Common use of Sale and Purchase of Property Clause in Contracts

Sale and Purchase of Property. (a) Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: (i) All that certain lot, tract or parcel of land and premises located in Baltimore, Maryland, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 (the "Existing Survey"); together with all easements, titles, estates, interests, privileges or rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, of Seller in and to any adjacent or abutting lands lying in the beds of streets, roads or alleyways, open or proposed (collectively, the "Premises"). (ii) All furniture, fixtures, equipment and other tangible personal property owned by Seller and employed in the operation of the Premises, the principal items of which are more particularly set forth on the inventory annexed hereto as EXHIBIT B (the "Personal Property"). (iii) All of Seller's right, title and interest as landlord, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under all leases of apartment units constituting portions of the Premises in existence on the date of Closing (as hereinafter defined) (the "Leases"). The Leases in existence on the date set forth on the rent roll (the "Rent Roll") annexed hereto as EXHIBIT C (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's right, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interest, if any, without representation, warranty or recourse and to the extent assignable, in and to (1) all certificates (including original certificate(s) of occupancy), licenses, permits and approvals relating to and required for the operation of the Premises, (2) all construction documents and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed in connection with the operation of the Premises or any derivations thereof (the "Intangible Assets"). (b) The Premises, Personal Property, Leases, Service Contracts and Intangible Assets are hereinafter sometimes collectively referred to as the "Property". (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation of the Property, and Buyer shall have no liability for any of such obligations, which shall remain the sole and exclusive responsibility of and shall be fully paid and discharged by Seller at, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to the terms of this Agreement.

Appears in 3 contracts

Samples: Agreement of Sale (Clover Income Properties L P), Agreement of Sale (Clover Income Properties Ii L P), Agreement of Sale (Clover Income Properties Iii Lp)

