SALE OF PROPERTY. On and subject to the terms, provisions and conditions set forth herein, Seller agrees to sell, assign and convey to Purchaser, and Purchaser agrees to purchase and assume from Seller all of Seller's right, title and interest in the following (collectively, the "Property"): (A) The Land and the Improvements; (B) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land; (C) Any right, title or interest of Seller in and to any land lying in the bed of any street, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land; (D) Any right, title or interest of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property"); (E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons"; (F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and (G) All of Seller's interest in and to the Contracts (as defined below).
Appears in 1 contract
Samples: Sale and Purchase Agreement (Inland Diversified Real Estate Trust, Inc.)
SALE OF PROPERTY. On and subject Subject to the terms, provisions terms and conditions set forth hereinof this Agreement, Seller agrees to sell, assign and convey sell to PurchaserBuyer, and Purchaser Buyer agrees to purchase buy from Seller, the following described property (individually or collectively as the context may require, the "PROPERTY");
A. that certain tract of real estate described in EXHIBIT A, together with all and assume from Seller singular the easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter belonging or appertaining thereto and all of Seller's right, title and interest in the following (collectively, the "Property"):
(A) The Land and the Improvements;
(B) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller (whether now or hereafter existing) in and to any land lying in the bed of any street, alley, road or avenue opened (whether open, closed or proposed) within, public or private, adjoining and in front of, behind or otherwise adjoining the Land or any of it (collectively, the "LAND"); and
B. all of the street frontage buildings, structures, fixtures, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the Land;
(D) Any right, title or interest of Seller in and to including, without limitation, any and all fixturesplumbing, furnitureair conditioning, machineryheating, equipmentventilating, articles of personal property mechanical, electrical and improvements in the nature of personal property attached or appurtenant toother utility systems, or located onlandscaping, roadways, sidewalks and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy ofsecurity devices (collectively, the Land, but expressly excluding trade fixtures and personal property of tenants of "IMPROVEMENTS") (the Land (the items included in this subsection (D) and Improvements being hereinafter collectively referred to as the "Personal PropertyPROPERTY");; and
(E) All general intangiblesC. all fixtures, copyrightsequipment, trademarksmachinery, service marks maintenance vehicles and other marks and trade or business names tools used exclusively in connection with the operation of the Property;
D. to the extent assignable, including all licenses, permits and approvals of any governmental authority and contracts pertaining to the use, operation and maintenance of the Property, to the extent of Seller's rights therein (the "CONTRACTS");
E. All existing guaranties and warranties (including, without limitation, manufacturers' warranties relating to the non-exclusive right Improvements) (the "WARRANTIES"), all site plans, surveys, engineering and architectural drawings, plans, specifications, landscaping plans and studies relating to use the name Land and/or Improvements (collectively, the "Lake City CommonsPLANS AND STUDIES". Notwithstanding the foregoing);
F. All books, so long as 126603 v6 records, keys and other materials used in connection with Seller, its successors and assigns, is the fee simple owner 's ownership or interest in any of the Retained Parcelabove (collectively, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of RECORDS"Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
G. Any other assignable rights affecting the Land and Improvements that are necessary for the use, ownership, operation or maintenance of the Property. Notwithstanding anything contained in this Article 1 Seller is not conveying or agreeing to convey to Buyer the following items which are excluded from the Property under this Agreement: any and all business equipment, furniture, furnishings, supplies and other personally of a non-permanent nature located within the Property (Gbut not constituting Fixtures) All of Seller's interest in and to owned by Seller or any affiliate or lessee (collectively, the Contracts (as defined below"EXCLUDED PROPERTY").
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
SALE OF PROPERTY. On and subject to the terms, provisions and conditions set forth herein, Seller agrees to sell, assign sell and convey to PurchaserBuyer, and Purchaser Buyer agrees to purchase and assume acquire from Seller Seller, (i) the land located at 3500 – 0000 X. Xxxxxx Avenue, Chicago, Illinois, known as Xxxxxx Plaza (the “Shopping Center”), legally described on Exhibit A attached hereto and made a part hereof (the “Land”), with all improvements thereon including two (2) retail buildings containing a total of Seller's approximately 92,806 square feet (the “Improvements”), together with all rights, privileges, easements and appurtenances thereto, including any and all mineral rights, development rights, air rights, and the like and all right, title and interest in the following (collectively, the "Property"):
(A) The Land and the Improvements;
(B) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to all strips and gores and any land lying in the bed of any street, road or avenue opened alley, open or proposed, public or private, adjoining and in front of the street frontage of the Land;
, (Dii) Any together with an assignment of Seller’s interest as lessor in the leases (the “Leases”) with the tenants in possession in the Shopping Center (the “Tenants”) described on the rent roll delivered to Buyer in connection with this Agreement and all amendments and modifications thereto and the benefit of any guaranties thereof and all unapplied security deposits and unapplied prepaid rent, if any thereunder, (iii) together with all right, title or and interest of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of tangible personal property owned by Seller and improvements in the nature of personal property attached now or appurtenant to, or located on, and hereafter used exclusively in connection with the use or operation ofoperation, or used or adapted for use exclusively in connection with the enjoyment ownership, maintenance, management or occupancy ofof the Shopping Center, if any, including, without limitation, the Landequipment, machinery, furniture, furnishings and supplies, but expressly excluding trade fixtures and any items of personal property of owned by tenants of at or on the Land and further excluding any items of personal property owned by third parties and leased to Seller (the items included in this subsection (D) being hereinafter collectively referred to as the "“Personal Property"”);
, warranties relating to the Shopping Center, Service Contracts (Eas hereinafter defined) All general intangibleswhich are being assumed by Buyer, copyrights, trademarks, service marks governmental permits and other marks and trade or business names used exclusively in licenses relating to the operation of the Property, including without limitationif any (to the extent assignable and at Buyer’s sole cost and expense), and all easements, rights and privileges appurtenant thereto (collectively, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below“Property”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
SALE OF PROPERTY. On and subject 1.1 Subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees shall sell to sell, assign and convey to Purchaser, Purchaser and Purchaser agrees to shall purchase and assume from Seller the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in Alachua County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all of Seller's purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest in the following (collectivelyof Seller, the "Property"):
(A) The Land and the Improvements;
(B) All easementsif any, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road road, alley, easement or avenue opened right of way, open or proposed, public in, on, across, abutting or privateadjacent to the Land.
