Common use of Sale and Purchase of Property Clause in Contracts

Sale and Purchase of Property. Seller agrees to sell and convey to ----------------------------- Purchaser, and Purchaser agrees to purchase from Seller, at the price and upon the terms, provisions and conditions set forth in this Agreement, that certain tract or parcel of land located in Xxx County, Ft. Xxxxx, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Land"), together with (i) all buildings and other improvements situated on ---- the Land (collectively, the "Improvements"), (ii) all oil, gas and mineral ------------ rights of Seller, if any, in and to the Land, (iii) all right, title and interest of Seller in and to all easements, rights of way, reservations, privileges, appurtenances, and other estates pertaining to the Land or the Improvements, (iv) all right, title and interest of Seller, if any, in and to the fixtures, machinery, equipment. supplies and other articles of personal property attached or appurtenant to the Land or the Improvements, (collectively, the "Personal -------- Property"), (v) all right, title and interest of Seller, if any, in and to all -------- intangible assets relating to the Improvements, including, without limitation, any warranties or guaranties relating to the Improvements and the trade name(s) of the Improvements, (vi) all right, title and interest of Seller, if any, in and to all strips and gores, all alleys adjoining the Land to the center line thereof, and all right, title and interest of Seller, if any, in and to any award made or to be made in lieu thereof and in and to any unpaid award for any taking by condemnation or any damages to the Land or the Improvements by reason of a change of grade of any street, road or avenue, and (vii) all right, title and interest of Seller in and to the Lease (the Land, the Improvements and all of the foregoing items listed in clauses (i)-(vii) above being hereinafter sometimes collectively referred to as the "Premises"). Anything contained in -------- this Paragraph 3 to the contrary notwithstanding and provided that Purchaser enters into a separate Development Agreement with The Xxxxx Group on or before the end of the Inspection Period, wherein The Xxxxx Group shall construct the building pursuant to terms and conditions satisfactory to Purchaser and The Xxxxx Group. Seller is also selling or conveying to Purchaser, and Purchaser is also purchasing or receiving from Seller, Seller's right, title and interest in and to (A) that certain Short Form Option Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3789 of the Public Records of Xxx County, Florida ("Option on Option Property 1"); (B) that certain Short Form Option --------------------------- Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3795 of the Public Records of Xxx County, Florida ("Option on Option Property 2"); and (C) --------------------------- the real property identified in the Option on Option Property 1, and the Option on Option Property 2.

Sale and Purchase of Property. Upon transfer of all of Seller’s right title and interest in the Properties to SPE, Seller agrees will sell to sell Buyer and convey to ----------------------------- Purchaser, and Purchaser agrees to Buyer will purchase from Seller, at the price and upon the terms, provisions terms and conditions hereinafter set forth in this Agreementforth, that certain tract or parcel of land located in Xxx County, Ft. Xxxxx, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Land"), together with (i) all buildings and other improvements situated on ---- the Land (collectively, the "Improvements"), (ii) all oil, gas and mineral ------------ rights of Seller’s right, if any, title and interest in and to the SPE. The term “Property” as used in this Agreement shall mean the following: (a) the Land, ; (iiib) all right, title and interest of each Seller in and to any buildings or other improvements situate on its Land (the “Improvements”), except as set forth in Article 19 below; (c) all right, title and interest of each Seller in and to all easements, rights of way, reservationsdevelopment rights, riparian rights, privileges, appurtenances, appurtenances and other estates rights pertaining to the its Land or and the Improvements, ; (ivd) all right, title and interest of each Seller, if any, in and to the fixtures, machinery, equipment. supplies , articles of personal property and other articles improvements in the nature of personal property attached or appurtenant to to, or located on or used in connection with the use or operation of its Land or the ImprovementsImprovements (the “Personal Property”), except as set forth in Article 19 below; (e) each Seller’s interest as landlord under the leases, and any other agreements to occupy all or a portion of its Property, which are listed on Exhibits “C-1” through “C-3”, attached hereto (collectively, the "Personal -------- Property"“Leases”), ; (vf) all right, title and interest of Seller, if any, in and to all -------- intangible assets relating to the Improvements, including, without limitation, any warranties or guaranties relating to the Improvements and the trade name(s) of the Improvements, (vi) all right, title and interest of Seller, if any, in and to all strips and gores, all alleys adjoining the Land to the center line thereof, and all right, title and interest of each Seller, if any, in and to any award made warranties, guarantees, service contracts and permits to which each Seller is a party or as to which it has the benefit, relating to its Property, to the extent assignable; and (g) an easement to maintain signage at the