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Sale and Purchase of Property. (a) Seller hereby agrees to sell, convey, transfer, assign sell and deliver convey to Buyer, and Buyer hereby agrees to purchase from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: (i) All that certain lot, tract or parcel of land and premises located in Baltimore, Maryland, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 (the "Existing Survey"); together with all easements, titles, estates, interests, privileges or respective rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, interest of Seller in and to any adjacent or abutting lands lying the following parcels of land located in Xxxxxx Township, Carbon County, Pennsylvania that constitute a portion of the beds Overall Seller Property: (i) that certain improved parcel of streetsland used for the Xxxx Xxxxx Mountain Ski Area and containing approximately 179 acres, roads or alleyways, open or proposed as more fully described by a legal description attached hereto as Exhibit “A-1” and incorporated herein by reference (collectively, the "Premises"“Ski Area Parcel”). ; (ii) All furniturethat certain unimproved parcel of land containing approximately 9.5 acres to be used for future parking, fixtures, equipment and other tangible personal property owned as more fully described by Seller and employed in the operation of the Premises, the principal items of which are more particularly set forth on the inventory annexed a legal description attached hereto as EXHIBIT B Exhibit “A-2” and incorporated herein by reference (the "Personal Property"“Future Parking Parcel One”). ; (iii) All that certain unimproved parcel of land containing approximately 1.7 acres to be used for future parking, as more fully described by a legal description attached hereto as Exhibit “A-3” and incorporated herein by reference (the “Future Parking Parcel Two”); and (iv) that certain improved parcel of land containing approximately 11.7 acres used for existing parking, as more fully described by a legal description attached hereto as Exhibit “A-4” and incorporated herein by reference (the “Existing Parking Parcel”) (Ski Area Parcel, Future Parking Parcel One, Future Parking Parcel Two and Existing Parking Parcels are sometimes hereinafter collectively referred to as the “Land”); in each case, unless specifically excepted in this Agreement, together with the following: (a) all buildings and other improvements presently erected on the Land (the “Improvements”) (Buyer acknowledging, however, that the Future Parking Parcel One and Future Parking Parcel Two are currently unimproved); (b) all rights, privileges, grants and easements appurtenant to Seller’s interest in the Land, including without limitation, all easements, licenses, covenants and rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land subject to the provisions of this Agreement; excluding, however, all of Seller's ’s right, title and interest as landlord, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under all leases of apartment units constituting portions of the Premises in existence on the date of Closing (as hereinafter defined) (the "Leases"). The Leases in existence on the date set forth on the rent roll (the "Rent Roll") annexed hereto as EXHIBIT C (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's right, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interest, if any, without representation, warranty or recourse and to the extent assignable, in and to all land lying in the bed of any public or private street, road or alley with respect to the Land, (1the Land, the Improvements and all such included rights, privileges, easements, grants and appurtenances are sometimes referred to herein as the “Real Property”); (c) all certificates personal property, equipment, inventory and fixtures owned by Seller and located on or at the Real Property, other than that located in the Seller Leased Premises (including original certificate(s) of occupancydefined below), licenses, permits and approvals relating to and required for the operation of the Premises, (2) all construction documents and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed used exclusively in connection with the operation Real Property, unless otherwise specifically excluded pursuant to this Agreement or conveyed to Buyer pursuant to the Xxxx Frost Lease (the “Personal Property”); (d) all leases and other agreements with respect to the use and occupancy of the Premises Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (individually, a “Lease”, and collectively, the “Leases”), and rents, additional rents, reimbursements, profits, income, receipts from and after the Closing Date (subject to adjustment as provided herein) and the amount deposited (the “Security Deposits”) under any Lease in the nature of security for the performance of the obligations of the tenant or user (individually a “Tenant”, and collectively, the “Tenants”) under the Leases; (e) all of Seller’s right and interest (if any) in and to the domain name xxxx.xxx and those trademarks, trade names, and logos used in connection with the use of the Real Property as the Xxxx Xxxxx Mountain Ski Area specifically set forth on Schedule 1(e) attached hereto and incorporated herein, together with all goodwill associated therewith, all for which Buyer shall have the sole and exclusive rights (collectively, the ‘Trademarks”); provided that Seller makes no representation or warranty as to title, validity or exclusivity of any of the Trademarks; and provided further that Buyer grants to Seller a non-exclusive, royalty-free license to use names such as “Xxxx Frost” and “Xxxx Xxxxx Mountain” in connection with the future use, development, marketing and disposition of the Remaining Seller Property, or any derivations thereof portion thereof, as more fully set forth in the Easement Agreement (defined below) to be executed by Seller and Buyer. Seller agrees that the "Intangible Assets").quality of all goods or services it provides in connection with the “Xxxx Frost” or “Xxxx Xxxxx Mountain” names shall be of a standard commensurate with quality standards in the hospitality industry, and shall be at least equal to the quality of the services currently provided by Seller; (bf) all of Seller’s transferable right and interest in those permits, licenses, guaranties, approvals, certificates and warranties heretofore obtained by Seller and now existing relating to the Real Property and the Personal Property (collectively, the “Permits and Licenses”) set forth on Exhibit “C”; and The PremisesReal Property, the Personal Property, the Leases, Service Contracts the Trademarks, Permits and Intangible Assets Licenses, and the other property interests being conveyed hereunder are hereinafter sometimes collectively referred to as the "Property". (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation ”. That portion of the Property, and Buyer shall have no liability for any of such obligations, which shall remain Overall Seller Property other than the sole and exclusive responsibility of and Real Property shall be fully paid and discharged by Seller atknown, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to for the terms purposes of this Agreement, as the “Remaining Seller Property”.

Appears in 2 contracts

Samples: Agreement of Sale (Peak Resorts Inc), Agreement of Sale (Peak Resorts Inc)