1.1.2 All buildings, adjoining improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in front of all security or other deposits, if any, held by Seller in connection with the street frontage of the LandTenant Leases;
(D) Any right1.1.5 All rights, title or interest titles and interests of Seller in and to any service contracts, maintenance contracts, equipment leases and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, similar contracts relating to the Land, but expressly excluding trade fixtures and personal property of tenants of the Land Improvements or the Personal Property (the items included in this subsection (D) being hereinafter collectively referred to as the collectively, "Personal PropertyCONTRACTS");
1.1.6 All permits (E) including without limitation certificates of occupancy), licenses and approvals relating to the Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All general intangibleswarranties, copyrightsguaranties and bonds relating to the Land, trademarksthe Improvements or the Personal Property (collectively, service marks "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other marks plans and trade studies of any kind that relate to the Land, the Improvements, or business names the Personal Property;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used exclusively in the continuing operation of the PropertyImprovements;
1.1.10 All rights, including without limitation, the non-exclusive right titles or interests of Seller in and to use the name "Lake City CommonsUniversity Club Apartments" or similar name (the ". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name NAME"Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons");
(F) 1.1.11 All of Seller's interest as landlord in right, title and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts Submission Materials (as defined belowhereinafter defined); and
1.1.12 Any and all other rights, privileges and appurtenances owned by Seller and in any way related to, or used in connection with, the development, construction, management, ownership or operation of the Land, Improvements, or Personal Property.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. On and subject 1.1 Subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees shall sell to sell, assign and convey to Purchaser, Purchaser and Purchaser agrees to shall purchase and assume from Seller the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in Xxxx County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all of Seller's purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest in the following (collectivelyof Seller, the "Property"):
(A) The Land and the Improvements;
(B) All easementsif any, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road road, alley, easement or avenue opened right of way, open or proposed, public in, on, across, abutting or privateadjacent to the Land.
1.1.2 All buildings, adjoining improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in front of all security or other deposits, if any, held by Seller in connection with the street frontage of the LandTenant Leases;
(D) Any right1.1.5 All rights, title or interest titles and interests of Seller in and to any service contracts, maintenance contracts, equipment leases and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, similar contracts relating to the Land, but expressly excluding trade fixtures and personal property of tenants of the Land Improvements or the Personal Property (the items included in this subsection (D) being hereinafter collectively referred to as the collectively, "Personal PropertyCONTRACTS");
1.1.6 All permits (E) including without limitation certificates of occupancy), licenses and approvals relating to the Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All general intangibleswarranties, copyrightsguaranties and bonds relating to the Land, trademarksthe Improvements or the Personal Property (collectively, service marks "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other marks plans and trade studies of any kind that relate to the Land, the Improvements, or business names the Personal Property;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used exclusively in the continuing operation of the PropertyImprovements;
1.1.10 All rights, including without limitation, the non-exclusive right titles or interests of Seller in and to use the name "Lake City CommonsThe Grove at University Club" or similar name (the ". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name NAME"Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons");
(F) 1.1.11 All of Seller's interest as landlord in right, title and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts Submission Materials (as defined belowhereinafter defined); and
1.1.12 Any and all other rights, privileges and appurtenances owned by Seller and in any way related to, or used in connection with, the development, construction, management, ownership or operation of the Land, Improvements, or Personal Property.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. On and subject Subject to the terms, provisions covenants and conditions set forth hereinof this Agreement, Seller agrees shall sell to sell, assign and convey to PurchaserBuyer, and Purchaser agrees Buyer shall purchase from Seller:
(a) the land located in the City of Houston, County of Xxxxxx, State of Texas, commonly known as the Bristol Apartments, with a street address of 0000 Xxxxxxx Xxxxxx, Houston, Texas and which is more particularly described in Exhibit “A” attached hereto (“Land”);
(b) all buildings and other improvements located on the Land (“Improvements”);
(c) all easements, if any, benefiting the Land or the Improvements;
(d) all rights and appurtenances pertaining to purchase and assume from Seller the Land, including all of Seller's right, title and interest of Seller, if any, in the following (collectivelyand to adjacent streets, the "Property"):
(A) The Land and the Improvementsalleys or rights-of way;
(Be) All easementsall right, rights-of-waytitle and interest of Seller, privilegesif any, appurtenances in and to any equipment, machinery or other rights pertaining property which is affixed to and benefiting the Improvements so as to constitute fixtures under applicable law on the Closing Date (“Fixtures”) (the Land, the Improvements and the Fixtures are collectively referred to herein as the “Real Property”);
(Cf) Any all right, title or and interest of Seller, if any, in and to all furniture, furnishings, decorations and other tangible personal property now existing and located upon the Real Property on the Closing Date, but excluding tangible personal property owned by tenants of the Real Property under Tenant Leases (as defined below) (the “Personal Property”) (the Real Property and the Personal Property are collectively referred to herein as the “Property”);
