Houston Exploration Co), Purchase and Sale Agreement (Houston Exploration Co)
Purchase and Sale. Subject to all of On the terms and subject to the conditions of this Agreementset forth herein:
(a) ARCO agrees to sell, Seller shall sell transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from SellerPurchaser the ARCO Alaska Shares, the “Property,” which is defined ATAI Shares, the Kuparuk Shares, the Oliktok Shares, the Alpine Shares, the ARCO Marine Shares, the UTP Holdings Shares, the CIPC Shares and the Alpine Rights-of-Way;
(b) CH-20 agrees to mean:sell, transfer, assign, convey and deliver to Purchaser the ARCO Beluga Shares;
a(c) Land located near ARCO agrees to cause AMI to sell, transfer, assign, convey and deliver to Purchaser the City AMI Conveyed Properties and the AMI Conveyed Contract; and
(d) ARCO agrees to sell, transfer, assign, convey and deliver to Purchaser the Product Inventory; and Purchaser agrees to purchase and accept from Sellers and AMI, all of Lodisuch Shares, County of San XxxxxxxConveyed Properties and Product Inventory, State of California, and more specifically described in Exhibit A attached hereto for an aggregate purchase price (the “Land”);
b"PURCHASE PRICE") The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory consisting of (i) all items constituting for the Personal PropertyProducing and Marine Assets, which then shall be described $5,724,213,643 (the "INITIAL PRODUCING AND MARINE ASSETS PURCHASE PRICE"), subject to adjustment as provided in Exhibit C-1Sections 2.3 and 2.8(e) (as so adjusted, which will be attached the "PRODUCING AND MARINE ASSETS PURCHASE PRICE"), plus, as additional consideration for ARCO Alaska and UTP Holdings, such SSPs as are payable in respect of production occurring after the Cutoff Date pursuant to this Agreement and, by this reference, made part of it, Section 2.8 and (ii) all items constituting for the Excluded Personal Property Items which shall be described in Exhibit C-2Pipeline Assets, which will be attached to this Agreement and$921,000,000, by this reference, made part less the aggregate principal amount of it;
e) All Bonds outstanding as of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring the close of business on the day prior to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Second Closing Date (hereinafter defined)but shall not include the "INITIAL PIPELINE ASSETS PURCHASE PRICE"), less any of these items reduction required pursuant to the extent they are part of the Marina Operations.
i) All of Seller’s right, title Section 2.7 and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance adjustment as provided in Section 2.5 (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental as so reduced or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Landadjusted, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement"PIPELINE ASSETS PURCHASE PRICE"); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Master Purchase and Sale Agreement (Atlantic Richfield Co /De), Master Purchase and Sale Agreement (Phillips Petroleum Co)
Purchase and Sale. Subject to all of and in accordance with the terms and conditions of set forth in this Agreement, Seller on the Closing Date, Purchaser shall purchase from Sellers and Sellers shall sell to BuyerPurchaser the applicable Real Properties, together with the following, relating to the applicable Real Properties: all buildings and Buyer shall purchase from Seller, improvements located on the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto Real Properties (the “LandImprovements”), and the portions thereof comprising the hotel(s) on each individual Real Property, are collectively referred to as the “Hotels”) and any and all of Sellers’ rights, easements, licenses and privileges presently thereon or appertaining thereto;
b(i) The leasehold all of Sellers’ right, title and interest, if any, in and to any land lying in the real property more specifically described bed of any street, alley, road or avenue (whether open, closed or proposed) within, in Exhibit B attached hereto (front of, behind or otherwise adjoining the “Leasehold”) held by Seller pursuant Real Properties or any of them, and any other rights of way, strips and gores of land to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State extent such land is appurtenant to any of California as Lessor and Seller as Lessee(the “Lease”)the Real Properties;
c(ii) All all of Seller’s Sellers’ right, title and interest in and to the improvementsleases, includinglicenses, buildingsoccupancy agreements and other agreements demising space in or providing for the use or occupancy of the Real Properties or the Improvements or any part thereof, parking areasin each case entered into prior to or following the Effective Date in accordance with the terms hereof (the “Leases”; provided, recreational facilitieshowever, landscapingthat the Leases shall not include arrangements or agreements providing for the transient use of guest rooms, fixturesbanquet rooms, conference rooms or similar facilities by any Hotel’s guests or patrons), and other improvements (excluding fixtures and other improvements owned all refundable deposits, security or otherwise, made by Seller’s tenants or licensees) now situated on other users or occupants of the Land Improvements or the Leasehold(collectivelyReal Properties under the Leases (collectively, “Tenants”; provided, however, that the “Improvements”Tenants shall not include transient users of guest rooms, banquet rooms, conference rooms or similar facilities at any Hotel);.
d(iii) All of Seller’s right, title any and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational furniture, furnishings, fittings, fixtures and other articles of durable personal property of every kind and nature, including all spare parts and reserve stock, which are owned or leased by or for the account of any Seller and are physically located at the Hotels and used in the operation of any Hotel, including, without limitation, and subject to depletion and replacement in the ordinary course of business and not in violation of the express provisions hereof: (A) office furniture and equipment; (B) room furnishings; (C) art work and other decorative items; (D) televisions, cable “set top boxes,” radios and other consumer electronic equipment; (E) telecommunications equipment, carpeting including, but not limited to, equipment used for the purpose of providing internet access via Wi-Fi, Ethernet, or any other technological means to laptops, tablets, smartphones or any other electronic device (other than the systems and/or software that are owned or provided by the franchisors in connection with the operation of the Hotels); (F) computer equipment (other than computer equipment owned or provided by franchisors in connection with the operation of the Hotels); (G) automobiles, vans, trucks, machinery and other floor coveringsvehicles; (H) Supplies; (I) kitchen appliances, window treatments, safes cookware and other cooking utensils; (J) all keys, access cards, combinations to locks and other security devices or other incidents of ownership; and (K) all other tangible personal property owned by Seller and currently any of the Sellers, located on any of the Real Properties or the Improvements or used in connection with the operation, repair and maintenance of the Land and Real Properties and/or the Improvements and situated thereon (collectively, the “Personal Property”). “Supplies” means all china, with the exception of certain items which Seller uses in the Marina Operationsglassware, blankets, pillows, linens, towels, sheets and other bed clothing, silverware, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights uniforms owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest whether in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Propertyheld in reserve storage for future use, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect operation of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itHotel;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Real Estate Purchase and Sale Agreement (Summit Hotel Properties, Inc.), Real Estate Purchase and Sale Agreement (American Realty Capital Hospitality Trust, Inc.)
Purchase and Sale. Subject to all of and in accordance with the terms and conditions of set forth in this Agreement, Seller on the applicable Closing Date, Purchaser shall purchase from Sellers and Sellers shall sell to BuyerPurchaser the applicable Real Properties, together with the following, relating to the applicable Real Properties: all buildings and Buyer shall purchase from Seller, improvements located on the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto Real Properties (the “LandImprovements”), and the portions thereof comprising the hotel(s) on each individual Real Property, are collectively referred to as the “Hotels”) and any and all of Sellers’ rights, easements, licenses and privileges presently thereon or appertaining thereto;
b(i) The leasehold all of Sellers’ right, title and interest, if any, in and to any land lying in the real property more specifically described bed of any street, alley, road or avenue (whether open, closed or proposed) within, in Exhibit B attached hereto (front of, behind or otherwise adjoining the “Leasehold”) held by Seller pursuant Real Properties or any of them, and any other rights of way, strips and gores of land to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State extent such land is appurtenant to any of California as Lessor and Seller as Lessee(the “Lease”)the Real Properties;
c(ii) All all of Seller’s Sellers’ right, title and interest in and to the improvementsleases, includinglicenses, buildingsoccupancy agreements and other agreements demising space in or providing for the use or occupancy of the Real Properties or the Improvements or any part thereof, parking areasin each case entered into prior to or following the Effective Date in accordance with the terms hereof (the “Leases”; provided, recreational facilitieshowever, landscapingthat the Leases shall not include arrangements or agreements providing for the transient use of guest rooms, fixturesbanquet rooms, conference rooms or similar facilities by any Hotel’s guests or patrons), and other improvements (excluding fixtures and other improvements owned all refundable deposits, security or otherwise, made by Seller’s tenants or licensees) now situated on other users or occupants of the Land Improvements or the Leasehold(collectivelyReal Properties under the Leases (collectively, “Tenants”; provided, however, that the “Improvements”Tenants shall not include transient users of guest rooms, banquet rooms, conference rooms or similar facilities at any Hotel);.
d(iii) All of Seller’s right, title any and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational furniture, furnishings, fittings, fixtures and other articles of durable personal property of every kind and nature, including all spare parts and reserve stock, which are owned or leased by or for the account of any Seller and are physically located at the Hotels and used in the operation of any Hotel, including, without limitation, and subject to depletion and replacement in the ordinary course of business and not in violation of the express provisions hereof: (A) office furniture and equipment; (B) room furnishings; (C) art work and other decorative items; (D) televisions, cable “set top boxes,” radios and other consumer electronic equipment; (E) telecommunications equipment, carpeting including, but not limited to, equipment used for the purpose of providing internet access via Wi-Fi, Ethernet, or any other technological means to laptops, tablets, smartphones or any other electronic device (other than the systems and/or software that are owned or provided by the franchisors in connection with the operation of the Hotels); (F) computer equipment (other than computer equipment owned or provided by franchisors in connection with the operation of the Hotels); (G) automobiles, vans, trucks, machinery and other floor coveringsvehicles; (H) Supplies; (I) kitchen appliances, window treatments, safes cookware and other cooking utensils; (J) all keys, access cards, combinations to locks and other security devices or other incidents of ownership; and (K) all other tangible personal property owned by Seller and currently any of the Sellers, located on any of the Real Properties or the Improvements or used in connection with the operation, repair and maintenance of the Land and Real Properties and/or the Improvements and situated thereon (collectively, the “Personal Property”). “Supplies” means all china, with the exception of certain items which Seller uses in the Marina Operationsglassware, blankets, pillows, linens, towels, sheets and other bed clothing, silverware, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights uniforms owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest whether in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Propertyheld in reserve storage for future use, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect operation of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itHotel;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Real Estate Purchase and Sale Agreement (Summit Hotel Properties, Inc.), Real Estate Purchase and Sale Agreement (American Realty Capital Hospitality Trust, Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreementset forth herein, Seller shall sell hereby agrees to Buyersell, assign, transfer and convey, and Buyer shall Xxxxx hereby agrees to purchase from Sellerand acquire, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s Xxxxxx's right, title and interest in and to the improvementsProperty. As used herein the term “Property” means, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelycollectively, the “Improvements”);following:
d(a) All that certain lot, tract or parcel of Seller’s rightreal estate more particularly described on Exhibit “A”, title together with all plants, shrubs and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated trees located thereon (collectively, the “Personal PropertyLand”), and together with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privilegesways and easements appurtenant thereto, entitlementsincluding, hereditamentswithout limitation, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All all of Seller’s right, title and interest in and to the land underlying and the air space overlying any streetpublic or private ways or streets crossing or abutting said real estate (collectively, right the “Appurtenances”);
(b) All buildings, structures and other improvements of wayany and every nature located on the Land and all fixtures attached or affixed, alley actually or road abutting constructively, to the Land or to any such buildings, structures or other improvements (collectively, the Leasehold to the center lines thereof“Improvements”);
g(c) All goods, equipment, machinery, apparatus, fittings, furniture, furnishings, supplies, spare parts, tools and other personal property described on Exhibit “B” attached hereto (collectively, the “Personal Property”), excluding, however, any property of any kind, personal or otherwise, belonging to Tenants of the Property;
(d) All of Seller’s the right, title and interest as Lessor in of the “lessor” or “landlord” in, to and under all leases, licenses and other agreements for the use, occupancy or possession of all or any part of the Land or the Improvements, including, without limitation, (i) any tenant lease(s) scheduled and identified on Exhibit “C” attached hereto, and (ii) all new tenant leases or other agreements for use, occupancy agreements, contracts or reservations for the use possession of all or occupancy any part of the PropertyLand or the Improvements entered into between the date hereof and the Closing Date in accordance with the terms and conditions of this Agreement (collectively, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include ; and
(e) Any and all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s assignable right, title and interest in and to any of the following existing at the Closing (i) all booksmaintenance, recordsservice, advertising and rate lists (whether in electronic format other like contracts and agreements with any third party that are not Leases or reduced to paper), any card key deposits, reservation depositsSupplemental Lease Agreements, and any prepaid rentwritten amendments or modifications thereto, storage fees and other revenues attributable with respect to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part ownership and operation of the Marina Operations.
iProperty, as identified on Exhibit “D” attached hereto (collectively, the “Service Contracts”), (ii) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; , (iii) all transferable consentsassignable permits, authorizationslicenses, bondsapprovals and authorizations issued by any governmental authority in connection with the Land and Improvements (which shall, variances or waiversin all events, include all permits, licenses, approvals and authorizations required to continue operating/leasing the Property in substantially the same manner as of the Effective Date), and (iv) all assignable certificates, licenses, permits, utility rightsauthorizations, development rights consents and approvals from any governmental or quasi-governmental agencyauthorities with respect to the design, departmentdevelopment, board, commission, bureau or other entity or instrumentality solely in respect construction and installation of the Land or the Improvements; all tenant lists, telephone Improvements and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than vehicular ingress and egress to and from the Marina Operations Land, and the use, operation and occupancy of the Improvements, including, without limitation, the certificate of occupancy for the Improvements (collectively, the “Service ContractsIntangibles”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Medalist Diversified REIT, Inc.), Purchase and Sale Agreement (Medalist Diversified REIT, Inc.)
Purchase and Sale. Subject Upon and subject to all of the terms and conditions of this Agreementhereof, at the Closing, Seller shall sell sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s all right, title and interest of Seller in and to all of the improvementstangible and intangible assets of Seller of any kind or nature other than the Excluded Assets (the “Purchased Assets”), in each case free and clear of all Liens whatsoever, including, without limitation:
(a) The leasehold and subleasehold interests of the Seller in all real property listed on Schedule 2.1(a) hereto (collectively, “Leased Real Estate”), together with all interests of Seller in the buildings, parking areasstructures, recreational facilities, landscapinginstallations, fixtures, and other improvements (excluding trade fixtures and other improvements owned by Seller’s tenants situated thereon and all easements, rights of way and other rights, interests, and appurtenances of Seller therein or licensees) now situated on thereunto pertaining (collectively with the Land or the Leasehold(collectivelyLeased Real Estate, the “ImprovementsLeasehold Interests”);.
d(b) All of Seller’s right, title and interest in all tangible personal property, including furniture, The machinery, apparatus, equipment, building materials, supplies, signsfurniture, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software network infrastructure and spare parts and other tangible assets of the Seller as of the Closing exclusive of Inventory and the motor vehicles owned by Seller (collectively, “Equipment”).
(c) All warranties or guarantees by any manufacturer, supplier or other vendor to the extent the same is used by Seller solely in connection with its ownership, management or operation related to any of the ImprovementsPurchased Assets (“Warranties”).
(d) The Credit Card Portfolio Assets.
(e) All unpaid accounts, notes and other miscellaneous receivables in favor of Seller with respect to the Leasehold, or Business (including the Landcredit card receivables), appliancestogether with all collateral security therefor (“Receivables”).
(f) The inventory of goods and materials, tools, recreational equipment, carpeting packaging materials and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance supplies of the Land and Seller as of the Improvements and situated thereon Closing wherever located (collectively, the “Personal PropertyInventory”), with .
(g) All purchase orders issued by the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions Company in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real PropertyPurchase Orders”);.
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s rightcontracts, title and interest in all booksguarantees, recordsleases, and rate lists licenses (whether in electronic format including those relating to concessions or reduced to paperlicensed departments), any card key deposits, reservation deposits, and any prepaid rent, storage fees commitments and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, agreements related to the LandBusiness (exclusive of Real Estate Agreements), including, without limitation: all databases , the Material Agreements.
(i) All reciprocal easement and mailing lists for past operating agreements, agreements supplemental thereto, easements, Seller’s interests as landlord and/or tenant under the Leases and present clients any purchase and customers for the previous two years; all plans lease termination options, rights of first refusal or first offer, subordination, non-disturbance and specificationsattornment agreements, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection agreements that run with the Improvements or the Personal Property; land (collectively, “Real Estate Agreements”).
(j) The Intellectual Property and all transferable consentsgoodwill associated therewith.
(k) The franchises, authorizationsapprovals, bonds, variances or waiverspermits, licenses, permitsorders, utility rightsregistrations, development certificates, variances and similar rights obtained from governments and approvals from governmental agencies of the Seller.
(l) All existing written or computer stored information regarding customers of the Business.
(m) All material sales records, accounting records, purchase records, supplier lists, advertising and promotional materials, production records and other records; real estate and engineering data, blueprints and other property records; the material records regarding the Occupational Safety and Health Act and other governmental examinations and clearances related to the Business; personnel, benefits and payroll records, to the extent permitted by law; and all other material books and records primarily related to the Business, (collectively, “Books and Records”); provided that Seller shall maintain custody of the Books and Records and shall provide Buyer with access thereto for any governmental legitimate business purpose.
(n) All cash and cash equivalents of the Seller including cash in transit and “Register cash” in an amount as is necessary to open the stores of the Business on the day after the Closing Date, determined by reference to the historical practices of the Business.
(o) All rights of Seller under any refunds, deposits (other than customer deposits), security deposits, claims, causes of action, rights of set off and rights of recoupment, in each case to the extent not included on the Unaudited Balance Sheet as an asset.
(p) The computer software (including intellectual property rights related thereto) listed on Schedule 2.1(p) hereto, and all telephone numbers, domain names and URL addresses related to the Business or quasi-governmental agencythe Purchased Assets, departmentincluding those listed on Schedule 2.1(p).
(q) All prepaid expenses and goodwill.
(r) All other assets (other than Excluded Assets) of the nature of the assets reflected on the Unaudited Balance Sheet. Seller agrees that it will, boardforthwith after receipt, commission, bureau transfer and deliver to Buyer any cash or other entity or instrumentality solely property that Seller may receive in respect of any of the Land Purchased Assets and any mail or other documents received by Seller relating to any of the Improvements; all tenant listsPurchased Assets transferred to Buyer hereunder, telephone such property, mail and fax numbers documents to be delivered in the form and marketingcondition in which received, advertising and other promotional drawings, brochures, booklets and materials to except for the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer opening of any governmental envelope or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree uponpackage, and prepare a schedule the endorsement of Intangible Personal Propertyany instrument for collection, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationif required.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Casual Male Retail Group Inc)
Purchase and Sale. Subject to all the entry of the Bid Procedures Order and the Sale Order and upon the terms and subject to the conditions of this AgreementAgreement and the Sale Order, on the Closing Date, Seller shall sell sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase purchase, acquire and accept from Seller, the “Property,” which is defined to mean:
a) Land located near the City free and clear of Lodiall Encumbrances (other than Permitted Encumbrances), County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the improvementsfollowing assets, includingproperties, buildings, parking areas, recreational facilities, landscaping, fixtures, interests and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon rights (collectively, the “Personal PropertyPurchased Assets”), with other than, for the exception avoidance of certain items which Seller uses in doubt, the Marina OperationsExcluded Assets, and any items that are not essential which, notwithstanding the foregoing provisions of this Section 2.01 to the ownershipcontrary, managementwill remain, repairas applicable, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently ownedassets, managedproperties, repaired, maintained interests and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course rights of Seller’s business. Prior to the expiration of the Inspection Period :
(hereinafter defined), a) all trademarks and service marks owned by Seller and Buyer shall use reasonable efforts to agree upon all registrations, renewals and prepare an inventory of (iapplications therefor as set forth on Schedule 2.01(a) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this referencein each case, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s rightworldwide rights, title and interest in all easementsassociated with the foregoing, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Landgoodwill associated with any of the foregoing, in each case, that are primarily associated with the Leasehold, and the ImprovementsBrand (collectively, the “Real PropertyTrademarks”);
(b) all Contracts set forth on Schedule 2.05(b) (as described below), under the heading “Assumed Contracts” (collectively, the “Assumed Contracts”);
(c) the domain names, websites, and social media handles owned by Seller that are utilized in connection with the Business, including related passwords (collectively, the “Domain Names”), as set forth on Schedule 2.01(c);
(d) all copyrights (registered or unregistered), designs, patterns, sketches, works of authorship, creations or drawings owned by Seller and relating to products developed, manufactured, marketed or sold by Seller primarily in connection with the Trademarks or the Business, including the applications and registrations thereof set forth on Schedule 2.01(d) (collectively, the “Copyrights”);
(e) all Other Intellectual Property;
(f) All of subject to the first proviso in this Section 2.01(f), Seller’s rightbooks and records, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s rightextent exclusively related to the Business, title and interest as Lessor in any leases or other occupancy agreementsincluding all corporate records, contracts or reservations for the use or occupancy executed copies of the PropertyAssumed Contracts, other than the dry all technical information and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall data, databases, computer files, schematics, all filings made with or records required to be retained kept by Seller (the “Leases”). The Leases shall include any Governmental Authority, all leases for the restaurantresearch and development reports, boat service providers, all financial and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, accounting records, and rate lists (whether in electronic format all creative, promotional or reduced to paper), any card key deposits, reservation depositsadvertising materials, and any prepaid rentother ledgers, storage fees files, documents, correspondence and other revenues attributable business records relating to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s rightforegoing; provided, title and interest in all intangible personal propertyhowever, in its possessionno event shall any books and records of any kind or medium, communications, corporate records, minute books, emails, correspondence or any other transmission, records or materials that, in each case, are related to the Landsale of the Business or the Purchased Assets by Seller, including, without limitation: all databases , the transactions contemplated by this Agreement, the negotiation thereof and mailing lists for past hereof and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect consummation of the Land transactions contemplated hereby, constitute Purchased Assets and shall instead constitute “Excluded Assets” (as defined below) (such excluded records, the “Excluded Records”); provided, further, that Seller shall be entitled to retain a copy of such books and records described in this Section 2.01(f) that constitute Purchased Assets for recordkeeping purposes, which such copies shall be kept confidential by Seller, except such obligation shall not apply (x) to any information that becomes generally available to the public or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials (y) to the extent they relate exclusively disclosure of such information is required by Law or pursuant to any Order; provided, that Seller will provide Buyer with prior written notice of any disclosure required by Law or pursuant to any Order and, where applicable and reasonably requested by Buyer and at Buyer’s sole cost and expense, will use commercially reasonable efforts to cooperate with Buyer to obtain a protective order or other confidential treatment or otherwise limit the scope of information that is required to be disclosed, and Seller shall only disclose that portion of such information as Seller is legally required to disclose.
(g) other than as set forth in Section 2.01(i), all claims (including counterclaims), rights, causes of action, privileges, demands, indemnification rights, and defense rights of Seller, in each case, to the Property, subject extent related to Buyer’s compliance (at its reasonable cost) with applicable governmental rules ownership, licensing, and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All marketing of the items listed above Purchased Assets, whether arising or related to periods before, at or following the Closing;
(h) all associated income, royalties, damages, and payments due from or payable by any third party, in this subsection (i)each case, collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior solely to the expiration of the Inspection Periodextent arising (in whole or in part, Seller and Buyer shall use reasonable efforts to agree uponbut if in part, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent of such part) after the Closing and exclusively related to Buyer’s ownership, licensing, and marketing of the Purchased Assets, including under the Assumed Contracts, following the Closing;
(i) all accounts receivable and other receivables arising under or pursuant to any Assumed Contract solely to the extent arising (in whole or in part, but if in part, only to the extent of such part) after the Closing and exclusively related to Buyer’s ownership, licensing, and marketing of the Purchased Assets following the Closing, it being understood and agreed that none of Seller’s obligations thereunder are expressly assumed right to, interest in or entitlement to any fees, payments or any other amounts payable to Seller by Buyer pursuant in its capacity as a licensee under Buyer’s License that relate to the terms provision of this Agreement)any license thereunder prior to the Closing and that remain unpaid as of the Closing shall be included in Purchased Assets or be offset or credited by Buyer against any amounts payable under Buyer’s License following the Closing; and
k(j) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationall Customer Information.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement (Sequential Brands Group, Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all upon the “Property,” which is defined terms, covenants and conditions hereinafter set forth, the following (herein collectively referred to mean:
as the "PROPERTY"): (a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically land legally described in on Exhibit A "A" attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1and made a part hereof, 1999together with all buildings, between the State of California as Lessor improvements and Seller as Lessee(the “Lease”);
c) All fixtures located thereon and all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s 's right, title and interest in and to any streetall rights, right of wayprivileges and appurtenances pertaining thereto, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All including all of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s 's right, title and interest in and to all bookseasements, recordsrights-of-way, and rate lists open or proposed streets, alleys, easements, strips or gores of land adjacent thereto (whether in electronic format or reduced to papercollectively, the "REAL PROPERTY"), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to including the period after office building located on the Closing Date Real Property commonly known as "40 Broad Street" (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i"BUILDING"); (b) All of Seller’s all right, title and interest of Seller in and to (i) those items of personal property described in Exhibit "B" attached hereto and made a part hereof and all intangible other tangible personal propertyproperty located on the Real Property and used in the ownership, in its possession, related to operation and maintenance of the LandReal Property, including, without limitation: , all databases furniture, furnishings, fixtures, appliances, machinery and mailing lists for past equipment owned by Seller and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively relating to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding provided, however, the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall foregoing does not include any items associated proprietary software items), and (ii) all intangible property relating to the Property, including, without limitation, any and all rights of Seller in and to the name "40 Broad Street", all plans and specifications for the Property, all third party engineering, soils, curtain wall and hazardous reports and any other third party studies relating to the Property, all catalogues, warranties, guarantees, correspondence with present or prospective tenants or suppliers, non- proprietary books, records and files (including those maintained by Seller's third party property manager, to the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer extent owned by or under the control of Seller) relating to the condition or operations of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree uponadvertising materials, and prepare a schedule of Intangible Personal Property, which then shall be telephone exchange numbers (such tangible and intangible property described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
jsubparagraph (b) All of Seller’s is herein collectively called the "PERSONAL PROPERTY"); and (c) all right, title and interest of Seller (i) in any service contracts all leases, licenses and equipment leases relating to occupancy agreements affecting the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Real Property (collectively, the “Service Contracts”) (but only "LEASES"), in each case together with all underlying agreements, work letters, side letters, other agreements relating thereto, and guarantees, warranties and indemnifications from contractors, subcontractors, materialmen, suppliers and others relating to the extent Seller’s obligations thereunder are expressly assumed Property, and in each case, as the same have been or may hereafter be amended, restated, altered, supplemented or otherwise modified from time to time, together with all claims under the foregoing (provided that, subject to Section 5D(1)(b) below, Seller shall not thereby be deemed to have waived or released any rights to indemnification or any defenses, counterclaims or other similar claims with respect to pre-closing occurrences), all refundable security deposits and letters of credit required to be held by Buyer pursuant Seller under any Lease (collectively, "SECURITY DEPOSITS") and all lease offers and options, together with all rents and other sums due under the Leases, including, without limitation, all base rent, percentage rent, additional rent, other escalations and common area maintenance charges, together with all other revenue of any kind whatsoever derived from the Leases or the Property from and after the Closing (collectively, the "RENTS"), (ii) in and to the terms service, supply, maintenance, utility and commission agreements, and equipment leases described in Exhibit "R" attached hereto and incorporated herein by this reference which Buyer has agreed to assume ("CONTRACTS BEING ASSIGNED") and all claims thereunder (provided that, subject to Section 5D(1)(b) below, Seller shall not thereby be deemed to have waived or released any rights to indemnification or any defenses, counterclaims or other similar claims with respect to pre-closing occurrences), and (iii) in and to all licenses, the certificates of occupancy, permits, consents, approvals and other written authorizations relating to the use, operation or ownership of the Real Property or Personal Property (the rights and interests of Seller described in this Agreementsubparagraph (c) are herein collectively called the "OTHER PROPERTY RIGHTS"); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Purchase Agreement (JMB Income Properties LTD X), Purchase Agreement (JMB Income Properties LTD Xii)
Purchase and Sale. Subject Pursuant to all of the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from the Seller and the Seller agrees to (and pursuant to the terms of the Option Exercise Agreement Seller shall sell cause WTGS TV to, as applicable), sell, convey, transfer, assign and deliver, or cause to Buyerbe sold, conveyed, transferred, assigned and delivered, to Buyer shall purchase from Sellerat the Closing, free of all Liens other than Permitted Liens, all of the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest of the Seller and its Affiliates in, to and under all of the assets, Contracts and properties, whether tangible or intangible (and the Option Assets WTGS TV is required to transfer to Buyer pursuant to the Option Exercise Agreement), other than the Excluded Assets, in each case as and to the extent located at the Station or used primarily in the improvementsoperation of the Station, including, buildingsin addition to the Option Assets, parking areasthe following assets, recreational facilitiesContracts and properties, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated as the same shall exist on the Land or date of this Agreement and not disposed of in accordance with Section 5.01 and all similar assets, Contracts and properties acquired by the Leasehold(collectivelyLIN Companies, the “Improvements”);
d) All of Seller’s right, title Seller or their respective Affiliates between the date hereof and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (the Closing to the extent located at or used primarily in the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon Station (collectively, the “Station Assets”):
(a) All Owned Real Property and Real Property Leases;
(b) all Tangible Personal Property”), with the exception of certain items which Seller uses ;
(c) all rights under all Contracts used in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements Station to which, the LIN Companies, Xxxxxxx, WTGS TV, the Seller or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed any of their Affiliates is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of a party that (i) all items constituting the Personal Propertyare listed on Schedule 3.08(a), which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting are not required by the Excluded Personal Property Items which shall terms thereof to be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
hSchedule 3.08(a) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued used in connection with the Improvements operation of the Station, (iii) may result from the television broadcasting industry-wide negotiations with SESAC, ASCAP and BMI, (iv) are referenced in other subsections to this Section 2.01 or the Personal corresponding Section in the Schedules, or (v) are entered into after the date hereof by the LIN Companies, Xxxxxxx, WTGS TV, the Seller or any of their Affiliates pursuant to the terms and subject to the conditions of Section 5.01 to the extent used in connection with the operation of the Station (collectively, the “Assumed Contracts”) with the understanding that Assumed Contracts shall in no event include Excluded Contracts;
(d) all prepaid expenses and deposits (other than prepaid Income Taxes) to the extent that the Seller receives an appropriate credit in the Buyer Prorated Amount;
(e) all of the rights, claims, credits, causes of action or rights of set-off of WTGS TV, the LIN Companies, the Seller or any of their respective Affiliates against third parties relating to the Station Assets, including unliquidated rights under manufacturers’ and vendors’ warranties, in each case only to the extent Buyer or any of its Affiliates incurs Losses relating thereto and occurring after the Effective Time;
(f) all Intangible Property; ;
(g) all Internet web sites and related agreements, content and databases and domain name registrations used primarily in the operation of the Station, as set forth on Schedule 3.10;
(h) the FCC Licenses, along with all material transferable consentsmunicipal, authorizations, bonds, variances or waiversstate and federal franchises, licenses, permits, utility rightsfranchises, development rights and certificates, approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of authorizations issued by any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, Governmental Authority other than the Marina Operations FCC used primarily in the operation of the Station (collectively, the “Service ContractsPermits”);
(i) all prepayments under advertising sales contracts for committed air time for advertising on the Station that has not been aired prior to the Closing Date;
(but only j) to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant relating exclusively to the terms operation of this Agreementthe Station, all information and data, sales and business records, books of account, files, invoices, inventory records, general financial, accounting and real and personal property and sales and use Tax records (but excluding all other Tax records), personnel and employment records for Transferred Employees (to the extent permitted by Law) and all engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers and lists of present and former customers, quality control records and manuals, blueprints, litigation and regulatory files, and all other books, documents and records (including, without limitation, all electronic data relating to the Station, including current and historical electronic data relating to the Station’s traffic and historical financial information wherever that information is located);
(k) to the extent relating primarily to the operation of the Station, all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, and all licenses and rights in relation thereto; and
k(l) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationall other items listed on Schedule 2.01(l).
Appears in 2 contracts
Samples: Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Media General Inc)
Purchase and Sale. Subject to all of Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase (or, subject to Section 13.05, cause Buyer’s designated Affiliate(s) to purchase) from Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor its Affiliates and Seller as Lessee(the “Lease”agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer (or, subject to Section 13.05, Buyer’s designated Affiliate(s);
c) All at the Closing, free and clear of all Liens, other than Permitted Liens, all of Seller’s and its Affiliates’ right, title and interest in in, to and under the improvementsfollowing assets, includingproperties and rights of Seller and its Affiliates (the “Purchased Assets”):
(a) all rights under the leases of real property listed on Schedule 2.01(a) (each a “Real Property Lease”, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelycollectively, the “ImprovementsReal Property Leases”);
d(b) All of Seller’s right, title and interest in all tangible personal the real property, including furniturethose tower sites where Seller or any of its Affiliates own the real property on which the tower stands, machinerytogether with all buildings, apparatusfixtures and improvements erected thereon, listed on Schedule 2.01(b) (collectively, the “Owned Real Property”);
(c) all Closing Cash, if any, to the extent it is held in bank accounts dedicated to the Business;
(d) all personal property and interests therein, including all machinery and equipment, building materials, supplies, signs, tools, decorationsInformation Systems, security systemsspare parts, appliancesfurniture, office equipmentfurnishings, inventoryvehicles, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes test equipment and other tangible personal property owned by Seller and currently used, held for use or intended to be used primarily in the operationBusiness, repair wherever located (including on or in transit to or from the Business properties), including those items of tangible personal property set forth on Schedule 2.01(d);
(e) all raw materials, work in process, finished goods, supplies, molds, parts, spare parts, replacement and maintenance component parts, labels, packaging, demonstrating inventory and other inventories, wherever located (including on or in transit to or from the Business properties), owned and used, held for use or intended to be used primarily in the Business;
(f) all rights (including any rights or claims for non-performance or breach) under all Contracts (other than the Real Property Leases) relating primarily to the Business other than the Excluded Contracts;
(g) all accounts, notes, miscellaneous and other receivables, including unbilled receivables, unbilled revenues (including amounts due under customer holdback or retention arrangements) and reimbursable costs and expenses, of the Land Business, including the Assumed Intercompany Receivables;
(h) all deposits, prepaid expenses and refunds of the Business (other than any Tax refunds to which Seller or its Affiliates are entitled under Article 8), including ad valorem Taxes, leases, rentals, advance payments, deferred charges and credits and any of Seller or its Affiliates’ rights in amounts held in trust in connection with the Service and Access Agreement (or related or subsequent Contract) with the State of Florida;
(i) all rights, claims, credits, demands, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’, suppliers’, licensors’, contractors’ and vendors’ warranties, guaranties, indemnities and similar rights relating primarily to the Business;
(j) the Patents set forth on Schedule 2.01(j) (the “Transferred Patents”), the DTX Patents and DTX Trademarks and all Owned Intellectual Property Rights and Licensed Intellectual Property Rights, together with all income, royalties, damages and payments due or payable to Seller and/or its Affiliates as of the Closing or thereafter (including damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the Improvements rights to xxx and situated thereon collect damages for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Transferred Intellectual Property”);
f(k) All of Seller’s right, title and interest in and to any street, right of way, alley all transferable Permits (or road abutting the Land or the Leasehold applications for Permits) primarily related to the center lines thereofBusiness;
g(l) All of Seller’s rightall present and former customer, title and interest as Lessor in any leases or other occupancy agreementsvendor, contracts or reservations for the use or occupancy of the Propertysupplier, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providerscontractor, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title service-provider lists and interest in all books, records, files, documents, lists, drawings, creative materials, studies, catalogues, product operation sheets, mailing lists, quality control records, certifications, procedures, reports, and rate lists (papers, whether in electronic format hard copy or reduced computer format, relating primarily to paper)customers, any card key depositsvendors, reservation depositssuppliers, contractors or service providers of the Business and/or used in the Business, including billing, payment, dispute and any prepaid rentcredit information and similar data, storage fees engineering information, sales and other revenues attributable to promotional literature and records, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers and tangible embodiments of the period after the Closing Date Transferred Intellectual Property (hereinafter defined)but shall not include any of these items or copies thereof) to the extent they such embodiments are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists held for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued use or used in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials Business;
(m) to the extent they relate exclusively to the Propertypermitted by Applicable Law, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All copies of the items listed above in this subsection (i), collectively, are referred personnel and employment records relating to in this Agreement as the “Intangible Personal Property,” Transferred Employees; provided that Intangible Personal Property if Applicable Law requires that Buyer receive original personnel and employment records relating to any Transferred Employees, Buyer shall not include any items receive such records pursuant to this Section 2.01(m);
(n) all goodwill and other intangible assets associated with the Marina Operations. Seller shall reasonably cooperate Business and the Purchased Assets (including the goodwill associated with the Transferred Intellectual Property), together with the right to represent to third parties that Buyer in effecting an assignment and transfer is the successor to the Business;
(o) the assets of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
jBenefit Plans set forth on Schedule 2.01(o) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service ContractsAssumed Plans”);
(p) the Tax records of the Subsidiary;
(but only to q) any ownership interests in the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to Subsidiary; provided that notwithstanding the terms transactions contemplated hereby or any provision of this Agreement, all assets and liabilities of the Subsidiary shall remain the assets and liabilities of the Subsidiary;
(r) all other types or categories of assets, rights and properties owned and used, held for use or intended to be used primarily in the conduct of the Business (other than the Excluded Assets); and
k(s) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationall other assets set forth on Schedule 2.01(s).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tyco Electronics Ltd.), Asset Purchase Agreement (Harris Corp /De/)
Purchase and Sale. Subject to all of On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and accept from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s all right, title and interest of Seller in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used following tangible and intangible properties and assets owned or held by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal PropertyPurchased Assets”) free and clear of all Encumbrances (except for Permitted Encumbrances), with but excluding the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of Assets:
(i) all items constituting the Personal Propertyintellectual property used or held for use primarily in connection with non-vascular applications of embroidery technology for surgical implants, which then shall be described in Exhibit C-1including without limitation the intellectual property set forth on Schedule 4.7(a), which will be attached to this Agreement andbut excluding the xxxx “Pearsalls” and the Retained Xxxxx License Rights, by this reference(ii) the Assigned Xxxxx License Rights, made part of it(iii) the goodwill associated therewith, and (iiiv) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2rights to xxx for and recover and retain damages, which will be attached to this Agreement and, by this reference, made part of itcosts or attorneys’ fees for present and past infringement thereof;
e(b) All of Seller’s rightthe contracts, title and interest in all easementsagreements, rightscommitments, privilegeslicenses, entitlementsundertakings, hereditamentsarrangements, and appurtenances belonging to other legally binding contractual rights or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any obligations listed on Schedule 2.1(b) hereto (together with the Land, the Leasehold, and the Improvementscollectively, the “Real PropertyTransferred Agreements”);
f(c) All of Seller’s rightall technical drawings, title design master records, device history files and interest in records, verifications and to any streetvalidations, right of waymedical device reports, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s rightinternal audit reports, title and interest as Lessor in any leases or other occupancy agreementssupplier lists, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, recordsledgers, correspondence, promotional and rate lists marketing materials (whether in electronic format or reduced to paperincluding, without limitation, catalogues, brochures and trade show equipment), any card key deposits, reservation deposits, and any prepaid rent, storage fees documentation consistent with CE xxxx requirements and ISO certification requirements and any other revenues attributable information or documentation relating to the period after Medical Device Products (collectively, the Closing Date “Records”);
(hereinafter defined)but shall not include any d) the approvals from the United Kingdom and French Governmental Bodies to conduct clinical investigations of these items the Cervical Spine Products (collectively, the “Transferred Permits”), to the extent they are part transferable;
(e) copies of all documents sent to or received from the Marina Operations.