northeast corner of the intersection of Aircenter Drive and Xxxxxxx Road to be made transferred at Closing as set forth in lieu thereof and in and to any unpaid award for any taking by condemnation or any damages to the Land or the Improvements by reason of a change of grade of any street, road or avenue, and (vii) all right, title and interest of Seller in and to the Lease (the Land, the Improvements and all of the foregoing items listed in clauses (i)-(vii) above being hereinafter sometimes collectively referred to as the "Premises"). Anything contained in -------- this Paragraph 3 to the contrary notwithstanding and provided that Purchaser enters into a separate Development Agreement with The Xxxxx Group on or before the end of the Inspection Period, wherein The Xxxxx Group shall construct the building pursuant to terms and conditions satisfactory to Purchaser and The Xxxxx GroupArticle 20 below. Seller is also selling not transferring to the SPE any rights of ingress and egress to and from the Properties over and across any easement areas on the adjacent property of Seller or conveying to Purchaser, and Purchaser is also purchasing or receiving from Seller, Seller's right, title and interest in and to (A) that certain Short Form Option Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3789 on the property of the Public Records of Xxx County, Florida ("Option on Option Property 1"); (B) that certain Short Form Option --------------------------- Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3795 of Columbus Regional Airport Authority other than the Public Records of Xxx County, Florida ("Option on Option Property 2"); and (C) --------------------------- one taxiway adjacent to the real property identified in the Option on Option Property 1, and the Option on Option Property 2Trailer Lot.

Sale and Purchase of Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell sell, convey, assign, transfer and convey deliver to ----------------------------- PurchaserBuyer, and Purchaser Buyer agrees to purchase purchase, acquire and take from Seller, at the price and upon the terms, provisions and conditions set forth in this Agreement, that certain tract or parcel of land located in Xxx County, Ft. Xxxxx, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof following property: (the "Land"), together with (ia) all buildings and other improvements situated on ---- the The Owned Land (collectively, the "Improvements"), (ii) including any and all oil, gas mineral and mineral ------------ mining rights of owned by Seller and Seller’s interest, if any, in and to the Land, (iii) all right, title and interest of Seller in and to all easements, rights of way, reservations, privileges, appurtenances, and other estates pertaining to the Land or the Improvements, (iv) all right, title and interest of Seller, if any, in and to the fixtures, machinery, equipment. supplies and other articles of personal property attached or appurtenant to the Land or the Improvements, (collectively, the "Personal -------- Property"), (v) all right, title and interest of Seller, if any, in and to all -------- intangible assets relating to the Improvements, including, without limitation, any warranties or guaranties relating to the Improvements and the trade name(s) of the Improvements, (vi) all right, title and interest of Seller, if any, in and to all strips and gores, all alleys adjoining gores and any land lying in the Land to the center line thereof, and all right, title and interest of Seller, if any, in and to any award made or to be made in lieu thereof and in and to any unpaid award for any taking by condemnation or any damages to the Land or the Improvements by reason of a change of grade bed of any street, road or avenuealley, open or proposed, adjoining such Owned Land). (b) All easements and (vii) all rightother rights, title and interest of Seller in and privileges, tenements, hereditaments appurtenant to the Lease Land (the Land, the Improvements and all of the foregoing items listed in clauses “Appurtenances”). (i)-(viic) above being hereinafter sometimes collectively referred to as the "Premises"). Anything contained in -------- this Paragraph 3 to the contrary notwithstanding and provided that Purchaser enters into a separate Development Agreement with The Xxxxx Group on or before the end of the Inspection Period, wherein The Xxxxx Group shall construct the building pursuant to terms and conditions satisfactory to Purchaser and The Xxxxx Group. Seller is also selling or conveying to Purchaser, and Purchaser is also purchasing or receiving from Seller, Seller's ’s right, title and interest in and to any improvements that are located on the Land, including but not limited to the buildings on the Land, as well as paved parking areas, entrance roads, landscaping and other site improvements (Acollectively, the “Improvements”). (d) All fixtures, equipment and other items of personal property that are owned by Seller and used exclusively in connection with and for the occupancy and operation of the Improvements, including but not limited to floor coverings and wall coverings, interior partitions and drop ceilings, light fixtures, and mechanical systems and equipment (including HVAC systems) (collectively, the “Personal Property”). (e) Seller’s interest in any original and supplemental surveys, plans, specifications, and operating manuals to the extent relating to the Land, the Improvements and/or the Personal Property (the “Plans”). (f) Seller’s right, title and interest in any assignable licenses, franchises and permits to the extent relating to the operation of any of the