(g) all right, title and interest of Seller in and to any land lying all Tenant Leases or other agreements, whether written or oral, in effect on the bed of any street, road Closing Date demising space in or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land;
(D) Any right, title or interest of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with providing for the use or operation of, occupancy of the Improvements or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property"“Tenant Leases”);
(Eh) All general intangiblesto the extent assignable and subject to the consent of third parties, copyrightsthe contracts identified on Exhibit “J” attached hereto and not cancelled pursuant to Section 3.3.1 below (the “Contracts”);
(i) to the extent assignable and subject to the consent of third parties, trademarksall intangible property, service marks if any, owned by Seller and other marks and trade pertaining to the Land, the Improvements, or business names used exclusively in the operation of the PropertyPersonal Property including, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoingtransferable utility contracts, so long as 126603 v6 Sellertransferable telephone exchange numbers, its successors plans and assignsspecifications, is the fee simple owner of the Retained Parcelengineering plans and studies, it shall have the non-exclusive right to use the name "Lake City Commons" floor plans and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below)landscape plans; and
(Gj) All to the extent in the possession or control of Seller's interest in , all certificates of occupancy, if any, and all licenses, permits, authorizations, consents, certificates and approvals relating to the Contracts (as defined below)Property, if any.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Real Estate Opportunity REIT, Inc.)
SALE OF PROPERTY. On and subject to the terms, provisions and conditions set forth herein, Seller agrees to sell, assign convey, assign, transfer and convey deliver to PurchaserBuyer, and Purchaser Buyer agrees to purchase purchase, acquire and assume take from Seller, the following property:
(a) Parcels of real property located on Dulles Technology Drive, Herndon, Fairfax County, Virginia, as more particularly described in Exhibit A attached hereto and made a part hereof (the “Land”).
(b) All easements and other rights appurtenant to the Land, including without limitation all rights accruing upon any approval of the application attached hereto as Exhibit A-1 and made a part hereof (such application, as it may be amended in accordance with this Agreement, is referenced herein as the “Future Development Application”, and such easements and other rights appurtenant to the Land are referenced herein as the “Appurtenances”).
(c) All improvements located on the Land, including but not limited to two (2) office buildings containing a total of approximately 379,596 square feet of office space known as “Dulles Executive Plaza I” and “Dulles Executive Plaza II”, and a structured parking facility (collectively the “Buildings”), and all paved areas, utility facilities and drainage facilities, landscaping, signs, lighting equipment and other site improvements on the Land and belonging to Seller all (collectively, with the Buildings, the “Improvements”).
(d) All furniture, fixtures, equipment, appliances and other items of personal property now located upon the Land which are owned by Seller's , and which are used primarily in connection with and for the occupancy and operation of the Improvements, if any, including but not limited to floor coverings and wall coverings, light fixtures, mechanical systems and equipment, and maintenance equipment (collectively, the “Personal Property”).
(e) Seller’s right, title and interest in any surveys, plans, specifications, and operating manuals covering the following (collectively, the "Property"):
(A) The Land Improvements and the Improvements;
(B) All easementsPersonal Property, rights-of-way, privileges, appurtenances together with any and other rights pertaining to and benefiting the Land;
(C) Any all right, title or and interest of Seller in and to any land lying plans, documents and other predevelopment work product prepared by or on behalf of Seller in regard to the bed of any streetFuture Development Application (collectively, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land;“Plans”).
(Df) Any Seller’s right, title or and interest in any assignable licenses, franchises and permits relating to the operation of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of personal property and improvements the Improvements in the nature manner in which they are being operated on the date hereof (the “Permits”).
(g) Seller’s interest in all leases of personal property space in the Improvements, including, but not limited to, the leases listed on the schedule (the “Lease Schedule”) attached hereto as Exhibit B (the “Existing Leases”) and the New Leases, if any, as defined in (and subject to the terms of) Paragraph 11(a) (collectively the “Leases”), as well as all cash security deposits, if any, made by tenants under the Leases (the “Security Deposits”) and any Non-Cash Security Deposits (as defined in the following sentence). Seller shall take all commercially reasonable actions, and shall cooperate with Buyer after Closing, to attempt to cause any letters of credit, bonds, securities or appurtenant other non-cash security deposits (“Non-Cash Security Deposits”) given by tenants under their Leases and held by Seller as the landlord under such Leases, to be transferred or assigned to, endorsed over to, or located onre-issued in the name of Buyer as soon as is reasonably possible after Closing, provided that Buyer shall pay any fees or other costs of any such transfers, assignments, endorsements or re-issuance. The agreements of Buyer and used exclusively Seller under this subparagraph (g) shall survive Closing.
(h) Seller’s interest in all service contracts, maintenance agreements, management agreements, leasing agreements, equipment leases and other agreements affecting the Improvements to which Seller is a party, other than any agreement with CB Xxxxxxx Xxxxx, Inc. or Xxxxxxxx Xxxx Company, or their affiliates, as set forth on Exhibit C attached hereto (the “Service Agreements”), but only to the extent that Buyer elects to assume or is required to assume any or all of the Service Agreements as provided in Paragraph 11.