i) All of Seller’s right, title FDA and interest in all intangible personal property, in its possession, related any foreign counterpart relating to the LandMedical Device Products, including, without limitation: all databases , submissions and mailing lists for past amendments, clearances received, acknowledgment letters, audits and present clients and customers for the previous two years; all plans and specificationswarning letters, site plans, plats, surveys, engineering studies file submissions to other countries and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itsimilar documentation;
j(f) All copies of Seller’s rightall data, title studies, reports and interest in any service contracts and equipment leases publications relating to the operationMedical Device Products that have been completed, maintenanceare in process, ownership or management are being formulated or collected by Seller as of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Closing Date;
(collectively, the “Service Contracts”g) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms all finished goods inventory and samples of this Agreement)Medical Device Products; and
k(h) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationassets listed on Schedule 2.1(h).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nuvasive Inc)
Purchase and Sale. Subject to all of Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Seller shall sell Buyer agrees, and agrees to cause the relevant Designated Buyers, to purchase from Alpha Natural Resources (or, in the case of legal title to the Specified Assets, the applicable ANR Subsidiaries), and Alpha Natural Resources agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer, or the relevant Designated Buyers, at the Closing, free and Buyer shall purchase from Sellerclear of all Encumbrances, other than Permitted Encumbrances, all of Alpha Natural Resources’ (or, in the case of legal title to the Specified Assets, the “Property,” which is defined to mean:
aapplicable ANR Subsidiaries’) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in, to and under the following assets and properties, in each case that are owned, held or used by the Sellers and their Affiliates in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements conduct of the Purchased Business (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelytogether, the “ImprovementsPurchased Assets”)):
(a) the Owned Real Property;
d(b) All of Seller’s right, title (i) the Leases (including all prepaid royalties and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Landun-recouped minimum royalties thereunder), appliances, tools, recreational equipment, carpeting other than the Excluded Leases and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon subject to Section 7.12 (collectively, the “Personal PropertyAssumed Leases”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached Leased Real Property (other than the Leased Real Property subject to this Agreement and, by this reference, made part of it, the Excluded Leases) (clauses (i) and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2), which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvementscollectively, the “Purchased Leased Real Property”);
(c) all equipment, fixed assets and other tangible assets (including all mobile mining equipment, parts, supplies, tires and components) owned by any Seller or any of its Affiliates (wherever situated) and all other equipment, fixed assets and tangible assets located at the Sellers’ and their respective Affiliates’ loadouts, preparation plants, active mining areas, reclamation areas and coal storage areas, in each case that are owned and used or held for use primarily in the conduct of the Purchased Business by the Sellers and their Affiliates, and all of the Sellers’ and their respective Subsidiaries’ rights under warranties, indemnities, licenses and all similar rights against third parties with respect to the equipment, fixed assets and tangible assets referenced in this clause (c) (to the extent such rights are assignable at no cost, expense or penalty to the Sellers or their Affiliates, or at Buyer’s election if Buyer agrees to pay for such cost, expense or penalty), but excluding the Specifically Excluded Assets (collectively, the “Equipment and Fixed Assets”);
(d) unrestricted cash and cash equivalents to the extent necessary to satisfy the Liquidity Condition (the amount of cash and cash equivalents so delivered, the “Included Cash”);
(e) all accounts receivable, notes, chattel paper, negotiable instruments, receivables (whether current or non-current) and other current assets (subject to Section 2.02(a)) of the Sellers and their Affiliates primarily related to the Purchased Business (the “Accounts Receivable”);
(f) All of Seller’s all coal inventory and gas located on, or mined or extracted from, the Purchased Real Property, including all coal inventory calculated in accordance with Section 2.07;
(g) all right, title and interest of the Sellers’ and their respective Affiliates’ now or hereafter existing, in, to and under (i) the Contracts listed on Schedule 2.01(g) (as such schedule may be modified pursuant to Section 2.05, collectively, the “Assumed Contracts”) and (i) such other Contracts entered into by a Seller or any Affiliate of a Seller in the ordinary course of business after the date hereof as permitted pursuant to Section 5.01 and Section 5.02 and added to Schedule 2.01(g) by Buyer pursuant to Section 2.05, in each case, as each such Contract may have been amended or otherwise modified prior to the date of (or as permitted in accordance with the terms of) this Agreement;
(h) all deposits (including (i) security deposits for rent, electricity, telephone, other utilities or otherwise and (ii)(A) the cash collateral securing the letters of credit issued in favor of Summitpoint Insurance Company (Brickstreet Mutual Insurance Company) and Self-Insurance Division Bureau of Workers’ Compensation (PA), which cash collateral, as of the date hereof, was equal to $4,190,000 and $14,200,000, respectively, and (B) the cash collateral securing the letter of credit issued in favor of Western Surety, to the extent a replacement letter of credit is issued by application of Buyer or any of its Subsidiaries, which replacement letter of credit and cash collateral will be equal to $2,139,000 (it being understood that the Parties will cooperate to cause such a replacement letter of credit to be issued in the amount of $2,139,000), and, for the avoidance of doubt, in each case of this clause (ii), such cash collateral will not be considered unrestricted cash or cash equivalents) and all prepaid or deferred charges and expenses, including ad valorem taxes, leases and rentals, in each case to the extent provided or paid in connection with the Purchased Business (but excluding any deposits or prepaid or deferred charges and expenses to the extent relating to any street, right of way, alley Excluded Asset or road abutting the Land or the Leasehold to the center lines thereofany Excluded Liability);
g(i) All of Seller’s rightsubject to Section 7.03 and Section 7.12, title the Permits and interest as Lessor in any leases or other occupancy agreementsthe Licenses set forth on Schedule 3.07 (together, contracts or reservations for the use or occupancy “Transferred Permits/Licenses”);
(j) all rights of the PropertySellers and their Affiliates to use haul roads, utility easements and other than the dry rights of way and wet slip leases included easements used or held for use in the Marina Operations (as depicted on operation of the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached heretoPurchased Business;
h(k) All of Seller’s right, title the Sellers’ and interest their Affiliates’ interests in Dominion Terminal Associates;
(l) all books, records, and rate lists files, personnel files (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
irelating to Transferred Employees and reasonably required by Buyer to comply with its obligations under Article 9) All of Seller’s rightinvoices, title market research, customers, distributors and interest suppliers lists, promotional materials and other papers, whether in all intangible personal propertyhard copy or computer format, in its possession, each case to the extent related to the LandPurchased Assets or the Purchased Business, including, without limitation: including any information relating to any Tax imposed on the Purchased Assets or the Purchased Business (subject to Section 2.02(g));
(m) all databases and mailing lists Intellectual Property Rights used or held for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued use primarily in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect conduct of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Purchased Business (collectively, the “Service ContractsPurchased Intellectual Property”), including: (i) the trademarks, trade names, service marks, domain names, patents and copyrights (but only including any issuances, registrations or applications for registration of any of the foregoing) set forth in Schedule 2.01(m), and (i) to the extent Seller’s obligations thereunder are expressly assumed not included in Section 2.01(g) above, all rights granted from third parties relating to any Intellectual Property Rights used or held for use primarily in connection with the conduct of the Purchased Business;
(n) subject to Section 6.03, all Avoidance Actions against the Persons set forth on Schedule 2.01(n) (which Schedule shall (i) not include Buyer or any current or former lenders under the Credit Agreement in their capacity as such, and (ii) be delivered by Buyer on or prior to the Closing Date) with whom it is necessary, as determined by Buyer in its discretion, for Buyer to conduct business in order to operate the Purchased Business, each of which will be released and waived in the Confirmation Order;
(o) all insurance proceeds, reserves, benefits or claims of any Seller or its Subsidiaries under the Insurance Policies to the extent relating to the Assumed Liabilities, the Purchased Assets or the Purchased Business;
(p) all goodwill;
(q) all claims, causes of action (other than Avoidance Actions), choses in action and rights of recovery, off-set and subrogation against third Persons, to the extent related to the Purchased Business;
(r) all demands, reimbursements and rights of whatever nature, to the extent related to the Purchased Assets or any Assumed Liability (including rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment or components thereof, or arising from the terms breach by third parties of this Agreementtheir obligations under the Assumed Contracts);
(s) the assets set forth on Schedule 2.01(s) (for the avoidance of doubt, the assets set forth on Schedule 2.01(s) shall be considered Purchased Assets);
(t) all rights of Sellers and their Affiliates under non-disclosure, or confidentiality, non-compete or non-solicitation agreements to the extent related to the Purchased Business;
(u) all other assets of Sellers or their Affiliates, except for assets that are specifically excluded in any of the foregoing clauses or in Section 2.02, primarily related to the Purchased Business; and
k(v) All any and all Actions or counterclaims relating to any of Seller’s membership the foregoing Purchased Assets and voting interests any Assumed Liabilities. It is the intention of the Parties that Buyer or the relevant Designated Buyers acquire, lease or sublease all assets, properties and rights of Sellers or their Affiliates necessary for the operation of the Purchased Business as presently conducted, including all mining, processing, loading, transporting, marketing, and selling of coal and all reclamation activities, and the development, drilling, extraction, processing, loading, transporting and selling of natural gas (other than with respect to natural gas in or related to the PLR Complex), but excluding the Specifically Excluded Assets. Subject to Section 2.05(c), if, within twelve months after the Closing it is discovered that any assets, properties or rights of Sellers or their Affiliates, or ReorgCo and its Subsidiaries, including rights under Contracts and fractional real property interests, owned, leased or subleased by the Sellers or any of their Affiliates, other than the Specifically Excluded Assets, were not included in the Little Potato Slough Mutual Water CompanyPurchased Assets to be sold to Buyer or the relevant Designated Buyers, and such assets, properties or rights, individually or in the aggregate, are needed to be included as Purchased Assets in order to make the representation in Section 3.09(b) true in all respects, then the Sellers or their Affiliates, or ReorgCo and its Subsidiaries, as applicable, shall assign, convey, lease or sublease, as applicable, such assets, properties or rights to Buyer or the relevant Designated Buyers, in each case upon the reasonable request of Buyer and to the extent permitted by Applicable Law; provided, however, this obligation shall not include the assignment, conveyance, lease or sublease of any Specifically Excluded Asset other than any Contracts which the Parties may mutually agree were omitted from Schedule 2.01(g) in error and shall not require the payment by any Seller of any consent or related fee to the extent the consent of a California nonprofit mutual benefit corporationthird party is required for such assignment or conveyance. If any controlled Affiliate of the Sellers owns any asset, property or right that would have been a Purchased Asset if such Affiliate had been a Seller hereunder, the provisions of this paragraph shall apply to such asset, property or right regardless of whether it is necessary for the operation of the Purchased Assets. In the event that any Purchased Asset is not transferred and delivered to Buyer (or the relevant Designated Buyer) at Closing either because it was not or could not be transferred by the applicable ANR Subsidiary to Alpha Natural Resources in the Subsidiary Transfers or because it otherwise was not or could not be transferred by Alpha Natural Resources at the Closing, the applicable Party or Parties will transfer and deliver such Purchased Asset to Buyer (or the relevant Designated Buyer) as promptly thereafter as possible. For the avoidance of doubt, the Purchased Assets to be sold, transferred, assigned and delivered by Alpha Natural Resources include its right to the Specified Assets as described in Section 5.13(c).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Contura Energy, Inc.)
Purchase and Sale. Subject to all of On the terms and conditions of this Agreementset forth herein, Seller shall sell sell, assign, transfer, convey and deliver to Buyer, Buyer and Buyer shall purchase from SellerSeller its interest in the following, which are hereinafter referred to collectively as the “Property”:
(a) The improvements located on the Real Property, consisting of two (2) assisted living and memory care facilities as described in Schedule 1(a) attached hereto (singularly, a “Facility” and collectively, the “Property,” Facilities”), owned by Seller, and all right, title and interest of Seller in and to the items described in (a) through (f) herein;
(b) All of the real estate on which each Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to such Facility located thereon situated in the State of North Carolina (the “State”), which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto and made a part hereof by this reference (collectively, the “LandReal Property”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furnitureinventory, equipment, machinery, apparatus, equipment, building materials, supplies including drugs and other supplies, signsspare parts, toolsfurniture, decorationsfurnishings, security systemswarranty claims, appliancescontracts, office equipmentincluding but not limited to supply contracts, inventorycontracts rights, computer hardware intellectual property, including but not limited to patents, trade secrets, and software (all rights and title to the extent names under which each Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the same is used by Seller solely in connection with its ownershipSeller, management or operation who may retain copies of same, and shall have reasonable access to such books and records after the ImprovementsClosing as required for paying taxes and responding to legal inquiry, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible as such personal property owned by Seller and currently used is described in the operation, repair and maintenance of the Land and the Improvements and situated thereon Schedule 1(c) attached hereto (collectively, the “Personal Property”);
(d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the Seller in connection with the exception of certain items which Seller uses in the Marina Operationseach Facility, and any items all other assets whether tangible or intangible; provided, that are not essential Seller shall retain all licenses required to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller in order to operate the current business within each Facility;
(e) All trade names or other names commonly used to identify the “Leases”)Facility and all goodwill associated therewith. The Leases shall include all leases for intent of the restaurantparties is to transfer to Buyer only such names and goodwill associated with each Facility itself and not with Seller or any affiliate of Seller, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;so as to avoid any interference with the unrelated business activities of Seller; and
h(f) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued telephone numbers used in connection with the Improvements or the Personal Property; all transferable consentsoperation of each Facility, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Propertynot described above, subject to Buyer’s compliance all goodwill of Seller associated with each Facility (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed described in clauses (e) and (f) above in this subsection (i), collectively, are collectively referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service ContractsIntangibles”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc)
Purchase and Sale. Subject to all of (a) Upon the terms and subject to the conditions of this Agreement, at or prior to the Closing, Seller shall sell sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase purchase, assume and accept from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in and to all of the improvementsassets, includingwherever located, buildingsprimarily used in, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelyprimarily relating to, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of Point Beach, other than the Improvements or Excluded Assets (the Land or the Leasehold assets to be purchased by Buyer being referred to as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property ItemsPoint Beach Assets”). The Personal Property to be conveyed is subject to depletions, replacements and additions in including the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of following:
(i) The land described on Schedule 2.1(a)(i) (which land comprises the Site), together with all items constituting buildings, facilities, fixtures and other improvements thereon, including the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part Facilities (but excluding any personal property of it, Seller thereon) and (ii) the Inland Tower and all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and rights arising out of the ownership thereof or appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if anythereto, including any water or mineral all related easements and rights owned by or leased to Seller, if any (together with the Land, the Leasehold, of ingress and egress and the Improvementswater intake and discharge structures (collectively, the “Real Property”);
f(ii) All Nuclear Material, Nuclear Fuel Inventories and Non-Nuclear Fuel Inventories that are owned by Seller (or in which Seller has any right, title or interest) on the Closing Date, wherever located;
(iii) All machinery, mobile or otherwise, equipment (including computer hardware and software and transferable rights thereto and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property owned by Seller and used primarily in connection with the ownership, maintenance or operation of the Facilities, including the items of personal property listed on Schedule 2.1(a)(iii) (collectively, the “Tangible Personal Property”);
(iv) Subject to Section 5.4(d), all rights of Seller under the Fuel Contracts, the Non-Material Contracts, the Farmland Leases, the ATC Easement, the Dominion Lease, the Generation-Transmission Interconnection Agreement and the Seller’s Agreements that have not been identified on Schedule 2.1(b)(xiv) as Excluded Assets;
(v) All Transferable Permits which are set forth on Schedule 2.1(a)(v);
(vi) All books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or service records relating primarily to the design, construction, licensing or operation of the Facilities, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in compliance with Environmental Laws and regulations, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating primarily to the Facilities, whether existing in hard copy or magnetic or electronic form, subject to the right of Seller to retain copies of such records for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller’s reasonable and lawful purposes following the Closing Date (collectively, the “Business Books and Records”);
(vii) All unexpired, transferable warranties and guarantees from third parties with respect to any item of Real Property or Tangible Personal Property;
(viii) The name “Point Beach Nuclear Plant” or “Point Beach” as used as a designation attached to or associated with the Facilities and any derivative tradenames, trademarks, servicemarks, or logos;
(ix) The Intellectual Property listed on Section 3.17 of the Seller Disclosure Schedule;
(x) All meters owned by Seller that are located at the Site;
(xi) Subject to Section 5.10 and Section 5.15, the assets comprising Seller’s Qualified Decommissioning Fund, including all profits, dividends, income, interest and earnings accrued thereon, together with all related tax, accounting and other records for such assets, including all decommissioning studies, analyses, cost estimates and any information relating to the Tax basis of the such assets;
(xii) To the extent transferable, all Nuclear Insurance Policies with ANI and associated rights relating to the Facilities, excluding premium refunds described in Section 2.1(b)(iv);
(xiii) The radio licenses set forth on Schedule 2.1(a)(xiii);
(xiv) Subject to Buyer’s obligations under Section 7.2(a), the rights of Seller in and to any causes of action, claims (including rights under insurance policies to proceeds, refunds or distributions thereunder paid after the Closing Date with respect to periods after the Closing Date) and defenses against third parties (including indemnification and contribution) relating to any Assumed Liabilities; provided, that Seller will retain the right to prosecute the Department of Energy Claim and the Department of Energy Potential Claim;
(xv) The Transferred Employee Records, to the extent permitted by Law, subject to the right of Seller to retain copies of such records for its reasonable and lawful use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller’s reasonable and lawful purposes following the Closing Date;
(xvi) All assignable right, title and interest of Seller to the NRC Licenses;
(xvii) All rights of Seller in property, assets, leases and agreements used or usable in providing emergency warning or associated with emergency preparedness as set forth on Schedule 2.1(a)(xvii);
(xviii) The pension assets described in and subject to Section 5.9(e);
(xix) The NMC Intellectual Property and the NMC Assets (it being understood that Seller’s obligation to convey such assets shall be limited to the covenants contained in Section 5.4(d) and Section 5.4(g)); and
(xx) All other assets and properties of every kind and description and wherever located, owned by Seller and primarily used in, or primarily related to, the Point Beach Assets.
(b) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase and accept, and the Point Beach Assets shall not include, any of Seller’s right, title and interest in and to any streetof the following assets (the “Excluded Assets”):
(i) The transmission and switchyard facilities owned by ATC (the “Transmission and Switchyard Facilities”);
(ii) All of the assets of Seller comprising any fund relating to Decommissioning other than Seller’s Qualified Decommissioning Fund;
(iii) Certificates of deposit, right shares of waystock, alley or road abutting securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities relating to the Land Facilities or the Leasehold Site, including Seller’s equity interest in NMC, except such assets comprising the Qualified Decommissioning Fund or assets transferred pursuant to Section 5.10;
(iv) All rights to premium refunds and distributions made on or after the Closing with respect to periods on or prior to the center lines Closing under Nuclear Insurance Policies of Seller with ANI, including any rights to receive premium refunds, distributions and continuity credits with respect to periods prior to the Closing pursuant to the ANI nuclear industry credit rating plan;
(v) Seller’s policyholder interest under its Nuclear Insurance Policies with XXXX, including rights to any premium refunds or other distributions made on or after the Closing;
(vi) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, payroll or other receivables relating to Taxes, in each case relating to the Point Beach Assets, except to the extent such assets are included in Seller’s Qualified Decommissioning Fund (subject to Section 5.10 and Section 5.15);
(vii) All assets relating to the Benefit Plans, whether or not held in trust, except as provided in Section 5.9(e);
(viii) The rights of Seller and its Affiliates to the names “Wisconsin Electric Power Company,” “Wisconsin Energy Corporation” or “We Energies” or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof;
g(ix) All tariffs, agreements and arrangements to which Seller is a party or has an interest for the purchase or sale of electric capacity or energy or for the purchase or sale of transmission or ancillary services;
(x) Other than those provided for in Section 2.1(a)(xiv), the rights of Seller in and to any causes of action, claims and defenses against third parties (including indemnification and contribution) arising out of or relating to (i) any Real Property or Tangible Personal Property, Permits, Taxes, the Seller’s Agreements, Fuel Contracts or the Non-Material Contracts, if any, including any claims for refunds (including refunds of previously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to the Point Beach Assets and to the extent relating to any period prior to the Closing, (ii) the Excluded Assets, or (iii) the Excluded Liabilities;
(xi) All personnel records of Seller, NMC and their respective Affiliates relating to the Facilities or the Site, except, to the extent permitted by applicable Law, the Transferred Employee Records;
(xii) Any and all of Seller’s right, title and interest as Lessor rights in any leases contract representing an intercompany transaction between Seller and an Affiliate of Seller, whether or other occupancy agreementsnot such transaction relates to the provision of goods and services, contracts payment arrangements, intercompany charges or reservations for balances, or the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached heretolike;
h(xiii) All of Seller’s right, title and interest To the extent not otherwise provided for in all books, records, and rate lists (whether in electronic format or reduced to paperthis Section 2.1(b), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable refund or credit (i) related to the period after Taxes paid by Seller with respect to periods (or portions thereof) that end on or prior to the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land Point Beach Assets, whether such refund is received as a payment or as a credit against future Taxes, or (ii) arising under any agreement which is included in the Improvements; all tenant listsPoint Beach Assets and relates to a period (or portion thereof) ending on or prior to the Closing Date;
(xiv) All rights of Seller under those contracts, telephone and fax numbers and marketingagreements, advertising purchase orders, personal property leases and other promotional drawingscommitments set forth on Schedule 2.1(b)(xiv);
(xv) All books, brochuresoperating records, booklets licensing records, quality assurance records, purchasing records, and materials to the extent they relate equipment repair, maintenance or service records relating exclusively to the PropertyExcluded Assets or the Excluded Liabilities, subject and operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating exclusively to Buyer’s compliance the Excluded Assets or the Excluded Liabilities, whether existing in hard copy or magnetic or electronic form;
(at its reasonable costxvi) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All The minute books from meetings of the items listed above in this subsection board of directors and stockholder of Seller, the stock records and corporate seal of Seller and the Tax Returns and records relating to Taxes of Seller;
(i), collectively, are referred to in xvii) All rights of Seller under this Agreement as and the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itAncillary Agreements;
j(xviii) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other Other than the Marina Operations (collectivelyNMC Intellectual Property and the NMC Assets, all other tangible and intangible assets used in the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed maintenance or operation of Point Beach and owned by Buyer pursuant to the terms of this Agreement)NMC; and
k(xix) All other assets and properties of Seller’s membership every kind and voting interests in description and wherever located, directly or indirectly, owned or held for use by Seller and its Affiliates and not primarily used in, or primarily related to, the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationPoint Beach Assets.
Appears in 1 contract
Purchase and Sale. Subject Upon the terms and subject to all of the terms and conditions of this Agreement, at the Closing, Seller shall sell shall, or cause the appropriate Person to, sell, transfer, convey, assign and deliver to BuyerBuyer on the Closing Date, and Buyer shall purchase from Selleracquire and purchase, free and clear of all Liens (other than Permitted Liens), all of the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in, all tangible and intangible assets owned, leased or licensed by Seller or used or held for use by Seller in the improvementsBusiness, includingbut excluding the Excluded Assets (such assets being conveyed being collectively referred to herein as the “Purchased Assets”) and excluding the Retained Liabilities. Without limiting the generality of the foregoing, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements the Purchased Assets shall include:
(excluding fixtures and other improvements a) the Tangible Personal Property;
(b) the Assumed Contracts;
(c) the Intellectual Property owned by Seller’s tenants Seller or licensees) now situated an Affiliate and used in the Business, including the Intellectual Property listed on the Land or the Leasehold(collectively, the “Improvements”Schedule 2.02(c);
(d) All of Seller’s right, title the Books and interest Records;
(e) all equipment warranties relating to items included in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (the Tangible Personal Property to the extent contractually assignable by Seller;
(f) all toll free telephone numbers used or held for use in the same is used by Seller solely in connection with its ownership, management or operation of the ImprovementsBusiness;
(g) all such other assets and rights set forth on Schedule 2.02(g) hereof;
(h) all rights in, to and under the Leaseholdpersonal property leases, or including all amendments and modifications thereto, listed on Schedule 2.02(h) (the Land“Personal Property Leases”), appliances, tools, recreational equipment, carpeting if any;
(i) the performance and other floor coveringsbonds, window treatments, safes security and other tangible personal property owned by Seller deposits, advances, advance payments, prepaid credits and currently deferred charges listed on Schedule 2.02(i) and any custodial rights to the Security Deposits;
(j) all rights in, to and under the claims for refunds, rebates or other discounts due from suppliers or vendors and rights to offset in respect thereof listed on Schedule 2.02(j);
(k) subject to Section 3.03, all prepaid expenses, deposits (including security deposits), ad valorem Taxes and lease and rental payments relating to the Business existing at the Effective Time;
(l) all management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, as and to the extent used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement Business and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part assignable, all licenses and rights in relation thereto; and
(m) all goodwill of or relating to the Business. Notwithstanding the foregoing, if the provisions of any of the Marina Operations.
i) All Assumed Contracts would prohibit any attempted assignment of Seller’s rightany interest thereunder or impose a charge, title and interest in all intangible personal property, in its possession, related to discount or penalty upon an assignment without the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect consent of the Land or the Improvements; all tenant listsother party to such Assumed Contract, telephone and fax numbers and marketingeven though such assignment would not become effective until such consent was obtained, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to then nothing in this Agreement as shall be deemed an assignment of any such Assumed Contract and the “Intangible Personal Property,” provided that Intangible Personal Property interest shall not include be an “Assumed Contract” hereunder unless and until any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationsuch consent is obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement (Grubb & Ellis Apartment REIT, Inc.)
Purchase and Sale. Subject to all of Upon the terms and subject to the conditions of set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase and acquire from Seller, the “Property,” which is defined to mean:
a) Land located near Seller Parties at the City of Lodi, County of San Xxxxxxx, State of CaliforniaClosing, and more specifically described in Exhibit A attached hereto the Seller Parties shall sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Buyer at the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1Closing, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s all right, title and interest of the Seller Parties in and to all of the assets, properties and business of every kind, nature and description, wherever located, real, personal or mixed, tangible or intangible, which are used in the improvementsconduct of the Business and/or the Development Projects by the Seller Parties other than the Excluded Assets (collectively, includingthe "Purchased Assets"), buildings, parking areas, recreational facilities, landscaping, fixturesfree and clear of all Liens (except liens for Assumed Debt or liens arising under Assumed Contracts and Permitted Liens), and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s including all right, title and interest of the Seller Parties in, to and under the following (to the extent used in the conduct of the Business and/or the Development Projects):
(a) the real property and leases of, and other interests in, real property of Sellers, in each case together with all tangible buildings, fixtures and improvements (including without limitation Seller Parties' rights in any renovation projects) erected thereon and easements and other rights appurtenant thereto listed on Schedule 2.1(a); Execution Copy --------------
(b) all of Sellers' personal propertyproperty and interests therein, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliancesfurniture, office equipment, inventorycommunications equipment, computer hardware equipment, vehicles, storage tanks, spare and software (to the extent the same is replacement parts, fuel and other tangible property used by Seller solely in connection with its ownershipthe Business, management wherever located (including such property and interests owned by the Seller Parties in the possession of manufacturers, suppliers, customers, distributors, sales representatives or operation others or in transit), including the items listed on Schedule 2.1(b);
(c) all of Sellers' inventories of supplies, drugs, disposable goods, labels, containers, bags and other packaging supplies, and other materials of the ImprovementsBusiness, wherever located (including such inventories owned by the LeaseholdSellers in the possession of manufacturers, suppliers, customers, distributors, sales representatives or the Landothers or in transit);
(d) all rights of Sellers' under those contracts, appliancesagreements, toolsleases, recreational equipmentlicenses, carpeting commitments, sales and purchase orders and other floor coveringsinstruments listed on Schedule 2.1(d) with respect to which Buyer gives Sellers written notice of its intention to assume by August 16, window treatments, safes and other tangible personal property owned 1996 together with any additional contracts entered into by the Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions Parties in the ordinary course of Seller’s business. Prior business with the written approval of Buyer with a statement of its intention to assume such contracts (collectively, the "Assumed Contracts");
(e) all rights under those agreements with residents of any Facility regarding admission and residency at any Facility (the "Resident Admission Agreements");
(f) all prepaid expenses and deposits that relate to any Facility or the operation of the Business, including ad valorem taxes, leases and rentals (but excluding prepaid expenses and deposits relating to Excluded Assets);
(g) all accounts receivable generated by the Business from and after the Apportionment Date, including the Seller Parties' rights to payments and reimbursements from private payors, Medicare, Medicaid or any other health care reimbursement or payment intermediary arising from services provided from and after the Apportionment Date;
(h) all rights, claims, credits, causes of action or rights of set-off of Sellers against third parties relating to the expiration of Business or the Inspection Period (hereinafter defined)Purchased Assets arising after the Apportionment Date, Seller including unliquidated rights under manufacturers' and Buyer shall use reasonable efforts to agree upon and prepare an inventory of vendors' warranties;
(i) all items constituting Proprietary Rights owned or licensed, or used in the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement andBusiness, by this referencethe Seller Parties, made part including without limitation the right to use the name of iteach Facility;
(j) to the extent transferable, all licenses, certificates of need, permits or other governmental authorizations affecting, or relating in any way to, the Business or the Purchased Assets, and all rights to operate the Facilities' beds (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if anyincluding waiver beds), including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are items listed on Exhibit E, attached hereto;Schedule 2.1(j); Execution Copy --------------
h(k) All of Seller’s right, title and interest in all books, records, files and rate lists (papers, whether in electronic format tangible or reduced to paper)intangible form, used in, or relating in any card key depositsway to, reservation depositsthe Business or the Purchased Assets, including sales and promotional literature, sales and purchase correspondence, lists of present and former suppliers, lists of present and former patients, personnel and employment records, and any prepaid rent, storage fees information relating to Taxes imposed on the Purchased Assets;
(l) the limited liability company ("LLC") interests held by Allegis and other revenues attributable GHIA Bethesda L.L.C.; provided that if the Bethesda Sale has not occurred prior to the period after Closing, the Closing Date (hereinafter defined)but Purchased Assets shall not include any of these items to the extent they are part LLC interests in Bethesda L.L.C.;
(m) the interests of the Marina Operations.
Sellers in any development, expansion, acquisition or renovation projects, prospects or opportunities, as they may exist at the Closing Date, to be conveyed in each instance in a manner acceptable to Buyer which is permitted by applicable laws and the agreements related such projects, prospects or opportunities, including (i) All of Seller’s right, title and Allegis' interest in the development of a possible nursing home and retirement center in Anne Arundel County, Maryland (the "Beechwood Project"), which is xxxsently intended to be conveyed by a transfer of the stock of Beechwood Heritage Retirement Community, Inc. ("Beechwood Inc.") and the LLC interests in Allegis Health and Living Center at Heritage Harbour, L. L. C. ("Heritage Harbour") (ii) if the assets of Bethesda LLC are acquired pursuant to Section 2.2 (h) all intangible personal propertyof the rights of the Bethesda, L. L. C. to renovate and expand its Facility (iii) Allegis' interest in its possessionUpper Chesapeake Health and Living Center, related to the LandL. L. C. ("Upper Chesapeake"), including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land(iv) Allegis' rights, if any; warranties , to the acquisition of land and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights for an assisted living center and approvals from any governmental or quasi-governmental agencyskilled nursing facility in Potomac, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree uponMaryland, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached (v) opportunities to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or obtain additional nursing home and/or subacute unit management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations agreements. (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement"Development Projects"); and
k(n) All of Seller’s membership all goodwill associated with the Business, the Development Projects or the Purchased Assets, together with the right to represent to third parties that Buyer is the successor to the Business and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationDevelopment Projects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mariner Health Group Inc)
Purchase and Sale. Subject The purchase and sale includes, and at Closing (hereinafter defined) Seller shall sell, assign, grant and transfer to Buyer, all of Seller's right and title, estate interest in and to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Sellerfollowing (hereinafter sometimes collectively, the “"Property,” which is defined to mean:"):
a) Land located near the City of Lodi1.1 The Land, County of San Xxxxxxx, State of California, and more specifically described in on Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1hereto, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, includingtogether with all structures, buildings, parking areasimprovements, recreational facilities, landscapingmachinery, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants equipment affixed or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (attached to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements all easements and situated thereon (collectivelyrights appurtenant thereto, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of including: (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, privileges and appurtenances rights belonging to or inuring to the benefit of Seller and pertaining in any way appurtenant to the Land, if any(ii) any land lying in the bed of any street, including any water road, alley or mineral rights owned by right-of-way, open or leased closed, adjacent to Seller, if any (together with or abutting the Land, the Leaseholdand (iii) any and all air rights, subsurface rights, development rights, and water rights permitting to the Improvements, Land (all of the “Real Property”foregoing being collectively referred to herein as the "Land");
f1.2 All leases listed on Exhibit B (the "Leases"), including associated amendments, with all persons ("Tenants") All leasing the Real Property or any part thereof or hereafter entered into in accordance with the terms hereof prior to Closing, together with all security deposits, other deposits held in connection with the Leases, Lease and all of Seller’s 's right, title and interest in and to any streetall guarantees, right letters of way, alley or road abutting the Land or the Leasehold to the center lines thereofcredit and other similar credit enhancements providing additional security for such Leases;
g) 1.3 All of Seller’s right, title tangible and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained intangible personal property owned by Seller (located on or used in connection with the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the LandReal Property, including, specifically, without limitation: , all databases sculptures, paintings and mailing lists for past other artwork, all equipment, furniture, tools and present clients and customers for the previous two years; supplies, all plans and specifications, site plans, plats, surveys, engineering studies specifications and other architectural and engineering drawings for the Landdrawings, if any; , with respect to the Land and the Improvements, and any other personal property and all related intangibles as are owned by Seller and currently located in, on or about or are used for the operation, maintenance, administration or repair of the Real Property, including Seller's interest, if any, in the common name of the Real Property (the "Personal Property");
1.4 All service contracts, agreements, warranties and guaranties issued relating to the operation of the Property as of the Effective Date, to the extent assignable, and any other service and operating agreements pertaining to the Property that are entered into by Seller after the date of this Agreement and prior to the Closing in connection accordance with the Improvements terms of this Agreement, in each case to the extent approved by Buyer in accordance with this Agreement (collectively, the "Contracts"); provided, however, any Contracts not so approved by Buyer shall be terminated by Seller, at Buyer's expense, on or before the Personal PropertyClosing; and
1.5 To the extent transferable, all transferable building permits, certificates of occupancy and other certificates, permits, consents, authorizations, bonds, variances or waivers, licensesdedications, permitssubdivision maps, utility rights, development rights licenses and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of Property (the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement"Permits"); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from SellerAgreement (including for greater certainty, the “Property,” which is defined to mean:
acategories of Excluded Assets listed in Section 3.2) Land located near and the City of LodiApproval and Vesting Order, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (at the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelyClosing, the “Improvements”);
d) All of Seller’s right, title Purchaser agrees to purchase or be assigned and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to assume from the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the LeaseholdVendor, and the ImprovementsVendor will sell, transfer, assign, convey and deliver to the “Real Property”);
f) All Purchaser all of Sellerthe Vendor’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy following assets of the PropertyVendor wherever located, other than the dry and wet slip leases included real, personal or mixed, tangible or intangible, owned, leased, licensed, used or held for use in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of Business:
(a) the Land, the Leasehold, the Improvements or the Personal Leased Real Property, together with the buildings, structures, improvements and appurtenances thereon, including those listed in Section A.1 of Schedule A (but specifically excluding any buildings, structures, improvements and appurtenances which are not owned by TMM);
(b) the mineral titles, mining leases, mineral claims (whether patented or unpatented), placer claims or other than the Marina Operations claims to exploration or mineral rights enumerated in Section A.2 of Schedule A (collectively, the “Service Mineral Titles”);
(c) the Real Property, including the freehold parcel of real estate identified in Section A.3 of Schedule A;
(d) the Permits and Licences, to the extent that such Permits and Licences are assignable or transferable through either providing the required notification to or obtaining the Transfer Approval from a Government Entity in New Brunswick or federally in Canada, or a Third Party;
(e) the Equipment and Machinery;
(f) the Inventory;
(g) the Contracts”;
(h) the Business Information;
(i) the Transferred Intellectual Property;
(j) all rights, claims or causes of action of TMM against Third Parties arising out of events occurring prior to the Closing, and including any rights under or pursuant to any and all warranties, representations and guarantees made by suppliers, manufacturers and contractors relating to products sold, or services provided, to TMM, but only to the extent Seller’s obligations thereunder such rights, claims or causes of action are expressly assumed by Buyer pursuant connected to the terms Assets to be acquired by the Purchaser herein;
(k) any proprietary rights in Internet protocol addresses, ideas, concepts, methods, processes, formulae, models, methodologies, algorithms, reports, data, customer lists, mailing lists, business plans, market surveys, market research studies, websites, information contained on drawings and other documents, information relating to research, development or testing, and documentation and media constituting, describing or relating to the Transferred Intellectual Property, including memoranda, manuals, technical specifications and other records wherever created throughout the world;
(l) all pre-paid expenses of this Agreement)the Business, including any deposits, but not including any rights to any Bonds, or amounts in respect of Taxes described in Section 8.5;
(m) all telephone, telex and telephone facsimile numbers and other directory listings and e-mail and website addresses used in connection with the Business;
(n) the Purchased Deposits;
(o) all goodwill associated with the Business and the Assets, other than: (i) the right to carry on the Business under the name “Trevali Maritimes”; and (ii) all domain names of TMM;
(p) all customer lists, files, data and information relating to past and present customers and prospective customers of the Business;
(q) copies of Tax records related to the Assets and the Business; and
k(r) All all financial and corporate books and records of Seller’s membership and voting interests in TMM. (collectively, the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation“Assets”).
Appears in 1 contract
Samples: Asset Purchase Agreement
Purchase and Sale. Subject to all of Upon the terms and subject to the conditions of set forth in this Agreement, including Section 2.6 hereof, at the Closing, Seller shall sell sell, convey, transfer, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and accept from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Sellerits Affiliate’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy all of the Propertyassets, other than wherever located, whether at the dry and wet slip leases included Facilities or in transit thereto which were or are used primarily in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the LandBusiness, including, without limitation: , the following assets, except to the extent that the same are Excluded Assets (the “Purchased Assets”) free and clear of all databases Liens other than Permitted Liens:
(a) all machinery, production equipment, furniture, fixtures, office furnishings, tools and mailing lists for past dies, molds and present clients parts, capital spares, vehicles, computer hardware and customers for the previous two years; all plans and specificationssoftware, site plans, plats, surveys, engineering studies and other architectural and engineering drawings tangible personal property owned by Seller or any of its Affiliates for the Land, if any; warranties and guaranties issued use in connection with the Improvements Business at the Facilities, including, without limitation, the tangible personal property identified on Section 2.1(a) of the Disclosure Schedule (the “Purchased Equipment”);
(b) to the extent assignable, all rights in all warranties of any manufacturer or vendor in connection with the Personal Property; Purchased Equipment;
(c) all transferable consents, authorizations, bonds, variances or waiverscontracts and agreements, licenses, purchase orders, customer orders, utility supply arrangements, and other contracts and agreements, whether written or oral, related to the Business at the Facilities and identified on Schedule 2.1(c) of the Disclosure Schedule (collectively, the “Acquired Contracts”), including all rights of Seller to indemnity under the Environmental Indemnity Agreement;
(d) all inventories of raw materials, work in process, finished goods, parts, office supplies, packing materials, janitorial supplies and other supplies owned by Seller or its Affiliates for use in connection with the Business at the Facilities (collectively, “Acquired Inventories”);
(e) all Owned Real Property;
(f) Seller’s or any of its Affiliates’ leasehold interest in the Leased Real Property arising under the leases identified in Schedule 2.1(f) of the Disclosure Schedule (the “Acquired Real Property Leases”);
(g) all leasehold rights in personal property leased by Seller or any of its Affiliates and used primarily in connection with the Business at the Facilities, for the periods set forth in the leases identified in Schedule 2.1(g) of the Disclosure Schedule (the “Acquired Personal Property Leases”);
(h) to the extent assignable or transferable, all the permits, utility rightsincluding environmental permits, development rights licenses, approvals, franchises and registrations and other governmental licenses, permits or approvals from any governmental issued to Seller or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in its Affiliates with respect to the operation of the Land Facilities or the Improvementsconduct of the Business at the Facilities (the “Permits and Licenses”);
(i) other than the books and records contemplated by Section 2.1(n) below, all books and records maintained at the Facilities which are related to the Business, including without limitation, engineering drawings of machinery and equipment currently used or held for use in connection with the Business; all tenant lists, telephone and fax numbers and marketing, advertising blueprints and other promotional drawingstechnical papers; user manuals; inventory, brochuresmaintenance, booklets and materials asset history records; construction plans and specifications; administrative libraries; environmental records required by law or regulation; and systems documentation and other data processing information and records, except, in each instance, to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itExcluded Assets;
(j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent not fulfilled prior to Closing, all open orders for goods and services with customers of the Business at the Facilities outstanding as of the Closing Date (the “Open Customer Orders”), which are set forth on Schedule 2.1(j) of the Disclosure Schedule;
(k) the right to receive all goods or services to be provided to Seller or its Affiliates in connection with the Business at the Facilities pursuant to open orders for goods and services with suppliers that remain unfulfilled as of the Closing date (the “Open Supplier Orders”), which are set forth on Schedule 2.1(k) of the Disclosure Schedule;
(l) all proceeds under Seller’s obligations thereunder are expressly assumed by Buyer pursuant or any of its Affiliate’s casualty insurance policies to the terms extent arising in connection with unrepaired property damage to the Purchased Assets occurring prior to the Closing Date;
(m) all receivables, wherever located, of this AgreementSeller or its Affiliates specifically related to products produced at the Facilities on or before the Closing Date;
(n) all Intellectual Property Rights, wherever located, owned by Seller and used primarily in the Business at the Facilities, including those Intellectual Property Rights set forth on Schedule 2.1(n) of the Disclosure Schedule (the “Acquired Intellectual Property Rights”);
(o) all employee-related files and records, including occupational health and safety records, assessments and audits; industrial hygiene files; workers compensation records; workers compensation claims files; and personnel employment and medical records (in each case, to the extent the transfer thereof is not prohibited by law) for Employees at the Facilities (provided that Seller may retain copies to the extent necessary or appropriate to protect its interests after Closing); and
k(p) All all of Seller’s membership interests under and voting interests with respect to the assets in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationAssumed Benefit Plan.