Improvements on the Land (the “Permits”). (g) Seller’s right, title and interest in any assignable warranties or guaranties in connection with any of the Improvements or other Personal Property (the “Warranties”) (h) Seller’s right, title and interest in and to any and all leases of all or any portion of the Land (collectively, the “Leases”) together with all prepaid rents, rents and other sums due thereunder accruing after the Closing (the “Rents”), and any and all security deposits in Seller’s possession in connection therewith to the extent such deposits have not been applied by Seller prior to Closing in accordance with the Leases (the “Security Deposits”). (i) Seller’s right, title and interest in and to the Assigned Contracts (hereinafter defined) and all assignable existing warranties and guaranties (express or implied) issued in connection with the Improvements or the Personal Property (including all assignable termite warranties and bonds) (collectively, the “Intangibles”). (j) Seller’s right, title and interest in and to the Ground Lease. (k) Seller’s right, title and interest in and to that certain Short Form Option Agreement Lease dated July 31June 2, 1997 1986 between Seller, as successor-in-interest to Birmingham Associates III, an Alabama general partnership, and recorded in O.R. Book 2851Xxxxxx Group, Page 3789 of the Public Records of Xxx Countyan Alabama general partnership, Florida ("Option on Option Property 1"); (B) that certain Short Form Option --------------------------- Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3795 of the Public Records of Xxx County, Florida ("Option on Option Property 2"); and (C) --------------------------- the real property identified in the Option on Option Property 1as lessee, and the Option on Option Property 2Board, as lessor (the “Easement Ground Lease” and together with the Ground Lease, the “Ground Leases”). Seller’s interest in the Ground Leases shall be referred to as the “Leasehold Interest” in this Agreement. The Land, the Appurtenances, the Improvements and the Leasehold Interest are collectively referred to in this Agreement as the “Real Property.” The Real Property, the Personal Property, the Plans, the Permits, the Warranties, all of Seller’s right, title and interest in and to the Leases, Rents, Security Deposits and Intangibles are collectively referred to in this Agreement as the “Property.”

Sale and Purchase of Property. Seller agrees to sell and convey to ----------------------------- Purchaser, and Purchaser agrees to purchase from Seller, at the price and upon the terms, provisions and conditions set forth in this AgreementAgreement all those certain plots, that certain tract or parcel pieces and parcels of land located in Xxx County, Ft. XxxxxJacksonville, Florida, as more particularly described in Exhibit "A" A attached hereto and made a part hereof (the "Land"), together with (i) all buildings and other improvements situated on ---- the Land (collectively, the "ImprovementsBuildings"), (ii) all oil, gas and mineral ------------ rights of Seller, if any, in and to the Land, (iii) all right, title and interest of Seller in and to all easements, rights of way, reservations, privileges, appurtenances, and other estates pertaining to the Land or and the ImprovementsBuildings, (iviii) all right, title and interest of Seller, if any, in and to the fixtures, machinery, equipment. , supplies and other articles of personal property attached or appurtenant to the Land or the ImprovementsBuildings, (collectively, the "Personal -------- Property"), (iv) all oil, gas and mineral rights of Seller, if any, in and to the Land, (v) all right, title and interest of Seller, if any, in and to all -------- intangible assets relating to the Improvements, including, without limitation, any warranties or guaranties relating to the Improvements and the trade name(s) of the ImprovementsBuildings, and (vi) all right, title and interest of Seller, if any, in and to all strips and gores, all alleys adjoining the Land to the center line thereof, and all right, title and interest of Seller, if any, in and to any award made or to be made in lieu thereof and in and to any unpaid award for any taking by condemnation or any damages to the Land or the Improvements Buildings by reason of a change of grade of any street, road or avenue, avenue and (vii) all right, title and interest of Seller Seller, if any, in and to the Lease Leases (the Land, the Improvements Buildings and all of the foregoing items listed in clauses (i)-(viii) - (vii) above being hereinafter sometimes collectively referred to as the "Premises"). Anything contained in -------- this Paragraph 3 to the contrary notwithstanding and provided that Purchaser enters into a separate Development Agreement with The Xxxxx Group on or before the end of the Inspection Period, wherein The Xxxxx Group shall construct the building pursuant to terms and conditions satisfactory to Purchaser and The Xxxxx Group. Seller is also selling or conveying to Purchaser, and Purchaser is also purchasing or receiving from Seller, Seller's right, title and interest in and to (A) that certain Short Form Option Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3789 of the Public Records of Xxx County, Florida ("Option on Option Property 1"); (B) that certain Short Form Option --------------------------- Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3795 of the Public Records of Xxx County, Florida ("Option on Option Property 2"); and (C) --------------------------- the real property identified in the Option on Option Property 1, and the Option on Option Property 2.