(i) Any rights that Seller may have in the business and trade names “Dulles Executive Plaza I” and “Dulles Executive Plaza II” (the “Trade Names”) primarily in connection with the use Project, to the extent, if any, that Seller has rights in the Trade Names (Seller making no representation or operation of, warranty that it has any such rights in or used or adapted for use exclusively in connection with the enjoyment or occupancy ofto such Trade Names). The Land, the Land, but expressly excluding trade fixtures Appurtenances and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter Improvements are collectively referred to in this Agreement as the "“Real Property.” The Real Property, the Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the nonPlans, the Permits, the Leases, the Security Deposits, the Non-exclusive right to use Cash Security Deposits, the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease Service Agreements and the Tenant Leases (each Trade Names are collectively referred to in this Agreement as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below)“Project”.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)
SALE OF PROPERTY. On and subject Subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees shall sell to sell, assign and convey to Purchaser, Purchaser and Purchaser agrees to shall purchase and assume from Seller all of Seller's right, title and interest in the following described property and assets (collectively, hereinafter collectively referred to as the "Property"):
1.1 That certain tract of land located in the City of Dallas, Dallas County, Texas, more particularly described on Exhibit A attached hereto and incorporated herein by this reference, together with all interest of Seller in (Aa) The Land alleys, strips or gores of land, if any, between said property and adjoining properties whether owned or claimed by deed, limitations or otherwise, and whether located inside or outside said property, and (b) any land lying in or under the Improvements;
(B) All easementsbed of any highway, rightsavenue, street, road, alley, easement, or right-of-way, privilegesopen or proposed in, appurtenances on, across, abutting, or adjacent to the property described in Exhibit A and all rights, titles, and interests of Seller, if any, in and to any awards made or to be made in lieu thereof for damage by reason of change and grade of any such highway, avenue, street, road, or alley (collectively, the "Land"). The description of the Land as set forth above is an approximate description of the tract of Land to be conveyed hereunder and is included herein for reasonable identification of the Land. The parties hereto agree that the metes and bounds description of the Land as set forth in the Survey to be provided to Purchaser pursuant to Section 3.3 hereof shall be incorporated into this Agreement by reference as the correct description of the Land.
1.2 All rights, title and interests of Seller in and to any easements, rights of way, rights of ingress and egress or other rights pertaining interests in and to and benefiting any highway, street or roadway on, across or adjoining the Land;
(C) Any right1.3 All rights, title or and interest of Seller in and to any land lying buildings, structures, parking areas, landscaping and other improvements placed, constructed or installed on the Land (the "Improvements"), excluding any Improvements owned by tenants;
1.4 All equipment, fixtures, appliances, furniture, furnishing and other tangible personal property (the "Personal Property") owned by Seller and located on or about the Land or Improvements or used in connection with the Land or Improvements;
1.5 All leases and other assignable rental agreements (written or verbal) now or hereafter in effect, that grant a possessory interest in any space situated in the bed of any street, road Improvements or avenue opened or proposed, public or private, adjoining and in front that otherwise confer rights with regard to use of the street frontage of Land or Improvements (the Land"Tenant Leases"), and all security deposits and prepaid rents, if any, held by Seller in connection with the Tenant Leases;
(D) Any right1.6 All rights, title or interest titles and interests of Seller in and to any all transferrable service contracts, warranties, guaranties and all fixturesbonds relating to the Land, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant toImprovements, or located onthe Personal Property;
1.7 To the extent in Seller’s possession, all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans and studies of any kind in Seller's possession that relate to the Land, the Improvements, or the Personal Property; and
1.8 All of the rights, titles and interests of Seller in and to good will, if any, related to the Property. Further the sale does not include, and the definition of “Property” shall explicitly exclude, the following assets of Seller as of the Closing Date: all cash, cash equivalents (including certificates of deposit), deposits held by third parties (e.g., utility companies), accounts receivable and any right to a refund or other payment relating to a period prior to the Closing, including any real estate tax refund (subject to the prorations hereinafter set forth), bank accounts, claims or other rights against any present or prior partner, member, employee, manager, officer or director of Seller or their direct or indirect partners, members or affiliates, any refund in connection with termination of Seller’s existing insurance policies, all contracts between Seller and any law firm, accounting firm, property manager, leasing agent, broker, environmental consultant and other consultants and appraisers entered into prior to the Closing, any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior partner or member of Seller), computer software, the internal books and records of Seller relating, for example, to contributions and distributions prior to the Closing, any software, any development bonds, letters of credit or other collateral held by or posted with any governmental agency or other third party with respect to improvement, subdivision or development obligations concerning the Property, and any other intangible property that is not used exclusively in connection with the use or operation ofProperty (collectively, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below“Reserved Seller Assets”).