Sale and Purchase of Property. (a) 1.1 Seller hereby agrees to sell, convey, transfer, assign sell and deliver convey to BuyerPurchaser, and Buyer hereby Purchaser agrees to pay the Purchase Price (hereinafter defined) and to purchase and take from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: herein contained: (i) All that certain lotthree parcels of real property located at 00000 Xxxxxxxxxx Xxxxxxxxx; 00000 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx and 00000 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx, tract or parcel in the City of land Minnetonka, County of Hennepin, State of Minnesota, legally described on Exhibit A attached hereto and premises located in Baltimore, Marylandhereby made a part hereof (hereinafter called "Land"); (ii) three office/warehouse buildings thereon, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities other buildings and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 located thereon (the hereinafter collectively called "Existing SurveyBuildings"); together with (iii) all easementsappurtenances, titles, estates, interestshereditaments, privileges and easements belonging to the Land and Buildings; (iv) all fixtures, equipment, furnishings, appliances and other items of tangible and intangible personal property which are owned by Seller, are now or rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, of Seller in and to any adjacent or abutting lands lying hereafter located in the beds of streets, roads Buildings or alleyways, open or proposed (collectively, the "Premises"). (ii) All furniture, fixtures, equipment and other tangible personal property owned by Seller and employed in the operation of the Premises, the principal items of which are more particularly set forth on the inventory annexed hereto as EXHIBIT B Land and are used in connection with the maintenance or operation thereof (the "Personal Property"). ; (iiiv) All of Seller's rightall leases, title licenses and interest other occupancy agreements as landlord, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under all leases of apartment units constituting portions of the Premises in existence set forth on the date of Closing Rent Roll attached as Exhibit C (as hereinafter defined) (collectively, the "Leases"). The Leases ) covering space situated at or within the Land and Buildings and any claim or right to claim against a tenant or occupant (collectively, the "Tenants") under any Lease and all security deposits paid or deposited by and owed to Tenants under the Leases; (vi) all of Seller's rights in existence on and to contractual rights and intangibles with respect to the date operation, maintenance, repair and improvement of the Land and Buildings, including service and maintenance agreements, construction, material and labor contracts, utility agreements and other contractual arrangements, all to the extent designated by the provisions of this Agreement as set forth on the rent roll list of contracts attached as Exhibit D (collectively, the "Rent RollContracts") annexed hereto as EXHIBIT C and (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's right, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interest, if any, without representation, warranty or recourse and to the extent assignable, in and to (1vii) all certificates (including original certificate(s) of occupancy)governmental permits, licenses, permits certificates and approvals relating to and required for the operation of the Premises, (2) all construction documents and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed in connection with the operation ownership and use of the Premises or any derivations thereof Property (collectively, the "Intangible AssetsLicenses"). ) and warranties of any contractor, manufacturer or materialman (b) The Premises, Personal Property, Leases, Service Contracts and Intangible Assets are all the property in this Section 1.1 being hereinafter sometimes all collectively referred to as the "Property"). (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation of the Property, and Buyer shall have no liability for any of such obligations, which shall remain the sole and exclusive responsibility of and shall be fully paid and discharged by Seller at, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lutheran Brotherhood Realty Fund I)