Sale and Purchase of Property. Seller agrees will sell to sell and convey to ----------------------------- Purchaser, Purchaser and Purchaser agrees to will purchase from Seller, at the price and upon the terms, provisions terms and conditions hereinafter set forth forth, all of Seller's right, title and interest in and to the Property. The term "PROPERTY" in this AgreementAgreement shall include, that certain tract without limitation, the following: (a) All the pieces or parcel parcels of land located in Xxx CountyRichardson, Ft. XxxxxTexas, Florida, as more particularly and described in Exhibit "A" EXHIBIT A attached hereto and made a part hereof (the "Land")hereto, together with all rights, privileges, servitudes and appurtenances thereunto belonging (ihereinafter referred to as the "LAND"); (b) all All buildings and other improvements situated erected on ---- the Land Land, more particularly described as one office building with an address of 1401 North Plano Road, Richardson, Texas (collectively, the "ImprovementsIMPROVEMXXXX"); (x) Xxx xxxxx, (ii) all oil, gas and mineral ------------ rights of Seller, if any, in and to the Land, (iii) all right, title xxxxe and interest of Seller in and to all easements, rights of way, reservationsdevelopment rights, riparian and other water access rights, mineral rights, sewer rights, development and air rights, privileges, appurtenances, appurtenances and other estates rights belonging or pertaining to the Land or the Improvements, Land; (ivd) all All right, title and interest of Seller, if any, the Seller in and to (i) any land lying in the fixturesbed of any street, machineryroad or avenue opened or proposed, equipment. supplies and other articles public or private, in front of personal property attached or appurtenant to adjoining the Land or the ImprovementsLand, (collectively, the "Personal -------- Property"), (vii) all right, title and interest of Seller, if any, in and to all -------- intangible assets relating to the Improvements, including, without limitation, any warranties or guaranties relating to the Improvements and the trade name(s) of the Improvements, (vi) all right, title and interest of Seller, if any, in and to all strips and gores, all alleys adjoining the Land to the center line thereof, and all right, title and interest of Seller, if any, in and to any award made or to be made in lieu thereof and in and to thereof, (iii) any unpaid award for any taking by condemnation or any damages damage to the Land or the Improvements by reason of a change of grade of any street, road or avenue, and (viiiv) any strips, gaps and gores adjoining or adjacent to the Land; (e) All right, title and interest of Seller to those service contracts described in EXHIBIT F, if any (collectively, the "CONTRACTS"); (f) To the extent assignable, all right, title and interest of Seller in and to the Lease (the Landall governmental permits and approvals, the Improvements all books and records, and all of the foregoing items listed in clauses (i)-(vii) above being hereinafter sometimes collectively referred to as the "Premises"). Anything contained in -------- this Paragraph 3 other intangible assets relating to the contrary notwithstanding Land and provided that Purchaser enters into a separate Development Agreement with The Xxxxx Group on or before the end of the Inspection PeriodImprovements, wherein The Xxxxx Group shall construct the building pursuant to terms and conditions satisfactory to Purchaser and The Xxxxx Group. Seller is also selling or conveying to Purchaserincluding, and Purchaser is also purchasing or receiving from Sellerwithout limitation, Seller's right, title and interest in any and all trade names or logos used by Seller in the operation of the Property; (g) All right, title and interest of Seller in and to fixtures, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, or used in connection with the use or operation of, or used or adapted for use in connection with the enjoyment or occupancy of, the Land or the Improvements (A) that certain Short Form Option Agreement dated July 31, 1997 and recorded in O.R. Book 2851, Page 3789 of the Public Records of Xxx County, Florida (items included herein being hereinafter collectively referred to as the "Option on Option Property 1PERSONAL PROPERTY"); and (Bh) that certain Short Form Option --------------------------- Agreement dated July 31All rights of Seller under the Lease and all modifications and amendments thereto and renewals or extensions thereof and all security deposits, 1997 and recorded in O.R. Book 2851if any, Page 3795 of made by the Public Records of Xxx County, Florida ("Option on Option Property 2"); and (C) --------------------------- tenant pursuant to the real property identified in the Option on Option Property 1, and the Option on Option Property 2Lease.