Appears in 1 contract
Samples: Sale and Purchase Agreement (Kent Financial Services Inc)
SALE OF PROPERTY. On and subject to 1.1 Upon the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees to sell, assign and convey shall sell to Purchaser, and Purchaser agrees to shall purchase from Seller, that certain apartment complex located in Mt. Pleasant, South Carolina, and assume from Seller containing, in the aggregate, 258 units and related improvements, and commonly known as “Woodfield Long Point Apartments” having a principal address of 000 Xxxxxxxxx Xxxxx, Xx. Xxxxxxxx, XX 00000, being all of Seller's ’s right, title and interest in all of the following described property (collectively, the "“Property"”):
(Aa) The Land real property located in Mt. Pleasant, South Carolina, and the Improvements;
(B) All being more particularly described on Exhibit A attached hereto and incorporated herein by this reference, together with all rights, privileges, and appurtenances pertaining to such real estate, including, without limitation, any and all rights of Seller, if any, in and to adjacent roads, alleys, easements, streets, rights-of-way, privilegesand any adjacent strips or gores or real estate and any oil and gas or other mineral or water rights in, appurtenances and other rights pertaining to and benefiting on or under the Property (collectively, the “Land”);
(Cb) Any rightAll improvements, title structures and fixtures placed, constructed or interest of Seller in and to any land lying in installed on the bed of any streetLand (collectively, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land“Improvements”);
(Dc) Any rightAll (i) mechanical systems and the fixtures and equipment related thereto comprising part of or attached to or located upon the Improvements, title to the extent owned by Seller, (ii) carpets, drapes, blinds and other furnishings owned by Seller and comprising a part of or interest of Seller in attached to or located upon the Improvements, (iii) appliances owned by Seller; and to any and all fixtures, furniture, machinery, (iv) maintenance equipment, articles of personal property supplies and improvements in the nature of personal property attached or appurtenant to, or located on, tools owned by Seller and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy ofImprovements (collectively, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "“Personal Property"”);
(Ed) All general intangiblesSeller’s interest in leases, copyrightslease commitments and all other rental agreements (collectively, the “Leases”) with tenants occupying space situated in the Improvements or otherwise having rights with regard to use of the Land or the Improvements, and all security deposits or like payments, if any, paid by existing tenants of the Property to or on behalf of Seller except to the extent forfeited by such tenants (subject to the terms and conditions of this Agreement) or returned to such tenants under the terms of their leases;
(e) To the extent assignable, Seller’s interest in all (i) brokerage or tenant locator contracts, (ii) cable or subscription television agreements, (iii) maintenance, repair, service and pest control contracts (including but not limited to janitorial and landscaping agreements), (iv) security system agreements, and (v) all other contracts pursuant to which services (other than property management services) or goods are provided to the Property or which would otherwise bind the owner of the Property (collectively, the “Service Contracts”), except to the extent excluded under the terms of this Agreement;
(f) Seller’s interest in all furniture, fixture and equipment leases, if any, to the extent the same are assignable by Seller (the “Personalty Leases”) except to the extent excluded under the terms of this Agreement; and
(g) Seller’s interest, if any, in all Related Assets in connection with any of the Land, Improvements, Personal Property, Leases, Service Contracts, or Personalty Leases (which such conveyance of Related Assets shall be without any representation or warranty related thereto). The words “Related Assets” shall mean the following, provided that the same are located on or appurtenant to the Property and, to the extent applicable, are in Seller’s possession or control: (i) to the extent transferable, all wastewater and other utility rights applicable to the Property, (ii) to the extent transferable, all certificate(s) of occupancy, building, equipment or other permits, consents, authorizations, variances, waivers, licenses, utility agreements, entitlements, certificates, development rights and approvals from any governmental authority with respect of the Property, (iii) to the extent transferable and in Seller’s possession or control, any warranties, guaranties, indemnities, claims, representations or guaranties relating to the ownership, development, use and operation of the Property or the said Personal Property and effective as of Closing, (iv) to the extent transferable, any trademarks, service marks marks, logos, the trade name “Long Point Apartments” (it being understood that the name “Woodfield” is not being transferred), telephone numbers, marketing, advertising, promotional material, photographs and similar digital content, and other marks intangible rights of Seller relating solely to the ownership, development, use and trade or business names used exclusively in the operation of the Property, (v) telephone exchanges, telephone equipment and transmission lines, any URL or domain names for the Property, including without limitationthe website located at said domain name to the extent transferable, and (vi) the nonbooks and records of the Property which do not contain attorney/client-exclusive right to use privileged information of the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in plans, drawings, specifications, surveys, engineering reports, and other technical information related to the Contracts (as defined below)Land and Improvements, to the extent transferable.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Growth Properties, Inc.)
SALE OF PROPERTY. On and subject to the terms, provisions and conditions set forth herein, Seller agrees to sell, assign transfer and convey to Purchaser, Purchaser and Purchaser agrees to purchase from Seller, in accordance with the terms of this Agreement:
1.1. the Land;
1.2. the Building and assume from Seller all any other buildings, improvements and fixtures located on the Land (collectively, the “Improvements”);
1.3. All of Seller's ’s right, title and interest in and to any rights, privileges, easements and interests appurtenant to the following Land and/or Improvements including, without limitation, all appurtenant easements for (i) access to and from any public road rights of way that provide access to and for the Land; and (ii) utilities and storm drainage to accommodate the proposed use of the Improvements;
1.4. To the extent assignable, all warranties and guarantees covering the Improvements, if any (hereinafter referred to as the “Warranties and Guarantees”);
1.5. All tangible personal property, if any, located on the Land and owned by Seller and used in the operation and/or maintenance of the Improvements (the “Personal Property”);
1.6. To the extent assignable, all (i) preliminary, proposed and/or final Plans and Specifications (including any “as-built” plans and/or drawings and any plans for any tenant improvements; and (ii) surveys, grading plans, topographical maps, architectural and structural drawings and engineering, soils, seismic, geologic and architectural reports, studies and tests relating to the Premises (collectively, the "Property"):
(A) The Land “Records and the ImprovementsPlans”);
(B) All easements1.7. To the extent assignable, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or Seller’s interest of Seller in and to any land lying in the bed of any street, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land;
(D) Any right, title or interest of Seller in and to any and all fixturescontracts now or hereinafter relating to the operation or maintenance of the Premises which bind the Property after Closing, furniture, machinery, equipment, articles together with all of personal property Seller’s rights and improvements in remedies thereunder and the nature benefits of personal property attached or appurtenant to, or located on, all covenants and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy ofwarranties contained therein (collectively, the Land“Contracts”); and
1.8. To the extent assignable, but expressly excluding trade fixtures Seller’s interest in any and personal property all building permits, conditional use permits, environmental and/or natural resource permits, stormwater permits, approvals and licenses, certificates of tenants compliance, other governmental or administrative permits, licenses agreements and rights relating to the construction of the Land Improvements or to the operation of the Project (collectively, the items included “Permits and Approvals”). The property described in this subsection (D) being subparagraphs 1.1 through 1.3 hereof is hereinafter sometimes collectively referred to as the "Personal “Premises”. The property described in subparagraphs 1.1 through 1.8 hereof is hereinafter sometimes collectively referred to as the “Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below)”.