Appears in 1 contract
Purchase and Sale. Subject Purchaser agrees to purchase and Seller agrees to sell at the price (the “Purchase Price”) of FIFTY MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 Dollars ($50,250,000.00), all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Sellerfollowing property (collectively, the “Property,” which is defined to mean:
a) Land ”): That certain parcel of real property located near the City of Lodiin Orlando, County of San XxxxxxxFlorida, State of California, and more specifically particularly described in on Exhibit A attached hereto (the “Land”);
b) ; The leasehold in the real personal property more specifically described in Exhibit B attached hereto (the “LeaseholdPersonal Property”) held located on the Improvements (hereinafter defined) which is used for operation and maintenance of the apartment project and is owned by Seller, including those items set forth on Exhibit B, which shall be transferred to Purchaser at Closing (as hereinafter defined) by a Quit Claim Bxxx of Sale; All rights and appurtenances pertaining to the Land, including, without limitation, any and all rights of Seller pursuant in and to that all air and development rights, all mineral rights, roads, alleys, easements, streets and ways adjacent to the Land, rights of ingress and egress thereto, any strips and gores within or bounding the Land and in the profits or rights or other appurtenances connected with the beneficial use or enjoyment of the Land; Those certain Xxxxx # XXX 0000.0 dated January 1apartment buildings containing two hundred forty (240) apartment units, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the other improvements, includingstructures and fixtures placed, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants constructed or licensees) now situated installed on the Land or the Leasehold(collectively(collectively, the “Improvements”);
d) ; All of Seller’s right, title and interest in all tangible personal propertyleases, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware licenses and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon concession agreements (collectively, the “Personal PropertyLeases”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance ) covering space situated at or operation of the Improvements or within the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, Improvements under any existing Lease occupied by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations tenants (collectively, the “Service ContractsTenants”) (but only and all refundable security deposits deposited by Tenants with respect to the extent Seller’s obligations thereunder are expressly assumed by Buyer Leases which have not been previously applied pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.applicable Leases;
Appears in 1 contract
Purchase and Sale. Subject Upon and subject to all of the terms and conditions of this Agreementhereof, Seller at the Closing, Company shall sell sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from SellerCompany, the “Property,” which is defined to mean:
a) Land located near the City all of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of SellerCompany’s right, title and interest in and to any streetthe assets and rights of every kind, right of waynature and description, alley real, personal and mixed, tangible and intangible, wherever located, owned, held, used or road abutting the Land licensed by Company or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and in which Company has an interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, Closing Date (other than the dry Excluded Assets, which are being retained by Company), in each case free and wet slip leases clear of all Encumbrances except for the Assumed Liabilities. Without limiting the generality of the foregoing, the Purchased Assets include the following as of the Closing:
(a) all furnishings, furniture, office and other supplies, vehicles, spare parts, tools, machinery, equipment and other tangible personal property of any kind (collectively, the “Equipment”), including, without limitation, all of the Equipment listed on Exhibit 2.1(a);
(b) all items of inventory notwithstanding how classified in the financial records of Company, including, without limitation, raw materials, work-in-process, finished goods, supplies, packaging, spare parts and samples;
(c) all (i) accounts, accounts receivable and notes receivable (whether short-term or long-term) from unaffiliated third parties or Affiliates of Company and all deposits with unaffiliated third parties or Affiliates, together with any unpaid interest, finance charges and fees accrued thereon from the respective obligors and any security or collateral therefor, including recoverable deposits and advances, so long as such accounts, accounts receivable or notes receivable from or deposit with an Affiliate resulted from trade activity between the Affiliate and Buyer (collectively, the “Accounts Receivable”), including, without limitation those receivables listed on Exhibit 2.1(c), and (ii) cash and cash equivalents (together, the “Cash”);
(d) all Intellectual Property, including, without limitation, the items listed on Exhibit 2.1(d);
(e) the right to defend against claims made that any of the Intellectual Property infringes the intellectual property rights of any third party;
(f) the right to prosecute all patent applications and maintain all patent rights included in the Marina Operations Intellectual Property;
(as depicted on the diagram(sg) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurantCompany Business records, boat service providersrisk management records, accounting statements and records, customer records and sales history with respect to customers, sales and marketing records, lists of data providers and component manufacturers, documents, correspondence, studies, reports, and tenant farmers. The Leases all other books, ledgers, files, and records of every kind (other than Returns and related work papers), tangible data, Distributor Lists, e-mail lists, vendor lists, service provider lists, promotional literature and advertising materials, catalogs, research material, technical information, (in each case, whether such materials are evidenced in writing, electronically, or otherwise);
(h) all goodwill associated with the name and the business of Company and all of Company’s rights (both legal and equitable), claims or causes of action to protect its rights and interest with respect to its assets, properties, customers and former customers;
(i) to the extent transferable, all Licenses, including, without limitation, the items listed on Exhibit E, attached hereto2.1(i);
h(j) All of Seller’s rightall rights, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after contracts, licenses and agreements listed on Exhibit 2.1(j) (collectively, the Closing Date “Assumed Contracts”);
(hereinafter defined)but shall not include k) all rights of recovery and rights of set-off of any of these items kind (except to the extent they are part related to Excluded Liabilities);
(l) all prepaid expenses and deposits;
(m) telephone numbers (including all rights in customer service telephone lines), websites and domain names associated with the Company Business, all as listed on Exhibit 2.1(m);
(n) all computer code and database technology (including source code, html or other xxxx-up language, embedded programs or graphics related to the Company Business, including, without limitation, all computer code related to the Company web page(s) and databases, which code shall in each case be transferred in a format reasonably acceptable to Buyer, and in a manner capable of reproducing on another website all source code and all web pages utilized in the Marina Operations.Company Business or owned by Company);
i(o) All of Seller’s rightall data provided from third parties or clients and used in the Company Business;
(p) the name “New Leaf” or any variant thereof; and
(q) subject to Section 6.7, all rights, title and interest in all intangible personal property, in its possession, related and to the LandVehicles; and
(r) all other assets of Company (whether real or personal, includingtangible or intangible, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements absolute or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable costcontingent) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal PropertyCompany Business, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationExcluded Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Baywood International Inc)
Purchase and Sale. Subject Purchaser agrees to purchase and Seller agrees to sell at the price (the “Purchase Price”) of Forty Four Million Eighty Two Thousand and No/100 Dollars ($44,082,000.00), all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Sellerfollowing property (collectively, the “Property,” which is defined to mean:”):
a) Land a. that certain parcel of real property located near the City of Lodiin Leesburg, County of San XxxxxxxVirginia, State of California, and more specifically particularly described in on Exhibit A attached hereto (the “Land”);
bb. the personal property located on the Improvements (hereinafter defined) The leasehold which is used for operation and maintenance of the apartment project and is owned by Seller, including those items set forth on Exhibit B, which shall be transferred to Purchaser at Closing (as hereinafter defined) by a Xxxx of Sale;
c. all rights and appurtenances pertaining to the Land, including, without limitation, any and all rights of Seller in and to all air and development rights, all mineral rights, roads, alleys, easements, streets and ways adjacent to the Land, rights of ingress and egress thereto, any strips and gores within or bounding the Land and in the real property more specifically described in Exhibit B attached hereto (profits or rights or other appurtenances connected with the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between beneficial use or enjoyment of the State of California as Lessor and Seller as Lessee(the “Lease”)Land;
c) All d. those certain apartment buildings containing approximately 316 apartment units, and all of Seller’s right, title and interest in the other improvements, includingstructures and fixtures placed, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants constructed or licensees) now situated installed on the Land or the Leasehold(collectively(collectively, the “Improvements”);
d) All e. all of Seller’s right, title and interest in all tangible personal propertyleases, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware licenses and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon concession agreements (collectively, the “Personal PropertyLeases”)) covering space situated at or within the Land and Improvements under any existing Lease occupied by tenants (collectively, the “Tenants”) and all refundable security deposits deposited by Tenants with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential respect to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course Leases;
f. all of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development contractual rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in intangibles with respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management and repair of the LandLand and the Improvements, including service and maintenance agreements (collectively, “Service Contracts”), utility agreements, manufacturers’ warranties, assignable governmental permits, licenses, certificates and approvals in connection with the Leasehold, ownership of the Improvements or the Personal Property, other than the Marina Operations Property (collectively, the “Service ContractsLicenses”), and all development rights relating or appurtenant to the Land or the Improvements;
g. Seller’s right, if any, to the use of the trade name “Bellemeade Farms Apartments” or “Bellemeade Farms” (the “Trade Name”) (but only in connection with the Property;
h. the right, if assignable, to the extent Seller’s obligations thereunder are expressly assumed use of all telephone numbers used by Buyer pursuant Seller at the Property; and
i. subject to the terms provisions of Paragraph 6 of this Agreement); and
k) All , all rights to any award made or to be made or settlement in lieu thereof for damage to the Land or Improvements by reason of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Companycondemnation, a California nonprofit mutual benefit corporationeminent domain, exercise of police power or change of grade of any street.
Appears in 1 contract
Samples: Agreement of Sale (Comstock Homebuilding Companies, Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall agrees to sell to Buyer, and convey and Buyer shall agrees to purchase from and pay for the following described assets (hereinafter referred to as the “Properties”):
(a) The respective undivided Working Interests or WI’s (as these terms are hereinafter defined) and Net Revenue Interests or NRI’s (as these terms are hereinafter defined) in and to, together with any and all of Seller’s (and all of Seller’s affiliates’) other rights, titles and interests in and to, the “Property,” which is defined oil, gas and/or mineral leases, leasehold interests, mineral fee interests, royalty and overriding royalty interests and other interests in or relating to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically interests described in Exhibit A attached “A”, Part I hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal PropertyLeases”), together with the exception of certain items which Seller uses corresponding undivided interests in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Propertyrights, which then shall be described in Exhibit C-1privileges, which will be attached to this Agreement and, by this reference, made part of itbenefits, and powers conferred upon the holder of the Leases with respect to the use and occupation of the surface of the lands covered by the Leases (the “Lands”) that may be necessary, convenient, or incidental to the possession and enjoyment of the Leases, (ii) all items constituting rights in respect of any pooled or unitized acreage located in whole or in part within the Excluded Personal Property Items which shall be described in Exhibit C-2Lands by virtue of the Leases, which will be attached including rights to this Agreement production from the pool or unit allocated to any Lease being a part thereof, regardless of whether such production is from the Lands (and, by this referenceincluding without limitation all rights derived from any unitization, made part pooling, operating, communitization or other agreement or from any declaration or order of it;
eany governmental authority) All (the “Pooled Units”), (iii) all rights, options, titles, and interests of Seller’s rightSeller granting Seller the right to obtain, title and interest in or otherwise earn interests within the Lands no matter how earned, (iv) all easements, rights-of-way, privilegeslicenses, entitlementspermits, servitudes, surface leases, and similar interests insofar and only insofar as the same relate to or are applicable to or used in developing or operating the Leases, the lands unitized or pooled with the Leases, or any of the other Properties described in subparagraphs (b)-(f) below, and (v) all tenements, hereditaments, and appurtenances belonging to or inuring to any of the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”)foregoing;
f(b) All of Seller’s the right, title and interest in of Seller under the contracts, agreements, and to any street, right other instruments described on Exhibit “B” attached hereto and made a part hereof together with all of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in of Seller under any leases or other occupancy rights-of-way, surface leases, farmin agreements, contracts farmout agreements, bottom hole agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, options, leases of equipment or reservations facilities, and other contracts, agreements, and rights that are owned by Seller in whole or in part, which are not described on Exhibit “B” hereto, and that are appurtenant to the Properties or used or held for use in connection with the use ownership or occupancy operation of the PropertyProperties or with the production, other than the dry treatment, sale, or disposal of water, hydrocarbons and wet slip leases included associated substances therefrom or thereon (in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (aggregate the “LeasesContracts”). The Leases shall include , including, without limitation, all leases for the restaurantcontractual rights to interests that may be earned by or assigned to Seller under term assignments, boat service providersfarmout agreements, farmin agreements, participating agreements and tenant farmers. The Leases other similar types of agreements, including, without limitation, those rights and interests that may be earned that are listed on described in Exhibit E“A”, Part IV attached hereto;
h(c) All of Seller’s the right, title and interest of Seller in and to the real, personal and mixed property used in the operation of the Properties owned by Seller in whole or in part or credited to the joint account of Seller (the “Equipment”) including, but not limited to (i) all booksoil, recordsgas and condensate xxxxx (whether producing, not producing or abandoned), water source, water injection and other injection or disposal xxxxx and systems located on the Leases or lands unitized or pooled with the Leases, together with all wellhead equipment, fixtures (including, but not limited to, field separators and liquid extractors), pipe, casing, and rate lists (whether in electronic format tubing in, on or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable appurtenant to the period after the Closing Date xxxxx (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land“Xxxxx”), including, without limitation: , those described on Exhibit “C” attached hereto and made a part hereof; (ii) all databases production, gathering, treating, processing, compression, dehydration, salt water disposal, injection, gathering line and mailing lists for past pipeline equipment and present clients and customers for the previous two yearsfacilities; (iii) all plans and specificationstanks, site plansmachines, platsequipment, surveystools, engineering studies dies, vessels and other architectural facilities;
(d) Seller’s seismic, geological, geochemical and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from geophysical data relating to any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant listsProperties, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials but only to the extent they relate exclusively that such materials are not restricted from transfer by any legal constraints, obligations of confidence or prior agreements with third parties (or if consent is required to transfer the same, after commercially reasonable efforts have been made by Seller to obtain);
(e) all crude oil, natural gas, condensate, distillate, natural gasoline, natural gas liquids, plant products, and other liquid or gaseous hydrocarbons, the right to explore for which, or an interest in which, is granted pursuant to the PropertyLeases, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated lands unitized or pooled with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Leases (collectively, the “Service ContractsHydrocarbons”) and that are produced from or allocable to such interests of Seller from and after the Effective Time;
(f) all oil which was produced from the Leases and which was, as of the Effective Time, stored in tanks (located on the Leases or located elsewhere but only used to store oil produced from the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant Leases prior to the terms of this Agreementdelivery to oil purchasers) and above pipeline connections (“Stock Tank Oil”); and
k(g) All Subject to the provisions of Section 8.06 hereof, all of the files, records, documents, correspondence and data now in the possession or control of Seller’s membership , that relates to the items described in sub-paragraphs (a), (b), (c), (d), (e) and voting interests in (f) above, without limitation (the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation“Records”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Halcon Resources Corp)
Purchase and Sale. Subject The above “Recitals” are hereby incorporated into this Agreement as if fully set forth herein. Seller hereby agrees to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall hereby agrees to purchase from Seller, the Property on the terms and conditions set forth herein. The purchase and sale includes all of Seller’s right and title, estate interest in and to all of the following (hereinafter sometimes collectively referred to as the “Property,” which is defined to mean:”):
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically 1.1. The real property described in on Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B hereto, together with all structures, buildings, improvements and fixtures affixed or attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor thereto and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title all easements and interest in the improvementsrights appurtenant thereto, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of without limitation: (i) all items constituting the Personal Propertyeasements, which then shall be described privileges, tenements, hereditaments, appurtenances and rights belonging or in Exhibit C-1, which will be attached any way appurtenant to this Agreement and, by this reference, made part of it, and such real property; (ii) any strip or xxxx or any land lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent to or abutting such real property; and (iii) any and all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, air rights, privilegessubsurface rights, entitlements, hereditaments, development rights and appurtenances belonging water rights permitting to or inuring such real property (all of the foregoing being collectively referred to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, herein as the “Real Property”);
f1.2. All leases, including associated amendments, with all persons (“Tenants”) All leasing the Real Property or any portion thereof as of the Effective Date or entered into in accordance with this Agreement prior to Closing (as hereinafter defined), but specifically excluding that certain Master Lease for Mission Tanglewood Apartments dated as of January 15, 2009, as amended, between Mission Tanglewood, DST and Mission Tanglewood LeaseCo, LP, as amended (“Master Lease”) (collectively, the “Leases”), together with all security deposits held in connection with the Leases and all of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereofall guarantees for such Leases;
g) All of 1.3. Seller’s rightinterest, title if any, in (i) any and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained all tangible personal property owned by Seller (located on or used exclusively in connection with the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the LandReal Property, including, without limitation: all databases , sculptures, paintings and mailing lists for past other artwork, equipment, furniture, computers, phone systems, Keytrack or Handitrack systems (if any), gate systems, tools and present clients supplies (collectively, the “Tangible Personal Property”); and customers for the previous two years; (ii) any and all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for and the Landcommon name of the Real Property (collectively, the “Intangible Personal Property,” and collectively with the Tangible Personal Property, the “Personal Property”);
1.4. All service contracts and equipment leases (if any) entered into by Seller relating to the operation of the Property as of the Effective Date or entered into by Seller in accordance with this Agreement prior to Closing, excluding Seller’s insurance, and Seller’s asset and property management agreements, which will be terminated at Closing and not assumed by Buyer (collectively, the “Contracts”); warranties provided, however, that Seller shall, at Closing, provide notices of termination with regard to certain Contracts, as provided hereafter; and
1.5. To the extent transferable, any and guaranties issued in connection with the Improvements or the Personal Property; all transferable building permits, certificates of occupancy and other certificates, permits, consents, authorizations, bonds, variances or waivers, licensesdedications, permitssubdivision maps, utility rights, development rights licenses and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Real Property (collectively, the “Service ContractsPermits”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Landmark Apartment Trust of America, Inc.)
Purchase and Sale. Subject (a) On the Closing Date, Seller shall sell, assign, transfer and convey to all of Purchaser, and Purchaser shall purchase from Seller, subject to the terms and conditions of this Agreement: (i) the Premises, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a(ii) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in, to and under the fixtures, furnishings, furniture, equipment, machinery, inventory, appliances, works of art and all goodwill and other tangible and intangible personal property located at the Premises and used in connection with the improvementsoperation thereof, including, buildingswithout limitation, parking areasthe tangible personal property listed on Schedule C attached hereto (the “Personalty”), recreational facilities, landscaping, fixtures, but specifically excluding the property listed on Schedule M (the “Excluded Personalty”) and other improvements (also excluding fixtures any tangible and other improvements intangible personal property owned by Seller’s the tenants under the Leases (as hereinafter defined), by the property manager or licenseesby Metra, (iii) now situated on to the Land or the Leasehold(collectivelyextent assignable, the “Improvements”);
d) All all of Seller’s right, title and interest in in, to and under the warranties (including, without limitation, all tangible personal propertywarranties made by any contractors, including furnituresubcontractors, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to vendors or suppliers regarding their performance or the extent the same is used by Seller solely quality of materials supplied in connection with its ownership, management the construction of or operation of all or any of the Improvements, the Leasehold, or the LandProperty), appliancesguaranties, toolspermits, recreational equipmentlicenses, carpeting and other floor coveringsentitlements, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance certificates of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operationsoccupancy, and any items that are not essential approvals relating to the ownershipPremises, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (iiv) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in, to and under all the leases, licenses (including, without limitation, any advertising license agreements) and other occupancy agreements demising space at the Premises that are referenced on Schedule G attached hereto or are executed after the Effective Date in all easements, rights, privileges, entitlements, hereditamentsaccordance with the terms of this Agreement, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leaseholdguaranties executed in connection therewith, and all amendments and modifications thereto and thereof, which are then in effect on the ImprovementsClosing Date (collectively, the “Real PropertyLeases”);
f, together with any unapplied security deposited by the tenants thereunder (the “Security Deposits”), but expressly excluding the MB Property Management Leases which will be terminated by Seller at Closing, (v) All all of Seller’s right, title and interest in in, to and to any streetunder the service, right of waymaintenance, alley or road abutting the Land or the Leasehold supply and other contracts relating to the center lines operation, maintenance and construction of the Premises that are referenced on Schedule L attached hereto or are executed after the Effective Date in accordance with the terms of this Agreement, and all amendments and modifications thereto and thereof;
g, but not including Leases (collectively, the “Contracts”), subject to Purchaser’s right to elect to have certain Contracts terminated pursuant to Section 10(f) All of this Agreement, and expressly excluding all property management agreements, brokerage and/or sales commission and similar agreements which will be terminated by Seller at Closing, (vi) all of Seller’s right, title and interest as Lessor in any leases or other occupancy agreementsin, contracts or reservations for to and under the use or occupancy of Pedestrian Bridge Agreement and the PropertyMetra Declaration, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(svii) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all booksin, recordsto and under the architectural, and rate lists (whether in electronic format or reduced to paper)mechanical, any card key deposits, reservation deposits, and any prepaid rent, storage fees electrical and other revenues attributable structural plans, studies, maps, blueprints, drawings, plans and specifications, surveys, renderings and other technical descriptions that relate to the period after the Closing Date (hereinafter defined)but shall not include any of these items Premises to the extent they Seller may legally transfer and assign the same and the same are part of the Marina Operations.
iavailable, (viii) All all of Seller’s right, title and interest in all intangible personal propertyin, in its possessionto and under any easements and rights of way, related appurtenances, strips, gores and other rights pertaining to the LandPremises, including(ix) all rights that Seller may have to use “500 West Madison”, without limitation: “Citigroup Center” and derivations of each thereof and telephone or facsimile numbers now serving the Premises, (x) all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts in, to and equipment leases under the URLs xxxx://xxx.xxxxxxxxxxxxxx.xxx/ and xxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/, and (xi) to the extent assignable, all of Seller’s right title and interest in, to and under zoning and development and other entitlement rights, and other general intangibles relating to the operationPremises. The items described in clauses (i), maintenance(ii), ownership or management (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), and (xi) above and any rights and claims of Seller relating thereto, including, without limitation, indemnity rights, rights under contracts and instruments by which any of the Landforegoing were acquired, the Leaseholdand other rights, the Improvements causes of action and claims against any tenants or the Personal Property, other than the Marina Operations (collectively, third parties shall be referred to herein collectively as the “Service ContractsProperty”.
(b) (but only to Seller and Purchaser acknowledge and agree that the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to value of the terms of this Agreement); and
k) All of Seller’s membership and voting interests Personalty that is included in the Little Potato Slough Mutual Water Companytransaction contemplated by this Agreement is de minimis, a California nonprofit mutual benefit corporationand no part of the Purchase Price (defined below) is allocable thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
Purchase and Sale. Subject to all Effective as of the terms and conditions of this AgreementMarch 1, 1997, Seller shall sell agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer shall agrees to purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s all right, title and interest in all assets (except the Excluded Assets) of Seller of every kind and type, tangible or intangible, real and personal, that are necessary or reasonably desirable to operate the Business (collectively, the "Assets"), free and clear of all encumbrances, mortgages, pledges, liens, security interests, obligations and liabilities other than the Assumed Liabilities (as defined in Section 1.3), which Assets include, without limitation, the following:
(1) All right, title and interest of Seller in and to all of the land and real estate owned or leased by Seller and used in connection with the Business as listed in Exhibit 1.1
(1) attached hereto and in and to all structures, improvements, fixed assets and fixtures including fixed machinery and fixed equipment situated thereon or forming a part thereof and all appurtenances, easements and rights-of-way related thereto (collectively, the "Real Estate");
(2) All tangible personal property, including furniturepharmaceutical and other equipment, machinery, apparatusdata processing hardware and software, equipmentfurniture, building materials, supplies, signs, tools, decorations, security systemsfurnishings, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes vehicles and other tangible personal property owned by Seller of every description and currently kind and all replacement parts therefor used in connection with the operationBusiness including, repair and maintenance of without limitation, the Land and the Improvements and situated thereon items listed on Exhibit 1.1
(2) attached hereto (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, "Equipment and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”Furnishings");
f(3) All inventory of Seller’s rightgoods and supplies used or maintained in connection with the Business (collectively, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof"Inventory");
g(4) All of Seller’s right, title accounts and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller notes receivable (the “Leases”"Receivables"). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h(5) All of Seller’s rightpatient, title and interest in all booksmedical, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees personnel and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, records related to the LandBusiness (including both hard and microfiche copies), and all manuals, books and records used in operating the Business, including, without limitation: , personnel policies and files and manuals, accounting records, and computer software;
(6) To the full extent transferable, all databases licenses, permits, registrations, certificates, consents, accreditations, approvals and mailing lists for past franchises necessary to operate and present clients conduct the Business, together with assignments thereof, if required, and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Landwaivers which Seller currently has, if any; , of any requirements pertaining to such licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises;
(7) All goodwill, and, to the extent assignable by Seller, all warranties (express or implied) and guaranties issued rights and claims related to the Assets or the operation of the Business;
(8) All prepaid expenses;
(9) All contract and leasehold rights and interests pursuant to contracts for purchase or lease of personal property, contracts for purchase, sale or lease of pharmaceuticals, supplies, equipment, goods or services, including those relating to long term care facilities, currently furnished or to be furnished in connection with the Improvements Business and that are Assumed Liabilities (as such term is defined in paragraph 1.3(1));
(10) All intangible or the Personal Property; all transferable consentsintellectual property owned, authorizationsleased, bonds, variances licensed or waivers, licenses, permits, utility rights, development rights possessed by either Seller or Shareholders and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely utilized in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated connection with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.Business,
Appears in 1 contract
Samples: Asset Purchase Agreement (Capstone Pharmacy Services Inc)
Purchase and Sale. Subject Upon and subject to all of the terms and conditions of this Agreementhereof, Seller Vendor shall sell to BuyerPurchasers, as applicable, and Buyer Purchasers, as applicable, shall purchase from SellerVendor, at the “Property,” which is defined to mean:
a) Land located near Time of Closing on the City Closing Date and for the Purchase Price as allocated by mutual agreement of Lodithe parties, County all of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s Vendor's right, title and interest in the improvementsfollowing assets of the Business as a going concern, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements wherever so situate (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelycollectively, the “Improvements”"Purchased Assets"): By Intel UK:
a) the Inventory;
b) the Equipment;
c) the Contracts (subject to Section 2.4);
d) All of Seller’s right, title the Books and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of itRecords;
e) All of Seller’s right, title the Permits (other than the Non-Transferable Permits) (subject to Sections 2.4 and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”2.5);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereofPrepaid Expenses;
g) All of Seller’s rightthe cost and pricing information, title customer and interest as Lessor in any leases or other occupancy agreementsaccount information, contracts or reservations for market segment information and sales strategies and the use or occupancy like information of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached heretoBusiness;
h) All of Seller’s right, title all new and interest in all books, records, unused shipping and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part packaging supplies of the Marina Operations.Business owned by Vendor;
i) All of Seller’s right, title rights to use assets owned by Vendor's suppliers and interest in all intangible personal property, in its possession, related customers that are loaned to or temporarily used by the Business subject to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer terms of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itContracts;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management goodwill of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement)Business; and
k) All except as provided through the Patent License Agreement or Transition Services Agreement, all other assets comprising personal property, tangible or intangible, used by Vendor in or relating to the Business other than the Excluded Assets; By Intel US:
l) the Owned Intellectual Property (together with any claims against third persons for infringement, misappropriation or other violation of Seller’s membership any Owned Intellectual Property, whether for any past, present or future infringement, misappropriation or other violation) and voting interests the Licensed Intellectual Property (subject to Sections 2.4 and 2.5); and
m) the Customer and Supplier List. In addition, Vendor shall grant to Intel US a license to the Vendor Licensed Patents upon and subject to the terms and conditions of the Patent License Agreement. The same covenants shall be deemed to be given by Vendor at Closing in relation to the Little Potato Slough Mutual Water Company, Purchased Assets as are implied under Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 where a California nonprofit mutual benefit corporationdisposition is expressed to be made with full title xxxxxxxxe.
Appears in 1 contract
Samples: Asset Purchase Agreement (Zarlink Semiconductor Inc)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell agrees to Buyersell, assign and transfer to Buyer and Buyer shall agrees to purchase from Seller, for the “Property,” which is defined to mean:
a) Land located near the City of Lodipurchase price set forth in Section 3 hereof, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any streetthe following (collectively, right the “Property”):
2.1 The Real Property, together with the buildings located thereon, and all associated parking areas, and all other improvements or fixtures located thereon (the buildings and such other improvements are referred to herein collectively as the “Improvements”), together with all tenements, easements, rights of way, alley or road abutting the Land or the Leasehold way and appurtenances belonging and appertaining to the center lines thereofsame;
g2.2 All tangible personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted left on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (Real Property at the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All Close of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items Escrow to the extent they are part of the Marina Operations.
i) All of owned by Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: , that Personal Property identified on Exhibit G attached hereto;
2.3 All of Seller’s interests in the contracts listed on Exhibit B attached hereto and all databases and mailing lists for past and present clients and customers for contracts hereafter entered into by Seller to the previous two yearsextent permitted by the provisions of this Agreement (the “Contracts”); all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued and
2.4 All intangible property owned or held in connection with the Real Property or Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or on the Personal Property, including all building and trade names, licenses, warranties, telephone exchange numbers, advertising materials, plans and specifications (including as-built plans and architectural drawings) in Seller’s possession or control, governmental approvals and development rights, prepaid fees, deposits or rights of reimbursement, entitlements, mineral, water and air rights, certificates of occupancy and other than intangible property, rights and privileges appurtenant to the Marina Operations (collectivelyReal Property or Improvements, provided, however, the “Service Contracts”) (but only following items shall be excluded from the definition of intangibles: all right, title, claim and interest of Seller in and to any trademark, service xxxx, trade name or copyright held, owned or licensed by Seller, whether registered or unregistered, and any applications therefore related to Seller as an entity or to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to operation of its business (the terms of this AgreementIntangible Property”); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Banc of California, Inc.)
Purchase and Sale. Subject to all of On the terms and subject to the conditions of this Agreement, the Seller shall sell agrees to sell, transfer, assign and deliver to the Buyer, and the Buyer shall agrees to accept and purchase from the Seller, at the “Property,” which is Closing (defined to mean:
a) Land located near below), free and clear of Liens (defined below), the City assets of Lodi, County Seller used and employed by the Seller in the operation of San Xxxxxxx, State of Californiaits retail cookie business, and more specifically described in Exhibit A attached hereto any related carts and kiosks, located at the Crossroads Mall, Oklahoma City, Oklahoma (the “Land”);"Store") as follows (such assets and properties being herein called, collectively, the "Acquired Assets"):
b(i) The all leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1rights, 1999interests, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned signage, including without limitation those governed by Seller’s tenants the lease for the Store which at the Closing shall be assigned by the Seller to the Buyer (or licenseesits designated affiliates) now situated on and assumed by the Land or the Leasehold(collectively, the “Improvements”);
dBuyer; (ii) All of Seller’s right, title and interest in all tangible personal property, including furniture, such as machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software inventories (to unless designated by the extent Buyer on or before the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the LandClosing as an Excluded Asset), appliancesfurniture and tools; (iii) all agreements, toolscontracts and instruments (but excluding the Franchise Agreement, recreational equipmentdated April 17, carpeting and other floor coverings1992, window treatments, safes and other tangible personal property owned by between the Seller and currently used in the operationGreat American Cookie Company, repair Inc. ("Franchisor"), and maintenance of the Land any related license, development and the Improvements and situated thereon guarantee agreements, as amended (collectively, the “Personal Property”"Franchise Agreements")) that are assumed in writing by the Buyer at the Closing; (iv) all customer and vendor lists; (v) all recipes, with techniques, processes, methods of production and commercialization, training methods and know-how owned by the exception of certain items which Seller uses Seller; (vi) store change funds in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation aggregate amount of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated $251.00 per Store (the “Excluded Personal Property Items”"Store Cash"). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period ; (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (ivii) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, deposits made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permitslease, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising service and other promotional drawingssimilar agreements; (viii) rebates and prepaid expenses; (ix) all inventory of batter and other ingredients, brochures, booklets paper wares and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules other items on hand or on order and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Propertyall cookies, other than the Marina Operations baked goods, completed goods and work in process (collectively, the “Service Contracts”) (but only "Inventory"). The Acquired Assets shall be transferred and conveyed to the extent Seller’s obligations thereunder are expressly assumed by Buyer at the Closing, free and clear of all Liens (as defined below), pursuant to a xxxx of sale (the terms "Xxxx of this Agreement); and
kSale") All of Seller’s membership and voting interests substantially in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.form of Exhibit A.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fields MRS Original Cookies Inc)
Purchase and Sale. Subject Purchaser agrees to all purchase and Seller agrees to sell at the price of Seven Million Two Hundred Seventy-Five Thousand Dollars ($7,275,000) ("Purchase Price"), and on the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Sellerhereinafter set forth, the “Property,” which is defined to meanproperty commonly known as Symphony Woods Office Center, 5950 Symphoxx Xxods Road, Columbia, Maryland, xxxxxsting of the following:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) 1.1 All of Seller’s 's right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, real property ("Land") and all buildings and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees"Improvements") now situated on the Land or the Leasehold(collectivelyLand, the “Improvements”);
d) All of Seller’s right, title as more particularly described on Exhibit A attached hereto and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software made a part hereof (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, are sometimes referred to herein together as the “Personal "Property”"), together with the exception of certain items which Seller uses in the Marina Operations, all easements and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained appurtenances thereunto belonging and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course all of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s 's right, title and interest in and to any streetall streets, right of wayalleys and public ways adjacent thereto, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All if any, and together with all of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s 's right, title and interest in and to all books, records, strips and rate lists (whether in electronic format gores located on or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable adjacent to the period after Property or located between any parcels constituting the Land, if any;
1.2 The personal property set forth on Exhibit B attached hereto ("Personal Property");
1.3 The tenant leases described in the rent roll set forth on Exhibit C attached hereto and made a part hereof together with such other tenant leases of the Property as may be made prior to Closing Date (as hereinafter defined)but shall not include any defined) in accordance with the terms of these items this Agreement ("Leases");
1.4 If and to the extent they are part assignable and to the extent of Seller's interest therein, if any: (a) all guarantees, warranties and indemnifications, if any, received from suppliers, contractors, materialmen or subcontractors arising out of, or in connection with, the installation, construction or maintenance of the Marina Operations.
iProperty including, without limitation, the right to sue any obligor for any breach ox xny covenant, agreement, representation, warranty or guarantee contained therein; (b) All all licenses, permits, certificates of Seller’s rightoccupancy and franchises issued by any federal, title and interest in all intangible personal propertystate, in its possession, related county or municipal authority relating to the Landuse, maintenance or operation of the Property running to or in favor of Seller or pertaining to the Property; (c) all trade styles, and trade names, including, without limitation: , the name "Symphony Woods", and all databases contract rights, xxxxhures, manuals, lists of prospective tenants, advertising material, books and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permitsrecords, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.telephone numbers;
Appears in 1 contract
Purchase and Sale. Subject 1.1 The purchase and sale includes, and at Close of Escrow (hereinafter defined) Seller shall sell, assign, grant and transfer to Buyer, all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Sellerfollowing (hereinafter sometimes collectively, the “"Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”");
b) 1.1.1. The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1Land, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, includingtogether with all structures, buildings, parking areasimprovements, recreational facilities, landscapingmachinery, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants equipment affixed or licensees) now situated on attached to the Land or and all easements and rights appurtenant to the Leasehold(collectively, Land (all of the “Improvements”foregoing being collectively referred to herein as the "Real Property");
d) All 1.1.2. The interest of Seller’s right, title and interest lessor or landlord in all tangible personal propertyleases (the "Leases" or "Tenant Leases"), including furnitureassociated amendments, machinerywith all persons ("Tenants") leasing the Real Property or any part thereof or hereafter entered into in accordance with the terms hereof prior to Close of Escrow, apparatustogether with all security deposits, equipmentprepaid rent other than rent due for the month in which closing occurs, building materialsutility deposit, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely other deposits held in connection with its ownershipthe Leases, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting Lease guarantees and other floor coverings, window treatments, safes similar credit enhancements providing additional security for such Leases;
1.1.3. All tangible and other tangible intangible personal property owned by Seller and currently located on or used in connection with the operationReal Property, repair including, specifically, without limitation, equipment, furniture, tools and maintenance of supplies, and all related intangibles including Seller's interest in the Land and name "Thousand Oaks Shopping Center" (the Improvements and situated thereon (collectively, the “"Personal Property”");
1.1.4. All the rights and appurtenances pertaining to the Real Property, with including any mineral rights, rights under any reciprocal easement agreements or other recorded or unrecorded instruments benefiting the exception Property, any right, title, or interest of certain items which Seller uses in and to easements, adjacent or contiguous xxxxxx, xxxxxx, xxxxx, xxxxxxx, alleys, or rights-of-way, any reversionary rights attributable to the Marina OperationsReal Property, any condemnation awards made or to be made in lieu thereof, and any items that are not essential awards for damage to the Real Property by reason of a change of grade of any highway, street, road, or avenue (hereinafter called the "Appurtenances"); and
1.1.5. All of the following to the extent they relate to or arise out of the design, construction, ownership, managementuse, repairleasing, maintenance maintenance, service, or operation of the Improvements Real Property, Leases, or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of Property: (i) all items constituting contracts or agreements such as maintenance, service, or utility contracts (hereinafter called the Personal Property"Contracts"), which then shall be described in Exhibit C-1to the extent that Buyer elects to take assignment thereof, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2warranties, which will be attached to this Agreement andguaranties, by this referenceindemnities, made part of it;
eand claims, (iii) All of Seller’s right, title and interest in all easements, development rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waiversgovernmental approvals, licenses, permits, utility rightsor similar documents, development (iv) all wastewater capacity reservations of any kind or character relating or allocated to the Real Property issued by the City of San Antonio or any other governmental body and all other rights relating to sewage treatment capacity, water capacity, wastewater and approvals from any governmental storm water capacity, and other utilities currently serving the Real Property, (v) telephone exchanges, trade names, marks, all goodwill attributable to or quasi-governmental agencyassociated with such trade names and marks, department, board, commission, bureau or and other entity or instrumentality solely identifying material used by Seller in respect the operation of the Land Real Property, (vi) plans, drawings, specifications, surveys, engineering reports, environmental reports and audits, government or the Improvements; all tenant listsregulatory compliance reports, telephone and fax numbers and marketingsuch as, advertising American with Disabilities Act compliance reports, equipment manuals, and other promotional drawingstechnical manuals and descriptions, brochures(vii) insurance contracts or policies, booklets and materials to the extent they relate exclusively that Buyer elects to take assignment thereof, and (viii) other property (real, personal, or mixed, tangible or intangible), owned or held by Seller to the Property, subject extent Buyer elects to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the take assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations thereof (collectively, all such property described in this subparagraph being called the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement"Intangible Property"); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject The Seller agrees to all sell and transfer, directly or indirectly through any of its Affiliates that acquires any of the Acquired Assets after the Effective Date (an "Affiliated Transferor"), to the Buyer, and the Buyer agrees to purchase from the Seller at the Closing, subject to and upon the terms and conditions contained herein, free and clear of this Agreementany Lien, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest of the Seller (or such Affiliated Transferor) in and to the following properties and assets owned by the Seller (or such Affiliated Transferor) constituting, or used in and necessary for the operation of, the Facilities and the Distribution System (collectively, the "Acquired Assets"):
(a) the real property, Improvements thereon, Granted Easements and other rights in real property (if any) described in Schedule 2.1
(a) (i), but subject to the exceptions and encumbrances set forth in the improvementsTitle Commitments and subject to the Permitted Encumbrances, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements including the matters set forth in Schedule 2.1(a)(ii) (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelycollectively, the “Improvements”"Real Property");
d(b) All of Seller’s right, title and interest in all tangible personal property, including furniture, the machinery, apparatus, equipment, building materialsfurniture, suppliesboats, signsvehicles, toolsintellectual property, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting Inventories and other floor coverings, window treatments, safes and other tangible personal property owned by the Seller (or transferred by Seller to such Affiliated Transferor) and currently used in located at the operationFacilities (including, repair and maintenance without limitation the items of the Land and the Improvements and situated thereon (collectively, the “Personal Property”personal property described on Schedule 2.1(b), with all applicable warranties against manufacturers or vendors, to the exception of certain items which Seller uses in extent that such warranties are transferable without further action by the Marina OperationsSeller, and any all items that are not essential to of personal property due under applicable warranties), in each case as in existence on the ownershipEffective Date, management, repair, maintenance or operation but excluding such items disposed of by the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions Seller in the ordinary course of Seller’s business. Prior business during the Interim Period, and including such additional items as may be acquired by the Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period;
(c) all rights with respect to leasehold interests and subleases and rights thereunder relating to real property set forth on Schedule 2.1(c) (the "Leases");
(d) copies of all Customer files, lists of Customers, collection and credit records, billing system hardware and software listed on Schedule 2.1(d) to the expiration extent owned and transferable by the Seller (and expressly excluding any such software and/or hardware under license), and all other documentation relating to the Customers;
(e) all Permits relating to ownership or operation of the Inspection Period Facilities and the Distribution System (hereinafter definedto the extent transferable by the Seller or its Affiliates), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of ;
(i) all items constituting the Personal Property, which then shall be millpowers (other than those millpowers described in Exhibit C-1the Trustee Deed), licenses, and water use arrangements relating to the Facilities and/or the Distribution System; (ii) all electric use, generation and/or customer contracts and agreements relating to the Facilities and/or the Distribution System; (iii) personal property leases which will be attached are material to the operation of the Facilities and/or the Distribution System; (iv) all use, maintenance and/or license arrangements and agreements relating to the Facilities, including, without limitation, the Seller's canal system being transferred hereunder; (v) the beneficial interest of the Seller in the millpowers described in the Trustee Deed; and (vi) all other contracts which relate to the operation of the Facilities and the Distribution System and which are set forth in Schedule 2.1(f) (the contracts and agreements set forth in the foregoing clauses (i) through (v) collectively being called the "Contracts"); provided that the Seller shall retain the rights and interests under any Contract to the extent such rights and interests provide for indemnity and exculpation rights for occurrences for which the Seller remains liable under this Agreement andAgreement;
(g) all (i) books, by this referenceoperating records, made part real estate records, engineering designs, blueprints, as-built plans, specifications, procedures, studies, reports and equipment repair, safety, maintenance or service records in the possession, custody or control of itthe Seller (or such Affiliated Transferor) relating specifically to the operation of the Facilities and the Distribution System, and (ii) all items constituting non-financial historical records that relate to the Facilities and the Distribution System and relate to the history of Holyoke, Massachusetts and are no longer required for the continued operation of the Seller's (or such Affiliated Transferor's) business after the Closing Date; but expressly excluding from the foregoing records relating to the Seller's corporate proceedings and/or existence (including, without limitation, minutes of meetings of shareholders and /or directors of the Seller and all corporate records maintained by the Clerk or Assistant Clerk of the Seller in the ordinary course of the performance of the duties of such officers), and all of the following records (collectively, the "Excluded Records"): financial records (including, without limitation, Tax returns and records, forward electricity price curves and financial projections and estimates), employee records, books of account, records relating to the Excluded Personal Property Items which shall Assets (including, without limitation, Mt. Xxx) and/or the Excluded Liabilities (including, without limitation, the Excluded Environmental Liability and the Reserved Litigation), and other records or information that (A) the Seller or the Seller's counsel believes constitutes or could be described in Exhibit C-2deemed to constitute a waiver of the attorney-client privilege, which will be attached or (B) the Seller is under a legal obligation not to this Agreement and, by this reference, made part of itsupply;
e(h) All the rights of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to the Seller (or inuring such Affiliated Transferor) to the benefit use of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with names of the Land, the Leasehold, and the Improvements, the “Real Property”Facilities set forth in Schedule 2.1(h);
f(i) All all rights of Seller’s right, title and interest the Seller in and to any streetcauses of action against a Third Party relating to any Assumed Liability, right of way, alley whether received as a payment or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Landcredit against future liabilities, including, without limitation: all databases , insurance proceeds, condemnation awards and mailing lists for past and present clients and customers for cash payments under warranties covering the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials Acquired Assets to the extent they such payments relate exclusively to Assumed Liabilities;
(j) [reserved]; and
(k) the PropertySeller's substation known as "Prospect Substation" located in Chicopee, subject to Buyer’s compliance Massachusetts, as more particularly described on Schedule 2.1(k) (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i"Prospect Substation"), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated together with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases all Permits relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations operation thereof (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed transferable by Buyer pursuant the Seller or its Affiliates) and all engineering designs, blueprints, as-built plans, specifications, procedures, studies, reports and equipment repair, safety, maintenance or service records of the Seller relating specifically to the terms operation of this Agreement); and
kthe Prospect Substation. The Parties acknowledge that the Seller intends to convey the Facilities and the entire Distribution System of the Seller to the Buyer. To the extent that it is determined within five (5) All years after the Closing Date that the Deeds delivered at the Closing include property rights that neither Party intends to be conveyed as part of the Facilities or the Distribution System and/or omits real estate interests which should have been conveyed as part of the Facilities or the Distribution System, then the Seller’s membership , any Affiliated Transferor, or the Buyer, as the case may be, shall take all reasonable actions as may be necessary or appropriate to accomplish the conveyance of the appropriate property to the appropriate Party, free and voting interests clear of any Liens for borrowed money, in order to accomplish the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationintent of the Parties as aforesaid.