Sale and Purchase of Property. (a) Seller hereby agrees to sell, convey, transfer, assign sell and deliver convey to Buyer, and Buyer hereby agrees to purchase from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: (i) All that certain lot, tract or parcel of land and premises located in Baltimore, Maryland, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 (the "Existing Survey"); together with all easements, titles, estates, interests, privileges or respective rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, interest of Seller in and to any adjacent or abutting lands lying the following parcels of land located in Xxxxxx Township, Carbon County, Pennsylvania that constitute a portion of the beds Overall Seller Property: (i) that certain improved parcel of streetsland used for the Xxxx Frost Mountain Ski Area and containing approximately 179 acres, roads or alleyways, open or proposed as more fully described by a legal description attached hereto as Exhibit “A-1” and incorporated herein by reference (collectively, the "Premises"“Ski Area Parcel”). ; (ii) All furniturethat certain unimproved parcel of land containing approximately 9.5 acres to be used for future parking, fixtures, equipment and other tangible personal property owned as more fully described by Seller and employed in the operation of the Premises, the principal items of which are more particularly set forth on the inventory annexed a legal description attached hereto as EXHIBIT B Exhibit “A-2” and incorporated herein by reference (the "Personal Property"“Future Parking Parcel One”). ; (iii) All that certain unimproved parcel of land containing approximately 1.7 acres to be used for future parking, as more fully described by a legal description attached hereto as Exhibit “A-3” and incorporated herein by reference (the “Future Parking Parcel Two”); and (iv) that certain improved parcel of land containing approximately 11.7 acres used for existing parking, as more fully described by a legal description attached hereto as Exhibit “A-4” and incorporated herein by reference (the “Existing Parking Parcel”) (Ski Area Parcel, Future Parking Parcel One, Future Parking Parcel Two and Existing Parking Parcels are sometimes hereinafter collectively referred to as the “Land”); in each case, unless specifically excepted in this Agreement, together with the following: (a) all buildings and other improvements presently erected on the Land (the “Improvements”) (Buyer acknowledging, however, that the Future Parking Parcel One and Future Parking Parcel Two are currently unimproved); (b) all rights, privileges, grants and easements appurtenant to Seller’s interest in the Land, including without limitation, all easements, licenses, covenants and rights-of -way or other appurtenances used in connection with the beneficial use and enjoyment of the Land subject to the provisions of this Agreement; excluding, however, all of Seller's ’s right, title and interest as landlord, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under all leases of apartment units constituting portions of the Premises in existence on the date of Closing (as hereinafter defined) (the "Leases"). The Leases in existence on the date set forth on the rent roll (the "Rent Roll") annexed hereto as EXHIBIT C (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's right, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interest, if any, without representation, warranty or recourse and to the extent assignable, in and to all land lying in the bed of any public or private street, road or alley with respect to the Land, (1the Land, the Improvements and all such included rights, privileges, easements, grants and appurtenances are sometimes referred to herein as the “Real Property”); (c) all certificates personal property, equipment, inventory and fixtures owned by Seller and located on or at the Real Property, other than that located in the Seller Leased Premises (including original certificate(s) of occupancydefined below), licenses, permits and approvals relating to and required for the operation of the Premises, (2) all construction documents and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed used exclusively in connection with the operation Real Property, unless otherwise specifically excluded pursuant to this Agreement or conveyed to Buyer pursuant to the Xxxx Xxxxx Lease (the “Personal Property”); (d) all leases and other agreements with respect to the use and occupancy of the Premises Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (individually, a “Lease”, and collectively, the “Leases”), and rents, additional rents, reimbursements, profits, income, receipts from and after the Closing Date (subject to adjustment as provided herein) and the amount deposited (the “Security Deposits”) under any Lease in the nature of security for the performance of the obligations of the tenant or user (individually a “Tenant”, and collectively, the “Tenants”) under the Leases; (e) all of Seller’s right and interest (if any) in and to the domain name xxxx.xxx and those trademarks, trade names, and logos used in connection with the use of the Real Property as the Xxxx Frost Mountain Ski Area specifically set forth on Schedule 1(e) attached hereto and incorporated herein, together with all goodwill associated therewith, all for which Buyer shall have the sole and exclusive rights (collectively, the “Trademarks”); provided that Seller makes no representation or warranty as to title, validity or exclusivity of any of the Trademarks; and provided further that Buyer grants to Seller a non-exclusive, royalty-free license to use names such as “Xxxx Xxxxx” and “Xxxx Frost Mountain” in connection with the future use, development, marketing and disposition of the Remaining Seller Property, or any derivations thereof portion thereof, as more fully set forth in the Easement Agreement (defined below) to be executed by Seller and Buyer. Seller agrees that the "Intangible Assets").quality of all goods or services it provides in connection with the “Xxxx Xxxxx” or “Xxxx Frost Mountain” names shall be of a standard commensurate with quality standards in the hospitality industry, and shall be at least equal to the quality of the services currently provided by Seller; (bf) all of Seller’s transferable right and interest in those permits, licenses, guaranties, approvals, certificates and warranties heretofore obtained by Seller and now existing relating to the Real Property and the Personal Property (collectively, the “Permits and Licenses”) set forth on Exhibit “C”; and The PremisesReal Property, the Personal Property, the Leases, Service Contracts the Trademarks, Permits and Intangible Assets Licenses, and the other property interests being conveyed hereunder are hereinafter sometimes collectively referred to as the "Property". (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation ”. That portion of the Property, and Buyer shall have no liability for any of such obligations, which shall remain Overall Seller Property other than the sole and exclusive responsibility of and Real Property shall be fully paid and discharged by Seller atknown, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to for the terms purposes of this Agreement, as the “Remaining Seller Property”.

Appears in 1 contract

Samples: Sale Agreement (Blue Ridge Real Estate Co)