Appears in 1 contract
SALE OF PROPERTY. On and subject to 1.1 Upon the terms, provisions terms and conditions hereinafter set forth, and in consideration of the mutual covenants, agreements and undertakings set forth herein, Seller agrees shall sell to sellPurchaser and Purchaser shall purchase from Seller that certain real property consisting of approximately 22.881 acres of land and the building structure thereon consisting of approximately 210,600 square feet, assign and convey to Purchaserall located at 0000 Xxxxxx Xxxxx in the City of Greensboro, Guilford County, North Carolina, and Purchaser agrees to purchase and assume from Seller also being identified as Guilford County Parcel ID Number 168016 (the “Site”), including all of Seller's right, title and interest in the following described property (collectively, the "“Property"”):
(A) The Land and the Improvements;
(Ba) All of Seller’s right, title, interest and obligations in, to and under the real property located at the Site and being more particularly described on EXHIBIT A attached hereto and incorporated herein by this reference, together with all rights, easements, rights-of-way, privileges, and appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any land lying in the bed of any street, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land;
(D) Any right, title or interest of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of personal such real property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property"“Land”);
(Eb) All general intangiblesimprovements, copyrightsstructures and fixtures currently or hereafter placed, trademarksconstructed or installed on the Land (collectively the “Improvements”);
(c) All mechanical systems and the fixtures and equipment related thereto comprising part of or attached to or located upon the Improvements or the Property, service marks including, but not limited to, electrical systems, plumbing systems, heating systems, and air conditioning systems and all equipment and machinery, supplies, signs, spare parts, and other marks tangible personal property and trade or business names equipment used exclusively in the operation of the PropertyImprovements or installed, located or situated on the Property as of the Effective Date, including without limitationlimitation those items listed on EXHIBIT J (collectively, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons"“Personal Property”);
(Fd) All of Seller's ’s interest in all (i) management agreements, (ii) maintenance, repair, service and pest control contracts (including but not limited to janitorial and landscaping agreements), and (iii) all other contracts pursuant to which services or goods are provided to the Property (collectively, the “Service Contracts”) as landlord the same are listed in and EXHIBIT B; provided Purchaser shall be obligated at Closing to Publix Lease and the Tenant Leases (each as defined below); andpurchase only those Service Contracts which are Continuing Contracts pursuant to Section 3.6 hereof.
(Ge) All of Seller's ’s interest in all warranties, guaranties and bonds relating to the Contracts Land, the Improvements or the Personal Property, to the extent same are assignable, and all site plans, surveys, plans and specifications (as defined belowto the extent Seller owns and has rights to transfer such property) (collectively, the “Intangible Property”).