Appears in 1 contract
Purchase and Sale. Subject to all of the terms and conditions of set forth in this Agreement, Seller shall sell agrees to sell, transfer and convey to Buyer, and Buyer shall agrees to purchase and accept from Seller, the following real and personal property (collectively, the “Property,” which is defined to mean:”):
a) Land 1.1 All that certain land located near the City of Lodiin Andover, County of San XxxxxxxMassachusetts, State of California, and more specifically particularly described in Exhibit A attached hereto hereto, together with all easements and appurtenances belonging to such land, and all right, title and interest (if any) of Seller in and to any streets, alleys, passages, and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land, and all right, title and interest (if any) of Seller in all development rights appurtenant to such land, and all right title and interest (if any) of Seller in any mineral rights or subsurface rights below such land and any air rights above such land (the “Land”);
b) 1.2 The leasehold in the real property more specifically described in Exhibit B attached hereto building known and numbered as 000 Xxxxxxx Xxxxxx (the “LeaseholdBuilding”) held by Seller pursuant ), together with all other improvements located on the Land (the Building and such improvements being hereinafter collectively referred to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between as the State of California “Improvements,” and the Land and the Improvements being hereinafter collectively referred to as Lessor and Seller as Lessee(the the “LeaseReal Property”);
c1.3 The fixtures, manufacturing and other equipment, machinery, furniture, furnishings, and appliances attached to, located on or within, or used in connection with the Improvements, or otherwise owned by Seller but excluding those items identified on Exhibit B annexed hereto (which Exhibit B may be revised by Seller upon notice to Buyer given within ten (10) days following the Effective Date), and located within the Real Property or used exclusively in connection with the Real Property (the “Tangible Personalty”). Buyer expressly agrees and acknowledges that the Tangible Personalty shall be conveyed in their “as is” condition, without representation or warranty, except as otherwise provided herein, and has no independent resale value, and Buyer and Seller agree that no portion of the Purchase Price is allocated to such Tangible Personalty, and that no Tangible Personalty shall be sold to Buyer in the event that the Closing (as defined below) does not occur;
1.4 All of Seller’s rights in all service, management, maintenance, leasing and other contracts affecting the Real Property, Tangible Personalty, or Intangible Personalty (the “Property Contracts”), to the extent Seller is entitled to transfer the same to Buyer, and that Buyer has not elected to terminate pursuant to Section 5.2 of this Agreement; and
1.5 All of Seller’s right, title and interest interest, if any, in all intangible assets of any nature relating to the improvementsLand, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land Improvements or the Leasehold(collectivelyTangible Personalty, the “Improvements”);
d) All including without limitation all of Seller’s right, title and interest in all tangible personal property(i) warranties and guaranties, including furnitureexpress or implied, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (relating to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently ownedTangible Personalty, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rightsand approvals, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; (iii) all tenant lists, telephone plans and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance specifications (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service ContractsPersonalty”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sarepta Therapeutics, Inc.)
Purchase and Sale. Subject to all 1.1 Purchase and Sale of the Business Assets. ---------------------------------------- On the terms and subject to the conditions of this Agreementherein set forth, at the Closing (as defined in Section 2.3 hereof), Seller shall sell agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer shall agrees to purchase from SellerSeller and accept delivery of, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s 's right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy assets of the PropertyBusiness set forth on Schedule 1.1, which is attached hereto and made a part of this Agreement, and the following tangible, intangible, real, personal and mixed assets, properties and rights of every kind and description, wherever located, which constitute or are used by Seller in connection with the Business, other than the dry and wet slip leases included in the Marina Operations Excluded Assets (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest defined in all books, records, and rate lists (whether in electronic format or reduced to paperSection 1.2 hereof), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to all as the period after same shall exist on the Closing Date (hereinafter defined)but shall not include any of these items to collectively the extent they are part of the Marina Operations."Assets"):
i(a) All of Seller’s rightall security deposits, title prepaid items, unbilled costs and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued fees in connection with the Improvements Business, of a type that was or the Personal Property; should have been included in a balance sheet if it had been audited, and works in process other than those, if any, specifically identified as an Excluded Asset herein;
(b) all transferable consentsmerchandise, authorizationsmaterials, bondswhole goods, variances finished goods, component materials now owned or waivershereafter acquired and held for sale or lease or which contribute to finished products, licensesstationery, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising purchase orders and other promotional drawingsforms, labels, catalogs, brochures, booklets art work, photographs and materials advertising material, wherever located, which are used or held for use or sale by the Business (collectively, "Inventory") except as expressly disclosed in Section 3.10 of the Disclosure Schedule as being owned by a third party;
(c) all furniture, fixtures, leasehold improvements (except to the extent they relate exclusively such leasehold improvements are, pursuant to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All terms of the items listed above relevant Lease (as defined in this subsection (iSection 3.11 or 3.14 below) the property of the lessor thereunder), collectivelymachinery, are referred to in this Agreement as the “Intangible Personal Property,” equipment, computer hardware and software and office equipment owned or leased by Seller located at or provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of Business, or otherwise identified in the Inspection Period, Seller disclosure schedule attached hereto and Buyer shall use reasonable efforts to agree upon, and prepare made a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of ithereof (the "Disclosure Schedule") (the "Equipment");
j(d) All of Seller’s right, title and 's interest in any service contracts and equipment leases relating to the operationall telephone, maintenancetelecopier, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) electronic mail (but only to the extent such address is independent of addresses associated with Seller’s obligations thereunder are expressly assumed by Buyer pursuant 's Parent, defined below), internet address (but only to the terms extent such address is independent of this Agreementaddresses associated with Seller's Parent, defined below) and telex (if any) numbers and telephone and other directory listings utilized in connection with the Business to the extent assignable;
(e) except as set forth on Schedule 1.2(m), any and all formulae, trade secrets, patents, trademarks, trade names, inventions, computer software, technology, proprietary know-how, art work, designs, processes and other intellectual property now used by Seller in connection with the Business, (collectively, "Intellectual Property");
(f) except as set forth on Schedule 1.2(n), to the extent assignable, all franchises, permits and licenses, registration, certificate of occupancy, contracts, agreements and commitments, customer lists, restrictive covenants, confidentiality obligations and similar obligations of present and former shareholders, officers and employees of Seller, and any of their predecessors;
(g) all rights or choses in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets;
(h) all assets and properties reflected on the Closing Balance Sheet as defined in Section 2.5; and
k(i) All all books, files, papers, engineering, sales, marketing and other studies, data and plans, records and other data of Seller’s membership , including but not limited to all personnel files, computer software and voting interests customer and supplier lists and other data bases, if any, relating to the foregoing; it being the parties' intention that (x) all tangible, intangible, real, personal and mixed property, assets and rights considered by Seller to constitute part of the Business as an ongoing business, wherever located, except as expressly set forth in Sections 1.2 below, are to be conveyed to Buyer as part of the Little Potato Slough Mutual Water CompanyAssets, a California nonprofit mutual benefit corporationand (y) the Assets comprise all the business, properties, assets (however, employees, to the extent they could be considered assets, are not included as assets in this Section) and goodwill employed by the Seller and its affiliates in connection with the Business other than the Excluded Assets (as defined below).
Appears in 1 contract
Samples: Asset and Business Purchase Agreement (Cdknet Com Inc)
Purchase and Sale. Subject to all of Upon the terms and subject to the conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting Diversa agrees to acquire from the Personal PropertySyngenta Parties, which then shall be described in Exhibit C-1and the Syngenta Parties agree to grant to Diversa, which will be attached to this Agreement and, by this reference, made part of itthe Intellectual Property Licenses, and (ii) Diversa agrees to purchase from the Syngenta Parties, and the Syngenta Parties agree to sell, convey, transfer, assign and deliver (on a "where is" basis) to Diversa at the Closing, free and clear of all items constituting Liens, other than Permitted Liens, good and valid title to only the Excluded Personal Property Items which shall be described following assets and properties owned, held or used by the Syngenta Parties in Exhibit C-2the conduct of the Research Activities (such assets and properties in clauses (a) through (d) below, which will be attached referred to this Agreement andcollectively herein as the "Purchased Assets"):
(a) the equipment, by this referencelaboratory supplies, made part of itfurniture and other personal property and interests therein listed on Schedule 2.01 (other than those supplies listed in Schedule 2.01 that are consumed in the ordinary course between the date hereof and the Closing Date);
e(b) All each of Seller’s rightthe contracts, title agreements, leases, licenses, commitments and interest in other instruments listed on Schedule 2.01 (collectively, the "Contracts");
(c) all easements, rights, privileges, entitlements, hereditaments, claims and appurtenances belonging to causes of action of the Syngenta Parties against other Persons (regardless of whether or inuring to not such claims or causes of action have been asserted by the benefit of Seller and Syngenta Parties) pertaining to the LandPurchased Assets identified under clauses (a) and (b) above, if any, including any water or mineral rights owned by or leased but only to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and extent not relating to any street, right of way, alley Excluded Assets or road abutting the Land or the Leasehold to the center lines thereof;Excluded Liabilities; and
g(d) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, files and rate lists (papers, instructions and all other such documents, whether in electronic format hard copy or reduced to paper)computer format, any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable that relate solely to the period after the Closing Date Purchased Assets identified under clauses (hereinafter defined)but shall not include a) through (b) above (or any of these items portion thereof that relates solely to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenancetitle, ownership or management maintenance of any such Purchased Asset), but excluding those relating to any data, software or other Intellectual Property Rights. Notwithstanding the foregoing, where the assets of a wholly owned Affiliate of TMRI consist exclusively of assets described in Schedules 2.01 or the attachments thereto, at the election of the LandSyngenta Parties, all of the Leasehold, interests in such Affiliate will be treated as Purchased Assets and the Improvements or the Personal Property, assets of such Affiliate will not be treated as Purchased Assets; provided that (i) such Affiliate is newly formed and has no Liabilities other than the Marina Operations Assumed Liabilities (collectively, the “Service Contracts”any such Liabilities other than Assumed Liabilities to be Excluded Liabilities) and (but only ii) there is no cost or further obligation to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationDiversa from such election.
Appears in 1 contract
Samples: Transaction Agreement (Diversa Corp)
Purchase and Sale. Subject to all of Upon the terms and subject to the conditions of this Agreement, Seller shall sell at the Closing, Dynavax will sell, transfer, convey, assign and deliver to BuyerTriSalus, free and clear of all Liens other than Permitted Liens, and Buyer shall TriSalus will purchase from Sellerand accept, all of the right, title, benefit and interest of Dynavax in, to and under the Purchased Assets. At the Closing, the “Property,” which is defined to mean:
a) Land located near sale, transfer, conveyance, assignment and delivery of the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller Purchased Assets will be effected pursuant to that certain Xxxxx # XXX 0000.0 dated January 1the Assignment and Assumption Agreement, 1999, between Patent Assignment Agreement and the State Bill of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest Sale. Notwithstanding anything to the contrary contained in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelythis Agreement, the “Improvements”);
d) All transfer of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (the Purchased Assets will not include the assumption by TriSalus of any Liability of Dynavax related to the extent Product Assets, unless TriSalus expressly assumes that Liability as an Assumed Liability pursuant to Section 1.2. The Purchased Assets shall include the same is used by Seller solely in connection with its ownershipfollowing properties, management or operation assets and rights of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon Dynavax (collectively, the “Personal PropertyPurchased Assets”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of ):
(i) the Product IP and Product Know-How, together with (A) any and all items constituting goodwill symbolized thereby and associated therewith, (B) any and all rights to royalties, profits, compensation, license fees or other payments or remuneration of any kind relating to the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of itPurchased Assets, and (iiC) any and all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2rights to obtain renewals, which will be attached to this Agreement andreissues and extensions of registrations, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to exclusivities or inuring to the benefit of Seller and other legal protections pertaining to the LandProduct IP;
(ii) to the extent their transfer is permitted under applicable Law and to the extent not relating to Excluded Assets, if anyall Permits utilized by Dynavax exclusively in the conduct of the Product Operations, true, correct and complete copies of which have been made available to TriSalus, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, Permits listed on Section 4.1(h) of the LeaseholdDisclosure Schedules, and the Improvements, the “Real Property”)all files and correspondence related thereto;
f(iii) All all rights in, to and under the Assumed Contracts, true, correct and complete copies of Seller’s rightwhich Assumed Contracts have been made available to TriSalus;
(iv) the Inventory listed on Schedule B;
(v) the Regulatory Documentation, title including all copies thereof; provided that Dynavax may retain copies of the Regulatory Documentation as are used in or reasonably necessary for the business of Dynavax other than the Product Operations;
(vi) the SD-101 IND;
(vii) all non-clinical, pre-clinical and interest clinical trial data (a) referenced in the SD-101 IND, (b) generated since the filing of the SD-101 IND relating to the development or manufacturing of SD-101 or any other Compounds or Products, and (c) otherwise to the extent related to SD-101 or any other Compounds or Products, and all rights in and to all such data; provided, however, that TriSalus will keep confidential any street, right of way, alley or road abutting the Land or the Leasehold data that relate to the center lines thereof;
g) All of Seller’s right, title products and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, compounds other than the dry SD-101, Compounds and wet slip leases included in the Marina Operations Products (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “LeasesSD-101 Data”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k(viii) All all rights, Claims, credits, causes of Seller’s membership action or rights of set-off and voting interests in other similar rights against third parties to the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationextent relating to or arising from the Product Assets or the Assumed Liabilities except for those retained pursuant to Section 1.1 (b)(vi).
Appears in 1 contract
Samples: Asset Purchase Agreement (MedTech Acquisition Corp)
Purchase and Sale. Subject to all of the terms and conditions of set forth in this Agreement, Seller the Sellers hereby agree that at the Closing, or such other date or dates provided in Section 1.4, they shall sell sell, transfer, convey and assign to the Buyer, free and clear of all Liens (except for Permitted Liens) and Excluded Liabilities, and the Buyer shall purchase purchase, assume and acquire from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s Sellers all right, title and interest in of the improvementsSellers in, includingto and under all of the business, buildingsproperties, parking areasassets and goodwill of whatever kind and nature, recreational facilitiesreal or personal, landscapingtangible or intangible, fixturesactual or contingent, and which are owned or held by the Sellers, other improvements than the Excluded Assets (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelycollectively, the “Assets”), including the following:
(a) All of the interest of the Sellers in and to the Assumed Real Property Leases;
(b) All of the interest of the Sellers in and to the Assumed Contracts, which shall include the Revenue Sharing Agreement between the Sellers and iDLLC, dated February 2, 2014, and the insurance policies listed on Schedule 4.13;
(c) All of the interest of the Sellers in and to all (i) Equipment and leasehold improvements in the Transferred Stores, Distribution Center(s), and the Home Office, and (ii) Equipment at the Excluded Leased Property (collectively, the “Transferred Equipment and Improvements”);
(d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software Licenses (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Landsuch Licenses are freely transferable), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and than Licenses relating exclusively to any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated Excluded Leased Property (the “Excluded Personal Property ItemsLicenses”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
(e) All of Seller’s right, title and the interest of the Sellers in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any Intellectual Property;
(together with the Land, the Leasehold, and the Improvements, f) All Inventory (the “Real PropertyTransferred Inventory”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
(g) All of Seller’s right, title security and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for deposits and advances and all pre-paid expenses maintained by the use or occupancy of the PropertySellers, other than the dry deposits, advances and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller pre-paid expenses relating exclusively to any Excluded Leased Property (the “LeasesExcluded Deposits”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
(h) All Accounts Receivable arising prior to the Closing Date (the “Transferred Accounts Receivable”);
(i) All goodwill of Seller’s right, title and interest in all the Sellers associated with the Business as a going concern;
(j) All of the Sellers’ books, records, files, documents and rate lists other written or electronic materials, including customer lists, except those related solely to the Excluded Assets or the Excluded Liabilities or expressly included in the Excluded Assets pursuant to Section 1.3;
(whether k) All claims, deposits, prepayments, prepaid assets, refunds, causes of action, credits, choses in electronic format action, rights of recovery, rights of set off and rights of recoupment relating primarily to any of the other Assets, including all rights of the Sellers under any property, casualty, workers’ compensation or reduced other insurance policy (and any collateral underlying any such policy, including the collateral securing the workers’ compensation policy) or related insurance services contracts affecting any of the Assets;
(l) All rights to paperreceive payments from iDisciple LLC, a limited liability company formed under the laws of the State of Georgia (“iDLLC”), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable pursuant to the period Revenue Sharing Agreement between the Sellers and iDLLC, dated February 2, 2014, whether such payments relate to sales made prior to or after the Closing Date Date;
(hereinafter defined)but shall not include m) All Released Claims, Resulting Claims and any and all claims and causes of these items to action regarding in any way the extent they are part FC Debt or FC Special Funding, LLC;
(n) All claims, actions, and rights of recovery any Seller may have with credit card companies;
(o) All rights of the Marina Operations.Sellers in the Employee Plans; and
i(p) All of Seller’s rightSellers’ Cash, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Propertyincluding Cash on Premises, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationCash Component.
Appears in 1 contract
Samples: Asset Purchase Agreement
Purchase and Sale. Subject (a) At the Closing (as hereinafter defined) and subject to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer Purchaser shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s rightshall sell to Purchaser, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any streetthe following assets that are owned by or under the control of Seller (collectively the "Purchased Assets"):
(i) Seller's real property identified in Schedule 1.1(a), right together with all buildings, fixtures, plant, equipment and improvements thereon or attached thereto (the "Owned Real Estate");
(ii) Seller's leasehold interests in the real property identified in Schedule 1.1(a), together with all buildings, fixtures, plant, equipment and improvements thereon or attached thereto (the "Leased Real Estate" and together with the Owned Real Estate, the "Real Estate");
(iii) all tangible personal property located at the Real Estate;
(iv) all inventory of wayfood, alley or road abutting the Land or the Leasehold alcoholic beverages (to the center lines thereofextent transferable), raw materials and packaging supplies for use in the Purchased Restaurants (including inventory in transit to the Purchased Restaurants);
g(v) All subject to any required consents, all of Seller’s 's rights in and under all contracts and agreements relating primarily to the Business (the "Contracts");
(vi) Seller's records and files relating primarily to the Purchased Assets and the Purchased Restaurants and set forth on Schedule 1.1(a)(vi) (the "Business Records");
(vii) to the extent transferable, all licenses, permits or other rights granted by governmental authorities used in or required or necessary for the lawful ownership or operation of the Business (the "Permits"); and
(viii) all prepaid expenses of the Business for which proration of the Purchase Price pursuant to Section 1.4 hereof is made.
(b) Notwithstanding the foregoing, the Purchased Assets shall not include the following assets of Seller (the "Excluded Assets"):
(i) cash and cash equivalents (provided, however, that Seller will include in the Purchased Assets normal amounts of xxxxx cash at the Purchased Restaurants on the Closing Date to the extent such amounts are credited to Seller on the Closing Prorations Schedule described herein);
(ii) except as otherwise provided in this Agreement, all right, title and interest as Lessor of Seller in any leases insurance policies relating to the Purchased Assets or other occupancy agreementsthe Business and all rights of Seller or any of its affiliates to insurance claims, related refunds and proceeds arising from or related thereto;
(iii) all Permits that are not transferable by the terms thereof or by operation of law;
(iv) the contracts listed on Schedule 1.1(b)(iv);
(v) all accounts and notes receivable, including without limitation, credit card receivables, arising from the operation of the Business prior to Closing;
(vi) all Seller's properties, assets, capital stock, rights, claims, contracts or reservations for the use or occupancy of the Property, and goodwill relating to all businesses conducted by Seller other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurantBusiness, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, including without limitation: all databases , Seller's "Bertucci's" and mailing lists for past "Xxx and present clients and customers for Vinnie's Sicilian Steakhouse" restaurant businesses, including without limitation the previous two years; all plans and specificationscapital stock of Bertucci's, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itInc.;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject Buyer agrees to all of purchase and Xxxxxx agrees to sell, subject to and upon the terms and conditions of this Agreementhereinafter set forth, Seller shall sell to Buyer, and Buyer shall purchase from Sellerthe Property as described below (collectively, the “Property,” which is defined to mean:”):
(a) Land located near the City of LodiAll that certain real property commonly known as 000 Xxxx Xxxxxxx Xxx., County of San XxxxxxxXxxxxx, State of CaliforniaXxxxxxxxxx, and as more specifically particularly described in Exhibit A attached “B” and legally described in Exhibit “A” hereto (collectively, the “Land”), together with all tenements, hereditaments, easements, rights-of-way, appurtenances, oil, gas, water or mineral rights, development rights and air rights appertaining to the Land or to the Improvements and owned by Seller;
(b) The leasehold in the real property more specifically described in Exhibit B attached hereto That leased multi-tenant building (the “LeaseholdBuilding”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1situated on the Land, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and together with all other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated located on the Land or appurtenant thereto, including two residential units identified as Assessor’s Parcel Number 0000-000-000 and 0000-000-000, but excluding any and all other residential condominium units, residential airspace and all rights with such residential units, and all rights held by the Leasehold(collectivelyhomeowners association, as more particularly described in the condominium plan, CCR’s and bylaws associated with the Property (collectively, “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of ; the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, collectively called the “Real Property”);
f(c) All of Seller’s rightfurniture, title furnishings, machinery, equipment and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold fixtures owned by Seller attached to the center lines thereofImprovements and located at and used in connection with the ownership, operation and maintenance of the Real Property as of the Effective Date, including, without limitation, heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment (collectively, the “Fixtures”);
g(d) All of Seller’s rightwritten leases, title tenancies and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use rental or occupancy agreements granting possessory rights in, on or covering the Real Property in effect as of the PropertyEffective Date, together with all written modifications, extensions, amendments and guarantees thereof, together with such other than written leases of the dry and wet slip leases included Improvements as may be made prior to the Close of Escrow in accordance with the Marina Operations terms of this Agreement (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (collectively, the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit Eall security deposits, attached heretoletters of credit or guaranties currently, actually held by Seller in connection with the Leases, if any;
h(e) All written contracts, agreements, guarantees, warranties and indemnities, if any, affecting the ownership, operation, development, management and maintenance of Seller’s rightthe Land, title Improvements, Personal Property and interest Leases (collectively, the “Contracts”);
(f) Rights in all booksplans, recordsmaps, plats, permits, models, drawings, specifications, blueprints, surveys, engineering reports, environmental reports, owner’s association documents, and rate lists (whether other technical descriptions or materials relating in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related way to the Land, includingImprovements, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property, Leases or Contracts (collectively, the “Intangibles”); and
(g) To the extent assignable, all transferable consentscertificates, occupancy and use certificates, permits, authorizations, bondsconsents, variances or variances, waivers, licenses, permits, utility rights, development rights approvals and approvals the like from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect affecting the ownership, development, operation or maintenance of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Real Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Licenses”).
(h) The Real Property, Personal Property, Leases, Contracts, Intangibles and Licenses are referred to herein collectively as the “Purchased Property.”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Purchase and Sale. Subject Seller agrees to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement, the following:
1.1 The Land and all of Seller’s interest in all rights, privileges, easements and appurtenances benefiting the Land and/or the Improvements, including, without limitation, Seller’s interest, if any, in all mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and/or the Improvements (the Land, the Improvements and all such rights, privileges, easements and appurtenances are sometimes collectively hereinafter referred to as the “Real Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) 1.2 The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1Buildings, 1999, between the State of California as Lessor associated parking and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title landscaped areas and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and all other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated located on the Land or the Leasehold(collectively, (the “Improvements”);
d) 1.3 All of Seller’s rightinterest as lessor in and to all leases, title licenses and interest occupancy agreements covering the Land and Improvements, a list of which is attached hereto as Exhibit “I”, and any New Leases (as defined in all Section 9.2 below) which are entered into by Seller subsequent to the Effective Date in accordance with Section 9.2 below (collectively, the “Leases”);
1.4 All tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware supplies and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property fixtures owned by Seller and currently used in the operationoperation of, repair and maintenance of located at, the Land and the Improvements and situated thereon Real Property (collectively, the “Personal Property”); provided, with however, that the exception of certain items which Seller uses in term “Personal Property” shall exclude any property management office computers and all related proprietary software; and
1.5 To the Marina Operationsextent assignable, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course all of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral intangible property rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consentsforegoing, authorizationscontract rights, bondswarranties, variances or waiversguaranties, licenses, permits, utility entitlements, governmental approvals, certificates of occupancy, the rights, development rights if any, to the name “West Willows Technology Center,” including any URL, logo and approvals trademarks associated therewith, tenant books and records (excluding any materials that Seller is prohibited by applicable contracts or law from disclosing, any governmental attorney-client privileged materials, internal correspondence, reports and memoranda and similar proprietary or quasi-governmental agencyconfidential information (provided that, departmentfor the avoidance of doubt, boardthe foregoing exclusion shall not include, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively in Seller’s possession, any letter correspondence between Seller and any tenant under a Lease)) and due diligence materials delivered to Buyer, in each case, which benefits the Real Property, subject to Buyer’s compliance the Improvements, and/or the Personal Property (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that ”). Intangible Personal Property shall not include Seller’s interest in any items associated with cash, bank or other deposit accounts as well as all insurance and other claims arising prior to the Marina OperationsEffective Date or Seller’s name (including Seller’s name to the extent included in any of the foregoing). For the avoidance of doubt, Seller shall reasonably cooperate with Buyer makes no representation or warranty whatsoever that Seller has any interest in effecting an assignment and transfer any of the Intangible Personal Property, including, without limitation, the name “West Willows Technology Center” or any URL, logo or trademarks associated therewith. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal The Real Property, which then shall be described in Exhibit Fthe Improvements, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than Seller’s interest as lessor under the Marina Operations (collectively, Leases and the Intangible Personal Property are sometimes collectively hereinafter referred to as the “Service ContractsProperty.”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin Capital Net Lease REIT, Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall agrees to sell to Buyer, and Buyer shall agrees to purchase from Seller, all of Seller's right, title and interests in and to the “Property,” which is defined to meanfollowing:
(a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, The oil and more specifically gas prospects ("Prospects") as described in Exhibit A EXHIBIT A-1, attached hereto and incorporated herein by reference (the “Land”"Prospects");
(b) The leasehold in oil and gas leases ("Leases") and options to lease ("Options"), but only insofar as said Leases and Options cover the real property more specifically lands ("Lands") described in Exhibit B EXHIBIT A-1, attached hereto (the “Leasehold”) held and incorporated herein by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”)reference;
(c) All of Seller’s right, title and 's interest in all agreements and other rights of Seller that benefit or burden the improvementsLeases or Options (the "Contracts"), includingincluding any participating agreements, buildingsoperating agreements, parking areasletter agreements, recreational facilitiespooling or unitization agreements, landscapingfarmouts, fixtureseasements, area of mutual interest agreements, surface agreements, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants contracts as described on EXHIBIT A-2 or licensees) now situated on the Land appurtenant to Leases or the Leasehold(collectively, the “Improvements”)Lands;
(d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to fixtures located on the extent the same is Leases and used by Seller solely in connection with its ownership, management or the operation of the ImprovementsLeases ("Equipment") as described on EXHIBIT A-3;
(e) The files, the Leaseholdrecords, or the Land)data, appliancestitle opinions, toolsmaps, recreational equipmentlogs, carpeting geological data, and other floor coverings, window treatments, safes and other tangible personal property owned documentary information maintained by Seller pertaining to the Prospects, Leases and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon Options (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”"Records");
(f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained existing software used by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or interpretation of 3-D seismic data, all proprietary geophysical and seismic data in the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect possession of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operationProspects, maintenanceLeases, ownership or management of the LandLands and Options, the Leaseholdand those certain seismic licensing and sub-licensing agreements as set forth in EXHIBIT A-4, the Improvements or the Personal Property, other than the Marina Operations attached hereto and incorporated herein by reference (collectively, the “Service Contracts”"Seismic Data"). The parties further agree that nonproprietary seismic data in the possession of Seller relating to and necessary for the Prospects, Leases, Lands and Options that due to a contractual covenant cannot be transferred to Buyer as separately identified and set out in EXHIBIT A-4 hereof ("Restricted Seismic"), shall be subject to a purchase price adjustment as set forth in ARTICLE V herein;
(g) Office furniture and equipment as identified in EXHIBIT A-5, attached hereto and incorporated herein by reference (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement"Office Equipment"); and
k(h) All of Seller’s membership Computer/workstations identified in EXHIBIT A-6, (but excluding the computer terminals set forth in EXHIBIT 1(h),) attached hereto and voting interests incorporated herein by reference, used by Seller in connection with software to interpret the Little Potato Slough Mutual Water CompanySeismic Data set forth in 1(f) above ("3-D Workstations"). The Prospects, a California nonprofit mutual benefit corporationLeases, Options, Lands, Contracts, Equipment, Records, Seismic Data, Office Furniture and 3-D Workstations shall collectively be called the "Subject Interests."
Appears in 1 contract
Samples: Purchase and Sale Agreement (Benz Energy LTD /Can/)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall ASDSC will sell to Buyer, Kellstrom and Buyer shall Kellstrom will purchase from SellerASDSC those certain parcexx xx xxxl proxxxxx xxxated in Pearland, Brazoria County, Texas including the “Property,” which is defined to mean:
a) Land located near the City of Lodiland and all buildings, County of San Xxxxxxxstructures and other improvements situated thereon, State of California, and as more specifically particularly described in Exhibit A "A" attached hereto (the “Land”"Realty"), together with the following:
(a) All strips and gores of land lying adjacent to the Realty and owned by ASDSC, together with all easements, privileges, rights-of-way, riparian and other water rights, lands underlying any adjacent streets or roads, and appurtenances pertaining to or accruing to the benefit of the Realty;
(b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s ASDSC's right, title and interest in and to furniture, fixtures, equipment, machinery and personal property used in connection with the improvementsoperation of the Realty whether or not located on the Realty, including, buildingswithout limitation, parking areasall attachments, recreational facilitiesappliances, landscapingfittings, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on equipment (the Land or the Leasehold(collectively, the “Improvements”"Equipment");
d(c) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to To the extent the same is used by Seller solely in connection with its ownershipassignable, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s ASDSC's right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, platsdrawings, surveysrenderings, engineering studies applications to governmental authorities and all other architectural and engineering drawings for the Land, if any; warranties and guaranties issued work product made or produced in connection with the Improvements Realty or any future development thereof (the Personal Property; "Plans");
(d) To the extent assignable, all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development licenses and contract rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect pertaining to the ownership and/or operation of the Land Realty; and
(e) All other similar assets and properties (whether personal or real property) owned by ASDSC which are used or held for use in connection with the Improvements; all tenant lists, telephone Realty. The personal property items and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are fixtures referred to in this Agreement as Sections 1(a) through 1(e) inclusive are hereinafter sometimes collectively called the “Intangible "Included Personal Property,” provided that Intangible ". The Realty and the Included Personal Property shall not include any items associated with are hereinafter collectively called the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal "Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation".