Sale and Purchase of Property. (a) Seller hereby agrees to sell, convey, transfer, assign sell and deliver convey to Buyer, and Buyer hereby agrees to purchase from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: (i) All that certain lot, tract or parcel of land and premises located in Baltimore, Maryland, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 (the "Existing Survey"); together with all easements, titles, estates, interests, privileges or respective rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, interest of Seller in and to any adjacent or abutting lands lying the following parcel of land located in Xxxxxx Township, Carbon County, Pennsylvania which constitutes a portion of the Overall Seller Property: (i) that certain improved parcel of land used for the Big Boulder Ski Area and containing approximately 111.29 acres, as more fully described by a legal description attached hereto as Exhibit “B”, and as shown on the Subdivision Plan attached hereto as Exhibit “B-1 “, and incorporated herein by reference (“Ski Area Parcel”) (Ski Area Parcel is sometimes hereinafter referred to as the “Land”); and unless specifically excepted in this Agreement, together with the following: (a) all buildings and other improvements presently erected on the Land (the “Improvements”); (b) all rights, privileges, grants and easements appurtenant to Seller’s interest in the beds Land, including without limitation, all easements, licenses, covenants and rights-of streets, roads -way or alleyways, open or proposed (collectively, other appurtenances used in connection with the "Premises"). (ii) All furniture, fixtures, equipment beneficial use and other tangible personal property owned by Seller and employed in the operation enjoyment of the PremisesLand subject to the provisions of this Agreement; excluding, the principal items of which are more particularly set forth on the inventory annexed hereto as EXHIBIT B (the "Personal Property"). (iii) All however, all of Seller's ’s right, title and interest in and to all land lying in the bed of any public or private street, road or alley with respect to the Land, (the Land, the Improvements and all such included rights, privileges, easements, grants and appurtenances are sometimes referred to herein as landlordthe “Real Property”); (c) all personal property, without representationequipment, warranty inventory and fixtures owned by Seller and located on or recourse except as at the Real Property, other than that located in the Seller Leased Premises (defined below), or used exclusively in connection with the Real Property, unless otherwise specifically provided in excluded pursuant to this Agreement, in, Agreement or conveyed to and under Buyer pursuant to the Big Boulder Lease (the “Personal Property”); (d) all leases of apartment units constituting portions and other agreements with respect to the use and occupancy of the Premises in existence on Real Property, together ‘with all amendments and modifications thereto and any guaranties provided thereunder (individually, a “Lease”, and collectively, the date of “Leases”), and rents, additional rents, reimbursements, profits, income, receipts from and after the Closing Date (subject to adjustment as hereinafter definedprovided herein) and the amount deposited (the "“Security Deposits”) under any Lease in the nature of security for the performance of the obligations of the tenant or user (individually a “Tenant”, and collectively, the “Tenants”) under the Leases"). The Leases ; (e) all of Seller’s right and interest (if any) in existence on and to those trademarks, tradenames and logos used in connection with the date use of the Real Property as the Big Boulder Ski Resort specifically set forth on the rent roll (the "Rent Roll"Schedule 1(e) annexed attached hereto as EXHIBIT C (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's rightand incorporated herein, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interestall goodwill, if any, without representationrelated to said names and logos, all for which Buyer shall have the sole and exclusive rights (collectively, the “Tradenames”); provided that Seller makes no representation or warranty as to title, validity or recourse and to the extent assignable, in and to (1) all certificates (including original certificate(s) exclusivity of occupancy), licenses, permits and approvals relating to and required for the operation any of the PremisesTradenames; and provided further that Buyer grants to Seller a non-exclusive, (2) all construction documents royalty-free license to use names such as “Big Boulder” and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed “Big Boulder Mountain” in connection with the operation future use, development, marketing and disposition of the Premises Remaining Seller Property, or any derivations thereof portion thereof, as more fully set forth in the Easement Agreement (defined below) to be executed by Seller and Buyer. Seller agrees that the "Intangible Assets").quality of all goods or services it provides in connection with the “Big Boulder” or “Big Boulder Mountain” names shall be of a standard commensurate with quality standards in the hospitality industry, and shall be at least equal to the quality of the services currently provided by Seller; (bf) all of Seller’s transferable right and interest in those permits, licenses, guaranties, approvals, certificates and warranties heretofore obtained by Seller and now existing relating to the Real Property and the Personal Property (collectively, the “Permits and Licenses”) set forth on Exhibit “C”; and The PremisesReal Property, the Personal Property, the Leases, Service Contracts the Tradenames, Permits and Intangible Assets Licenses, and the other property interests being conveyed hereunder are hereinafter sometimes collectively referred to as the "Property". (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation ”. That portion of the Property, and Buyer shall have no liability for any of such obligations, which shall remain Overall Seller Property other than the sole and exclusive responsibility of and Real Property shall be fully paid and discharged by Seller atknown, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to for the terms purposes of this Agreement, as the “Remaining Seller Property”.

Appears in 1 contract

Samples: Agreement of Sale (Peak Resorts Inc)