Appears in 1 contract
SALE OF PROPERTY. On and subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Purchaser agrees to purchase, and Seller agrees to sell, assign and convey to Purchaser, and Purchaser agrees to purchase and assume from Seller a 9.6134125% undivided interest only in all of Seller's right, title and interest in the following (collectively, the "Property"):
(1.1.1 That certain real property owned by Seller located in the City of Los Angeles, County of Los Angeles, State of California, as more particularly described on EXHIBIT A) The Land , together with all and singular, the Improvements;
(B) All tenements, hereditaments, easements, rights-of-wayway and appurtenances belonging or in anywise appertaining to the same and owned by Seller, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any all right, title or and interest of Seller Seller, if any, in and to any land lying in the bed of any street, road or avenue opened open or proposed, public or private, adjoining and in front of the street frontage of or adjoining the Land;
(D) Any , to the centerline thereof, and all right, title or and interest of Seller Seller, if any, in and to any award hereafter made in lieu thereof and all fixturesin and to any award for damage to the Property by reason of a change of grade of any street hereafter occurring, furniturebut excluding any oil, machinerygas and other minerals and rights incident thereto previously reserved or conveyed (the "Land");
1.1.2 All improvements, equipmentstructures and fixtures owned by Seller now or on the Closing Date (as defined below) located upon the Land (the "Improvements") subject to those terms and conditions contained in that certain ground lease, articles of as amended, by and between Seller's predecessor in interest, Century City, Inc. and Federated Department Stores, Inc. dated December 31, 1974;
1.1.3 All tangible personal property owned by Seller now or on the Closing Date located on or about the Land or the Improvements described in SCHEDULE 1.1.3 attached hereto and improvements made a part hereof (the "Personal Property") and excluding the personal property in the nature of personal Manager's office described in SCHEDULE 1.1.3A; and
1.1.4 All intangible property attached owned by Seller now or appurtenant toon the Closing Date owned or held in connection with the Land, the Improvements or the Personal Property, or located on, and used exclusively any business or businesses owned by Seller now or hereafter conducted thereon or in connection with the use thereof (other than those businesses conducted by tenants under Leases (as defined in Paragraph 5.1.10 below) in their capacity as tenants and those assets owned by Seller's management company) including, without limitation, all leases, prepaid rent, security deposits, guaranties of leases, mineral rights, air rights, contract rights and agreements (including the Leases, and any service or operation ofequipment leasing contracts with respect to or affecting the Property), or operating, maintenance and other records, building and trade names and logos used or adapted for use exclusively by Seller in connection with the enjoyment Property (including the name "Century City Shopping Center and Marketplace" but not including the name "RREEF," however, Seller provides no warranty that Seller has any rights with respect to ownership or occupancy ofuse of such trade names or logos, licenses (excluding computer software), written authorizations necessary for the Landuse, but expressly excluding trade fixtures and personal property of tenants operation or ownership of the Land Property, warranties (including those relating to construction or fabrication), utility contracts, telephone exchange numbers, advertising materials, studies or other materials related to the items included in this subsection (D) being hereinafter collectively referred marketing of the Property to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks public and prospective tenants and other marks and trade or business names used exclusively in the operation occupants of the Property, including without limitationleasing brochures and tenant data sheets, plans and specifications, governmental approvals, permits and development rights related to the Land, the non-exclusive right Improvements or the Personal Property or any part thereof but excluding (i) the rights to use the name "Lake City Commons". Notwithstanding the foregoingrents and other sums due for any period of time prior to Closing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
, (Gii) All any claims of Seller's interest in Seller against third parties for delinquent rents and to other sums payable under the Contracts Leases (as defined below), relating to any period of time prior to Closing, (iii) any claims arising out of or related to any rights and claims against Seller by third parties for any period of time prior to Closing (including, without limitation, any claims related to the obligations of Seller set forth in Paragraph 7.2(b) herein) and including, without limitation, all rights and claims against: (w) Federated Department Stores, Inc. ("Federated's") regarding supplemental taxes associated with Federated's acquisition of the space occupied by Bloomingdale's and the space occupied by Macy's for the period prior to Closing; (x) any other tenants regarding supplemental taxes or mechanic's liens for the period prior to Closing; (y) Broadway Stores, Inc. ("Broadway's") regarding recovery of rental premium insurance fees; (z) Fast Frame, a former tenant for monthly payments in the amount of $208.33 until January 2000 for past rent due to Seller; and (aa) AMC regarding the installation of a new underground storage tank more fully described in Section 8.29 herein (the "AMC Tank Issue") (all items referred to in this clause (iii) are defined as "Reserved Claims") (provided however, Seller's rights hereunder shall in no way limit Purchaser's rights for any claims for matters arising from and after the Closing), (iv) any bank accounts or similar accounts and (v) Seller's rights pursuant to Paragraph 8.26 herein (the "Intangible Property"). All items of the Property which are not real property shall constitute part of the Intangible Property and Personal Property.
Appears in 1 contract
Samples: Contribution Agreement (Urban Shopping Centers Inc)
SALE OF PROPERTY. On Seller agrees to sell and convey unto Buyer, and Buyer agrees to purchase and accept from Seller, for the price and subject to the terms, provisions and conditions set forth hereincovenants, Seller agrees to sell, assign and convey to Purchaserconditions, and Purchaser agrees to purchase and assume from Seller all of Seller's rightprovisions herein set forth, title and interest in the following (collectively, collectively referred to herein as the "“Property"”):
(Aa) The All of that land located at 00 Xxxxxxx Xxxxxxx xx Xxxxxx Xxxxx, Xxxxxxxxx to be replatted prior to Closing to be legally described on Exhibit A attached hereto and incorporated herein and depicted on the preliminary plat attached hereto as Exhibit A-1 and incorporated herein (the “Land”), together with all improvements thereon including a 41,374 square foot building (the “Improvements”), subject to an access easement to be located along the western boundary of the Land and (the Improvements;“Access Easement”).
(Bb) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest title, and interest, if any, of Seller Seller, in and to (i) any land lying in the bed of any street, road road, or avenue access way, opened or proposed, public or private, adjoining and in front of of, at a side of, or adjoining the street frontage of Land or the Land;
Improvements to the centerline thereof; (Dii) Any rightall reversions, title or interest of Seller in remainders, appurtenances, licenses, tenements and to any and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant hereditaments appertaining to, or located on, and used exclusively in connection with the use or operation of, otherwise benefiting or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Land or the Improvements; and (iii) all minerals, oil or gas, air rights, and any and all water, water rights or similar rights or privileges (including tap rights) appurtenant to or used in connection with the ownership or operation of the Land or the Improvements (the “Property Rights”);
(c) To the extent assignable, Seller’s interest, if any, in all guaranties, warranties and other intangible property related to the Land and the Improvements (the “Intangible Property”).
(d) To the extent assignable, Seller’s interest, if any, in all licenses and governmental permits related to the Land and the Improvements (the “Permits and Licenses”).