Appears in 1 contract
Purchase and Sale. Subject Upon and subject to all of the terms and conditions hereof, the Sellers will sell, convey, transfer, assign and deliver to Purchaser and Purchaser will purchase from the Sellers, as a going concern, as of this Agreementand with effect from the beginning of business on the Closing Date, Seller shall sell all of the assets and properties owned, directly or indirectly, beneficially or of record, by the Sellers or to Buyerwhich the Sellers are entitled and belonging to or used in the Purchased Business of every kind and description, whether tangible or intangible, real, personal or mixed, and Buyer shall purchase from Sellerwheresoever situate (the "Acquired Assets"), the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described except those assets listed in Exhibit A attached Schedule 1.1 hereto (the “Land”"Excluded Assets"). Without limiting the generality of the foregoing, the Acquired Assets to be sold and purchased hereunder include:
(a) all cash, cash equivalents, investment securities, accounts receivable and miscellaneous receivables of the Purchased Business, including (but not limited to) billxxxx xxx collected, goods shipped and not billed and miscellaneous receivables relating to goods shipped and not yet billed;
(b) The leasehold in all of the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s Sellers' right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements membership interests owned by Seller’s tenants or licenseeseach Seller in Canfxxxx Xxxperties, L.L.C., a New Jersey limited liability company ("Properties") now situated on that owns the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s Real Estate and all right, title and interest in of Sellers under the Leases;
(c) all tangible personal propertyplants, including furniturebuildings, machinerystructures, apparatuserections, equipmentimprovements, building materialsappurtenances and fixtures situate on or forming part of the Real Estate;
(d) all fixed machinery and fixed equipment situate on or forming part of the Real Estate;
(e) all other machinery and equipment and all vehicles, suppliescomputers (hardware, signssoftware, documentation and manuals therefor), tools, decorationsspare parts, security systems, appliances, office handling equipment, inventoryfurniture, computer hardware furnishings, supplies and software (to accessories owned by the extent the same is Sellers and used by Seller solely in connection with its ownershipthe Purchased Business;
(f) the full benefit of all leases of machinery and equipment in which any Seller is lessee relating to the Purchased Business;
(g) all inventories of raw materials, work-in-process and finished goods and spare parts;
(h) all new and unused manufacturing, office, preventive maintenance, shipping and packaging supplies owned by the Sellers and relating to the Purchased Business;
(i) the full benefit of all franchise, license, management and non-compete agreements, and all other contracts or operation commitments to which the Sellers are entitled in connection with the Purchased Business including, without limiting the generality of the Improvementsforegoing, all unfilled orders received by the Leasehold, Sellers in connection with the Purchased Business; and all forward commitments to the Sellers for supplies or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used materials entered into in the operation, repair usual and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior the Purchased Business for use in the Purchased Business whether or not there are any written contracts with respect thereto;
(j) the full benefit of all licenses, registrations, permits and quotas used to carry on the expiration Purchased Business in its usual and ordinary course including, without limiting the generality of the Inspection Period foregoing, the licenses, registrations, permits and quotas listed or described on any Schedule hereto;
(hereinafter defined)k) all the right, Seller title, benefit and Buyer shall use reasonable efforts interest of the Sellers in and to agree upon all intellectual, industrial and prepare an inventory of proprietary rights including without limitation (i) all items constituting the Personal Propertyinventions, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting granted patents and any reissues thereof, (iii) copyrights, whether registered or unregistered, (iv) designs and industrial designs and all registrations and applications for registration therefor, (v) trademarks, service marks, trade names and any word, symbol, icon, logo or other indicia of origin adopted or used in connection with any product made or service provided in the Excluded Personal Purchased Business including, without limitation, the names "Canfxxxx Xxxhnologies" and "Environmental Alloys" and any derivation or variation thereof or name similar thereto, whether registered or unregistered, and rights to prevent unfair trading, (vi) trade secrets, confidential information and know-how, (vii) all applications and registrations for all of the foregoing, (viii) all licenses, including sublicenses to use intellectual, industrial or proprietary rights of third parties, and (x) all licenses, including sublicenses granted to third parties to use any of the foregoing, including, but not limited to, the Intellectual Property Items which shall be described assets identified in Exhibit C-2Schedule 2.8 hereto;
(l) the goodwill of the Purchased Business including, which will be attached without limiting the generality of the foregoing, the exclusive right of Purchaser to this Agreement andrepresent itself as carrying on the Purchased Business in continuation of and in succession to the Sellers and the right to use any words indicating that the Purchased Business is so carried on; and all records of sales, by this referencecustomer lists and supplier lists of, made or used in connection with, the Purchased Business;
(m) all prepaid expenses and deposits relating to the Purchased Business including, without limiting the generality of the foregoing, all prepaid taxes and water rates, all prepaid purchases of gas, oil and water, and all prepaid lease payments;
(n) all plans and specifications in the Sellers' possession or under its control relating to the plants, buildings, structures, erections, improvements, appurtenances and fixtures situate on or forming part of itthe Real Estate including, without limiting the generality of the foregoing, all such electrical, mechanical and structural drawings related thereto and all building location surveys for the Real Estate as are in the possession or under the control of the Sellers;
e(o) All all personnel records, inspection records, issued invoices, accounting and business records (except the Sellers' stock transfer books and records and minute books) and other records, books, documents and databases relating to the Purchased Business, the Acquired Assets and those employees who are, pursuant to the provisions of Seller’s rightthis Agreement, title to be employed by Purchaser as are in the possession or under the control of the Sellers; and
(p) all warranties and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring guaranties running to the benefit of Seller the Sellers. The Acquired Assets shall be transferred to Purchaser free and pertaining to clear of all Liens, except Liens for real or personal property taxes not yet due and payable on the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the LeaseholdClosing Date, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest except as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operationsotherwise provided herein.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject Seller agrees to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, Purchaser and Buyer shall Purchaser agrees to purchase from Seller, upon all of the “Property,” which is defined to meanterms, covenants and conditions hereinafter set forth, the following:
(a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “The Land”);
(b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvementsunconveyed Timeshare Units, including, without limitation, the buildings, parking areas, recreational facilities, landscaping, fixtures, sign structures and other structures and improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or (collectively referred to as the Leasehold(collectively, the “"Improvements”");
d(c) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materialsfurnishings, supplies, signsequipment and fixtures, toolscarpeting, decorations, security systemsinventory, appliances, office equipmentwater fountains, inventory, computer hardware elevators and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and all other tangible personal property of any type which is located on the Land and/or is used or useful in connection with any business operations of the improvements thereon or the repair and maintenance of the Land and Improvements, except for items located on the Land that are not owned by Seller, all of which are listed in Schedule 2(c) (collectively referred to as the "Personal Property");
(d) Easements and all other rights appurtenant to the Land including, without limitation, easements and rights-of-way for access, drainage, water, utilities and other purposes incident to the use of the Land and Improvements (collectively referred to as the "Appurtenances");
(e) All rights of the Seller in all building permits, certificates of occupancy and currently other permits, licenses, governmental approvals, and agreements which have been or are being utilized in connection with the ownership, operation, and maintenance of the Land and Improvements (collectively referred to as the "Licenses and Permits");
(f) Leases, tenancy agreements (but excluding any employment contracts) which exist with respect to the ownership, operation and maintenance of the Land, Personal Property and Improvements (collectively referred to as the "Leases and Contracts");
(g) Sellers' interest in the name "Planters Quarters" as well as any logos, signs, trademarks and other rights relating to said name, telephone number(s) of the Improvements and all intangible personal property used or useful in the operation, repair and maintenance of the Land Land, Improvements and Personal Property (collectively referred to as the "Intangible Property");
(h) All records concerning the operation of the Property including but not limited to accounting books and records applicable thereto (collectively referred to as the "Records");
(i) All architectural drawings of the Improvements and situated thereon plans and specifications (collectivelye.g., the “Personal Property”)including but not limited to structural, with the exception of certain items which Seller uses electrical, plumbing, landscaping, etc.) utilized in the Marina Operations, development of the Land and any items that are not essential to the ownership, management, repair, maintenance or operation construction of the Improvements or the Land or the Leasehold (collectively referred to as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”"Plans"). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e(j) All of Seller’s rightmanufacturers, title sales and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining service warranties applicable to the Land, if any, including any water or mineral rights owned by or leased Personal Property and Improvements (collectively referred to Seller, if any (together with as the Land, the Leasehold, and the Improvements, the “Real Property”"Warranties");
f(k) All of Seller’s right, title contracts with Timeshare owners and interest in rights and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereofremedies thereunder;
g(l) All receivables owing to Seller at time of Seller’s rightClosing, title and interest as Lessor in any leases or other occupancy agreementsincluding but not limited to payments owed by Timeshare Unit purchasers, contracts or reservations for For purposes of this Agreement, the use or occupancy conveyance of the foregoing property shall be deemed to be all inclusive and no Land, Improvements, Personal Property, other than Appurtenances, Licenses and Permits, Leases and Contracts, Intangible Property, Records, Plans and Warranties (collectively referred to herein as the dry "Property" shall be excluded, except as may be excluded by written consent of the Purchaser. The transfer of the items described in sub-paragraphs (k) and wet slip leases included (l) shall be without recourse, which the parties agree and acknowledge means that Purchaser shall have no recovery against Seller in the Marina Operations event of non-payment of amounts due and owing under the contracts described in sub-paragraph (as depicted on k) or non-payment of the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller receivables described in subparagraph (the “Leases”1). The Leases Purchaser shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All as of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items assume the Leases and Contracts, in instances in which the other party to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable contract consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable its best efforts to agree uponobtain such consents. Purchaser shall not assume Seller Marketing Agreement with RBC Enterprises, and prepare a schedule of Intangible Personal PropertyInc., which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationdated ___________.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resort Investment LLC)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, the Seller shall sell sell, assign, deliver and transfer to Buyerthe Purchaser free and clear of all Liens (other than Permitted Liens), and Buyer the Purchaser shall purchase from the Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelyClosing Date, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right all of way, alley or road abutting the Land or the Leasehold property and assets relating to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, Operations (other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paperExcluded Assets), any card key depositswhether movable or immovable, reservation depositscorporeal or incorporeal, of every kind and any prepaid rentdescription and wheresoever situated, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations going concern (collectively, the “Service ContractsPurchased Assets”), including:
(1) all Owned Real Property together with the buildings, structures, improvements and appurtenances situate thereon;
(2) all rights as lessee in the Leased Real Property and under the Real Property Leases together with the Seller’s interest in all fixtures and leasehold improvements located on the Leased Real Properties;
(3) all fixtures owned by the Seller, including all fixed machinery and fixed equipment, situated on the Owned Real Property or the Leased Real Property;
(4) all other machinery and equipment and all vehicles, tools, handling equipment, furniture, furnishings, computer hardware and peripheral equipment, supplies and accessories, spare parts and other tangible property normally situated on the Owned Real Property or the Leased Real Property or used primarily in connection with the Operations, in each case, owned by the Seller;
(5) all leases (and all rights and benefits thereunder) of machinery and equipment and other tangible property normally situated on the Owned Real Property or Leased Real Property or used primarily in connection with the Operations, to which, in each case, the Seller is a party;
(6) the Tenures and Ancillary Forestry Authorizations and all Tenure Related Assets;
(7) the Lumber Xxxxx and Woodland Operations;
(8) the Newsprint Mill;
(9) the Forest Roads;
(10) all Inventory other than Retained Inventory;
(11) all Free Market Timber;
(12) all production, shipping and packaging supplies relating to the Operations (but only subject to the rights in respect thereof set forth in the Transition Services Agreement);
(13) all Contracts or commitments relating primarily to the Operations (and all rights and benefits thereunder), including:
(a) all unfilled orders received by the Seller in connection with the Operations;
(b) all forward commitments by the Seller for supplies or materials entered into in the usual and Ordinary Course of the Operations for use in the Operations; and
(c) those listed in Section 2.1(13) of the Disclosure Letter;
(14) all Permits applicable to the Operations and its operation in its usual and Ordinary Course, including the Permits listed or described in Section 2.1(14) of the Disclosure Letter, except such Permits that are not assignable or transferable by the Seller to the Purchaser pursuant to applicable Laws;
(15) all of the interests in the share capital or ownership interests owned by the Seller in the SFL Holdcos and listed in Section 2.1(15) of the Disclosure Letter (the “SFL Shares”);
(16) all Intellectual Property owned by the Seller and belonging to or primarily used in the Operations (the “Owned Intellectual Property”), including the Owned Intellectual Property listed in Section 2.1(16) of the Disclosure Letter;
(17) all Intellectual Property not owned by the Seller but belonging to or used in the Operations (the “Licensed Intellectual Property”), including the Licensed Intellectual Property listed in Section 2.1(17) of the Disclosure Letter;
(18) all of the goodwill attributable to the Operations, together with the right for the Purchaser to represent itself as carrying on the Operations in succession to the Seller;
(19) all prepaid expenses and deposits (including Tenure Deposits) relating to the Operations;
(20) the net surplus position of the Assumed Benefit Plans;
(21) all rights and Claims under all warranties and guarantees in respect of any of the Purchased Assets;
(22) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including the right to xxx and recover) against third parties relating to the Operations, other than related to Duties paid by Seller prior to the Closing Date;
(23) any benefits payable under Insurance Policies relating to the Operations or the Purchased Assets relating to damages or losses assumed by the Purchaser (and not indemnifiable by Seller pursuant to Article 10) unless and only to the extent Seller’s obligations thereunder are expressly assumed that the Seller has expended money to rectify the matter which is recoverable by Buyer the Seller under such insurance claim; and
(24) all Books and Records, including all correspondence, personnel records, inspection records, and other records, books, documents and data bases recorded or stored by means of any device, including in electronic form, relating solely to the Operations, the Purchased Assets and those employees who are, pursuant to the terms provisions of this Agreement); and
k) All of Seller’s membership and voting interests , to be employed by the Purchaser as are in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationpossession or under the control of the Seller (or the part thereof relating to the Operations).
Appears in 1 contract
Samples: Asset Purchase Agreement (Rayonier Advanced Materials Inc.)
Purchase and Sale. Subject to all of Upon the terms and conditions of this and in reliance upon the representations, warranties and agreements set forth herein and in the hereinafter defined Indemnity Agreement, Seller shall sell the Underwriters hereby agree to Buyerpurchase from the Issuer, and Buyer shall purchase from Sellerthe Issuer hereby agrees to sell and deliver to the Underwriters, the “Property,” which is defined to mean:
aall (but not less than all) Land located near the City of LodiThe Industrial Development Authority of Sumter County Exempt Facilities Revenue Bonds (Enviva Inc. Project), County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto Series 2022 (the “LandBonds”);
b, at the purchase price of $247,260,927.01 (which is equal to the aggregate principal amount of the Bonds less an underwriting discount of $2,739,072.99). The Issuer acknowledges and agrees that: (i) The leasehold in the real property more specifically described in Exhibit B attached hereto (purchase of the “Leasehold”) held by Seller Bonds pursuant to that certain Xxxxx # XXX 0000.0 dated January 1this Purchase Agreement is an arm’s-length commercial transaction among the Issuer, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixturesCompany, and the Underwriters; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as a principal and are not acting as the agent, advisor, fiduciary or Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended) of the Issuer or the Company; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Issuer or the Company with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other improvements services or are currently providing other services to the Issuer or the Company on other matters) and the Underwriters have no obligation to the Issuer or the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Agreement; and (excluding fixtures iv) the Issuer has consulted its own legal, financial and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (advisors to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operationsit has deemed appropriate.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject Seller agrees to all of sell and convey and Buyer agrees with Seller to purchase and pay for the Interests (as defined in Section 1.02 below), subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:.
(a) Land located near The entire or undivided interest of Seller in and to the City of Lodi, County of San Xxxxxxx, State of California, leasehold estates and more specifically mineral rights created by all leases and other agreements described in Exhibit A attached hereto “B” and/or covering the lands described in Exhibit "B" regardless of whether the actual oil and gas leases or other agreements are described in Exhibit "B" (herein called the “Leases”), insofar as the Leases and/or xxxxx cover and relate to rights from the surface of the earth down to, but not below, the base of the San Xxxxxx Formation underlying the tracts of land described in Exhibit “B” (herein called the “Land”);, together with corresponding undivided interests in and to all the property and rights incident thereto, including, to the extent transferable, all agreements, product purchase and sale contracts, leases, permits, rights-of-way, easements, farmouts, options and orders relating thereto; but specifically excluded are all fee mineral interests, royalty interests and overriding royalty interests; and
(b) The leasehold entire or undivided interest of Seller in and to all of the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware fixtures and software (improvements appurtenant to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting Leases and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold Lands insofar as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued used or obtained in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect operation of the Land Leases insofar as they cover the Lands or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials relate to the extent they relate exclusively to the Propertyproduction, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer treatment, sale or disposal of any governmental hydrocarbons or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership water produced therefrom or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationattributable thereto.
Appears in 1 contract
Purchase and Sale. Subject Seller hereby agrees to all of sell and convey to Buyer and Buyer hereby agrees to purchase from Seller on the “Closing Date” (as defined below), subject to the terms and conditions of this Agreement, Seller shall sell all of Seller’s right, title, estate and interest in and to Buyer, and Buyer shall purchase from Seller, all of the “Property,” which is defined to meanfollowing:
a) Land 1.1 the fee simple interest in and to those tracts or parcels of land located near the City of Lodiat 0000 Xxxx 00xx Xxxxxx, County of San XxxxxxxXxxxxxxxx, State of CaliforniaXxxxxxxx Xxxxxx, Xxxx, and more specifically particularly described in on Exhibit A attached hereto (the “Land”);
b) The leasehold in 1.2 all rights, privileges and easements appurtenant to the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1Land, 1999including, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All without limitation, all of Seller’s right, title and interest interest, if any, in and to all minerals, oil, gas and other hydrocarbon substances in, on or under the improvementsLand, includingall development rights, buildingsair rights, parking areas, recreational facilities, landscaping, fixtureswater rights and water stock owned by Seller relating to the Land, and all easements, rights of way or other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All appurtenances of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is Seller used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting beneficial use and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance enjoyment of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real PropertyAppurtenances”);
f) All 1.3 all of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title all improvements and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted fixtures located on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: , all databases buildings and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for structures presently located on the Land, if any; warranties all apparatus, equipment and guaranties issued appliances used in connection with the Improvements operation or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management occupancy of the Land, such as heating, air conditioning, and lighting systems and other facilities used to provide any utility services, refrigeration, ventilation, garbage disposal, or other services on the LeaseholdLand, excluding trade fixtures owned by tenants or other occupants of the Land (all of which are collectively referred to as the “Improvements” and each parcel or tract of Land, together with the Appurtenances associated therewith and the Improvements located thereon, are hereinafter sometimes individually referred to as the “Real Property”;
1.4 all tangible personal property now or hereafter owned by Seller and located on or in, or used in connection with, the Improvements Real Property, excluding tangible personal property owned by tenants or other occupants of the Real Property (the “Personal Property”).
1.5 all leases, licenses and other than occupancy agreements together with all associated amendments, modifications, extensions or supplements thereto set forth on the Marina Operations attached Schedule 1.5(a) and any other lease, license or occupancy agreement entered into in accordance with the terms of this Agreement prior to the Closing Date (collectively, the “Service ContractsLeases”) with all persons or entities occupying the Real Property or any part thereof pursuant to the Leases (but only “Tenants”), together with all deposits held in connection with the Leases, including, without limitation, all security deposits, prepaid rent, guaranties, letters of credit and other similar charges and credit enhancements providing additional security for the Leases, as set forth on the attached Schedule 1.5(b) (“Security Deposits”);
1.6 to the extent Seller’s obligations thereunder are expressly assumed assignable, all intangible personal property now or hereafter owned by Seller and used in the ownership, use, operation, occupancy, maintenance or development of the Real Property and Personal Property, including, without limitation (a) all licenses, permits, certificates, approvals, authorizations and other entitlements issued (the “Permits”); (b) all reports, test results, environmental assessments, surveys, plans, specifications (the "Plans”); (c) all warranties and guaranties from manufacturers, contractors, subcontractors, suppliers and installers (“Warranties”); (d) all trade names, trademarks, service marks, building and property names and building signs used in connection with the Real Property and all variations thereof (the “Tradenames”); (e) all telephone numbers, domain names, e-mail addresses and other means of contact utilized in connection with the Real Property; and (f) all other intangible property related to the Real Property, excluding the “Excluded Intangible Property” (hereafter defined) (collectively the “Intangible Property”);
1.7 To the extent approved by Buyer pursuant to Section 5.2.3, all “Service Contracts” (as defined below). The Real Property, the terms of this Agreement); and
k) All of Seller’s membership Personal Property, the Leases, the Security Deposits, the Intangible Property and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.Service Contracts are hereinafter referred to as the “Property”
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Purchase and Sale. Subject to all of Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Seller shall sell Buyer agrees, and agrees to cause the relevant Designated Buyers, to purchase from Alpha Natural Resources (or, in the case of legal title to the Specified Assets, the applicable ANR Subsidiaries), and Alpha Natural Resources agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer, or the relevant Designated Buyers, at the Closing, free and Buyer shall purchase from Sellerclear of all Encumbrances, other than Permitted Encumbrances, all of Alpha Natural Resources’ (or, in the case of legal title to the Specified Assets, the “Property,” which is defined to mean:
aapplicable ANR Subsidiaries’) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in, to and under the following assets and properties, in each case that are owned, held or used by the Sellers and their Affiliates in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements conduct of the Purchased Business (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelytogether, the “ImprovementsPurchased Assets”)):
(a) the Owned Real Property;
d(b) All of Seller’s right, title (i) the Leases (including all prepaid royalties and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Landun-recouped minimum royalties thereunder), appliances, tools, recreational equipment, carpeting other than the Excluded Leases and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon subject to Section 7.12 (collectively, the “Personal PropertyAssumed Leases”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Leased Real Property (other than the Leased Real Property subject to the Excluded Personal Property Items which shall be described in Exhibit C-2Leases) (clauses (i) and (ii), which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvementscollectively, the “Purchased Leased Real Property”);
(c) all equipment, fixed assets and other tangible assets (including all mobile mining equipment, parts, supplies, tires and components) owned by any Seller or any of its Affiliates (wherever situated) and all other equipment, fixed assets and tangible assets located at the Sellers’ and their respective Affiliates’ loadouts, preparation plants, active mining areas, reclamation areas and coal storage areas, in each case that are owned and used or held for use primarily in the conduct of the Purchased Business by the Sellers and their Affiliates, and all of the Sellers’ and their respective Subsidiaries’ rights under warranties, indemnities, licenses and all similar rights against third parties with respect to the equipment, fixed assets and tangible assets referenced in this clause (c) (to the extent such rights are assignable at no cost, expense or penalty to the Sellers or their Affiliates, or at Buyer’s election if Buyer agrees to pay for such cost, expense or penalty), but excluding the Specifically Excluded Assets (collectively, the “Equipment and Fixed Assets”);
(d) unrestricted cash and cash equivalents to the extent necessary to satisfy the Liquidity Condition (the amount of cash and cash equivalents so delivered, the “Included Cash”);
(e) all accounts receivable, notes, chattel paper, negotiable instruments, receivables (whether current or non-current) and other current assets (subject to Section 2.02(a)) of the Sellers and their Affiliates primarily related to the Purchased Business (the “Accounts Receivable”);
(f) All of Seller’s all coal inventory and gas located on, or mined or extracted from, the Purchased Real Property, including all coal inventory calculated in accordance with Section 2.07;
(g) all right, title and interest of the Sellers’ and their respective Affiliates’ now or hereafter existing, in, to and under (i) the Contracts listed on Schedule 2.01(g) (as such schedule may be modified pursuant to Section 2.05, collectively, the “Assumed Contracts”) and (ii) such other Contracts entered into by a Seller or any Affiliate of a Seller in the ordinary course of business after the date hereof as permitted pursuant to Section 5.01 and Section 5.02 and added to Schedule 2.01(g) by Buyer pursuant to Section 2.05, in each case, as each such Contract may have been amended or otherwise modified prior to the date of (or as permitted in accordance with the terms of) this Agreement;
(h) all deposits (including (i) security deposits for rent, electricity, telephone, other utilities or otherwise and (ii)(A) the cash collateral securing the letters of credit issued in favor of Summitpoint Insurance Company (Brickstreet Mutual Insurance Company) and Self-Insurance Division Bureau of Workers’ Compensation (PA), which cash collateral, as of the date hereof, was equal to $4,190,000 and $14,200,000, respectively, and (B) the cash collateral securing the letter of credit issued in favor of Western Surety, to the extent a replacement letter of credit is issued by application of Buyer or any of its Subsidiaries, which replacement letter of credit and cash collateral will be equal to $2,139,000 (it being understood that the Parties will cooperate to cause such a replacement letter of credit to be issued in the amount of $2,139,000), and, for the avoidance of doubt, in each case of this clause (ii), such cash collateral will not be considered unrestricted cash or cash equivalents) and all prepaid or deferred charges and expenses, including ad valorem taxes, leases and rentals, in each case to the extent provided or paid in connection with the Purchased Business (but excluding any deposits or prepaid or deferred charges and expenses to the extent relating to any street, right of way, alley Excluded Asset or road abutting the Land or the Leasehold to the center lines thereofany Excluded Liability);
g(i) All of Seller’s rightsubject to Section 7.03 and Section 7.12, title the Permits and interest as Lessor in any leases or other occupancy agreementsthe Licenses set forth on Schedule 3.07 (together, contracts or reservations for the use or occupancy “Transferred Permits/Licenses”);
(j) all rights of the PropertySellers and their Affiliates to use haul roads, utility easements and other than the dry rights of way and wet slip leases included easements used or held for use in the Marina Operations (as depicted on operation of the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached heretoPurchased Business;
h(k) All of Seller’s right, title the Sellers’ and interest their Affiliates’ interests in Dominion Terminal Associates;
(l) all books, records, and rate lists files, personnel files (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
irelating to Transferred Employees and reasonably required by Buyer to comply with its obligations under Article 9) All of Seller’s rightinvoices, title market research, customers, distributors and interest suppliers lists, promotional materials and other papers, whether in all intangible personal propertyhard copy or computer format, in its possession, each case to the extent related to the LandPurchased Assets or the Purchased Business, including, without limitation: including any information relating to any Tax imposed on the Purchased Assets or the Purchased Business (subject to Section 2.02(g));
(m) all databases and mailing lists Intellectual Property Rights used or held for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued use primarily in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect conduct of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Purchased Business (collectively, the “Service ContractsPurchased Intellectual Property”), including: (i) the trademarks, trade names, service marks, domain names, patents and copyrights (but only including any issuances, registrations or applications for registration of any of the foregoing) set forth in Schedule 2.01(m), and (ii) to the extent Seller’s obligations thereunder are expressly assumed not included in Section 2.01(g) above, all rights granted from third parties relating to any Intellectual Property Rights used or held for use primarily in connection with the conduct of the Purchased Business;
(n) subject to Section 6.03, all Avoidance Actions against the Persons set forth on Schedule 2.01(n) (which Schedule shall (i) not include Buyer or any current or former lenders under the Credit Agreement in their capacity as such, and (ii) be delivered by Buyer on or prior to the Closing Date) with whom it is necessary, as determined by Buyer in its discretion, for Buyer to conduct business in order to operate the Purchased Business, each of which will be released and waived in the Confirmation Order;
(o) all insurance proceeds, reserves, benefits or claims of any Seller or its Subsidiaries under the Insurance Policies to the extent relating to the Assumed Liabilities, the Purchased Assets or the Purchased Business;
(p) all goodwill;
(q) all claims, causes of action (other than Avoidance Actions), choses in action and rights of recovery, off-set and subrogation against third Persons, to the extent related to the Purchased Business;
(r) all demands, reimbursements and rights of whatever nature, to the extent related to the Purchased Assets or any Assumed Liability (including rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment or components thereof, or arising from the terms breach by third parties of this Agreementtheir obligations under the Assumed Contracts);
(s) the assets set forth on Schedule 2.01(s) (for the avoidance of doubt, the assets set forth on Schedule 2.01(s) shall be considered Purchased Assets);
(t) all rights of Sellers and their Affiliates under non-disclosure, or confidentiality, non-compete or non-solicitation agreements to the extent related to the Purchased Business;
(u) all other assets of Sellers or their Affiliates, except for assets that are specifically excluded in any of the foregoing clauses or in Section 2.02, primarily related to the Purchased Business; and
k(v) All any and all Actions or counterclaims relating to any of Seller’s membership the foregoing Purchased Assets and voting interests any Assumed Liabilities. It is the intention of the Parties that Buyer or the relevant Designated Buyers acquire, lease or sublease all assets, properties and rights of Sellers or their Affiliates necessary for the operation of the Purchased Business as presently conducted, including all mining, processing, loading, transporting, marketing, and selling of coal and all reclamation activities, and the development, drilling, extraction, processing, loading, transporting and selling of natural gas (other than with respect to natural gas in or related to the PLR Complex), but excluding the Specifically Excluded Assets. Subject to Section 2.05(c), if, within twelve months after the Closing it is discovered that any assets, properties or rights of Sellers or their Affiliates, or ReorgCo and its Subsidiaries, including rights under Contracts and fractional real property interests, owned, leased or subleased by the Sellers or any of their Affiliates, other than the Specifically Excluded Assets, were not included in the Little Potato Slough Mutual Water CompanyPurchased Assets to be sold to Buyer or the relevant Designated Buyers, and such assets, properties or rights, individually or in the aggregate, are needed to be included as Purchased Assets in order to make the representation in Section 3.09(b) true in all respects, then the Sellers or their Affiliates, or ReorgCo and its Subsidiaries, as applicable, shall assign, convey, lease or sublease, as applicable, such assets, properties or rights to Buyer or the relevant Designated Buyers, in each case upon the reasonable request of Buyer and to the extent permitted by Applicable Law; provided, however, this obligation shall not include the assignment, conveyance, lease or sublease of any Specifically Excluded Asset other than any Contracts which the Parties may mutually agree were omitted from Schedule 2.01(g) in error and shall not require the payment by any Seller of any consent or related fee to the extent the consent of a California nonprofit mutual benefit corporationthird party is required for such assignment or conveyance. If any controlled Affiliate of the Sellers owns any asset, property or right that would have been a Purchased Asset if such Affiliate had been a Seller hereunder, the provisions of this paragraph shall apply to such asset, property or right regardless of whether it is necessary for the operation of the Purchased Assets. In the event that any Purchased Asset is not transferred and delivered to Buyer (or the relevant Designated Buyer) at Closing either because it was not or could not be transferred by the applicable ANR Subsidiary to Alpha Natural Resources in the Subsidiary Transfers or because it otherwise was not or could not be transferred by Alpha Natural Resources at the Closing, the applicable Party or Parties will transfer and deliver such Purchased Asset to Buyer (or the relevant Designated Buyer) as promptly thereafter as possible. For the avoidance of doubt, the Purchased Assets to be sold, transferred, assigned and delivered by Alpha Natural Resources include its right to the Specified Assets as described in Section 5.13(c).
Appears in 1 contract
Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.)
Purchase and Sale. Subject to all of Upon the terms and subject to the ----------------- conditions of this Agreement, Cambridge hereby purchases from Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All hereby sells, transfers, assigns and delivers to Cambridge, all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right the assets and properties of way, alley or road abutting the Land or the Leasehold Seller which are Attributable to the center lines thereof;
g) All RPD Business, wherever located, whether tangible or intangible, real or personal, whether owned directly or indirectly, other than the Excluded Assets (all the assets and properties to be transferred to Cambridge by Seller pursuant to this Agreement are referred to collectively herein as the "Purchases Assets"). Without limiting the foregoing, the Purchased Assets include all of Seller’s 's right, title and interest in, to and under the following (expect as Lessor in otherwise specified herein and other than those which are Excluded Assets):
(a) the Shelbyville Facility together with all buildings, fixtures and improvements erected thereon and appurtenances thereto (the "Shelbyville Real Property");
(b) the Shadeland Lease and the Rushville Lease (the "Leased Property");
(c) (i) all machinery, equipment, tooling, dies, furniture, office equipment, communications equipment, vehicles, spare and replacement parts and other similar tangible personal property Attributable to the RPD Business (collectively, the "Equipment") including, without limitation, all such property used or held for use by Seller at the RPD Facilities and (ii) the Xxxxxx RPD Equipment and Farmingtion Hills RPD Equipment;
(d) (i) all raw materials, work-in-process, finished goods, supplies, spare parts, samples and stores Attributable to the RPD Business (collectively, the "Inventory") including, without limitation, all such items used or held for use by Seller at the RPD Facilities, and (ii) the Xxxxxx RPD Inventory;
(e) all contracts, agreements, options, personal property leases, licenses, sales and purchase orders, commitments and other instruments of any leases kind, whether written or oral, to which Seller is a party and which are Attributable to the RPD Business (collectively, the "Contracts");
(f) all quotations, bids and proposals made or received by Seller and Attributable to the RPD Business (collectively, "Bids");
(g) all accounts receivable and receivables of Seller with respect to customer tooling ("Tooling Receivables") together with any unpaid interest or fees accrued thereon or other occupancy agreementsamounts due with respect thereto, contracts which are Attributable to the RPD Business;
(h) all xxxxx cash of Seller located at the RPD Facilities ("Xxxxx Cash");
(i) all rights, claims, credits, causes of action, rights of set off, indemnity rights, defenses and warranty and other claims of Seller against third parties which are Attributable to the RPD Business, whether accrued to or reservations for to accrue, including, without limitation, claims under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and other third parties;
(j) all prepaid charges and expenses of Seller Attributable to the use RPD Business;
(k) all licenses, permits, approvals, certificates, consents, orders or occupancy of other authorizations issued or granted to Seller by an Governmental Authority and Attributable to the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller RPD Business (the “Leases”"Permits"). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h(l) All originals or copies of Seller’s right, title and interest in all books, records, files, books of account, invoices, engineering information, sales and rate promotional literature, manuals, sales and purchase correspondence, lists (of suppliers and customers, personnel and employment records of Transferred Employees, and accounting, marketing, engineering and manufacturing documentation, whether in electronic format hard copy or reduced to paper)computer format, any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related Attributable to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement)RPD Business; and
k(m) All of Seller’s membership and voting interests in subject to rights held by third parties that have been licensed by the Little Potato Slough Mutual Water CompanySeller prior to the Closing Time, a California nonprofit mutual benefit corporationthe RPD Intellectual Property.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cambridge Industries Inc /De)
Purchase and Sale. Subject Seller agrees to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, Purchaser and Buyer shall Purchaser agrees to purchase from Seller, Seller the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, following property and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements rights owned by Seller’s tenants :
(a) the Realty, together with all easements, privileges, rights to lands lying under any adjacent roadways, and all other appurtenances pertaining to or licensees) now situated on accruing to the Land or benefit of the Leasehold(collectively, the “Improvements”)Realty;
d(b) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller located on and currently used exclusively in the operation, repair and maintenance operation of the Land and Realty, but excluding any personal property belonging to any tenant in the Improvements and situated thereon Realty (collectively, the “Personal Property”);
(c) all transferable licenses or permits, with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential pertaining to the ownership, management, repair, maintenance or ownership and/or operation of the Improvements Realty and held by, or issued or granted to, Seller prior to the Land Closing; and all existing transferable warranties or guaranties which will extend beyond the Leasehold as Closing issued to Seller in connection with the same are currently ownedbuilding systems, managedequipment and/or the Realty, repaired, maintained and operated the name “Springs Office Building” (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real PropertyIntangibles”);
f(d) All all assignable service contracts in connection with the maintenance and operation of Seller’s right, title the Realty which will extend beyond the Closing Date and interest in and to any street, right of way, alley or road abutting which are listed on Exhibit “B” hereto (the Land or the Leasehold to the center lines thereof;“Contracts”); and
g(e) All all of Seller’s right, title and interest as Lessor landlord in all leases, lease amendments, lease guaranties and other agreements (“Leases”) with all persons leasing, using or occupying the Realty or any leases or other occupancy agreementspart thereof (“Tenants”), contracts or reservations for a complete list of which is incorporated into the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) rent roll attached hereto as Exhibit D) which shall be retained by Seller (the “LeasesC”). The Leases shall include Realty and all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title other property and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above described in this subsection (i), collectively, Paragraph 2 are hereinafter collectively referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NTS Realty Holdings Lp)
Purchase and Sale. (a) Subject to all of the terms and conditions of this Agreement, Seller shall sell in the event that the Option is exercised by the Buyer, at the Closing, each of the Sellers will sell, convey, assign, transfer and deliver or cause to be sold, conveyed, assigned, transferred and delivered to the Buyer, and the Buyer shall purchase will purchase, acquire and accept from Sellereach of the Sellers, the “Property,” which is defined to mean:
a) Land located near the City all of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s rightsuch Sellers' respective rights, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest interests in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest Assets as Lessor set forth in any leases or other occupancy agreements, contracts or reservations for the use or occupancy Section 1.2 of the PropertyDisclosure Schedule, free and clear of all Liens, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the LandPermitted Liens, including, without limitation: , the following:
(i) all databases personal property owned and mailing lists for past used in the operation of the existing bulletin, junior poster, eight-sheet painted walls or any other outdoor advertising displays (the "Displays") as are more fully described by location in Section 1.2(a)(i) of the Disclosure Schedule, including all sign struc- tures and present clients any fixtures and customers for the previous two years; leasehold interests in sign structures, and all plans and specificationslights, site planselectrical hook ups, plats, surveys, engineering studies catwalks and other architectural appurtenant equipment related thereto;
(ii) all of the real property owned in fee (the "Owned Real Property") and engineering drawings for the Landany rights in and to all facilities, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consentseasements, authorizations, bonds, variances or waiversrights-of-way, licenses, permits and other appurtenances thereunto belonging and all buildings, facilities, structures, fixtures, leasehold and other improvements located thereon;
(iii) all of the rights and incidents of ownership in and to all leases, including Sign Location Leases for the locations listed on Section 1.2(a)(iii) of the Disclosure Schedule and all leases and subleases for real property and any rights in and to all easements, rights-of-way, licenses, permits and other appurtenances thereon belonging and all buildings, facilities, structures, fixtures and leasehold improvements located thereon and any prepaid ground rents thereunder;
(iv) all rights and entitlement in and to the advertising contracts (the "Advertising Contracts") related to the Business;
(v) all necessary and requisite consents, permits, utility rightslicenses, development rights and franchises, approvals from or authorizations (including any vegetation removal permits) of any governmental or quasi-governmental agencyregulatory agency or authority, department, board, commission, bureau or other entity or instrumentality solely including in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Xxxxxx Owned Properties (collectively, the “Service Contracts”"Permits");
(vi) (but only any complete or partially complete Displays and any Sign Location Leases, Advertising Contracts or Permits, as well as any perfected or partial right, title, interest, or expectancy in any location where either of the Sellers has planned, contemplated or worked upon the possibility of outdoor advertising at any time prior to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms date of this AgreementAgreement but which have not yet been con- structed (as more fully described in Section 1.2(a)(v) of the Disclosure Schedule);
(vii) all accounts and other receivables and prepaid expenses arising after the Closing;
(viii) all raw materials, work-in process, finished goods, supplies and other inventories and fixtures and the leasehold improvements, plant and equipment located on any of the Real Properties;
(ix) all rights in, to and under all other contracts, licenses, leases, commitments, purchase orders, entitlement and other agreements, whether oral or written;
(x) all rights under any non-compete agreements, including those set forth in Section 1.2(a)(x) of the Disclosure Schedule; and
k(xi) All all customer lists of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.whatever nature;
Appears in 1 contract
Samples: Option and Asset Purchase Agreement (Universal Outdoor Holdings Inc)
Purchase and Sale. Subject Seller agrees to all sell to Purchaser and Purchaser agrees to purchase from Seller on or before the 1st day of May, 1998, that certain parcel of real property (the "LAND") located in Deadwood, South Dakota, commonly known as the Deadwood Gulch Resort consisting of the terms and conditions hotel, restaurant, convenience store, convention center, RV park/campground, Gulches of Fun amusement center, all comprising the Deadwood Gulch Resort as more particularly described in Exhibit "A" attached to this Agreement, Seller shall sell to Buyer, together with the following property and Buyer shall purchase from rights owned by Seller, the “Property,” which is defined to mean:
: (a) Land all improvements located near on the City of LodiLand, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, including all buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements structures and facilities (excluding fixtures and other improvements owned by Seller’s tenants or licenseesthe "IMPROVEMENTS") now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of [the Land and the Improvements are hereinafter collectively referred to as the "REALTY"]; (b) all fixtures, equipment, gaming devices, machinery, furnishings, and situated thereon (collectively, the “Personal Property”), with the exception items of certain items which Seller uses personal property located on and used in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently ownedRealty and owned by Seller, managed, repaired, maintained except goods and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions fuel held for sales in the ordinary course of Seller’s business's business which shall be sold as provided in Part 12(d) hereof (the "PERSONALTY"); (c) all on-sale, package, liquor, wine and beer licenses used on the premises including all City of Deadwood and State of South Dakota liquor licenses as follows: retail (on-sale) liquor license no. Prior CL-15404, retail (off-sale) liquor license no. PL-4522, retail (on-sale) wine license no. RW-6401, retail on-off sale malt beverage license RB-3536 (Gulches of Fun), and retail on-off sale malt beverage license RB-2609 (Motel); (d) all of Seller's interest, as landlord, in and to all leases for space in the Realty (the "LEASES"); (e) all contract rights pertaining to the expiration ownership and operation of the Inspection Period Realty which are assignable and would affect the Property after closing, if any (hereinafter definedthe "CONTRACTS"), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (iif) all items constituting intangible rights pertaining to the Excluded Personal Property Items which shall be described in Exhibit C-2ownership and operation of the Realty, which will be attached to this Agreement andif any, by this reference, made part of it;
e) All of Seller’s including without limitation any right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right the names "Deadwood Gulch Resort" and "Gulches of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Fun" (collectively, the “Service Contracts”) (but only "INTANGIBLES"). The Realty and all of the other property and rights described in this paragraph 1 are hereinafter collectively referred to as the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation"PROPERTY".
Appears in 1 contract
Samples: Purchase and Sale Agreement (Full House Resorts Inc)
Purchase and Sale. Subject 1.01 Seller agrees to all of the terms sell and conditions of this Agreement, Seller shall sell to Buyer, convey and Buyer shall agrees to purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All pay for all of Seller’s right, title and interest in and to the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements following (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, collectively the “ImprovementsInterests”);):
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
fa) All of Seller’s right, title and interest in and to any streetthe oil and gas leases described in Exhibit A attached hereto (the “Leases”), right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All along with all of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for and to the use or occupancy of lands covered by the Property, other than Leases and the dry and wet slip leases included lands described in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller “A” (the “LeasesLand”). The , together with all of Seller’s interests in and to all the property and rights incident to the Leases shall include and Land, including all leases for of Seller’s rights in, to and under all agreements including the restaurantWrangler Prospect Participation Agreement dated November 15, boat service providers2004, product purchase and tenant farmers. The sale contracts, leases, permits, rights-of-way, easements, licenses, farmouts, options and division orders insofar as they relate to the Leases are listed on Exhibit E, attached hereto;and Land.
h(b) All of Seller’s right, title and interest in all books, recordsand to the xxxxx described in Exhibit “B” (the “Xxxxx”), and rate lists related equipment, personal property, fixtures and improvements on the Land as of the Effective Time, hereinafter defined, appurtenant thereto or directly used or obtained in connection with the Xxxxx or with the production, treatment, sale or disposal of hydrocarbons or waste produced therefrom or attributable thereto (whether the “Equipment”).
(c) All other leasehold interests, royalty and overriding royalty interests, if any owned by Seller in electronic format and to the Land and the Leases or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to production therefrom as of the period after the Closing Date (hereinafter defined)but shall not include any of these items Effective Time, except as specified to the extent they are part of the Marina Operationscontrary in Exhibit A hereto.
i(d) All of Seller’s right, title and interest of Seller if any in all intangible personal propertyunitization, in its possessionpooling and operating agreements, related to and the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials units created thereby to the extent they relate exclusively to the PropertyLeases and Lands, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental including any and all units formed under orders, regulations, rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All other official acts of the items listed above in this subsection (i)governmental authority having jurisdiction, collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include together with any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest of Seller created thereby in any service contracts the Lands.