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Sale and Purchase of Property. (a) Seller hereby agrees to sell, convey, transfer, assign sell and deliver convey to Buyer, and Buyer hereby agrees to purchase from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: (i) All that certain lot, tract or parcel of land and premises located in Baltimore, Maryland, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 (the "Existing Survey"); together with all easements, titles, estates, interests, privileges or respective rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, interest of Seller in and to any adjacent or abutting lands lying the following parcel of land located in Xxxxxx Township, Carbon County, Pennsylvania which constitutes a portion of the Overall Seller Property: (i) that certain improved parcel of land used for the Big Boulder Ski Area and containing approximately 111.29 acres, as more fully described by a legal description attached hereto as Exhibit “B”, and as shown on the Subdivision Plan attached hereto as Exhibit “B-1 ”, and incorporated herein by reference (“Ski Area Parcel”) (Ski Area Parcel is sometimes hereinafter referred to as the “Land”); and unless specifically excepted in this Agreement, together with the following: (a) all buildings and other improvements presently erected on the Land (the “Improvements”); (b) all rights, privileges, grants and easements appurtenant to Seller’s interest in the beds Land, including without limitation, all easements, licenses, covenants and rights-of streets, roads -way or alleyways, open or proposed (collectively, other appurtenances used in connection with the "Premises"). (ii) All furniture, fixtures, equipment beneficial use and other tangible personal property owned by Seller and employed in the operation enjoyment of the PremisesLand subject to the provisions of this Agreement; excluding, the principal items of which are more particularly set forth on the inventory annexed hereto as EXHIBIT B (the "Personal Property"). (iii) All however, all of Seller's ’s right, title and interest in and to all land lying in the bed of any public or private street, road or alley with respect to the Land, (the Land, the Improvements and all such included rights, privileges, easements, grants and appurtenances are sometimes referred to herein as landlordthe “Real Property”); (c) all personal property, without representationequipment, warranty inventory and fixtures owned by Seller and located on or recourse except as at the Real Property, other than that located in the Seller Leased Premises (defined below), or used exclusively in connection with the Real Property, unless otherwise specifically provided in excluded pursuant to this Agreement, in, Agreement or conveyed to and under Buyer pursuant to the Big Boulder Lease (the “Personal Property”); (d) all leases of apartment units constituting portions and other agreements with respect to the use and occupancy of the Premises in existence on Real Property, together ‘with all amendments and modifications thereto and any guaranties provided thereunder (individually, a “Lease”, and collectively, the date of “Leases”), and rents, additional rents, reimbursements, profits, income, receipts from and after the Closing Date (subject to adjustment as hereinafter definedprovided herein) and the amount deposited (the "“Security Deposits”) under any Lease in the nature of security for the performance of the obligations of the tenant or user (individually a “Tenant”, and collectively, the “Tenants”) under the Leases"). The Leases ; (e) all of Seller’s right and interest (if any) in existence on and to those trademarks, tradenames and logos used in connection with the date use of the Real Property as the Big Boulder Ski Resort specifically set forth on the rent roll (the "Rent Roll"Schedule 1(e) annexed attached hereto as EXHIBIT C (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's rightand incorporated herein, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interestall goodwill, if any, without representationrelated to said names and logos, all for which Buyer shall have the sole and exclusive rights (collectively, the “Tradenames”); provided that Seller makes no representation or warranty as to title, validity or recourse and to the extent assignable, in and to (1) all certificates (including original certificate(s) exclusivity of occupancy), licenses, permits and approvals relating to and required for the operation any of the PremisesTradenames; and provided further that Buyer grants to Seller a non-exclusive, (2) all construction documents royalty-free license to use names such as “Big Boulder” and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed “Big Boulder Mountain” in connection with the operation future use, development, marketing and disposition of the Premises Remaining Seller Property, or any derivations thereof portion thereof, as more fully set forth in the Easement Agreement (defined below) to be executed by Seller and Buyer. Seller agrees that the "Intangible Assets").quality of all goods or services it provides in connection with the “Big Boulder” or “Big Boulder Mountain” names shall be of a standard commensurate with quality standards in the hospitality industry, and shall be at least equal to the quality of the services currently provided by Seller; (bf) all of Seller’s transferable right and interest in those permits, licenses, guaranties, approvals, certificates and warranties heretofore obtained by Seller and now existing relating to the Real Property and the Personal Property (collectively, the “Permits and Licenses”) set forth on Exhibit “C”; and The PremisesReal Property, the Personal Property, the Leases, Service Contracts the Tradenames, Permits and Intangible Assets Licenses, and the other property interests being conveyed hereunder are hereinafter sometimes collectively referred to as the "Property". (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation ”. That portion of the Property, and Buyer shall have no liability for any of such obligations, which shall remain Overall Seller Property other than the sole and exclusive responsibility of and Real Property shall be fully paid and discharged by Seller atknown, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to for the terms purposes of this Agreement, as the “Remaining Seller Property”.

