Common use of Real Property Assets to be Purchased Clause in Contracts

Real Property Assets to be Purchased. Upon the terms and subject to the conditions set forth herein and in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained in the Master Agreement, at the Closing, Seller agrees to sell, convey, grant, assign, and transfer to Buyer and Buyer agrees to purchase, assume, and acquire from Seller all of the Real Property Assets. The "Real Property Assets" are the following, provided, however, that the Real Property Assets shall not include any Excluded Assets: A. All of Seller's right, title, and interest in and to all real property assets, whether or not disclosed on the Final Closing Balance Sheet, including all of Seller's right, title, and interest in and to all (1) land, and buildings, fixtures, and improvements located thereon or attached thereto; (2) lots under development and finished lots, and all houses under development, completed homes, and model homes (collectively, those assets under Clauses (1) and (2) are the "Owned Real Property"); (3) purchase contracts, and option agreements for the purchase of lots or land for development and related escrow instructions and deposits (the "Contracted Real Property"); and (4) to the extent transferable, easements, franchises, licenses, permits, and rights-of-way appurtenant to or otherwise benefiting, and all development rights, mineral rights, water rights, utility capacity reservations, and other rights and appurtenances affecting or pertaining to, the items described in Clauses (1), (2) and (3) (collectively, with the Owned Real Property and the Contracted Real Property, the "Real Property"). Schedule 4.2 as referenced in Section 4.2 sets forth the Reports or a listing of the Reports in respect of the Real Property; B. To the extent transferable, all of Seller's rights, title, and interest in and to all rights and benefits in, to and under all (1) the contracts referred to in Section 1.2A(3) above; (2) sale agreements or other contracts and related escrow instructions and escrow deposits relating to the sale of lots, homes or other aspects of the Real Property; (3) contracts with suppliers, materialmen, contractors, subcontractors and others furnishing any work or materials to or for any of the Real Property; (4) reimbursement and indemnity agreements pertaining to or of any improvement, performance, payment, maintenance, fidelity, lien release, or other bonds, undertakings or similar sureties; (5) contracts with architects, designers, engineers, planners, environmental consultants, surveyors, and other consultants; (6) commission, listing and brokerage agreements;

Real Property Assets to be Purchased. Upon the terms and subject to the conditions set forth herein and in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained herein and in the Master Agreement, at the Closing, Seller HC Builders agrees to sell, convey, grant, assign, and transfer to Builder Buyer and Builder Buyer agrees to purchase, assume, purchase and acquire from Seller HC Builders all of the Real Property Assets. The "Real Property AssetsREAL PROPERTY ASSETS" will include, but are not limited to the following, provided, however, that the Real Property Assets shall not include any Excluded Assets: A. All of Seller's right, title, and interest in and to all real property assets, whether or not disclosed on the Final Closing Balance Sheet, including all of Seller's right, title, and interest in and to all (1) land, land and buildings, fixtures, and improvements located thereon or attached thereto; (2) lots under development and finished lots, and all houses under 2 106 development, completed homes, and model homes (collectively, those assets under Clauses (1) and (2) are the "Owned Real Property")homes; (3) purchase contractsall land under lease, and option agreements for the purchase of lots contract or land for development and related escrow instructions and deposits (the "Contracted Real Property")option; and (4) to the extent transferable, easements, franchises, licenses, permits, and rights-of-way appurtenant to or otherwise benefiting, and all development rights, mineral rights, water rights, utility capacity reservations, and other rights and appurtenances affecting or pertaining to, the items described in Clauses (1), (2) and (3) (collectively, with the Owned Real Property and the Contracted Real Property, the "Real PropertyREAL PROPERTY"). Schedule 4.2 SCHEDULE 5.2 as referenced in Section 4.2 5.2 sets forth the Reports or a listing of the Reports in respect of the Real Property; B. To the extent transferable, all of Seller's rights, title, and interest in and to all All rights and benefits in, to and under all (1) leases, purchase contracts, and option agreements for the contracts referred to in Section 1.2A(3) abovepurchase of lots or land for development and related escrow instructions and deposits; (2) sale agreements or other contracts and related escrow instructions and escrow deposits relating to the sale of lots, homes or other aspects of the Real Property; (3) contracts with suppliers, materialmen, contractors, subcontractors and others furnishing any work or materials to or for any of the Real Property; (4) reimbursement and indemnity agreements pertaining to or of any improvement, performance, payment, maintenance, fidelity, lien release, or other bonds, undertakings or similar sureties; (5) contracts with architects, designers, engineers, planners, environmental consultants, surveyors, and other consultants; (6) commission, listing and brokerage agreements; (7) office leases; (8) management service and construction supervisor contracts or agreements; and (9) model home furniture, fixtures and equipment leases and any model home lease or sale agreements (collectively, the "ACQUIRED CONTRACTS"). SCHEDULE 1.2 sets forth a listing of the Acquired Contracts; C. All rights and benefits in all (1) architectural, building, and engineering designs, drawings, specifications, and plans; (2) all proprietary information or rights including any and all plans, and other project related information of prior and currently active real estate projects; (3) copyrights, patents, trademarks, and applications, registrations, and renewals with respect thereto; and (4) goodwill associated therewith. The names "Hancxxx Xxxes" and "Hancxxx Communities" shall be subject to the license provisions set forth in Section 1.2E of the Asset Agreement. The foregoing is hereinafter referred to as the "INTELLECTUAL PROPERTY";