1.02 The Purchase and equipment leases relating to the operation, maintenance, ownership or management Sale of the LandInterests shall be effective as of November 1, the Leasehold2005, the Improvements or the Personal Propertyat 7:00 a.m., other than the Marina Operations Mountain Standard Time (collectively, the “Service ContractsEffective Time”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kodiak Oil & Gas Corp)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall Sellers agree to sell to Buyer, Buyer and Buyer shall agrees to purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City Sellers all of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s Sellers' right, title and interest in the improvementsfollowing (all of which are collectively referred to as the "Assets"):
(a) The coal reserves within the Pinnacle No. 50 Mine located in McDowell and Wyoming Counties, includingWest Virginia (the "WV Coal Reserve"), buildingsxxx xxcation of which coal reserves is more specifically depicted in Exhibit B-1;
(b) The coal reserves within the Oak Grove Mine located in Jefferson County, parking areasAlabama (the "AL Coal Reserve" and, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on collectively with the Land or the Leasehold(collectivelyWV Coal Reserve, the “Improvements”"Coal Reserves"), the location of which coal reserves is more specifically depicted in Exhibit B-2;
d(c) All the easements, in the form of Seller’s rightExhibit E and Exhibit F attached hereto, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (pursuant to the extent the same is used by which each Seller solely in connection with its ownership, management or operation grants to Buyer's then-current lessee of the Improvementsapplicable Coal Reserve a non-exclusive easement over the Retained Property for the purpose of allowing any such lessee access, the Leaseholdingress, or the Land), appliances, tools, recreational equipment, carpeting egress and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance rights of the Land and the Improvements and situated thereon way with respect to such Coal Reserve (collectively, the “Personal Property”"Access Easements"), with the exception ; and
(d) copies of certain items which Seller uses records in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation possession of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and Sellers pertaining to the Land, if anyCoal Reserves, including any water or mineral rights owned by or leased maps, files, reserve information and other similar materials pertaining to Seller, if any the Coal Reserves (together with the Land"PinnOak Records"). For avoidance of doubt, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but Assets shall not include any of these items the following: (a) the inventories owned by Sellers or any Affiliate of Sellers (including inventories of extracted coal and other raw materials and supplies) that are located on or are in transit to the Mines (although Buyer shall receive all royalty attributable to any inventories of extracted coal, to the extent they such inventories are part sold after the Closing Date), (b) preparation plants, buildings, infrastructure, machinery, equipment, vehicles, furniture, supplies, replacement parts, tools and any other tangible personal property or other assets relating to the operation of the Marina Operations.
i) All Mines that are owned or leased by either Seller or any Affiliate of either Seller’s right, title and interest whether located on or in all intangible personal property, in its possession, related transit to the LandMines or located elsewhere, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers(c) any leases, licenses, permitscoal sale agreements, utility rightssupply agreements, development rights railroad agreements and approvals from any other agreements or contracts not specifically listed in Exhibit B-1 or Exhibit B-2 to which either Seller or its Affiliates are a party, whether written or oral, (d) any governmental licenses or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operationAssets or the operation of any business conducted by either Seller or its Affiliates, maintenance(e) any accounts, ownership or management accounts receivable, notes and notes receivable, reclamation and performance bonds, deposit, pre-paid rentals and royalties, cash and cash equivalents and other securities and instruments, and (f) the Retained Property (as defined in Section 9.3(a) below). The foregoing list of excluded Assets is not exhaustive, it being the intent of the Land, Parties to exclude from the Leasehold, the Improvements transaction contemplated hereby any asset or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms interest of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationSellers not specifically identified above as an Asset.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Natural Resource Partners Lp)
Purchase and Sale. Subject Upon the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, Purchaser shall purchase, assume and accept from the Sellers, and the Sellers shall sell, transfer, assign, convey and deliver (or shall cause the sale, transfer, assignment, conveyance and delivery) to Purchaser, Free and Clear (except for Permitted Liens), all of the terms Sellers’ rights, title and conditions interests in, to and under all of this Agreementthe following assets, Seller shall sell to Buyerinterests, and Buyer rights, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the applicable Seller and (except as otherwise expressly set forth in this Section 2.1), other than the Excluded Assets, as the same shall purchase from Sellerexist on the Closing Date (collectively, the “Property,” which is defined to mean:Transferred Assets”):
(a) Land located near the City Accounts Receivable of Lodi, County the Sellers to the extent related to the sale of San Xxxxxxx, State of California, products and more specifically described in Exhibit A attached hereto services by the Business (the “LandTransferred Accounts Receivable”);
(b) The leasehold all supplies and other inventories, including all raw materials, works-in-process, finished goods, packaging, supplies and parts, primarily used in the real property more specifically described Business or produced in Exhibit B attached hereto or by the Business, whether held at any location or facility of the Sellers or any of their Subsidiaries or in transit to or from the Sellers or any of their Subsidiaries (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “LeaseInventory”);
(c) All of Seller’s rightto the extent transferable, title and interest the Seller Permits (including any applications that are in process) (i) primarily used in the improvementsBusiness or (ii) required to conduct the Business or operate the Transferred Leased Real Property;
(d) the Contracts, including, buildings, parking areas, recreational facilities, landscaping, fixturesincluding for use of Third Party IP, and other improvements including Leases related to Real Property (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelysuch Leases, the “ImprovementsUS Transferred Leased Real Property”), of the Casa Seller included in the Seller IT Assets or related primarily to the Business, including those listed on Schedule 2.1(d) (collectively, the “Potential US Assigned Contracts”) that Purchaser designates as Designated US Contracts pursuant to Section 5.3(c) and remain identified as Designated US Contracts as of the Closing Date, excluding such Contracts that expire or are terminated prior to the Closing (collectively, the “US Assigned Contracts”);
d(e) All the Contracts, including for use of Seller’s rightThird Party IP, title and interest including Leases related to Real Property (such Leases, the “International Transferred Leased Real Property” and, together with the US Transferred Leased Real Property, the “Transferred Leased Real Property”), of the International Sellers included in the Seller IT Assets or related primarily to the Business, including those listed on Schedule 2.1(e) (collectively, the “Potential International Assigned Contracts” and together with the Potential US Assigned Contracts, the “Potential Assigned Contracts”) that Purchaser designates as Designated International Contracts pursuant to Section 6.7(e), excluding such Contracts that expire or are terminated prior to the Closing (collectively, the “International Assigned Contracts” and together with the US Assigned Contracts, the “Assigned Contracts”);
(f) all books and records, databases, files, documents, data and information of the Sellers and their Subsidiaries to the extent related to the Business, whether in hard copy or electronic format, including financial and accounting records, customer and supplier lists, marketing plans and market research, sales and promotional literature, manuals and data, sales and purchase correspondence, to the extent permitted by Law personnel and employment records of Continuing Employees (including copies of personnel and employment records of Continuing Employees required to be retained by Law by the Sellers and their Subsidiaries), other than the Excluded Books and Records; provided, however, that the Sellers shall be entitled to retain copies of any such materials solely for recordkeeping purposes;
(g) all equipment, machinery, vehicles and other tangible personal property, including furnitureoffice furniture and fixtures, machinerycomputers, apparatus, networking equipment, building materials, industrial equipment and supplies, signswhether owned or leased, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently primarily used in the operationBusiness, repair and maintenance of the Land all Seller IT Assets, including those listed on Schedule 2.1(g);
(h) all Owned Intellectual Property and the Improvements Seller Software, including those listed on Schedule 1.1(a) and situated thereon excluding those that Purchaser elects to designate as Excluded Assets under Section 2.2 (collectively, the “Personal Transferred Intellectual Property”);
(i) all Avoidance Actions, with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential (i) relating to the Transferred Assets, the Assumed Liabilities, the Continuing Employees, the Continuing Contractors or the acquisition, ownership, management, repairoperation, maintenance use, function or operation value of the Improvements Business or any Transferred Asset; or (ii) against any counterparty to a US Assigned Contract or Permit or any Affiliate of such counterparty;
(j) all of the Sellers’ and their Subsidiaries’ escrow monies and deposits in the possession of landlords and utility companies with respect to the Transferred Leased Real Property;
(k) all of the Sellers’ and their Subsidiaries’ rights, claims or causes of action against third parties (i) to the extent related to the Business, the Transferred Assets, the Assumed Liabilities, the Continuing Employees or the Land Continuing Contractors (including all guaranties, warranties, indemnities and similar rights in favor of the Sellers or any of their Subsidiaries to the extent related to the Business, the Transferred Assets, the Assumed Liabilities, the Continuing Employees or the Leasehold as Continuing Contractors), including any rights, claims or causes of action arising under the same are currently ownedBankruptcy Code, managedin each case, repairedwhether arising by way of counterclaim or otherwise, maintained and operated whether arising out of transactions occurring prior to, on or after the Closing Date, or (ii) under non-disclosure or confidentiality agreements with prospective purchasers of the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior Business or any portion thereof;
(l) to the expiration of the Inspection Period (hereinafter defined)extent transferable, Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting current and prior insurance policies of the Personal PropertySellers or any of their Subsidiaries exclusively relating to the Business, which then shall be described in Exhibit C-1the Transferred Assets, which will be attached to this Agreement andthe Assumed Liabilities, by this reference, made part of itthe Continuing Employees or the Continuing Contractors, and (ii) all items constituting rights and benefits of the Excluded Personal Property Items which shall be described Sellers or any of their Subsidiaries under all current and prior insurance policies of the Sellers or any of their Subsidiaries to the extent relating to the Business, the Transferred Assets, the Assumed Liabilities, the Continuing Employees or the Continuing Contractors, in Exhibit C-2each case of any nature with respect thereto, which will be attached including all insurance recoveries thereunder and rights to this Agreement and, by this reference, made part of itassert claims with respect to any such insurance recoveries;
e(m) All all rights to any credits, statements, rebates (including vendor or supplier rebates), reimbursement or rights of Seller’s rightset off, title and interest in all easementseach case, rights, privileges, entitlements, hereditaments, and appurtenances belonging to the extent related to or inuring associated with the Business, the Transferred Assets, the Assumed Liabilities, the Continuing Employees or the Continuing Contractors;
(n) the goodwill to the benefit of Seller and pertaining extent relating to the LandBusiness;
(o) all prepaid expenses, if anyclaims, including any water deposits, prepayments, refunds, causes of action, demands, actions, suits, choses in action, rights of recovery, rights under guarantees, warranties, indemnities and all similar rights against third parties, rights of setoff and rights of recoupment, in each case, to the extent used in or mineral rights owned by or leased to Seller, if any (together with held for use for the LandBusiness, the Leasehold, and the ImprovementsTransferred Assets listed in clauses (a) through (m) above, the “Real Property”Assumed Liabilities, the Continuing Employees or the Continuing Contractors, but excluding (without duplication) (i) any refunds of Taxes to the extent included in Section 2.2(d) and (ii) any prepayments or deposits of any Asset Taxes prior to the date hereof for which a Seller shall receive credit to the extent provided in Section 7.3(c);
f(p) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are assets listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this AgreementSchedule 2.1(p); and
k(q) All of Seller’s membership and voting any other assets, interests in or rights primarily related to the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationBusiness.
Appears in 1 contract
Purchase and Sale. Subject to all of and in accordance with the terms and conditions of set forth in this Agreement, Purchaser shall purchase from Seller and Seller shall sell to BuyerPurchaser the Real Property, together with: (i) buildings and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land improvements located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to thereon that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property are owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, "Improvements") and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course all of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined)'s rights, Seller easements, licenses and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and privileges presently thereon or appertaining thereto; (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s 's right, title and interest in and to the leases of the Property (as amended, the "Leases") affecting the Property or any streetpart thereof; (iii) the interest of Seller in all security deposits held by Seller that have been paid by tenants under the Leases and not applied by Seller in accordance with the terms of the Leases and/or applicable law, right if any (the "Security Deposits"); (iv) all of waythe furniture, alley furnishings, fixtures, equipment, maintenance vehicles, tools and other tangible personally owned by Seller, located on the Property and used in connection therewith including those that are listed on EXHIBIT B attached hereto but specifically excluding all software installed in or road abutting used in connection with the Land computers, monitors, printers, modems and other computer equipment located in the regional on-site or management office of the Leasehold to Property and all data stored in such computers, on diskettes or other storage media (the center lines thereof;
g"Personal Property"); (v) All of Seller’s all right, title and interest as Lessor in of Seller under any leases or other occupancy agreements, contracts or reservations for the use or occupancy and all of the Propertymaintenance, service, advertising and other than like contracts and agreements with respect to the dry ownership and wet slip leases included in operation of the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases Property that are listed on Exhibit EEXHIBIT C attached hereto (the "Service Contracts"); (vi) if and to the extent transferable, attached hereto;
h) All all of Seller’s 's right, title and interest in and to all books, records, licenses and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable permits issued by governmental authorities relating to the period after use, maintenance, occupancy or operation of the Closing Date Property; and (hereinafter defined)but shall not include any of these items vii) if and to the extent they are part of the Marina Operations.
i) All transferable, all of Seller’s 's right, title and interest in all intangible personal property, in its possession, related and to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Landname "Indian Ridge Plaza", if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively applicable to the period from and after the "Closing" (as such term is hereinafter defined) (items (i) through (vii) above, together with the Real Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are collectively referred to in this Agreement as the “Intangible Personal "Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations"). Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer All of the Intangible Personal foregoing expressly excludes all property owned by tenants or other users or occupants of the Property. Prior , and excludes any refund of taxes applicable to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating period prior to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationClosing Date.
Appears in 1 contract
Samples: Real Estate Sale Agreement (First Capital Institutional Real Estate LTD 4)
Purchase and Sale. Subject to all of Upon the terms and conditions and upon the basis of this Agreementthe representations, Seller shall warranties and agreements hereinafter set forth, the Agency hereby agrees to sell to Buyerthe Underwriters, and Buyer shall the Underwriters hereby agree to purchase from Sellerthe Agency, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting (but not less than all) of the Personal Property$ aggregate principal amount of the Oakland Redevelopment Successor Agency Subordinated Tax Allocation Refunding Bonds, which then shall be described in Exhibit C-1Series 2015-TE (the “Tax- Exempt Bonds”), which will be attached at a purchase price equal to this Agreement and, by this reference, made part $ (being the aggregate principal amount thereof plus/less original issue premium/discount of it$ and less an Underwriters’ discount of $ ), and (ii) all items constituting (but not less than all) of the Excluded Personal Property Items which shall be described in Exhibit C-2$ aggregate principal amount of the Oakland Redevelopment Successor Agency Subordinated Tax Allocation Refunding Bonds, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title Series 2015-T (the “Taxable Bonds,” and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the ImprovementsTax-Exempt Bonds, the “Real PropertyBonds”);
f) All , at a purchase price equal to $ (being the aggregate principal amount thereof plus/less original issue premium/discount of Seller’s right, title $ and interest in and to any street, right less an Underwriters’ discount of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”$ ). The Leases shall include all leases for Agency acknowledges and agrees that: (i) the restaurantpurchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Agency and the Underwriters; (ii) in connection therewith and with the discussions, boat service providersundertakings and procedures leading up to the consummation of such transaction, the Underwriters are and tenant farmers. The Leases have been acting solely as principals and are listed not acting as Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Agency with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Agency on Exhibit Eother matters); and (iv) the Agency has consulted its own legal, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees financial and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items advisors to the extent they are part of the Marina Operationsit has deemed appropriate.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase Agreement
Purchase and Sale. (a) Subject to all of the terms and conditions provisions of this Agreement, Seller shall sell the Buyer will purchase, and each of the PMG Companies will sell, transfer and assign to the Buyer, free and Buyer shall purchase from Sellerclear of any and all Liens by appropriate instruments of conveyance reasonably satisfactory to the Buyer, all assets, properties, rights, titles and interests of every kind or nature owned, leased, licensed or otherwise held by any PMG Company as of the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of CaliforniaClosing Date, and more specifically described belonging or related to, used in Exhibit A attached hereto (the “Land”);
b) The leasehold or intended to be used in the Business, whether tangible, intangible, real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor or personal and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvementswherever located, including, buildingswithout limitation, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvementsfollowing assets, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon but excluding all Excluded Assets (collectively, the “Personal PropertyPurchased Assets”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of .
(i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and Business as a going concern;
(ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part goodwill of iteach PMG Company;
e(iii) All all billed and unbilled accounts receivable and all correspondence with respect thereto, including without limitation, all trade accounts receivable, notes receivable from customers, vendor credits and all other obligations from customers with respect to sales of Seller’s rightgoods or services, title whether or not evidenced by a note;
(iv) all claims, deposits, prepaid expenses, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and interest in all easementsrights of recoupment of every kind and nature, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring except for any of the foregoing to the benefit extent they relate to Excluded Assets or Excluded Liabilities;
(v) all interests in leased or subleased real estate listed on Schedule 2.1(a)(v);
(vi) all inventory;
(vii) all machinery, equipment, spare parts and supplies, computers. computer hardware and all related equipment and fixtures and all other tangible personal property, an accurate and complete list of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any which is set forth on Schedule 2.1(a)(vii) (together with any additions thereto prior to the LandClosing Date);
(viii) all furniture, an accurate and complete list of which is set forth on Schedule 2.1(a)(viii) (together with any additions thereto prior to the LeaseholdClosing Date);
(ix) except for any Excluded Contract and subject to Section 2.8, and all rights existing under all Contracts related to the ImprovementsBusiness to which each PMG Company is a party, including, without limitation, each Contract set forth on Schedule 3.2(l) (collectively, the “Real PropertyPurchased Contracts”);
f(x) All all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, manufacturers and agents, except for any of Seller’s rightthe foregoing to the extent they relate to Excluded Assets;
(xi) all Permits and applications therefor, title tax abatements and interest other similar permits or rights owned, utilized, held or maintained by or licensed to any PMG Company, primarily in connection with the Business;
(xii) all insurance benefits, including all rights and proceeds, and warranty and condemnation net proceeds received after the Closing Date arising from or relating to the Business, any Purchased Assets or Assumed Liabilities;
(xiii) except as provided in Section 2.1(b)(ii) below and to any streetthe extent they relate to Excluded Assets or Excluded Liabilities, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, ledgers, files, documents, correspondence, lists, studies, reports, promotional and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation depositsmarketing materials, and any prepaid rentother printed or written materials;
(xiv) except as prohibited by applicable Law, storage fees all personnel and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, records related to the LandTransferred Employees;
(xv) all PMG Companies Intellectual Property;
(xvi) all rights of each PMG Company under any confidentiality, including, without limitation: non-competition or similar agreements with current or former employees and independent contractors who provided services to the Business and/or participated in the development of the PMG Companies Intellectual Property;
(xvii) all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property;
(xviii) any and all assets of Post Modern Middle East FZ-LLC, a Dubai entity, held by Sxxxxxx (the “Dubai Assets”); and
(xix) all transferable consents, authorizations, bonds, variances other assets of any kind or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect nature of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials each PMG Company related to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal PropertyBusiness, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationExcluded Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Eagle Entertainment Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement----------------- contained herein, Seller shall sell agrees to Buyersell, transfer, convey and assign to Purchaser, and Buyer shall Purchaser agrees to purchase and acquire from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s 's right, title and interest in and to any streetall of the assets and properties of Seller which are used or usable in Seller's Business (the "TRANSFERRED ASSETS"), right of way------------------ including, alley or road abutting without limitation, the Land or the Leasehold to the center lines thereof;following:
g(a) All all of Seller’s right, title 's leasehold and interest as Lessor other interests in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry real property and wet slip leases included in the Marina Operations all Improvements (as depicted defined in Paragraph 7.11(h) below) thereof or located thereon that are reflected on the diagram(s) attached hereto Seller's Interim Statements (as Exhibit D) which shall be retained by Seller (the “Leases”defined in Paragraph 3.9 below). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: (i) all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies leasehold and other architectural interests in real property and engineering drawings for Improvements shown as "Property, Plant and Equipment" on Seller's Interim Statements, and (ii) all other leaseholds, easements, rights of way, licenses and other interests in real property, described on Appendix 1.1
(a) attached hereto;
(b) all of Seller's machinery, equipment, computers, tools, vehicles, furniture, office equipment and other tangible personal property, including, without limitation, all of such assets shown as "Property, Plant and Equipment" on Seller's Interim Statements (other than non-material machinery, equipment, tools, furniture, or office equipment shown on the LandInterim Statements and sold or disposed of in the ordinary course of business prior to the Closing Date), if anyand all of such assets described and identified in Appendix 1.1
(b) attached hereto (collectively, the "PERSONAL PROPERTY"); warranties -----------------
(c) all of Seller's inventories of finished goods or products (collectively, the "INVENTORIES"); -----------
(d) all of Seller's notes and guaranties issued in connection with accounts receivable arising from or as a result of Seller's Business (collectively, the Improvements "RECEIVABLES"); -----------
(e) all cash and cash equivalents, bank deposits and other securities owned or held by Seller (collectively, the Personal Property; "OPERATING RESERVES"). ------------------
(f) all transferable consentsof Seller's proprietary and confidential information, authorizationsincluding, bondswithout limitation: (i) trade secrets, variances or waiverstechnical information, licensesknow-how, permitsideas, utility rightsdesigns, development processes, procedures, algorithms, discoveries, patents, patent applications, and copyrights, and all improvements thereof, (ii) all data, files, books and records, customer lists, and order information, and (iii) all of Seller's other information and intangible property rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect relating to the operation of the Land other Transferred Assets or the Improvements; Seller's Business;
(g) all tenant listsof Seller's trademarks, telephone service marks, and fax numbers and marketingtrade names (including, advertising and other promotional drawingswithout limitation, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (iSeller's corporate name), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment all registrations and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree uponpending applications therefor, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itall goodwill associated therewith;
j(h) All all of Seller’s 's right, title and interest under the contracts, leases, licenses, franchises and agreements which relate to Seller's Business and which are identified in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.Appendix 1.1
Appears in 1 contract
Samples: Purchase and Sale Agreement (New Pameco Georgia Corp)
Purchase and Sale. Subject to all of (a) On the terms and conditions of stated in this Agreement, Seller shall sell Owner Sellers hereby agree to Buyersell, convey, transfer and assign to Purchaser, and Buyer shall purchase Purchaser hereby agrees to purchase, accept and assume from SellerOwner Sellers, all of the following described property of Owner Sellers (collectively, the “Owner Seller Property,” which is defined to mean”), but excluding, in all cases, the Excluded Property:
a(i) Land located near fee simple title in and to each tract of land identified and described on Schedule 1.01(a)(i), together with all of each Owner Seller’s respective right, title and interest, if any, in rights and appurtenances to the City extent pertaining to such land, including, without limitation, each Owner Seller’s respective right, title and interest, if any, in and to the following: (A) all minerals, water, oil, gas and other hydrocarbon substances thereon; (B) all adjacent strips, streets, roads, alleys and rights‑of‑way, public or private, open or proposed; (C) all easements, privileges, development rights and hereditaments, whether or not of Lodirecord; and (D) all access, County of San Xxxxxxxair, State of Californiawater, riparian, solar power (but excluding any solar equipment, if any) and utility rights and wastewater, fresh water, storm sewer or other utilities capacity or service commitments and allocations, and more specifically described all other rights and benefits to the extent running with such land and any and all other real property rights owned or leased by such Owner Seller with respect to such land; provided, however, that Purchaser shall not be obligated to assume any lease obligations therefor unless it elects to do so in Exhibit A attached hereto writing (with respect to each Facility, collectively the “Land”);
b(ii) The leasehold the buildings, improvements and structures owned by each Owner Seller (“Improvements”) and located on the Land (each Owner Seller’s Land and Improvements comprise such Owner Seller’s Facility, as defined in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”recitals hereto);
c(iii) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of each Owner Seller’s right, title and interest in and to the following: (A) mechanical systems, facilities and fixtures owned by each Owner Seller and comprising a part of or attached to each Facility as of the Effective Date, and any streetadditions to or replacements thereof as of the Closing Date, right of way, alley or road abutting to the extent such items do not constitute Operational Assets; and (B) pylons and other signs located on the Land or the Leasehold at each Facility, but only to the center lines extent assignable by law and provided that Purchaser shall not be obligated to assume any lease obligations therefor unless it elects to do so in writing (collectively, the “Owner Seller Appurtenant Property”);
(iv) to the extent assignable and except to the extent any of the following shall be deemed a Regulatory Approval, each Owner Seller’s interest in any and all Permits necessary and required for the ownership, planning, development, construction, maintenance or use of the Property, in each case, as (A) requested by Purchaser and consented to by Sellers in their reasonable discretion prior to the DDP Expiration Date; or (B) required by any Approval Authorities to be held by the fee owner of the Facilities or which otherwise run with the Land (collectively, the “Owner Seller Permits”);
(v) all right, title and interest, if any, of each Owner Seller in and to the use of the Facility names listed on Exhibit A and any goodwill related thereto, to the extent assignable (collectively, the “Owner Seller Goodwill and Naming Rights”); provided, however, that notwithstanding the foregoing, Purchaser shall not be entitled to any right, title or interest of Sellers in any trade names, trademarks or other Intellectual Property containing the name “Reliant Care” or any derivative thereof;
g(vi) All of Seller’s all right, title and interest as Lessor of each Owner Seller in and to any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all construction plans and specifications, site plans, plats, surveys, engineering studies specifications and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials relating to each Facility to the extent they relate exclusively assignable; provided, however, that Purchaser shall not be obligated to the Property, subject assume any obligations with respect thereto unless it elects in writing to Buyer’s compliance do so in its sole discretion (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itPlans”);
j(vii) All of Seller’s all right, title and interest of each Owner Seller in and to any service contracts architectural and equipment leases construction contracts, other design or development agreements, and/or related construction financing, relating to any Facility; provided, however, that Purchaser shall not be obligated to accept the operation, maintenance, ownership or management assignment and/or assume any of the Landforegoing unless it elects in writing to do so in its sole discretion; and
(viii) any guaranties, warranties and payment and performance bonds relating to each Facility, to the Leaseholdextent transferable and assignable, the Improvements owned by an Owner Seller and received in connection with any construction, repair, maintenance or the Personal Property, other than the Marina Operations services or materials performed or provided with respect to a Facility (collectively, the “Service ContractsWarranties”), a list of which Warranties is attached hereto as Schedule 1.01(a)(viii).
(b) On the terms and conditions stated in this Agreement, the Operators hereby agree to sell, convey, transfer and assign to Purchaser, and Purchaser hereby agrees to purchase, accept and assume from the Operators, all of the following described property of the Operators (collectively, the “Operator Property” and together with the Owner Seller Property, the “Transferred Property”), but only excluding, in all cases, the Excluded Property:
(i) to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant assignable and except to the terms extent any of this Agreementthe following shall be deemed a Regulatory Approval, each Operator’s interest in any and all Permits necessary and required for the ownership, planning, development, construction, maintenance or use of the Transferred Property, in each case, as (A) requested by Purchaser and consented to by Sellers in their reasonable discretion prior to the DDP Expiration Date; or (B) required by any Approval Authorities to be held by the fee owner of the Facilities or which otherwise run with the Land (collectively, the “Operator Permits” and together with the Owner Seller Permits, the “Transferred Permits”);
(ii) all right, title and interest, if any, of each Operator in and to the use of the Facility names listed on Exhibit A and any goodwill related thereto, to the extent assignable (collectively, the “Operator Goodwill and Naming Rights” and together with the Owner Seller Goodwill and Naming Rights, the “Transferred Goodwill and Naming Rights”); provided, however, that notwithstanding the foregoing, Purchaser shall not be entitled to any right, title or interest of Sellers in any trade names, trademarks or other Intellectual Property containing the name “Reliant Care” or any derivative thereof;
(iii) to the extent assignable, all right, title and interest of each Operator in and to any Plans; provided, however, that Purchaser shall not be obligated to assume any obligations with respect thereto unless it elects in writing to do so in its sole discretion; and
k(iv) All to the extent assignable, all right, title and interest of Seller’s membership each Operator in and voting interests to any architectural and construction contracts, other design or development agreements, and/or related construction financing, for the improvement of any Facility and, to the extent assignable, any Warranties relating thereto; provided, however, that Purchaser shall not be obligated to accept the assignment and/or assume any of the foregoing unless it elects in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationwriting to do so in its sole discretion.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell Sellers agree to Buyersell, and Buyer shall agrees to purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City and pay for all of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s Sellers’ collective right, title and interest in and to the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements assets described in Section 2.1(a) through Section 2.1(f) (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All all of Seller’s Sellers’ collective right, title and interest in and to such assets, less and except the Excluded Assets, collectively, the “Assets”):
(a) any oil and gas lease, mineral interest, royalty interest, overriding royalty interest, payments out of production, reversionary rights, contractual rights to production or other interests in the oil and gas leases described in Exhibit A-1 and Exhibit A-2, together with any and all tangible personal propertyother right, title and interest of Sellers in and to the leasehold estates or other rights and interests created by any of the foregoing, subject to the terms, conditions, covenants and obligations set forth in such leases and/or Exhibit A-1 and Exhibit A-2 (all such leases and interests, collectively, the “Leases”), and including furnitureall right, title and interest of Sellers in and to the Xxxxx 1H Well and the Xxxxxxx 1H Well Pad;
(b) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to any of the Leases or the Xxxxx 1H Well and the units created thereby (the “Units”);
(c) to the extent that they may be assigned, all Applicable Contracts and all rights thereunder;
(d) to the extent that they may be assigned, all permits (including regulatory and governmental permits), licenses (including seismic or geophysical licenses), servitudes, easements and rights-of-way used in connection with the ownership or operation of any of the Leases, the Xxxxx 1H Well, the Units or the other Assets;
(e) all equipment, machinery, apparatusfixtures and other personal, equipmentmoveable and mixed property, building materialsoperational and nonoperational, suppliesknown or unknown, signslocated on the Xxxxx 1H Well or the Xxxxxxx 1H Well Pad, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is or primarily used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon therewith (collectively, the “Personal Property”); and
(f) all of the files, with the exception of certain items which Seller uses in the Marina Operationsrecords, information and any items that are not essential data, whether written or electronically stored, primarily relating to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions Assets in the ordinary course of each Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined)or its Affiliates’ possession, Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of including: (i) all items constituting the Personal Propertyland and title records (including abstracts of title, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, title opinions and title curative documents); (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2Applicable Contract files; (iii) correspondence files (other than electronically stored correspondence); (iv) operations, which will be attached to this Agreement andenvironmental (including environmental studies) and production records; (v) facility and well records; and (vi) geologic technical data including logs, by this reference, made part of it;
e) All of maps and each Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations interpretations thereof (collectively, the “Service ContractsRecords”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject 1.1. At the “Closing Date” (as defined below) Seller hereby agrees to all of sell and convey to Buyer and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions of this Agreement, Seller shall sell all of Seller’s right, title, estate and interest in and to Buyer, and Buyer shall purchase from Sellerall of the following (collectively, the “Property,” which is defined to mean:”):
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “1.1.1. The Land”);
b) The leasehold in 1.1.2. All of Seller’s rights, privileges and easements appurtenant to the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1Land, 1999including, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All without limitation, all of Seller’s right, title and interest interest, if any, in any easements, rights of way or other appurtenances for the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, beneficial use and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on enjoyment of the Land or the Leasehold(collectively(collectively, the “ImprovementsAppurtenances”);
d) 1.1.3. All of Seller’s right, title and interest in all tangible personal propertyimprovements and fixtures located on the Land, including furnituresubject to the Permitted Encumbrances, machineryincluding, without limitation, all buildings and structures owned by Seller presently located on the Land, all apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware equipment and software (to the extent the same is appliances used by Seller solely in connection with its ownership, management the operation or operation occupancy of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if anysuch as heating, including air conditioning, and lighting systems and other facilities used to provide any water utility services, refrigeration, ventilation, garbage disposal, or mineral rights owned by or leased other services on the Land (all of which are collectively referred to Seller, if any (as the “Improvements,” and together with the Land, the Leasehold, Appurtenances and the Improvements, Improvements are collectively referred to herein as the “Real Property”);
f) 1.1.4. All of Seller’s right, title and interest in all tangible personal property now or hereafter owned by Seller and to any streetlocated on or in, right of wayor used in connection with, alley or road abutting the Land or Real Property (the Leasehold to the center lines thereof“Personal Property”);
g) 1.1.5. All of Seller’s rightinterest in all leases, title licenses and interest as Lessor in any leases or other occupancy agreementsagreements together with all associated amendments, contracts modifications, extensions or reservations for the use supplements thereto set forth on Exhibit B attached hereto and any other lease, license or occupancy agreement entered into in accordance with the terms of this Agreement prior to the PropertyClosing Date (collectively, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The ) with all persons or entities occupying the Real Property or any part thereof pursuant to the Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper“Tenants”), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to together with all deposits held in connection with the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the LandLeases, including, without limitation: , all databases security deposits, prepaid rent, guaranties, letters of credit and mailing lists for past other similar charges and present clients and customers credit enhancements providing additional security for the previous two yearsLeases, as set forth on Exhibit B attached hereto;
1.1.6. To the extent assignable, all of Seller’s rights and interests in all intangible personal property now or hereafter owned by Seller and used solely in the ownership, use, operation, occupancy, maintenance or development of the Real Property and Personal Property, including, without limitation (i) all licenses, permits, certificates, approvals, authorizations and other entitlements issued (the “Permits”); (ii) all plans and specificationsreports, site planstest results, platsenvironmental assessments, surveys, engineering studies and other architectural and engineering drawings for plans, specifications (the Land, if any“Plans”); (iii) all warranties and guaranties issued from manufacturers, contractors, subcontractors, suppliers and installers (“Warranties”); (iv) all trade names, trademarks, service marks, building and property names and building signs used in connection with the Improvements or Real Property, including the Personal Propertyname “Fort Road Medical Building” and all variations thereof (the “Tradenames”); and (v) all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials intangible property related to the extent they relate exclusively to the Property, subject to Buyer’s compliance Real Property (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as collectively the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it”);
j) 1.1.7. All of Seller’s right, title rights and interest in any service contracts all assignable equipment leases, service, utility, supply, maintenance, and equipment leases relating to concession contracts, agreements and other continuing contractual obligations affecting the use, operation, maintenance, ownership or management development and repair of the Land, the Leasehold, the Improvements Real Property or the Personal Property, other than Property which shall extend beyond the Marina Operations Closing Date and which the Buyer elects to assume (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to the following property commonly known as the “Lakewood Flats” (collectively, the “Property”): (A) the land (the “Land”) located at 0000 Xx Xxxxx Xxxxx, Xxxxxx, Xxxxx, as more particularly described in Exhibit A and any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All and all of Seller’s rightrights, title and interest as Lessor in any leases or other occupancy agreementseasements, contracts or reservations for the use or occupancy of the Propertyinterests, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurantbenefits, boat service providersprivileges, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related appurtenances pertaining to the Land, includingany and all public roads and public rights of way bounding such Land, without limitation: together with all databases rights of ingress and mailing lists for past egress unto such public roads and present clients public rights of way, strips or gores, if any, between the Land and customers for abutting properties not owned by Seller or its affiliates, any water or water rights benefitting the previous two years; all plans Land and specificationsany oil, site plans, plats, surveys, engineering studies gas and other architectural minerals in, under and engineering drawings for that may be produced from the Land; (B) all buildings, improvements, structures and fixtures located upon the Land (the “Improvements”); (C) all tangible personal property (the “Personal Property”) owned by Seller and located on and used solely in connection with the management, operation or repair of the Improvements, other than that owned by tenants, the property manager and any other third parties, if any; warranties (D) the interest of the landlord in and guaranties issued to all leases of space of all or any portion of the Improvements (the “Tenant Leases”); and (E) to the extent assignable without the need of consents (except to the extent that any such consents have been obtained as of the “Closing Date” (as defined below)), (i) subject to the terms of Section 5C(2), the “Assumed Contracts” (as defined below), (ii) signage, logos, telephone numbers and website names and domains that are dedicated to the Property and not owned by the property manager of the Property; and (iii) the permits, licenses and construction or other warranties, if any, held by or in favor of Seller solely for use in connection with the Improvements all or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect portion of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than all such items under subsection (iii) to be transferred by Seller without representation, warranty (express or implied) or recourse of any kind (the Marina Operations foregoing items in this sub-clause (collectivelyE) being collectively referred to as the “Intangible Property”). Notwithstanding the foregoing, the Property shall not include the name “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership Greystar,” “Elan,” and voting interests in the Little Potato Slough Mutual Water Companyany xxxx, a California nonprofit mutual benefit corporationlogo, trade name, or other name utilizing “Greystar” or “Elan.” 2890904.5 1
Appears in 1 contract
Samples: Purchase Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Purchase and Sale. Subject Purchaser agrees to purchase and Seller agrees to sell at the price (the “Purchase Price”) of Thirty Three Million and No/100 Dollars ($33,000,000.00), all of the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Sellerfollowing property (collectively, the “Property,” which is defined to mean:”):
(a) Land That certain parcel of real property located near the City of Lodiin Austin, County of San XxxxxxxTexas, State of California, and more specifically particularly described in on Exhibit A attached hereto (the “Land”);
(b) The leasehold in Those certain apartments buildings containing 184 apartment units together with the real property more specifically ground floor retail space as described in on Exhibit B attached hereto (A-2 and Exhibit O-2, located at 000 Xxxx 00xx Xxxxxx, Xxxxxx, Xxxxxx Xxxxxx, Texas and commonly known as University Towers, and the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the other improvements, includingstructures and fixtures placed, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants constructed or licensees) now situated installed on the Land or the Leasehold(collectively(collectively, the “Improvements”);
(c) All rights and appurtenances pertaining to the Land, including, without limitation, any and all rights of Seller in and to all air and development rights, all mineral rights, roads, alleys, easements, streets and rights-of-way adjacent to the Land, rights of ingress and egress thereto, any strips and gores within or bounding the Land and in the profits or rights or other appurtenances connected with the beneficial use or enjoyment of the Land;
(d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systemsfixtures, appliances, office equipment, inventory, computers, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownershiphardware, management or operation of the Improvementscomputer software, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon whatever kind or character (collectively, the “Personal Property”), with ) located on the exception of certain items Improvements which Seller uses in the Marina Operations, is used for operation and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently ownedapartment project and is owned by Seller, managedincluding those items set forth on Exhibit B, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2transferred to Purchaser at Closing (as hereinafter defined) by a Xxxx of Sale; provided, which will be attached to however, notwithstanding any provision of this Agreement andto the contrary, Seller shall not sell or transfer any proprietary software or other items, tangible or intangible or however characterized, that are proprietary in nature to Seller or Seller’s management company provided such exclusion shall not include electronic records for existing tenants possessed by this reference, made part of itSeller which shall be transferred to Purchaser;
(e) All of Seller’s right, title and interest in all easementsleases, rights, privileges, entitlements, hereditaments, licenses and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any concession agreements (together with the Land, the Leasehold, and the Improvementscollectively, the “Real PropertyLeases”)) covering space situated at or within the Land and Improvements under any existing Lease (collectively, the “Tenants”) and all refundable deposits (security, pet or otherwise) deposited by Tenants with respect to the Leases;
(f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development contractual rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in intangibles with respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management and repair of the LandLand and the Improvements, the Leaseholdincluding assignable service and maintenance agreements (but excluding any Master Agreements (as hereafter defined)) (collectively, the Improvements or “Service Contracts”), utility agreements, manufacturers’ warranties and guaranties relating to the Personal Property, other than assignable governmental permits, licenses, certificates and approvals in connection with the Marina Operations ownership of the Property (collectively, the “Service ContractsLicenses”) (but only ), and all development rights relating or appurtenant to the extent Seller’s obligations thereunder are expressly assumed Land or the Improvements, but specifically excluding (i) any warranties and/or guaranties from or by Buyer pursuant and/or claims against FFRT Development L.P. and its successors and assigns, (ii) except with respect to insurance proceeds as may be applicable under Section 6 hereof, any insurance maintained by Seller or any Seller Party (defined below) with respect to the terms of this Agreement); and
kProperty, (iii) All of Seller’s membership and voting interests any privileged or confidential documents, records or other instruments, (iv) any property management agreement currently in effect with respect to the Little Potato Slough Mutual Water CompanyProperty, a California nonprofit mutual benefit corporation.(v) the computer
Appears in 1 contract
Samples: Agreement of Sale (Behringer Harvard Opportunity REIT II, Inc.)
Purchase and Sale. Subject (a) Upon and subject to all of the terms and conditions of this Agreementhereof, Seller shall sell the Vendor hereby sells, assigns and transfers to Buyerthe Purchaser, and Buyer shall purchase the Purchaser hereby purchases and accepts from Sellerthe Vendor as a going concern, the “Property,” which is defined to mean:
a) Land located near whole as of and with effect as at the City Time of LodiClosing, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvementsrights, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting titles and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance interests of the Land Vendor in and to all of its assets of every kind and description and wheresoever situated, save and except the Improvements and situated thereon Excluded Assets (collectively, the “Personal PropertyPurchased Assets”), with the exception free and clear of certain items which Seller uses any Encumbrances (other than Permitted Encumbrances), as allocated in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions manner set forth in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of Schedule 2.1(a) including without limitation:
(i) all items constituting rights, titles and interests in and to the Personal Propertyleases of movable property and leases of real property used by the Vendor, which then shall be described in Exhibit C-1including all purchase options, which will be attached prepaid rents, security deposits, relating thereto and all leasehold improvements thereon to this Agreement and, by this reference, made part of it, and the extent assignable (the “Movable Property Leases”);
(ii) all items constituting the Excluded Tangible Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of itthe Vendor;
e(iii) All all Inventories of Seller’s right, title and interest in the Vendor;
(iv) all easements, Accounts Receivable as at the Closing Date with respect to the Business;
(v) all rights, privilegestitles and interests of the Vendor (including without limitation all rights, entitlements, hereditaments, titles and appurtenances belonging to interests of Casco Automotive (Suzhou) Co. Ltd. as agent or inuring to mandatary of the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
fVendor) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold all Contracts related to the center lines thereof;
gBusiness or Purchased Assets (including bids and outstanding proposals) All of Seller’s right, title and interest to which the Vendor is a party or to which Casco Automotive (Suzhou) Co. Ltd. (as Lessor in any leases agent or other occupancy agreements, contracts or reservations mandatary for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(sVendor) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providersis a party, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they such Contracts are part assignable;
(vi) all rights, titles and interests of the Marina Operations.Vendor in and to that certain outstanding purchase order from Casco Automotive (Suzhou) Co. Ltd.;
i(vii) All the Open Purchase Orders, to the extent assignable;
(viii) all rights, titles and interests of Seller’s right, title the Vendor in and interest in to all intangible personal property, Permits and Environmental Permits required to carry on the Business in its possessionusual and ordinary course, related to the Landextent such Permits are assignable;
(ix) to the extent assignable, all computer hardware and software owned or used by the Vendor, including, without limitation: , all databases documentation relating thereto and mailing lists for past the latest revisions of all related object and present clients and customers for source codes therefor;
(x) the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for Customer List;
(xi) the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect Goodwill of the Land or Vendor, including the Improvements; all tenant lists, telephone phone and fax numbers and marketingall e-mail addresses and accounts of the Vendor;
(xii) all pre-paid expenses and deposits of the Vendor, advertising excluding any prepaid insurance;
(xiii) all plans and other promotional drawingsspecifications in the Vendor’s possession or under its control relating to the plant, brochuresbuildings, booklets structures, erections, improvements, appurtenances and materials fixtures situate on or forming part of the Leased Facilities including all such electrical, mechanical and structural drawings related thereto as are in the possession or under the control of the Vendor;
(xiv) all Warranty Rights of the Vendor, to the extent they relate exclusively assignable;
(xv) all Books and Records of Vendor, customer files and lists, supplier lists, customer information, Employee records, current and historical project files and sales and marketing materials, and other information relating to customers and suppliers and prospective customers and suppliers, whatever the form or support, excluding however such Books and Records in relation to Excluded Assets, Excluded Liabilities or which exist only in electronic form accessible only through non-assignable licensed software; and
(xvi) to the Propertyextent assignable, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules all other property, assets and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All rights of the items listed above Vendor, both tangible and intangible, including: (A) all past, present and future Claims or causes of action, causes in this subsection (i)action, collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment rights of recovery and transfer rights of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases set-off or compensation relating to the operation, maintenance, ownership or management Purchased Assets; (B) all of the LandUnderlying Assets, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations and (collectively, the “Service Contracts”C) (but only to the extent Seller’s obligations thereunder are expressly assumed assignable, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and the like and all security therefor received by Buyer pursuant to the terms Vendor on the purchase or other acquisition of this Agreement); and
k) All any part of Seller’s membership and voting interests the Purchased Assets or otherwise, in each case, excluding however, for greater clarity, the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationExcluded Assets.