Appears in 1 contract

Samples: Agreement of Sale (Peak Resorts Inc)

Sale and Purchase of Property. (a) 1.1 Seller hereby agrees to sell, convey, transfer, assign sell and deliver convey to BuyerPurchaser, and Buyer hereby Purchaser agrees to pay the Purchase Price (hereinafter defined) and to purchase and take from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: herein contained: (i) All that certain lot, tract or one parcel of land real property located at 0000 Xxxxxxxx Xxxxxx North, in the City of New Hope, County of Hennepin, State of Minnesota, legally described on Exhibit A attached hereto and premises located in Baltimore, Marylandhereby made a part hereof (hereinafter called "Land"); (ii) one office/warehouse building thereon, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities other buildings and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 located thereon (the hereinafter collectively called "Existing SurveyBuildings"); together with (iii) all easementsappurtenances, titles, estates, interestshereditaments, privileges and easements belonging to the Land and Buildings; (iv) all fixtures, equipment, furnishings, appliances and other items of tangible and intangible personal property which are owned by Seller, are now or rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, of Seller in and to any adjacent or abutting lands lying hereafter located in the beds of streets, roads Buildings or alleyways, open or proposed (collectively, the "Premises"). (ii) All furniture, fixtures, equipment and other tangible personal property owned by Seller and employed in the operation of the Premises, the principal items of which are more particularly set forth on the inventory annexed hereto as EXHIBIT B Land and are used in connection with the maintenance or operation thereof (the "Personal Property"). ; (iiiv) All of Seller's rightall leases, title licenses and interest other occupancy agreements as landlord, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under all leases of apartment units constituting portions of the Premises in existence set forth on the date of Closing Rent Roll attached as Exhibit C (as hereinafter defined) (collectively, the "Leases"). The Leases ) covering space situated at or within the Land and Buildings and any claim or right to claim against a tenant or occupant (collectively, the "Tenants") under any Lease and all security deposits paid or deposited by and owed to Tenants under the Leases; (vi) all of Seller's rights in existence on and to contractual rights and intangibles with respect to the date operation, maintenance, repair and improvement of the Land and Buildings, including service and maintenance agreements, construction, material and labor contracts, utility agreements and other contractual arrangements, all to the extent designated by the provisions of this Agreement as set forth on the rent roll list of contracts attached as Exhibit D (collectively, the "Rent RollContracts") annexed hereto as EXHIBIT C and (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's right, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interest, if any, without representation, warranty or recourse and to the extent assignable, in and to (1vii) all certificates (including original certificate(s) of occupancy)governmental permits, licenses, permits certificates and approvals relating to and required for the operation of the Premises, (2) all construction documents and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed in connection with the operation ownership and use of the Premises or any derivations thereof Property (collectively, the "Intangible AssetsLicenses"). ) and warranties of any contractor, manufacturer or materialman (b) The Premises, Personal Property, Leases, Service Contracts and Intangible Assets are all the property in this Section 1.1 being hereinafter sometimes all collectively referred to as the "Property"). (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation of the Property, and Buyer shall have no liability for any of such obligations, which shall remain the sole and exclusive responsibility of and shall be fully paid and discharged by Seller at, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lutheran Brotherhood Realty Fund I)