Real Property Assets to be Purchased. Upon the terms and subject to the conditions set forth herein and in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained in the Master Agreement, at the Closing, Seller agrees to sell, convey, grant, assign, and transfer to Buyer and Buyer agrees to purchase, assume, and acquire from Seller all of the Real Property Assets. The "Real Property AssetsREAL PROPERTY ASSETS" are the following, providedPROVIDED, howeverHOWEVER, that the Real Property Assets shall not include any Excluded Assets: A. All of Seller's right, title, and interest in and to all real property assets, whether or not disclosed on the Final Closing Balance Sheet, including all of Seller's right, title, and interest in and to all (1) land, and buildings, fixtures, and improvements located thereon or attached thereto; (2) lots under development and finished lots, and all houses under development, completed homes, and model homes (collectively, those assets under Clauses (1) and (2) are the "Owned Real PropertyOWNED REAL PROPERTY"); (3) purchase contracts, and option agreements for the purchase of lots or land for development and related escrow instructions and deposits (the "Contracted Real PropertyCONTRACTED REAL PROPERTY"); and (4) to the extent transferable, easements, franchises, licenses, permits, and rights-of-way appurtenant to or otherwise benefiting, and all development rights, mineral rights, water rights, utility capacity reservations, and other rights and appurtenances affecting or pertaining to, the items described in Clauses (1), (2) and (3) (collectively, with the Owned Real Property and the Contracted Real Property, the "Real PropertyREAL PROPERTY"). Schedule SCHEDULE 4.2 as referenced in Section SECTION 4.2 sets forth the Reports or a listing of the Reports in respect of the Real Property; B. To the extent transferable, all of Seller's rights, title, and interest in and to all rights and benefits in, to and under all (1) the contracts referred to in Section SECTION 1.2A(3) above; (2) sale agreements or other contracts and related escrow instructions and escrow deposits relating to the sale of lots, homes or other aspects of the Real Property; (3) contracts with suppliers, materialmen, contractors, subcontractors and others furnishing any work or materials to or for any of the Real Property; (4) reimbursement and indemnity agreements pertaining to or of any improvement, performance, payment, maintenance, fidelity, lien release, or other bonds, undertakings or similar sureties; (5) contracts with architects, designers, engineers, planners, environmental consultants, surveyors, and other consultants; (6) commission, listing and brokerage agreements;