Appears in 1 contract
Purchase and Sale. Subject to all of and in accordance with the terms and conditions of set forth in this Agreement, Seller shall sell agrees to Buyersell, assign, and Buyer shall convey to Purchaser, and Purchaser agrees to purchase from Seller all of Seller's right, title and interest in: (i) the “Property,” which is defined Land; (ii) all buildings, fixtures and other improvements owned by Seller and located on, in, or under the Land ("IMPROVEMENTS"), (the Land and the Improvements are collectively referred to mean:
aas the "REAL PROPERTY"); (iii) all rights, appurtenances, easements and privileges, if any, presently on or appertaining to the Land located near or Improvements, including, without limitation, in and to any adjacent strips and gores between the City of Lodi, County of San Xxxxxxx, State of CaliforniaLand and abutting properties, and more specifically described any land lying in Exhibit A attached hereto any road, street, alley or right-of-way abutting or adjacent to the Land; (the “Land”);
biv) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s 's right, title and interest in and to all leases and agreements, written or oral, for the improvementsuse, including, buildings, parking areas, recreational facilities, landscaping, fixturespossession or occupancy of any portion of the Real Property as of the date hereof and such other leases and other agreements entered into in accordance with this Agreement, and other improvements all amendments thereto (excluding fixtures the "LEASES") and other improvements owned all unapplied security deposits held by Seller’s tenants or licenseesSeller under the Leases; (v) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All all of Seller’s 's right, title and interest in and to all tangible personal property, including furnitureequipment, machinery, apparatus, equipment, building materials, suppliesfurniture, signsfurnishings, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes supplies and other tangible personal property owned by Seller and currently located on or attached to and used in the operation, repair management and maintenance of the Land and Real Property, including without limitation the Improvements and situated thereon items identified on EXHIBIT B-1 attached hereto (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential subject to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated ordinary depletion) (the “Excluded Personal Property Items”"TANGIBLE PERSONAL PROPERTY"). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course ; (vi) all of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s 's right, title and interest interest, in all easements, rights, privileges, entitlements, hereditamentsand to the agreements and equipment leases (to the extent assignable) set forth on EXHIBIT C attached hereto and other agreements entered into in accordance with this Agreement, and appurtenances belonging to or inuring to all amendments thereto (the benefit of Seller "SERVICE CONTRACTS"); and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
fvii) All all of Seller’s 's right, title and interest in and to any streetthat certain Amended and Restated Construction, right Operation and Reciprocal Easement by and among Colonies Properties, Inc., Macy's Northeast, Inc., Sears Xxxxxxx and Co. and The Equitable Life Assurance Society of waythe United States dated as of October 3, alley or road abutting 1990, and recorded Liber 2444 page 187, as amended by First Amendment dated as of January 8, 1999 and recorded on August 8, 2002 in Liber 2716, Page 894 (collectively as so amended and supplemented, the Land or the Leasehold to the center lines thereof;
g"REA"); (viii) All all of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s 's right, title and interest in all books, records, and rate lists to (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items A) to the extent they are part of assignable, the Marina Operations.
iright to use the name "Colonie Center"; (B) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Landextent assignable, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies guaranties and other architectural warranties with respect to the Real Property in Seller's or Seller's managing agent's possession; and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials (C) to the extent they relate exclusively assignable and obtained, all certificates of occupancy and other permits, licenses and certificates held by Seller with respect to the Property, subject to Buyer’s compliance Real Property (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, "PERMITS AND LICENSES", and, together with clauses (A) and (B) above, the "INTANGIBLE PERSONAL PROPERTY"). The foregoing are collectively referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal "PROPERTY". The Property shall not include any items associated with expressly excludes (i) all property owned by (a) the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer tenants or other users or occupants of the Intangible Personal Property. Prior Property (each, a "TENANT" and collectively, "TENANTS"), including, without limitation, the "ANCHORS" (herein defined), (b) Urban Retail Properties Co., the managing agent of the Property ("MANAGING Agent"), and (c) third party providers pursuant to Service Contracts; (ii) the equipment, machinery, building materials, furniture, furnishings, supplies and other tangible personal property identified on EXHIBIT B-2 attached hereto ("EXCLUDED TANGIBLE PERSONAL PROPERTY"); and (iii) any refund of taxes applicable to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating period prior to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Closing Date (collectively, the “Service Contracts”as herein defined) in accordance with Section 4.C (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
kiii) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationhereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Feldman Mall Properties, Inc.)
Purchase and Sale. Subject to all of On the terms and subject to the conditions of this Agreement, the Seller shall sell agrees to sell, transfer, assign and deliver to the Buyer, and the Buyer shall agrees to accept and purchase from the Seller, at the “Property,” which is Closing (defined to mean:
a) Land located near below), free and clear of Liens (defined below), the City assets of Lodi, County Seller used and employed by the Seller in the operation of San Xxxxxxx, State of Californiaits retail cookie business, and more specifically described in Exhibit A attached hereto any related carts and kiosks, located at Northpark Mall, Davenport, Iowa (the “Land”);"Store") as follows (such assets and properties being herein called, collectively, the "Acquired Assets"):
b(i) The all leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1rights, 1999interests, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned signage, including without limitation those governed by Seller’s tenants the lease for the Store which at the Closing shall be assigned by the Seller to the Buyer (or licenseesits designated affiliates) now situated on and assumed by the Land or the Leasehold(collectively, the “Improvements”);
dBuyer; (ii) All of Seller’s right, title and interest in all tangible personal property, including furniture, such as machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software inventories (to unless designated by the extent Buyer on or before the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the LandClosing as an Excluded Asset), appliancesfurniture and tools; (iii) all agreements, toolscontracts and instruments (but excluding the Franchise Agreement, recreational equipmentdated August 12, carpeting and other floor coverings1981, window treatments, safes and other tangible personal property owned by between the Seller and currently used in the operationGreat American Cookie Company, repair Inc. ("Franchisor"), and maintenance of the Land any related license, development and the Improvements and situated thereon guarantee agreements, as amended (collectively, the “Personal Property”"Franchise Agreements")), with that are assumed in writing by the exception Buyer at the Closing; (iv) all customer and vendor lists; (v) all recipes, techniques, processes, methods of certain items which Seller uses production and commercialization, training methods and know-how owned by the Seller; (vi) store change funds in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation aggregate amount of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated $251.00 per Store (the “Excluded Personal Property Items”"Store Cash"). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period ; (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (ivii) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, deposits made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permitslease, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising service and other promotional drawingssimilar agreements; (viii) rebates and prepaid expenses; (ix) all inventory of batter and other ingredients, brochures, booklets paper wares and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules other items on hand or on order and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Propertyall cookies, other than the Marina Operations baked goods, completed goods and work in process (collectively, the “Service Contracts”) (but only "Inventory"). The Acquired Assets shall be transferred and conveyed to the extent Seller’s obligations thereunder are expressly assumed by Buyer at the Closing, free and clear of all Liens (as defined below), pursuant to a xxxx of sale (the terms "Xxxx of this Agreement); and
kSale") All of Seller’s membership and voting interests substantially in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.form of Exhibit A.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fields MRS Original Cookies Inc)
Purchase and Sale. Subject to all of Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller shall sell to Buyerand the Seller Subsidiaries, and Seller agrees to, and to cause the Seller Subsidiaries to, sell, transfer, convey, assign and deliver to Buyer shall purchase from Sellerat the Closing (as defined in Section 1.8), free and clear of all Encumbrances, the following assets, rights and properties of Seller and the Seller Subsidiaries, whether tangible or intangible, real, personal or mixed, wherever located, and whether or not carried and reflected on the books of Seller and the Seller Subsidiaries relating to, used or employed in connection with the Business (collectively, the “Property,” which is defined Purchased Assets”):
(i) the Seller Products;
(ii) all of the rights to mean:and interest of Seller and each Seller Subsidiary in Intellectual Property Rights, including the Seller Registered Intellectual Property Rights;
a(iii) Land located near the City all rights of Lodi, County of San Xxxxxxx, State of California, Seller and more specifically described in Exhibit A attached hereto each Seller Subsidiary under those Contracts set forth on Schedule 1.2(iii) (the “LandAssigned Contracts”);
b(iv) The leasehold all computers, equipment, furniture and other tangible assets of Seller and the Seller Subsidiaries;
(v) Seller’s rights to and interest in the real property more specifically described in Exhibit B attached hereto those patents set forth on Schedule 1.2(v) (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “LeaseIPDN Patents”);
c(vi) All all accounts receivable;
(vii) except as set forth in Section 1.3(i) and on Schedule 1.3(iii), all cash and cash equivalents on hand, in banks or in transit and any and all marketable securities;
(viii) all inventory, consumable supplies, spare parts and repair materials and any and all other inventories of Seller’s Seller and the Seller Subsidiaries (“Inventories”);
(ix) the goodwill associated with the Purchased Assets;
(x) all transferable Permits;
(xi) all of the right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Landeach Seller Subsidiary in choses in action, if anyclaims and causes of action or rights of recovery or set-off of every kind and character, whether mature, contingent or otherwise, whether in tort, contract or otherwise, including any water under or mineral rights owned pursuant to warranties, representations and guarantees made by or leased to Sellermanufacturers, if any (together with the Landsuppliers, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases vendor or other occupancy agreementsPersons, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items each case only to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, not related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements Excluded Assets or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement)Excluded Liabilities; and
k(xii) All of Seller’s membership rights to the names “Digeo” and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation“Moxi” and all derivatives thereof and all trademarks related thereto.
Appears in 1 contract
Purchase and Sale. Subject Seller agrees to all of sell and convey to Purchaser, and Purchaser agrees to buy from Seller, at the price and upon the other terms and conditions of this Agreementhereafter set forth, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s 's right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;following:
g(a) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy all of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) real property which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed is legally described on Exhibit E, "A" attached hereto;
h) All of Seller’s right, title together with any rights and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Landappurtenances pertaining thereto, including, without limitation: all databases , air and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility development rights, development roads, alleys, easements, straits and ways adjacent thereto, rights of ingress and approvals from egress thereto, any governmental strips and gores within or quasi-governmental agencybounding such real property and in profits or rights or appurtenances pertaining thereto (collectively, departmentthe "Land");
(b) the buildings, board, commission, bureau structures and improvements erected or other entity or instrumentality solely in respect of located on the Land or the Improvements; all tenant listsconsisting of an office/warehouse building located at 00000 Xxxx Xxxx, telephone and fax numbers and marketingXxxxxxx, advertising and other promotional drawingsXxxxxxx Xxxxxx, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Xxxxxxxxxx (collectively, the “Service ContractsImprovements”) (the Land and the Improvements are sometimes hereafter jointly referred to as the "Premises");
(c) all intangible property associated with the Premises and all assignable permits, warranties and licenses (if any) used in connection with the Premises, and all renewals thereof, substitutions therefor and additions thereto (collectively, the "Intangible Property");
(d) All heating and ventilating equipment, and air conditioning equipment, shades and blinds and carpeting, but only to excluding therefrom any tangible personal property not owned by Seller (collectively, the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement"Personal Property"); and
k(e) All to the extent assumed by Purchaser as contemplated in Section 6.4, the service, maintenance, operating and other contracts relating to the operation of Seller’s membership the Premises (collectively, the "Service Contracts"). The Premises, Intangible Property, Personal Property and voting interests in Service Contracts are sometimes hereafter collectively referred to as the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation"Property".
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund X L P)
Purchase and Sale. Subject Seller agrees to all of the terms and conditions of this Agreement, Seller shall sell to BuyerPurchaser, and Buyer shall purchase Purchaser agrees to buy from Seller, in accordance with the “Property,” which is defined to mean:
a) Land located near the City of Loditerms, County of San Xxxxxxxconditions and stipulations set forth in this Contract, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s 's right, title and interest in and to (i) those certain parcels of real property located at 601 and 000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, as more particularly described in Exhibit A, and any streetand all improvements thereon and appurtenances thereto (the "REAL PROPERTY"), right (ii) the furniture, furnishings, fixtures, equipment, inventory and other tangible personal property located at the Real Property and owned by Seller (but excluding any such items as are located in the Terminal Space (hereinafter defined), which shall remain the property of waySeller), alley or road abutting the Land or the Leasehold subject to the center lines thereof;
grights of the tenants under the TSA Lease (hereinafter defined) All (collectively, the "PERSONAL PROPERTY"), (iii) the construction and other contracts which are set forth on Exhibit B (collectively, the "CONSTRUCTION CONTRACTS"), (iv) the management contracts, utility contracts, service contracts, equipment leases, maintenance contracts, and other agreements pertaining to the Real Property all of which are set forth on Exhibit C (collectively, "SERVICE CONTRACTS"), (v) all plans and specifications; engineering plans and studies; floor plans and landscape plans pertaining to the Real Property in Seller’s 's possession, (vi) all mineral, oil and gas rights, water rights, sewer rights and other utility rights allocated to the Real Property, (vii) all leases of any portion of the Real Property, (viii) all appurtenances, easements, licenses, privileges and other property interests belonging or appurtenant to the Real Property, and (ix) all right, title and interest as Lessor of Seller in and to any leases or other occupancy agreementsroads, contracts or reservations for streets and ways, public and private, serving the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations Real Property (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: , all databases and mailing lists for past and present clients and customers for rights to develop the previous two years; land granted by governmental entities having jurisdiction over said land) (all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance foregoing items in (at its reasonable costi)-(ix) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i)above, collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement"PROPERTY"); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Real Estate Purchase Contract (Commercial Net Lease Realty Inc)
Purchase and Sale. Subject Purchaser hereby agrees to purchase from Seller and Seller hereby agrees to sell, transfer, assign and convey to Purchaser all of Seller's interest in the terms following properties, rights and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, assets (the “Property,” which is defined to mean:"Interests"):
(a) Land located near The undivided interests of Seller in the City of Lodi, County of San Xxxxxxx, State of California, and more specifically properties described in on Exhibit A "B" attached hereto and by this reference made a part hereof whether Seller's interests are working interests, overriding royalty interests, royalty interests or any other type of oil and gas interest;
(b) The undivided interests of Seller in the leasehold estates created by the leases, licenses, permits and other agreements described on Exhibit "B" (the “"Leases") insofar as the Leases cover and relate to the land described on Exhibit "B" (the "Land”");
b(c) The leasehold undivided interests of Seller in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, personal property and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated equipment located on the Land or used in the Leasehold(collectivelyoperation thereof including without limitation the xxxxx, well equipment, casing, tanks, boilers, buildings, tubing, pumping units, motors, pipelines, gathering lines, power lines, processing plants and dehydration facilities and all other machinery, equipment, ancillary facilities and improvements used in the “Improvements”operation of the properties (all of the foregoing are collectively referred to as the "Related Assets");
(d) All Seller's rights and obligations arising after the Effective Time (including without limitation, any calls or other preferential rights to purchase production) under any contracts, permits, licenses, servitudes, easements, rights-of-way, orders, gas purchase and sales agreements, crude oil purchase and sales agreements, surface leases, farmin and farmout agreements, bottom hole agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, options and leases of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (equipment or facilities which are appurtenant to the extent the same is or used by Seller solely in connection with its ownership, management the ownership or operation of the ImprovementsLand and Related Assets or with the production, the Leaseholdtreatment, sale or the Land)disposal of water, appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of hydrocarbons or associated substances from the Land and the Improvements Related Assets; and
(e) Copies of all files, records and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses data owned by or in the Marina Operations, and possession or control of Seller or any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit affiliate of Seller and pertaining directly relating to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together associated with the LandLeases, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold Related Assets including but not limited to the center lines thereof;
g) All of Seller’s rightall land, lease, well, division and transfer orders, prospect and title files and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper)geological data, any card key depositspressure data, reservation deposits, and any prepaid rent, storage fees decline curves and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items related matters to the extent they are part of that the Marina Operationstransfer thereof is not prohibited by existing contractual obligations with third parties.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co)
Purchase and Sale. Subject to all of the terms and conditions of this Agreementhereof, Seller shall agrees to sell and convey to Buyer, and Buyer shall agrees to purchase from SellerSeller and pay for, the following properties and assets (collectively, the “Property,” which is defined to mean:Assets”):
(a) Land located near the City of Lodiundivided Working Interests, County of San Xxxxxxx, State of Californiaassociated Net Revenue Interests, and other interests set forth on Exhibit B, together with any and all other rights, titles, and interests of Seller (including in each case, without limitation, fee mineral interests, leasehold interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests, possibilities of reverter, and conversion rights and options) in, to, under, or derived from (i) the oil and gas leases described more particularly on Exhibit A and the leasehold estates created thereby, as to all lands and depths covered thereby or the applicable part or portion thereof if specifically described limited in depth and/or areal extent in Exhibit A attached hereto (collectively, the “LandLeases”), (ii) the lands covered by the Leases or otherwise described on Exhibit A, (iii) all units created by the pooling, unitization, and communitization agreements in effect with respect to the Leases and the lands covered thereby or otherwise described on Exhibit A, and (iv) the oil and gas leases and lands included in any units with which the Leases or the lands covered thereby or otherwise described on Exhibit A may have been pooled, unitized, or communitized, and all other rights, interests, privileges, benefits, and powers of any kind or character conferred upon Seller as the owner of any of such interests;
(b) the undivided Working Interests and the associated Net Revenue Interests set forth in Exhibit B, together with any and all other rights, titles, and interests of Seller, in and to the xxxxx for the production of Hydrocarbons that are located on the Leases or on other leases or lands with which the Leases or the lands covered thereby or otherwise described on Exhibit A may have been pooled, unitized, or communitized, also described more particularly on Exhibit_B (collectively, the “Xxxxx”);
(c) all of Seller’s rights, titles, and interests in and to all crude oil, natural gas, condensate, distillate, natural gasoline, natural gas liquids, plant products, refined petroleum products, other liquid or gaseous hydrocarbons (including, without limitation, coalbed methane), sulphur, other gases (including, without limitation, hydrogen and carbon dioxide), and every other mineral or substance, or any of them, the right to explore for which, or an interest in which, is granted pursuant to the Leases or the other interests described herein (“Hydrocarbons”)
(i) produced from or allocable to the interests of Seller described in clauses (a) and (b) The leasehold of this Section 2.1 and existing in pipelines, storage tanks, or other processing or storage facilities upstream of the real property more specifically delivery points to the relevant purchasers as of the Effective Time, and (ii) produced from or allocable to such interests of Seller from and after the Effective Time;
(d) all of Seller’s rights, titles, and interests in and to all fee surface interests in land, surface leases, easements, rights-of-way, servitudes, licenses, franchises, road, railroad, and other surface use permits or agreements, and similar rights and interests (if any) located on the lands covered by the Leases or otherwise described on Exhibit A or on any units with which the Leases or the lands covered thereby or otherwise described on Exhibit A may have been pooled, unitized, or communitized, or that otherwise relate to, used in connection with or obtained for use in connection with the interests of Seller described in clauses (a) and (b) of this Section 2.1, described more particularly on Exhibit B attached hereto C (collectively, the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “LeaseReal Property Interests”);
c(e) All all of Seller’s rightrights, title titles, and interest interests in and to all equipment, machinery, fixtures, inventory, improvements, and other personal, mixed, or movable property, located on or off the improvementslands covered by the Leases or otherwise described on Exhibit A or with which the Leases or the lands covered thereby or otherwise described on Exhibit A have been pooled, unitized, or communitized, to the extent used in connection with or attributable to the interests of Seller described in clauses (a) and (b) of this Section 2.1 (except for any such personal property leased from third Persons), including, buildingswithout limitation: water xxxxx; saltwater disposal xxxxx and facilities; injection xxxxx and facilities; well equipment; casing; rods; tanks and tank batteries; boilers; tubing; pumps; pumping units and engines; platforms; Christmas trees; derricks; production facilities (whether surface or sub-sea); compressors and compression equipment; dehydration units and facilities; heater-treaters; processing, parking areasfractionation, recreational treatment, and separation plants and facilities; testing and sampling equipment; sulfur recovery units and facilities; valves; gauges; meters; generators; motors; gun barrels; flow lines; water lines; gas lines; gathering lines, landscaping, fixtureslaterals and trunk lines, and other improvements pipe lines; gas systems (excluding fixtures for gathering, treatment, and compression); chemicals; solutions; water systems (for treatment, disposal, and injection); power plants; poles; lines; transformers; starters and controllers; machine shops; tools; storage yards and equipment, materials, and supplies stored therein, to the extent charged or reasonably chargeable to the interests of Seller described in clauses (a) and (b) of this Section 2.1; vehicles; trailers; boats; buildings and camps; office furnishings and equipment; telegraph, telephone, remote telemetry, and other improvements owned by Seller’s tenants communication systems; loading docks, loading racks, and shipping facilities; spare parts; and any and all additions or licensees) now situated on accessions to, substitutions for, and replacements of any of the Land or the Leasehold(collectivelyforegoing, the “Improvements”);
d) All of Seller’s rightwherever located, title and interest in together with all tangible personal propertyattachments, including furniturecomponents, machinery, apparatusparts, equipment, building materialsand accessories installed thereon or affixed thereto, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon all as described more particularly on Exhibit D (collectively, the “Personal Property”);
(f) all fees, with the exception of certain items which Seller uses in the Marina Operationsrentals, proceeds, payments, revenues, and any items other rights and economic benefits of every kind and character accruing or payable to the owners of the Assets that are not essential attributable to the ownership, management, repair, maintenance or operation of period from and after the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated Effective Time;
(the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course g) all of Seller’s business. Prior rights, titles, and interests in and to all Contracts, the expiration transfer of which is not prohibited or restricted by a preferential right to purchase, required consent to assignment, right of first refusal, right of first offer, or similar provision or as to which the required waivers or consents have been obtained, or the appropriate time period for asserting such rights has expired, in either case as of the Inspection Period Closing Date (hereinafter definedcollectively, the “Transferred Contracts”);
(h) all Permits that are transferable by Seller to Buyer, Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of described more particularly on Exhibit F;
(i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditamentstitles, and appurtenances belonging interests in and to all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and third Persons, and rights accruing under applicable statutes of limitation or inuring prescription, insofar only as the foregoing rights and interests relate or are attributable to the benefit items listed in this Section 2.1, and do not constitute Excluded Assets, but including, without limitation, all Claims of Seller and with respect to underproduction accounts or credits pertaining to Imbalances in existence as of the LandEffective Time (collectively, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real PropertyIntangible Rights”);
f(j) All of Seller’s rightall files, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations records (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases , land and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site planstitle records, plats, surveys, engineering studies abstracts of title, title insurance policies, title opinions, and title curative, lease, contract, division order, marketing, correspondence, operations, environmental, insurance, production, accounting, regulatory, and facility and well records and files), and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued information that relate in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials way to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectivelySection 2.1, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with possession of Seller, and the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment disclosure and transfer of which is not prohibited by confidentiality or other contractual arrangements in existence on the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Closing Date (collectively, the “Service ContractsRecords”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
(k) All all of Seller’s membership rights, titles, and voting interests in and to all maps, logs, geological, geophysical, reserve engineering, and other scientific and technical information, reports, and data (including, without limitation, conventional and 3-D seismic data) that relate in any way to the Little Potato Slough Mutual Water Companyitems listed in this Section 2.1, a California nonprofit mutual benefit corporation.are owned by Seller, do not constitute Excluded Assets, and the disclosure and transfer of which is not prohibited by confidentiality or other contractual arrangements in existence on the Closing Date (collectively, the “Transferable Data”);
Appears in 1 contract
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall sell agrees to Buyersell, and Buyer shall agrees to purchase from Sellerand pay for, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title following (less and interest as Lessor in any leases or other occupancy agreements, contracts or reservations except for the use or occupancy of Excluded Assets, collectively, the Property“Assets”):
(a) the oil and gas leases more particularly described in Exhibit A (collectively, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include , together with any and all leases for the restaurantother rights, boat service providerstitles, and tenant farmers. The interests of Seller in and to (i) the leasehold estates created thereby, subject to the terms, conditions, covenants, and obligations set forth in the Leases and/or Exhibit A and (ii) the subsea lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, without limitation, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests, operating and record title interests (as such terms are commonly used by the BOEM), and all other interests of any kind or character;
(b) all oil and gas xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized that are listed on Exhibit EB (the “Xxxxx”), attached heretoand all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands, and the Xxxxx being collectively referred to hereinafter as the “Properties”);
(c) all rights and interests in, under, or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Seller in the Properties;
(d) to the extent that they may be assigned, all Applicable Contracts;
(e) to the extent that they may be assigned, all permits, licenses, servitudes, easements, rights-of-way and other surface agreements to the extent used primarily in connection with the ownership or operation of the Properties or the Personal Property, including, without limitation, those permits, licenses, servitudes, easements, rights-of-way and other surface agreements set forth on Exhibit A;
(f) all equipment, machinery, fixtures, and other real, personal, and mixed property, operational and non-operational, known or unknown, located on the Properties or the other Assets described above as of the Effective Time, including, without limitation, saltwater disposal xxxxx, well equipment, casing, rods, tanks, boilers, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, platforms, structures, materials, and other items used or formerly used in the operation thereof (“Personal Property”), including, without limitation, those items of Personal Property set forth on Exhibit A;
(g) all Hydrocarbons produced from or attributable to the Assets after the Effective Time, and all Imbalances relating to the Properties or other Assets arising after the Effective Time; and
(h) All to the extent same are in the possession of the Seller’s right, title all of the rights, titles, and interest interests of Seller in and to all booksof the files, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation depositsinformation, and any prepaid rentdata, storage fees and other revenues attributable whether written or electronically stored, primarily relating to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the LandAssets, including, without limitation: all databases (i) land and mailing lists for past title records (including abstracts of title, title opinions, and present clients title curative documents); (ii) contract files; (iii) correspondence; (iv) operations, environmental, production, and customers for the previous two years; all plans accounting records and specifications, site plans, plats, surveys, engineering studies (v) facility and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from well records but excluding any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance foregoing items that are Excluded Assets (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i“Records”), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Petroquest Energy Inc)
Purchase and Sale. Subject to all of the terms and conditions of this AgreementAgreement and except as provided in Section 2.2 hereof, for the consideration set forth in Sections 2.6 and 2.7 hereof, at the Closing, Seller shall sell agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer shall agrees to purchase and accept from Seller, all of the “Property,” which is defined to mean:
a) Land property and assets, real, personal or mixed, tangible or intangible of every kind and description, wherever located near and whether or not reflected on the City of Lodi, County of San Xxxxxxx, State of California, books and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All records of Seller’s right, title used principally in connection with or otherwise principally related to the Business (such assets and interest in the improvementsproperties, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelycollectively, the “ImprovementsTransferred Assets”);. Without limiting the generality of the foregoing, the Transferred Assets will include the following:
d(a) All (x) all of Seller’s right, title and interest in all tangible personal property, including furniturethe fixed assets, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes test equipment and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance that are described or listed on Schedule 2.1(a) as of the Land date hereof, plus (y) any fixed assets, machinery, equipment, tools, test equipment and other tangible personal property acquired by the Improvements and situated thereon Business following the date hereof but prior to the Closing in accordance with Section 6.1 hereof (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real PropertyEquipment”);
(b) all rights, benefits and interests of Seller under the Contracts listed on Schedule 2.1(b) as of the date hereof, plus any Contracts entered into following the date hereof but prior to the Closing in accordance with Section 6.1 hereof (collectively, the “Assumed Contracts”);
(c) the Inventory;
(d) the Assigned Technology, subject to the terms of the Intellectual Property Assignment and License Agreement;
(e) the Assigned Xxxx, subject to the terms of the Intellectual Property Assignment and License Agreement;
(f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereofOrdered Materials;
(g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s righttransferable, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consentsapprovals, authorizations, bonds, variances or waiversconsents, licenses, permits, utility rightsfranchises, development rights tariffs, orders and approvals from other registrations of any governmental Governmental Entity pertaining to the ownership, lease or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect use of the Land Transferred Assets or used principally in the Improvements; operation of the Business (the “Permits”);
(h) all tenant listsclaims, telephone and fax numbers and marketingchoses in action, advertising causes of action and other promotional drawings, brochures, booklets and materials similar rights of Seller to the extent that they relate exclusively pertain to the PropertyTransferred Assets, subject Assumed Liabilities or principally to Buyer’s compliance the Business in existence, accrued, or arising out of facts existing prior to the Closing Date (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection “Claims”).
(i), collectively, are referred ) all Prepayments relating to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items Assumed Contracts;
(j) all goodwill of Seller associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal PropertyBusiness, other than goodwill associated with the Marina Operations business of Seller generally; and
(collectivelyk) all documents, the “Service Contracts”) (but only operating data and records relating principally to the extent Seller’s obligations thereunder are expressly assumed Business, Transferred Assets or Assumed Liabilities, including credit records, engineering information, historical sales records and promotional literature, manuals and data, sales and purchase correspondence, lists of present, former and prospective suppliers or customers, relevant information relating to Taxes, and other similar documents and records. The Assigned Technology and Assigned Xxxx will be subject to any (i) rights retained by Buyer Seller or licenses granted to Seller pursuant to the terms Intellectual Property Assignment and License Agreement, (ii) certain licenses (including sublicenses) existing on the date hereof and as set forth on Section 4.9(c)(ii) of this Agreement); and
kthe Disclosure Schedule, and (iii) All of Seller’s membership and voting interests licenses (including sublicenses) or Contracts granted or otherwise entered into by Seller in accordance with Section 6.1 hereof prior to the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationClosing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vitesse Semiconductor Corp)
Purchase and Sale. Subject to all of Except as otherwise provided below, upon the terms and subject to the conditions of this AgreementAgreement subject to Section 7.11 (including Section 7.11 of the Disclosure Schedule), Buyer agrees to purchase, or to cause one or more of its Subsidiaries to purchase, from Seller shall sell to Buyerand its Subsidiaries and Seller agrees, and agrees to cause its Subsidiaries, to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer shall purchase from Sellerand its Subsidiaries at the Closing, the “Property,” which is defined to mean:
a) Land located near the City free and clear of Lodiall Liens, County of San Xxxxxxxother than Permitted Liens, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s and its Subsidiaries’ legal and beneficial right, title and interest in, to and under the following assets, in each case as the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated same shall exist on the Land or date of the Leasehold(collectivelyClosing (the “Closing Date”), except to the extent described in Section 2.02 (collectively, the “ImprovementsPurchased Assets”)):
(a) the Dedicated Plants;
d(b) All all of Seller’s rightthe manufacturing, title processing and interest in all tangible packaging equipment (including any spare parts therefor) and other personal property, including furniture, machineryoffice equipment and owned (but not leased) desktop and laptop computers, apparatuslocated at the Dedicated Plants or, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent used or held for use primarily in the same is used by Seller solely in connection with its ownership, management or operation conduct of the ImprovementsBusiness in the ordinary course, at (i) any multi-product plant listed on Section 2.01(b)(i) of the Disclosure Schedule (the “Multi-Product Plants”) or (ii) any warehouse, copacker facility or other facility listed on Section 2.01(b)(ii) of the Disclosure Schedule (the “Co-Manufacturing Plants”), including, without duplication, the Leaseholdplant assets listed on Section 2.01(b)(iii) to the Disclosure Schedule;
(c) all of the vehicles listed on Section 2.01(c) of the Disclosure Schedule;
(d) all raw materials, or the Land)packaging materials, applianceswork-in-process, toolsfinished goods, recreational equipment, carpeting supplies and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance inventories of the Land Business located at or in transit to or from any Dedicated Plant or Co-Manufacturing Plant and all finished goods inventory of the Improvements and situated thereon Business held on behalf of Seller or located at or in transit to or from any Multi-Product Plant or any warehouse, copacker facility or other facility listed on Section 2.01(d) of the Disclosure Schedule (collectively, the “Personal PropertyInventory”);
(e) all rights arising after the Closing Date under all Material Contracts, with to the exception of certain items which Seller uses extent relating to the Business, and all other contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments, whether written or oral, used or held for use exclusively in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation conduct of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions Business in the ordinary course of Seller’s business. Prior to (collectively, the expiration “Contracts”);
(f) all Technical Information, including the UPC codes listed on Section 2.01(f) of the Inspection Period Disclosure Schedule (hereinafter definedbut excluding any other UPC or EAN codes), Seller that is used or held for use primarily in, or related to, the conduct of the Business in the ordinary and Buyer shall usual course, as of the Closing Date;
(g) all Intellectual Property Rights that are used or held for use reasonable efforts primarily in the conduct of the Business in the ordinary course, including all Intellectual Property Rights listed on Section 2.01(g) of the Disclosure Schedule;
(h) all licenses to agree upon and prepare an inventory use Intellectual Property Rights that are used or held for use primarily in the conduct of the Business in the ordinary course, including all licenses listed on Section 2.01(h) of the Disclosure Schedule;
(i) all items constituting the Personal Propertycomputer hardware, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of itincluding owned (but not leased) desktop and laptop computers, and other systems hardware and networking and communications hardware located at the Dedicated Plants or, to the extent used or held for use primarily to operate any manufacturing, processing or packaging equipment transferred to Buyer hereunder, at any Multi-Product Plant and all software embedded therein (iiother than software embedded in any desktop or laptop computer) and all manuals, forms, guides and other materials used in connection therewith;
(j) all items constituting transferable licenses, permits and other governmental authorizations in each case used or held for use primarily in the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part conduct of itthe Business;
e(k) All all books, records, files and papers used or held for use primarily in the conduct of the Business, whether in hard copy or electronic format, including personnel records, work books (in Romanian: carti de munca), register of employees (in Romanian: Registrul Salariatilor), files and papers relating to Transferred Employees, schematics, manuals, technical information and engineering data, programming information, computerized data, employment compensation and benefit records (including, in the case of those EU Transferred Employees who are employed in the UK Business, national insurance and pay as you earn records), customer lists, files and information, quality records and reports, research records, cost information, pricing and sales data, market surveys, marketing know-how and data, mailing lists, purchase and sale records and correspondence, advertising records, other survey documents, business plans, test results, product specifications, drawings, diagrams, training manuals and literature; but, notwithstanding any of the above, excluding all books of account, financial records, Tax returns, Tax files and related Tax work papers, all documents prepared in connection with the transactions contemplated by the Transaction Documents and all minute books and corporate records of Seller and its Affiliates, in each case whether in hard copy or electronic format (such excluded materials, the “Excluded Records”);
(l) all rights arising or relating to performance from and after the Closing Date in respect of claims, counterclaims, offsets, defenses, credits, refunds and causes of action relating to the Business;
(m) all expenses, credits and payments relating exclusively to the Business prepaid or advanced for periods after the Closing Date; and
(n) all goodwill of the Business. In addition, if Buyer reasonably determines that there exist any assets, rights or other properties of Seller or any of its Subsidiaries that have been necessary to the operation of the Business as conducted by Seller and its Subsidiaries prior to the Closing Date (collectively, the “Additional Assets”), but the Additional Assets would not otherwise be included in the Purchased Assets hereunder, are of no material value to Seller or any of its Subsidiaries in the conduct of their respective businesses after the Closing Date and can be transferred to Buyer or any of its Subsidiaries without imposing any material cost or burden on Seller or any of its Subsidiaries, then all of Seller’s and its Subsidiaries’ right, title and interest in all easementsin, rights, privileges, entitlements, hereditaments, to and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which under such Additional Assets shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurantdeemed to constitute Purchased Assets hereunder, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items except to the extent they are part described in Section 2.02. For purposes of the Marina Operations.
i) All of Seller’s rightthis Section 2.01, title and interest in all intangible personal property, in its possession, related with respect to the LandChina Sugus Assets, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials each reference to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,Closing Date” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached deemed a reference to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service ContractsChina Closing Date”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject to all of the terms and conditions of this AgreementAgreement and the LOI, Seller shall hereby agrees to sell and convey, subject to Buyerthe Permitted Encumbrances (as defined below), and Buyer shall Purchaser hereby agrees to purchase from Sellerand pay for, notwithstanding the Permitted Encumbrances, the “Property,” which is defined to meanfollowing property:
(a) Land located near the City that certain tract of Lodiland and easement estates (collectively, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold situated in the real property Xxxxxx County, Texas, as more specifically particularly described in on Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant A hereto, together with all rights and appurtenances pertaining to that certain Xxxxx # XXX 0000.0 dated January 1such Land, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s all right, title and interest of Seller in the improvementsand to (i) all streets, includingalleys, buildings, parking areas, recreational facilities, landscaping, fixtureseasements, and other improvements rights of way in, on, across, in front of, abutting or adjoining the Land; and (excluding fixtures ii) all oil, gas and other minerals in, on or under the Land;
(b) all improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelyand all fixtures and other property affixed thereto (collectively, the “Improvements”);
d(c) All of Seller’s right, title and interest in all tangible personal property, including any furniture, machinery, apparatusfurnishings, equipment, building materials, supplies, signs, tools, decorations, security systems, appliancesfacilities and machinery, office equipmentand conduits to provide life safety, inventoryheat, computer hardware ventilation, air conditioning, electrical power, lighting, plumbing, security, gas, sewer and software (water thereto, to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of now located on or within the Land and the Improvements and situated thereon used in connection therewith (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated ;
(the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (id) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included landlord in the Marina Operations leases, as amended, described on Exhibit B hereto for space situated within the Land and Improvements (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (collectively, the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit Eto the extent paid to Seller, attached heretoall prepaid rents under the Lease applicable to the period from and after the Closing (as defined below), and security and other deposits under the Leases;
h(e) All all of Seller’s right, title and interest (but without warranty as to assignability) in all bookswritten contracts (if any) relating solely to the improvement, recordsmaintenance or operation of, or the provision of services or supplies solely to, the Land or the Improvements (such as trash removal or elevator, HVAC or landscaping maintenance contracts, and rate lists development and common area maintenance agreements) (whether in electronic format or reduced to papercollectively, the “Service Contracts”), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date ;
(hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
if) All all of Seller’s right, title and interest (but without warranty as to assignability) in all intangible personal propertyany unexpired warranties, in its possession, related to the Land, including, without limitation: all databases guaranties and mailing lists bonds (including manufacturers’ warranties on Personal Property and contractors’ warranties for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, tenant finish work) (if any; warranties and guaranties issued in connection with ) attributable to the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance Property (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itWarranties”);
j(g) All all of Seller’s right, title and interest (but without warranty as to assignability) in any service contracts all governmental permits, licenses, certificates and equipment leases relating authorizations, including, without limitation, water, wastewater and other utility rights, allocation, availability and/or capacity and certificates of occupancy, (if any) attributable to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations Property (collectively, the “Service ContractsPermits”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k(h) All all of Seller’s membership right, title and voting interests interest (but without warranty as to assignability) in and to all trade names (excluding, however, the Little Potato Slough Mutual Water Companyname “NewQuest Properties”), logos and other intangible rights with respect to the Property (the “Intangibles”). The matters described in items (a) through (h) above are hereinafter collectively referred to as the “Property.” To the extent that any of the personal property described in clause (c) above is owned by occupants of space at the Property or owned by any service provider pursuant to any of the Service Contracts or owned by a California nonprofit mutual benefit corporationutility pursuant to one or more Permitted Encumbrances, it shall be excluded from the definition of the term Property and from the term Personal Property as used in this Agreement.
Appears in 1 contract
Samples: Closing Agreement (Inland American Real Estate Trust, Inc.)