Sale and Purchase of Property. (a) Seller hereby agrees to sell, convey, transfer, assign sell and deliver convey to Buyer, and Buyer hereby agrees to purchase from Seller, on and subject to the terms and conditions set forth in this Agreement, all of the following properties and assets: (i) All that certain lot, tract or parcel of land and premises located in Baltimore, Maryland, together with the 299 unit apartment complex including the two (2) office spaces constructed thereon, including all recreational facilities, parking areas and amenities and improvements appurtenant thereto, known as the Willowbrook Apartments, as more particularly described in the metes and bounds legal description annexed hereto as EXHIBIT A-1 and Seller's existing title survey annexed hereto as EXHIBIT A-2 (the "Existing Survey"); together with all easements, titles, estates, interests, privileges or respective rights, if any, with respect thereto, including, without limitation, all right, title and interest, if any, interest of Seller in and to any adjacent or abutting lands lying the following parcel of land located in Xxxxxx Township, Carbon County, Pennsylvania which constitutes a portion of the Overall Seller Property: (i) that certain improved parcel of land used for the Big Boulder Ski Area and containing approximately 111.29 acres, as more fully described by a legal description attached hereto as Exhibit “B”, and as shown on the Subdivision Plan attached hereto as Exhibit “B-1”, and incorporated herein by reference (“Ski Area Parcel”) (Ski Area Parcel is sometimes hereinafter referred to as the “Land”); and unless specifically excepted in this Agreement, together with the following: (a) all buildings and other improvements presently erected on the Land (the “Improvements”); (b) all rights, privileges, grants and easements appurtenant to Seller’s interest in the beds Land, including without limitation, all easements, licenses, covenants and rights-of streets, roads -way or alleyways, open or proposed (collectively, other appurtenances used in connection with the "Premises"). (ii) All furniture, fixtures, equipment beneficial use and other tangible personal property owned by Seller and employed in the operation enjoyment of the PremisesLand subject to the provisions of this Agreement; excluding, the principal items of which are more particularly set forth on the inventory annexed hereto as EXHIBIT B (the "Personal Property"). (iii) All however, all of Seller's ’s right, title and interest in and to all land lying in the bed of any public or private street, road or alley with respect to the Land, (the Land, the Improvements and all such included rights, privileges, easements, grants and appurtenances are sometimes referred to herein as landlordthe “Real Property”); (c) all personal property, without representationequipment, warranty inventory and fixtures owned by Seller and located on or recourse except as at the Real Property, other than that located in the Seller Leased Premises (defined below), or used exclusively in connection with the Real Property, unless otherwise specifically provided in excluded pursuant to this Agreement, in, Agreement or conveyed to and under Buyer pursuant to the Big Boulder Lease (the “Personal Property”); (d) all leases of apartment units constituting portions and other agreements with respect to the use and occupancy of the Premises in existence on Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (individually, a “Lease”, and collectively, the date of “Leases”), and rents, additional rents, reimbursements, profits, income, receipts from and after the Closing Date (subject to adjustment as hereinafter definedprovided herein) and the amount deposited (the "“Security Deposits”) under any Lease in the nature of security for the performance of the obligations of the tenant or user (individually a “Tenant”, and collectively, the “Tenants”) under the Leases"). The Leases ; (e) all of Seller’s right and interest (if any) in existence on and to those trademarks, tradenames and logos used in connection with the date use of the Real Property as the Big Boulder Ski Resort specifically set forth on the rent roll (the "Rent Roll"Schedule 1(e) annexed attached hereto as EXHIBIT C (the "Existing Leases") are more particularly described on the Rent Roll. (iv) All of Seller's rightand incorporated herein, title and interest, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, in, to and under the contracts and agreements relating to the use, occupancy and operation of the Premises (the "Service Contracts"), a schedule of which Service Contracts is annexed hereto as EXHIBIT D. (v) All of Seller's right, title and interestall goodwill, if any, without representationrelated to said names and logos, all for which Buyer shall have the sole and exclusive rights (collectively, the “Tradenames”); provided that Seller makes no representation or warranty as to title, validity or recourse and to the extent assignable, in and to (1) all certificates (including original certificate(s) exclusivity of occupancy), licenses, permits and approvals relating to and required for the operation any of the PremisesTradenames; and provided further that Buyer grants to Seller a non-exclusive, (2) all construction documents royalty-free license to use names such as “Big Boulder” and as-built plans, architectural and engineering plans, specifications, studies and reports relating to the Premises, and (3) the trade or business name "Willowbrook Apartments" employed “Big Boulder Mountain” in connection with the operation future use, development, marketing and disposition of the Premises Remaining Seller Property, or any derivations thereof portion thereof, as more fully set forth in the Easement Agreement (defined below) to be executed by Seller and Buyer. Seller agrees that the "Intangible Assets").quality of all goods or services it provides in connection with the “Big Boulder” or “Big Boulder Mountain” names shall be of a standard commensurate with quality standards in the hospitality industry, and shall be at least equal to the quality of the services currently provided by Seller; (bf) all of Seller’s transferable right and interest in those permits, licenses, guaranties, approvals, certificates and warranties heretofore obtained by Seller and now existing relating to the Real Property and the Personal Property (collectively, the “Permits and Licenses”) set forth on Exhibit “C”; and The PremisesReal Property, the Personal Property, the Leases, Service Contracts the Tradenames, Permits and Intangible Assets Licenses, and the other property interests being conveyed hereunder are hereinafter sometimes collectively referred to as the "Property". (c) This Agreement does not include, and there is hereby specifically excluded from the sale and purchase contemplated hereby, all cash in accounts and accounts receivable and accounts payable and any other obligations of Seller arising in connection with Seller's use, occupancy or operation ”. That portion of the Property, and Buyer shall have no liability for any of such obligations, which shall remain Overall Seller Property other than the sole and exclusive responsibility of and Real Property shall be fully paid and discharged by Seller atknown, prior to or following Closing, unless otherwise assigned to and assumed by Buyer pursuant to for the terms purposes of this Agreement, as the “Remaining Seller Property”.

Appears in 1 contract

Samples: Sale Agreement (Blue Ridge Real Estate Co)

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