Purchase and Sale. Subject to all of and in accordance with the terms and conditions of this Agreement, Seller shall agrees to sell and assign to Buyer, and Buyer shall agrees to purchase and acquire from SellerSeller the following property rights (collectively, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “LandAssets”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) ): All of Seller’s right, title and interest in the improvements2.1(a) through 2.1(h), includinginclusive, buildingsas follows:
(a) All oil and gas leases, parking areasoil, recreational facilitiesgas and mineral leases, landscaping, fixtures, subleases and other improvements leaseholds, royalties, overriding royalties, net profits interests, carried interests and farmout rights (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelyas limited below, collectively, the “ImprovementsLeases”) that are described on Exhibit A-1, in each case as limited (where specified) to the acreage and/or depths specified on Exhibit A-1, but excluding Surface Rights and any such items constituting Excluded Assets, and including all instruments constituting Seller’s chain of title to the foregoing; and any and all Hydrocarbons, source water, CO2, disposal or injection xxxxx (whether producing, inactive, temporarily or permanently abandoned, shut-in or otherwise) on the Leases that are described on Exhibit A-1 or on the pooled, communitized or unitized acreage that includes all or any part of the Leases that are described on Exhibit A-1 (collectively, the “Xxxxx”), including the interests in the Xxxxx described on Exhibit A-2;
(b) All pooled, communitized or unitized acreage (the “Units”) that includes all or part of any Leases that are described on Exhibit A-1 or the Xxxxx described on Exhibit A-2, and all tenements, hereditaments and appurtenances belonging thereto (together with the Leases that are described on Exhibit A-1 and Xxxxx that are described on Exhibit A-2, the “Exhibits A-1/A-2 Oil and Gas Properties”);
(c) All contracts, agreements and instruments existing as of the Closing Date (the foregoing, subject to exclusions set forth below, the “Contracts”) by which the Xxxxxxxx X-0/X-0 Oil and Gas Properties are bound or subject or that relate to or are otherwise applicable with respect to the Exhibits A-1/A-2 Oil and Gas Properties, including operating agreements, unitization, pooling, and communitization agreements, declarations and orders, area of mutual interest agreements, joint venture agreements, farm in and farmout agreements, exploration agreements, participation agreements, marketing agreements, exchange agreements, transportation agreements, gathering agreements, agreements for the sale and purchase of Hydrocarbons and processing agreements, but excluding the Leases that are described on Exhibit A-1, the Contracts for Surface Rights and any contracts, agreements and instruments constituting Excluded Assets;
(d) All surface fee interests, easements, permits, licenses, servitudes, rights-of-way, surface leases and other rights to use the surface (the foregoing, subject to exclusions set forth below, the “Surface Rights”) appurtenant to, and used or held for use solely in connection with, the Exhibits A-1/A-2 Oil and Gas Properties, but excluding any permits and other appurtenances constituting Excluded Assets;
(e) All equipment, machinery, compressors, material compressor-related equipment, SCADA equipment, fixtures, facilities, gathering systems, subsea equipment, pipelines, flow lines, tank batteries, materials and equipment inventory, fixtures and improvements (the foregoing, subject to exclusions set forth below, the “Equipment”) located on the Xxxxxxxx X-0/X-0 Oil and Gas Properties, but excluding any such items constituting Excluded Assets and any such items disposed of by Seller as permitted under Section 8.1(a)(v);
(f) [Reserved];
(g) All Hydrocarbons produced from or attributable to the Xxxxxxxx X-0/X-0 Oil and Gas Properties after the Effective Time, all oil, condensate and scrubber liquids inventories and ethane, propane, iso butane, nor-butane and gasoline inventories from the Exhibits A-1/A-2 Oil and Gas Properties in storage as of the Effective Time, all Imbalances as of the Effective Time, together with all proceeds of any thereof, and all make-up rights attributable to periods of time from and after the Effective Time with respect to take-or-pay payments;
(h) The data, files, information and electronic records and original records of Seller (including lease files; land files; well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; logs; maps; engineering data and reports; technical evaluations and technical outputs; and other books, records, data, files and accounting records) to the extent relating to the Exhibits A-1/A-2 Oil and Gas Properties or other Assets listed in 2.1 (a)-(g), inclusive, excluding:
(1) all corporate, financial, Tax and legal data and records of Seller that relate to Seller’s business generally;
(2) any data and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a Person other than Affiliates of Seller, or by applicable Law, and for which no consent to transfer has been received or for which Buyer has not agreed in writing to pay the fee or other consideration, as applicable;
(3) all legal records and legal files of Seller, including, but not limited to, all work product of, and attorney-client communications with, Seller’s legal counsel (other than Leases that are described on Exhibit A-1, title opinions, Contracts and Seller’s working files for any Claims included in the Assumed Liabilities);
(4) any data and records relating to the sale of the Assets;
(5) any data and records constituting or relating to the Excluded Assets;
(6) [Reserved];
(7) interpretations of seismic, geological, geochemical or geophysical data; and
(8) records and information that Seller considers proprietary or confidential (including employee information, internal valuation data, business plans, reserve reports, business studies, and transaction proposals and related correspondence); (Clauses (1) through (8) shall hereinafter be referred to as the “Excluded Records” and, subject to such exclusions, the data and records described in this Section 2.1(h) shall be referred to as the “Records”); and
(i) The Marketing Agreements described on Exhibit A-4. an undivided twenty five percent (25%) of Seller’s right, title and interest in all tangible personal property2.1(j) through 2.1(q), including furnitureinclusive, machineryas follows:
(j) All Leases that are described on Exhibit G-1, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software in each case as limited (where specified) to the extent the same is used by Seller solely in connection with its ownershipacreage and/or depths specified on Exhibit G-1, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting but excluding Surface Rights and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain any such items which Seller uses in the Marina Operationsconstituting Excluded Assets, and including all instruments constituting Seller’s chain of title to the foregoing; and any items and all Xxxxx (whether producing, inactive, temporarily or permanently abandoned, shut-in or otherwise) on the Leases that are not essential to the ownership, management, repair, maintenance described on Exhibit G-1 or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include pooled, communitized or unitized acreage that includes all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s rightLeases that are described on Exhibit G-1, title and interest in all intangible personal property, in its possession, related to including the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.Xxxxx described on Exhibit G-2;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Crimson Exploration Inc.)
Purchase and Sale. Subject On the terms and subject to the conditions of ----------------- this Agreement, each of the Sellers agrees to sell, transfer, assign and deliver to the Buyer, and the Buyer agrees to accept and purchase from the Sellers, at the Closing (defined below), free and clear of Liens (defined below), all of the terms retail cookie and conditions related business and operations owned and operated by the Sellers as the "Cookie Conglomerate" at eleven (11) stores and related kiosks (each a "Store"; collectively, the "Stores") listed on Exhibit A, owned and operated by each of this Agreementthe Sellers (such business and operations being herein called, Seller shall sell to Buyercollectively, the "Acquired Business"), and Buyer shall purchase from Sellerall the assets and properties of each the Sellers of every kind and description used or held for use in connection with the Acquired Business (such assets and properties being herein called, collectively, the “Property,” which is "Acquired Assets"), other than the Excluded Assets (defined to mean:
abelow). The Acquired Assets shall include without limitation (i) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the all improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, signage, easements, rights-of-way and other improvements appurtenances thereto; (excluding fixtures and other improvements owned by Seller’s tenants or licenseesii) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, such as machinery, apparatus, equipment, building materials, supplies, signsinventories (unless designated by the Buyer on or before the Closing as an Excluded Asset), furniture and tools; (iii) all agreements, decorations, security systems, appliances, office equipment, inventory, computer hardware contracts and software instruments (to but excluding the extent the same is used by Seller solely in connection with its ownership, management or operation of the ImprovementsFranchise Agreements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina OperationsSubleases, and any items license and development agreements between any of the Sellers and the Franchisor) that are not essential to expressly assumed by the ownership, management, repair, maintenance or operation of Buyer at the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated Closing; (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (iiv) all items constituting the Personal Propertycustomer and vendor lists, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, ledgers, files, documents, correspondence, plans, drawings, marketing information, materials and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees reports and other revenues attributable similar materials, in written or electronic form; (v) all recipes, techniques, processes, methods of production and commercialization, training methods and know-how owned by each of the Sellers; (vi) store change funds in the aggregate amount set forth by Store on Exhibit B (the "Store Cash"); and (vii) all other assets listed on Schedule 1(a). The Acquired Assets shall be transferred and conveyed to the period after Buyer at the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, form of a California nonprofit mutual benefit corporation.xxxx of sale (the "Xxxx of Sale") substantially in the form of Exhibit C.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fields MRS Original Cookies Inc)
Purchase and Sale. Subject Buyer agrees to all of the terms purchase from Seller, and conditions of this Agreement, Seller shall agrees to sell to Buyer, certain real property comprising approximately 14,641 acres of real property, located in the counties of Bent, Oxxxx and Buyer shall purchase from SellerProwers (collectively, the “Property,” Counties”), Colorado, comprised of the Irrigated Acres, the Additional Pasture Acres and the Additional Owned Acres (as each is identified in Section 2(b), below), which Land is defined to mean:
a) Land located near described on the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in attached Exhibit A attached hereto (collectively, the “Land”);
b, together with all rights, easements, and benefits appurtenant to the Land, including but not limited to: (a) The leasehold in all improvements located on the Land, including but not limited to all irrigation equipment, buildings, storage bins, houses and other improvements, and any easements, servitudes, permits, licenses, and leases appurtenant to the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectivelycollectively, the “Improvements”);
d; (b) All of Seller’s all right, title and interest of Seller in all tangible personal propertyrock, including furniturelimestone, machinerygranite, apparatusconstruction aggregate, equipmentcrushed stone, building materialssand, suppliesgravel, signscaliche, toolsclay, decorationstop soil, security systems, appliances, office equipment, inventory, computer hardware and software (or other similar material or substances appurtenant to the extent the same is used by Seller solely Land, together with any and all surface use, access easements, and all other rights in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon therewith (collectively, the “Sand and Gravel”); (c) 25% of all of Seller’s right title and interest in all mineral rights associated with and/or appurtenant to the Land other than the Sand and Gravel, including, but not limited to, all right, title, interest, claim and demand in and to all oil, gas, natural gas and hydrocarbons appurtenant to the Land, together with any and all surface use, access easements, and all other rights in connection therewith (the “Minerals”) (d) all right, title and interest of Seller in personal property located on or attached to the Land (the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated ; (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (ie) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest of Seller in all easements, water and water rights, privilegesdomestic and irrigation wxxxx, entitlementswell permits, hereditamentstributary, non-tributary and appurtenances belonging to or inuring not non-tributary water, ditch and ditch rights and easement and conveyance rights appurtenant to the benefit Land (collectively, the “Water Rights”), including but not limited to: (i) the following certificated water interests: (A) 18,448.44 shares of Seller stock in the Fort Lyon Canal Company (“FLCC”), evidenced by the certificates set forth on Exhibit B (the "FLCC Shares") and pertaining (B) 45 shares of stock in the Lower Arkansas Water Management Association ("LAWMA" and such shares, evidenced by the certificates set forth on Exhibit B (the "LAWMA Shares"); (ii) all water taps and rights to acquire water taps associated with the Land; and (iii) the wxxxx located on the subject property and described in the well permits listed on Exhibit B; and (f) all wind, if anysolar, including any water or mineral air, mitigation, ecological and conservation rights owned by or leased (the (“Ecological Rights”). The Land, the Improvements, the Sand and Gravel, the 25% interest in the Minerals, the Personal Property, the Ecological Rights and the Water Rights shall collectively be referred to Seller, if any (together with herein as the “Property.” If Buyer has obtained and approved surveys of the Land, the Leaseholdlegal description of the Land as set forth in Exhibit A shall be updated to reflect the legal description set forth in the approved surveys. FLCC and LAWMA shall each hereinafter be referred to as a “Water Company”, collectively as the “Water Companies”), and those Water Rights derived from shares in the Improvements, Water Companies shall be referred to as the “Real Property”);
f) Certificated Water Rights.” All shares of capital stock in the Water Companies shall be transferred by special warranty deed and water stock transfer form. Additionally, Seller shall convey all of Seller’s 's right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or all other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operationsstructures for the Water Rights, including but not limited to, easements or rights of way or other rights to use land needed or used to divert, deliver, store, or apply water to the Land (and all other rights necessary and incidental to said easements) associated with the Water Rights and for the installation, reconstruction, maintenance, repair, removal, or other uses associated, necessary or incidental to operation of the Water Rights, together with all the diversion or storage structures, including but not limited to, all headgates, ditches, seep ditches, drainage ditches, laterals, reservoirs, reservoir outlet works, dams, water tanks, wxxxx, well casings, pipelines or other appurtenances used in association with the Water Rights. Seller shall reasonably agrees to cooperate with Buyer and execute all documents required in effecting an assignment and order to properly effectuate the transfer of the Intangible Personal Property. Prior to the expiration all of the Inspection Period, Seller above described rights (both at Closing and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreementfollowing Closing); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject to all the entry of the Bid Procedures Order and the Sale Order and upon the terms and subject to the conditions of this AgreementAgreement and the Sale Order, on the Closing Date, Seller shall sell sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase purchase, acquire and accept from Seller, the “Property,” which is defined to mean:
a) Land located near the City free and clear of Lodiall Encumbrances (other than Permitted Encumbrances), County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All all of Seller’s right, title and interest in the improvementsfollowing assets, includingproperties, buildings, parking areas, recreational facilities, landscaping, fixtures, interests and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon rights (collectively, the “Personal PropertyPurchased Assets”), with other than, for the exception avoidance of certain items which Seller uses in doubt, the Marina OperationsExcluded Assets, and any items that are not essential which, notwithstanding the foregoing provisions of this Section 2.01 to the ownershipcontrary, managementwill remain, repairas applicable, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently ownedassets, managedproperties, repaired, maintained interests and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course rights of Seller’s business. Prior to the expiration of the Inspection Period :
(hereinafter defined), a) all trademarks and service marks owned by Seller and Buyer shall use reasonable efforts to agree upon all registrations, renewals and prepare an inventory of (iapplications therefor as set forth on Schedule 2.01(a) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this referencein each case, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s rightworldwide rights, title and interest in all easementsassociated with the foregoing, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Landgoodwill associated with any of the foregoing, in each case, that are exclusively associated with the Leasehold, and the ImprovementsBrand (collectively, the “Real PropertyTrademarks”);
(b) all Contracts set forth on Schedule 2.05(b) (as described below), under the heading “Assumed Contracts” (collectively, the “Assumed Contracts”);
(c) the domain names, websites, and social media handles owned by Seller that are utilized in connection with the Business, including related passwords (collectively, the “Domain Names”), as set forth on Schedule 2.01(c);
(d) all copyrights (registered or unregistered), designs, patterns, sketches, works of authorship, creations or drawings owned by Seller and relating to products developed, manufactured, marketed or sold by Seller exclusively in connection with the Trademarks or the Business, including the applications and registrations thereof set forth on Schedule 2.01(d) (collectively, the “Copyrights”);
(e) all Other Intellectual Property;
(f) All of subject to the first proviso in this Section 2.01(f), Seller’s rightbooks and records, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s rightextent exclusively related to the Business, title and interest as Lessor in any leases or other occupancy agreementsincluding all corporate records, contracts or reservations for the use or occupancy executed copies of the PropertyAssumed Contracts, other than the dry all technical information and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall data, databases, computer files, schematics, all filings made with or records required to be retained kept by Seller (the “Leases”). The Leases shall include any Governmental Authority, all leases for the restaurantresearch and development reports, boat service providers, all financial and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, accounting records, and rate lists (whether in electronic format all creative, promotional or reduced to paper), any card key deposits, reservation depositsadvertising materials, and any prepaid rentother ledgers, storage fees files, documents, correspondence and other revenues attributable business records relating to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s rightforegoing; provided, title and interest in all intangible personal propertyhowever, in its possessionno event shall any books and records of any kind or medium, communications, corporate records, minute books, emails, correspondence or any other transmission, records or materials that, in each case, are related to the Landsale of the Business or the Purchased Assets by Seller, including, without limitation: all databases , the transactions contemplated by this Agreement, the negotiation thereof and mailing lists hereof and the consummation of the transactions contemplated hereby, constitute Purchased Assets and shall instead constitute “Excluded Assets” (as defined below) (such excluded records, the “Excluded Records”); provided, further, that Seller shall be entitled to retain a copy of such books and records described in this Section 2.01(f) that constitute Purchased Assets for past and present clients and customers for the previous two years; all plans and specificationsrecordkeeping purposes, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued which such copies shall be retained in connection accordance with the Improvements or terms of the Personal Property; Confidentiality Agreement;
(g) all transferable consentsclaims (including counterclaims), authorizations, bonds, variances or waivers, licenses, permits, utility rights, development causes of action, privileges, demands, indemnification rights against, and approvals from any governmental or quasi-governmental agencydefense of Seller, departmentin each case, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Propertyarising (in whole or in part, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licensesbut if in part, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Sellerof such part) after the Closing and exclusively related to Buyer’s obligations thereunder are expressly assumed ownership, licensing, and marketing of the Purchased Assets following the Closing;
(h) all associated income, royalties, damages, and payments due from or payable by Buyer pursuant any third party, in each case, solely to the terms extent arising (in whole or in part, but if in part, only to the extent of this Agreement)such part) after the Closing and exclusively related to Buyer’s ownership, licensing, and marketing of the Purchased Assets, including under the Assumed Contracts, following the Closing; and
k(i) All all accounts receivable and other receivables arising under or pursuant to any Assumed Contract solely to the extent arising (in whole or in part, but if in part, only to the extent of such part) after the Closing and exclusively related to Buyer’s ownership, licensing, and marketing of the Purchased Assets following the Closing, it being understood and agreed that none of Seller’s membership right to, interest in or entitlement to any fees, payments or any other amounts payable to Seller by Buyer in its capacity as a licensee under Buyer’s License that relate to the provision of any license thereunder prior to the Closing and voting interests that remain unpaid as of the Closing shall be included in Purchased Assets or be offset or credited by Buyer against any amounts payable under Buyer’s License following the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationClosing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.)
Purchase and Sale. Subject Seller hereby sells to Purchaser, and Purchaser hereby purchases from Seller, free and clear of any and all Liens (as defined below), all of the terms and conditions of this Agreementfollowing assets, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in or related to the operation, repair and maintenance of the Land and the Improvements and situated thereon Business as conducted by Seller (collectively, the “Personal PropertyPurchased Assets”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation ):
(a) The assets listed on Schedule 1.1(a) of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal PropertyAFC Disclosure Memorandum, which then shall be described in Exhibit C-1assets include, which will be attached to this Agreement andamong other things, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of itequipment that Seller has capitalized;
e(b) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Landassets, including, without limitation: , customer lists, goodwill, sales promotion literature, advertising materials and all databases and mailing lists for past and present clients and customers for other similar intangible assets, but excluding the previous two yearsExcluded Proprietary Rights (as defined below);
(c) All the inventory listed on Schedule 1.1(c) of the AFC Disclosure Memorandum; all plans and specifications, site plans, plats, surveys, engineering studies (the "Inventory");
(d) All the purchase orders and other architectural contracts and engineering drawings agreements listed on Schedule 1.1(d) of the AFC Disclosure Memorandum (the “Company Agreements”) and the rights related thereto;
(e) All Proprietary Rights (as defined below) existing as of the date of this Agreement for which all or substantially all of the Land, if any; warranties and guaranties issued in connection with use of which relates to the Improvements or Business (the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, “Transferred Rights”) subject to existing licenses, permitswhether expressed or implied, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively XXXX Joint Venture or to the Propertypurchasers of deposition equipment manufactured by Seller, subject to Buyerbut excluding (i) Seller’s compliance Patents (at its reasonable costas defined below), (ii) with applicable governmental rules Seller’s Trademarks (as defined below) other than AR 3000 and regulations regarding the assignment MDAR 3000 and transfer (iii) any other Proprietary Rights of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection Seller (clauses (i), collectively, (ii) and (iii) are collectively referred to in this Agreement as the “Intangible Personal Property,” provided Excluded Proprietary Rights”);
(f) All other property, rights, privileges and assets, tangible and intangible, of every kind and description, but excluding (i) any capitalized equipment that Intangible Personal Property shall is not include listed on Schedule 1.1(a); (ii) the Excluded Proprietary Rights; (iii) accounts receivable; and (iv) cash and cash equivalents (other than any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer deposits, advances, non-reoccurring engineering charges or other amounts related to any of the Intangible Personal Property. Prior to the expiration Company Contracts, all of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests included in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationPurchased Assets).
Appears in 1 contract
Purchase and Sale. Subject Sellers agree to all of the terms sell and conditions of this Agreement, Seller shall sell convey to Buyer, and Buyer shall agrees to purchase from SellerSellers, for the purchase price and on the terms and conditions hereinafter set forth, the “Property,” which is defined to meanMembership Interests, including, without limitation, the Company’s interest in the following property:
a(A) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically The land described in Exhibit A “A”, which is attached hereto and incorporated herein by reference, together with all right, title and interest, if any, of the Company in and to the land lying within any street or roadway adjoining said land or any vacated or hereafter vacated street or alley adjoining said land (collectively, the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
cB) All of Seller’s rightstructures, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated items that constitute real property located on the Land or the Leasehold(collectively, (the “Improvements”);
d(C) All easements and rights appurtenant to and/or benefiting all or any portion of the Land, (the “Easements”);
(D) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller the Company and currently used in connection with the operation, repair and ownership, management or maintenance of the Land or the Improvements, including, without limitation, those items set forth on Exhibit “B” attached hereto and the Improvements and situated thereon incorporated herein by reference (collectively, the “Tangible Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f(E) All intangible assets relating to the Land, the Improvements or the Tangible Personal Property, including, without limitation, any warranties or guaranties relating to the foregoing, any trade or business name(s) for the Land, Improvements and/or Tangible Personal Property (including, without limitation, the name “Oxford Rise”), all telephone exchanges for the Improvements, and all licenses, permits and certificates of Selleroccupancy for the Land, Improvements and Tangible Personal Property (collectively, the “Other Assets”); provided, however, the use of the name “Oxford Rise” shall be limited to Buyer and its permitted assignee hereunder, and only as long as Xxxx X. Xxxxxxxx holds an executive position with Buyer and its permitted assignee hereunder;
(F) All service and other contracts pertaining to the ownership, use, operation, maintenance or repair of the Land or the Improvements, including without limitation, the contracts listed on Exhibit “C” attached hereto and made a part hereof and which Buyer elects to assume at closing (the “Contracts”); and
(G) All leases and occupancy Contracts for all or any part of the Land and/or Improvements and all amendments thereto, all as described in Exhibit “D” attached hereto and incorporated herein by reference, together with those leases, occupancy Contracts, and amendments thereto which may be entered into after the date hereof as provided herein (each, individually, a “Lease,” and all collectively referred to as the “Leases”), and all security deposits, pet deposits and other deposits owned by the Company in connection therewith (collectively, the “Security Deposits”). The Company’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the LeaseholdImprovements, the Improvements or Easements, the Tangible Personal Property, other than the Marina Operations (collectivelyOther Assets, the Contracts, the Leases and the Security Deposits are collectively referred to herein as the “Service ContractsProperty”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Samples: Contract of Purchase and Sale (Preferred Apartment Communities Inc)
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall agrees to sell to Buyer, and assign and Buyer shall agrees to purchase from Seller, and pay for all of the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller in and currently used in to the operation, repair following (less and maintenance of except for the Land and the Improvements and situated thereon Excluded Assets) (collectively, the “Personal PropertyAssets”):
(a) the oil and gas leases more particularly described in Exhibit B (collectively, the “Leases”), together with the exception any and all other rights, titles and interests of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Propertyleasehold estates created thereby, which then shall be described subject to the terms, conditions, covenants and obligations set forth in the Leases and/or Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of itB, and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, without limitation, Record Title Interests, Operating Rights, Working Interests, Net Revenue Interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part other interests of itany kind or character;
e(b) All of Seller’s right, title all oil and interest in all easements, rights, privileges, entitlements, hereditaments, gas xxxxx located on the Leases and appurtenances belonging to the Lands or inuring to on other leases or lands with which the benefit of Seller and pertaining to Leases and/or the Land, if anyLands may have been pooled or unitized, including any water or mineral rights owned by or leased to Seller, if any those specified on Exhibit B (together with the Landcollectively, the Leasehold“Xxxxx”) and all Hydrocarbons produced therefrom or allocated thereto from and after the Effective Time (the Leases, the Lands, and the Improvements, Xxxxx being collectively referred to hereinafter as the “Real Properties”);
(c) the Membership Interests;
(d) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Seller in the Properties;
(e) to the extent that they may be assigned, all Applicable Contracts;
(f) to the extent that they may be assigned, all permits, licenses, servitudes, easements, rights of use, and rights-of-way to the extent used or held for use in connection with the ownership or operation of the Properties or the Personal Property (as hereinafter defined), including those specified on Exhibit B;
(g) all equipment, machinery, platforms, risers, caissons, subsea tie-backs, facilities, fixtures and other real, moveable and non-moveable personal and mixed property used in connection with or located on the Properties or the other Assets described above as of the Effective Time, including those specified on Exhibit B, and including, without limitation, well equipment, umbilicals, casing, rods, tanks, boilers, tubing, pumps, motors, inventory, separators, dehydrators, compressors, compression equipment, treaters, power lines, SCADA equipment, meters, flow lines, gathering lines, transmission lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items used in the operation thereof (“Personal Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases Imbalances relating to the operation, maintenance, ownership Properties or management of other Assets; (i) the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement)Geologic Data; and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporation.
Appears in 1 contract
Purchase and Sale. Subject to all of (a) Upon the terms and conditions and upon the basis of this Agreementthe representations, Seller shall covenants and agreements hereinafter set forth, the Underwriters hereby agree to purchase from the District for offering to the public, and the District hereby agrees to sell to Buyerthe Underwriters for such purpose, all (but not less than all) of the $[2020E Par Amount] aggregate principal amount of the Xxxxxxx Community College District 2020 General Obligatio n Bonds, 2006 Election, Series E (the “2020E Bonds”), at the purchase price of $[2020E Purchase Price], which has been computed as the aggregate principal amount of the 2020E Bonds ($[2020E Par Amount]) plus original issue premium thereon ($[2020E Premium]), and Buyer shall purchase from Sellerless Underwriters’ discount ($[2020E Discount]), and the Xxxxxxx Community College District 2020 General Obligation Bonds, 2018 Election, Series A (the “2020A Bonds” and, together with the 2020E Bonds, the “Property,” Bonds”), at the purchase price of $[2020A Purchase Price], which is defined to mean:
ahas been computed as the aggregate principal amount of the 2020A Bonds ($[2020A Par Amount]) Land located near the City of Lodi, County of San Xxxxxxx, State of Californiaplus original issue premium thereon ($[2020A Premium]), and more specifically described in Exhibit A attached hereto less Underwriters’ discount ($[2020A Discount]). The Underwriters’ discount for each series does not exceed 0.5% of the “Land”);aggregate principal amount of such series of Bonds.
(b) The leasehold in District acknowledges and agrees that (i) the real property more specifically described in Exhibit B attached hereto (purchase and sale of the “Leasehold”) held by Seller Bonds pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, this Purchase Agreement is an arm’s-length commercial transaction between the State District and the Underwriters, (ii) in connection therewith and with the discussion, undertakings and procedures leading up to the consummation of California such transaction, the Underwriters are and have been acting solely as Lessor principals and Seller not as Lessee(the “Lease”);
cagents or a fiduciaries of or municipal advisors to the District, (iii) All the Underwriters have not assumed (individually or collectively) an advisory or fiduciary responsibility in favor of Seller’s rightthe District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriters have advised or are currently advising the District on other matters) or (b) any other obligation to the District except the obligat io ns expressly set forth in this Purchase Agreement, title and interest in (iv) the improvementsDistrict has consulted with its own legal, including, buildings, parking areas, recreational facilities, landscaping, fixtures, financial and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (professional advisors to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any street, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;
g) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued it has deemed appropriate in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect offering of the Land or Bonds, and (v) the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising Underwriters have financial and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All interests that differ from those of the items listed above in this subsection District. The District acknowledges that it has previously received from the Representative a letter regarding Municipal Securities Rulemaking Board (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree uponMSRB”) Rule G-17 Disclosures, and prepare a schedule that it has provided the Underwriters acknowledgement of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations (collectively, the “Service Contracts”) (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests in the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationsuch letter.
Appears in 1 contract
Samples: Bond Purchase Agreement
Purchase and Sale. Subject For the consideration hereinafter set forth, but subject to all of the terms terms, provisions, covenants and conditions of this Agreementherein contained, Seller shall sell hereby agrees to Buyerconvey, and Buyer shall purchase from Seller, the “Property,” which is defined Purchaser hereby agrees to meanpay for:
(a) Land located near the City of Lodiland (the "Land") situated in Xxxxxxxxx County, County of San XxxxxxxMaryland, State of California, and more specifically described in Exhibit A APPENDIX 1 attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1and made a part hereof for all purposes, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, together with all buildings and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”"Improvements"), with all fixtures and other property affixed thereto (collectively, the exception of certain items which Seller uses in the Marina Operations"Fixtures"), and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course all of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined)'s estate, Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in under all easementsleases, rights, privileges, entitlements, hereditamentsrental, and tenancy agreements with tenants of the Land, the Improvements, or both (collectively, the "Leases"), and all of Seller's rights and appurtenances belonging to or inuring to (collectively, the benefit of Seller and "Benefits") pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All all of Seller’s 's estate, right, title and interest in and to any streetadjacent streets, right of alleys, rights-of-way, alley or road abutting the Land or the Leasehold to the center lines thereof;and parking areas; and
g(b) All all of Seller’s right's estate, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in and to all booksequipment, recordsmachinery, and rate lists (whether in electronic format or reduced to paper)furniture, any card key deposits, reservation deposits, and any prepaid rent, storage fees inventory and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
i) All of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations property (collectively, the “Service Contracts”"Personalty") (but only to the extent Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the terms of this Agreement); and
k) All of Seller’s membership and voting interests situated on or in the Little Potato Slough Mutual Water CompanyLand or Improvements, a California nonprofit mutual benefit corporationor used or acquired for use in the ownership, operation, management or maintenance of all existing businesses located upon the Land. The Land, the Fixtures, the Improvements, the Leases, the Benefits, and the Personality are herein called the "Property".
Appears in 1 contract
Purchase and Sale. Subject to all of the terms and conditions of this Agreement, Seller shall Xxxxxx agrees to sell and deliver and Xxxxx agrees to Buyerpurchase, accept and Buyer shall purchase from Seller, the “Property,” which is defined to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of California, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1, 1999, between the State of California as Lessor and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in pay for all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement and, by this reference, made part of it, and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s right, title and interest in and to any streetthe Assets.
(a) As used herein, right of way, alley or road abutting the Land or the Leasehold to the center lines thereof;term “Assets” refers to:
g(i) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy of the Property, other than the dry and wet slip leases included in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all booksand to the oil and gas leases described on Exhibit A attached hereto (the “Leases”), recordsto the full extent of the lands and depths covered by such Leases, such Leases covering the lands described therein, including but not limited to the lands described on Exhibit A (the “Land”), and rate lists (whether in electronic format or reduced to paper)all leasehold estates, any card key depositsrights-of-way and easements, reservation depositsall mineral, royalty, production payment, reversionary, net profit, contractual leasehold and other similar rights, estates, and any prepaid rentinterests in the Leases or Lands, storage fees and together with all other revenues attributable to the period after the Closing Date rights incident thereto;
(hereinafter defined)but shall not include any of these items to the extent they are part of the Marina Operations.
iii) All all of Seller’s right, title and interest in all intangible personal property, in its possession, related and to the Land, including, without limitation: all databases oil and mailing lists for past gas and present clients associated hydrocarbons (the “Hydrocarbons”) in and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements under or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials otherwise attributable to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules Leases and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of itLand;
j(iii) All all of Seller’s right, title and interest in any service contracts and equipment leases to all of the personal property, equipment, fixtures and improvements and other property, whether real, personal or mixed, on, appurtenant to or used or obtained by Seller relating to the operationproperties and interests described in Sections 1(a)(i) through (iii) or with the production, maintenanceinjection, ownership treatment, sale or management disposal of the LandHydrocarbons and all other substances produced therefrom or attributable thereto, the Leaseholdincluding, the Improvements or the Personal Propertywithout limitation, producing and non-producing xxxxx, injection xxxxx, disposal xxxxx, well equipment, casing, tubing, tanks, generators, boilers, buildings, pumps, motors, machinery, pipelines, flow lines, gathering systems, power lines, telephone and telegraph lines, roads, field processing plants, field offices and other than the Marina Operations furnishings related thereto;
(collectively, the “Service Contracts”iv) (but only to the extent assignable, all of Seller’s obligations thereunder are expressly assumed by Buyer pursuant right, title and interest in and to all governmental permits, licenses and authorizations (if any), as well as any applications for the same, relating to the terms of this Agreementproperties and interests described in Sections 1(a)(i) through (iii);
(v) to the extent assignable or transferrable, all original lease files, land files, well files and contract files relating to the items described in Sections 1(a)(i) through (iv) maintained by Seller (the “Records”); and
k(vi) All to the extent assignable or transferrable without payment of a fee (unless paid for by Xxxxx), all engineering, geologic, geophysical, and seismic data and licenses pertaining to the Leases and Lands (the “Data”).
(b) Specifically excepted and reserved from this transaction are the following, hereinafter referred to as the “Excluded Assets”:
(i) Seller’s corporate records, financial and tax records unrelated to the Assets, reserve estimates and reports, economic analyses, computer programs and applications, pricing forecasts, legal files, legal opinions, attorney-client communications, and attorney work product (except abstracts of title, title opinions, certificates of title, and title curative documents, which shall be furnished to Buyer), and all other records and documents subject to confidentiality provisions, or other restrictions on access or transfer; provided, however, that Seller will, upon Xxxxx’s request and at no cost or expense to Seller, request waivers of such restrictions;
(ii) all of Seller’s membership intellectual property rights, patents, copyrights, names, marks, logos, proprietary software and voting interests derivatives therefrom, geophysical data, data licensing agreements and seismic licenses between Seller and third parties, if any, and any and all geologic/geophysical interpretations and proprietary or licensed raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom, except to the extent that any such well data directly relates to the Assets or is specifically licensed to Buyer pursuant to a separate license agreement;
(iii) all rights and claims arising, occurring, or existing in favor of Seller prior to the Little Potato Slough Mutual Water CompanyEffective Time, a California nonprofit mutual benefit corporation.including, but not limited to, any and all contract rights, claims, penalties, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, erroneous payments, personal or corporate injury, property damages, royalty and other rights and claims of any nature in favor of Seller relating to any time period prior to the Effective Time;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Equus Total Return, Inc.)
Purchase and Sale. Subject to all of Upon the terms and subject to the conditions of this Agreementcontained herein, except as otherwise provided in Sections 1.3, 1.4 and 1.5 hereof, at the Closing, Seller shall sell to BuyerParent shall, and Buyer shall purchase from Sellercause the other Sellers and, the “Property,” which is defined if applicable, its other Affiliates to, sell, convey, transfer and assign to mean:
a) Land located near the City of Lodi, County of San Xxxxxxx, State of CaliforniaPurchaser, and more specifically described in Exhibit A attached hereto (the “Land”);
b) The leasehold in the real property more specifically described in Exhibit B attached hereto (the “Leasehold”) held by Seller pursuant to that certain Xxxxx # XXX 0000.0 dated January 1Purchaser shall purchase, 1999, between the State of California as Lessor assume and Seller as Lessee(the “Lease”);
c) All of Seller’s right, title and interest in the improvements, including, buildings, parking areas, recreational facilities, landscaping, fixtures, and other improvements (excluding fixtures and other improvements owned by Seller’s tenants or licensees) now situated on the Land or the Leasehold(collectively, the “Improvements”);
d) All of Seller’s right, title and interest in all tangible personal property, including furniture, machinery, apparatus, equipment, building materials, supplies, signs, tools, decorations, security systems, appliances, office equipment, inventory, computer hardware and software (to the extent the same is used by Seller solely in connection with its ownership, management or operation of the Improvements, the Leasehold, or the Land), appliances, tools, recreational equipment, carpeting and other floor coverings, window treatments, safes and other tangible personal property owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Personal Property”), with the exception of certain items which Seller uses in the Marina Operations, and any items that are not essential to the ownership, management, repair, maintenance or operation of the Improvements or the Land or the Leasehold as the same are currently owned, managed, repaired, maintained and operated (the “Excluded Personal Property Items”). The Personal Property to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller’s business. Prior to the expiration of the Inspection Period (hereinafter defined), Seller and Buyer shall use reasonable efforts to agree upon and prepare an inventory of (i) all items constituting the Personal Property, which then shall be described in Exhibit C-1, which will be attached to this Agreement acquire from Sellers and, by this referenceif applicable, made part such Affiliates, all of it, Sellers’ and (ii) all items constituting the Excluded Personal Property Items which shall be described in Exhibit C-2, which will be attached to this Agreement and, by this reference, made part of it;
e) All of Seller’s right, title and interest in all easements, rights, privileges, entitlements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any, including any water or mineral rights owned by or leased to Seller, if any (together with the Land, the Leasehold, and the Improvements, the “Real Property”);
f) All of Seller’s such Affiliates’ direct right, title and interest in and to any street, right of way, alley or road abutting (A) the Land or the Leasehold to the center lines thereof;
gEquity Interests and (B) All of Seller’s right, title and interest as Lessor in any leases or other occupancy agreements, contracts or reservations for the use or occupancy all of the Propertyassets, properties and rights (other than any Excluded Assets) of Sellers and their Affiliates (other than the dry and wet slip leases included Transferred Entities) primarily used or held for use in the Marina Operations (as depicted on the diagram(s) attached hereto as Exhibit D) which shall be retained by Seller (the “Leases”). The Leases shall include all leases for the restaurant, boat service providers, and tenant farmers. The Leases are listed on Exhibit E, attached hereto;
h) All of Seller’s right, title and interest in all books, records, and rate lists (whether in electronic format or reduced to paper), any card key deposits, reservation deposits, and any prepaid rent, storage fees and other revenues attributable to the period after the Closing Date (hereinafter defined)but shall not include any of these items to the extent they are part conduct of the Marina Operations.
i) All Business regardless of Seller’s right, title and interest in all intangible personal property, in its possession, related to the Land, including, without limitation: all databases and mailing lists for past and present clients and customers for the previous two years; all plans and specifications, site plans, plats, surveys, engineering studies and other architectural and engineering drawings for the Land, if any; warranties and guaranties issued in connection with the Improvements or the Personal Property; all transferable consents, authorizations, bonds, variances or waivers, licenses, permits, utility rights, development rights and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements; all tenant lists, telephone and fax numbers and marketing, advertising and other promotional drawings, brochures, booklets and materials to the extent they relate exclusively to the Property, subject to Buyer’s compliance (at its reasonable cost) with applicable governmental rules and regulations regarding the assignment and transfer of any governmental or quasi-governmental licenses, permits and bonds. All of the items listed above in this subsection (i), collectively, are referred to in this Agreement as the “Intangible Personal Property,” provided that Intangible Personal Property shall not include any items associated with the Marina Operations. Seller shall reasonably cooperate with Buyer in effecting an assignment and transfer of the Intangible Personal Property. Prior to the expiration of the Inspection Period, Seller and Buyer shall use reasonable efforts to agree upon, and prepare a schedule of Intangible Personal Property, which then shall be described in Exhibit F, which will be attached to this Agreement and, by this reference, made part of it;
j) All of Seller’s right, title and interest in any service contracts and equipment leases relating to the operation, maintenance, ownership or management of the Land, the Leasehold, the Improvements or the Personal Property, other than the Marina Operations where held (collectively, the “Service ContractsTransferred Assets”). Without limiting the foregoing, the Transferred Assets shall include all of the assets, properties and rights of the types set forth or described below:
(a) all real property owned by Sellers set forth on Schedule 1.2(a)) (but only the “Transferred Owned Real Property”);
(b) all Business Inventory of Sellers;
(c) all Business Personal Property (other than Business Inventory);
(d) all Transferred Intellectual Property;
(e) all Contracts of Sellers to the extent Seller’s obligations thereunder primarily relating to the Business other than real property leases and intellectual property licenses (the “Transferred Contracts”), including the Memorandum of Understanding described on Schedule 3.5 (to the extent not assigned to Honeywell Chongqing prior to Closing);
(f) all customer and vendor lists of Sellers to the extent relating primarily to the Business, all files and documents (including credit information) of Sellers to the extent relating primarily to customers and vendors of the Business; and all production data, equipment maintenance data, accounting records, inventory records, sales and sales promotional data, advertising materials, cost and pricing information, business plans, reference catalogs and any other such data and records of Sellers, in each case to the extent relating primarily to the Business; provided, however, that Sellers shall be entitled to retain copies of any such materials which are expressly assumed by Buyer necessary for their Tax, accounting, legal or other reasonable business purposes;
(g) all Permits of Sellers primarily used in the conduct of the Business to the extent the same, or a right to use the same, can be transferred to Purchaser;
(h) to the extent transferrable, all rights of Sellers under and pursuant to any warranties, representations, indemnities and guarantees made by suppliers furnishing goods or services to the terms extent relating to the Business (but excluding all such rights to the extent related to any Excluded Assets, Excluded Liabilities or any other matter for which Seller Parent has agreed to indemnify the Purchaser Indemnified Parties pursuant to Article 11 hereof);
(i) those assets, properties and rights held by Financiere described in Section 1.1(d)(i);
(j) all trade accounts receivable and trade notes receivable that arise out of this Agreementthe sale or other disposition of goods or services of the Business, whether recorded or unrecorded, except for such trade receivables from divisions or Affiliates of Sellers that are not Transferred Entities or other parts of the Business;
(k) all prepaid expenses and deposits by Sellers to the extent relating to the Business and to the extent such prepaid expenses and deposits will accrue to the benefit of Purchaser in respect of the Business and following the Closing (other than any rights to any Romanian Investment Reimbursements in respect of prepaid expenses and deposits made under the Romanian Investment Scheme); and
k(l) All of Seller’s membership all rights in or under, and voting interests in all assets and entitlements related to, all Assumed Benefit Plans to the Little Potato Slough Mutual Water Company, a California nonprofit mutual benefit corporationextent provided by Article 7.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Federal Mogul Corp)