(e) All existing fixtures in the Improvements, including, without limitation, the heating, plumbing, electrical, air conditioning and ventilation systems (the “Fixtures”);
(f) To the extent in Seller’s possession, all records of Seller used or useful in connection with the operation of the Land and Improvements, including without limitation, all records regarding management and leasing, real estate taxes and assessments, insurance, tenants, maintenance, repairs, capital improvements and services (the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below“Records”); and
(Gg) All of To the extent in Seller's interest ’s possession, all site and building plans, specifications and construction contracts prepared in connection with the Improvements and to the Contracts Fixtures (as defined belowthe “Plans and Construction Contracts”).
Appears in 1 contract
Samples: Purchase Agreement (Northern Technologies International Corp)
SALE OF PROPERTY. a. On and subject to the terms, provisions and conditions set forth hereinClosing Date, Seller agrees to sell, assign and convey shall sell to Purchaser, and Purchaser agrees shall purchase from Seller, subject to purchase the terms and assume from Seller conditions of this Agreement, (i) the Real Property, (ii) all of Seller's right, title and interest in and to the following fixtures, furnishings, furniture, equipment, machinery, inventory, appliances and other tangible and intangible personal property in each case located at the Real Property or used in connection with the operation thereof, but specifically excluding the Excluded Property (Seller's right, title and interest in and to the property that is described in this clause (ii) being referred to herein as the "Personal Property"), (iii) all of Seller's right, title and interest (if any) in, to and under the warranties, permits, licenses, certificates of occupancy, and approvals in each case relating to the Real Property to the extent legally transferable, (iv) all of Seller's right, title and interest in, to and under the Scholastic Lease and in, to and under any other leases, licenses and occupancy agreements in each case demising space at the Real Property to the extent Seller becomes the landlord thereunder (collectively, together with any amendments or modifications thereto, the "PropertyLeases"):
), which are in effect on the Closing Date, together with the security deposit in favor of Seller under the Scholastic Lease (Aexcept to the extent that such security is applied during the Pre-Closing Period in accordance with the terms of the Scholastic Lease), (v) The Land all of Seller's right, title and the Improvements;
(B) All interest in, to and under any easements, rights-of-rights of ingress and egress, rights of way, privilegesappurtenances, appurtenances sidewalks, alleys, strips, gores and other rights in each case pertaining to and benefiting the Land;
Real Property, (Cvi) Any all of Seller's right, title or and interest of Seller in and to any zoning rights, air rights, development rights and other general intangible property, in each case relating to the Real Property, (vii) all of Seller's right, title and interest in and to the land lying in the bed of any street, highway, road or avenue avenue, opened or proposed, public or private, adjoining and in front of the street frontage of the Land;
(D) Any right, title or interest of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, adjoining the Land, but expressly excluding trade fixtures to the center line thereof and personal property (viii) any award or payment made or to be made in lieu of tenants any of the Land foregoing or any portion thereof (the items included property that is described in this subsection clauses (Di) through (viii) being hereinafter collectively referred to herein as the "Personal Property");.
(E) All general intangibles, copyrights, trademarks, service marks b. Seller and other marks Purchaser acknowledge and trade or business names used exclusively agree that the value of the Personal Property that is included in the operation transaction contemplated by this Agreement is de minimis, and no part of the Property, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, Purchase Price is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below)allocable thereto.
Appears in 1 contract
SALE OF PROPERTY. On Seller will sell to Purchaser and subject to Purchaser will purchase from Seller the termsfollowing, provisions upon the terms and conditions hereinafter set forth hereinforth:
(a) Fee simple title to that certain tract of real property and the building and improvements thereon commonly known as "MONY Plaza," located at 100-000 Xxxxxxx Xxxxxx, Seller agrees to sellXxxxxxxx, assign and convey to PurchaserXxxxxxxx Xxxxxx, Xxx Xxxx, xxich building consists of two (2) office towers of 19 stories each connected by a 5-story office wing containing approximately 734,000 xxxxxx xxxx xx xxxxx xxxxxxxx xxxx xxx approximately 578,970 square feet of net rentable office area, and Purchaser agrees to purchase which real property is more particularly described in Exhibit A attached hereto, and assume from Seller all of Seller's right, title and interest personal property described in the following (collectively, the "Property"):Exhibit B attached hereto.
(A) The Land and the Improvements;
(Bb) All rights, privileges, and easements appurtenant to said real property, including without limitation all minerals, oil, gas, and other hydrocarbon substances in, on, or under said real property, as well as all development rights, air rights, water, water rights, and water stock relating to said real property, and any easements, rights-of-way, privileges, or other appurtenances used in connection with the beneficial use and other rights pertaining to and benefiting the Land;enjoyment of said real property.
(Cc) Any All right, title or title, and interest of Seller in and to any land lying unpaid awards for damages in the bed any taking in eminent domain or by reason of change of grade of any street, road or avenue opened or proposed, public or private, adjoining and in front .
(d) All of the street frontage of the Land;
(D) Any right, title or interest of Seller in and to any and all fixturesintangible property now or hereafter owned by Seller in said real property, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located onimprovements, and personalty, including 30 without limitation the right to use any trade style or name now used exclusively in connection with said real property (excluding the right to utilize the name "MONY" or "MONY Plaza" or any derivation of the name "MONY", but only provided Seller consents in writing to the use of such name) and any contract or operation oflease rights, agreements, utility contracts, or used or adapted for use exclusively in connection with other rights relating to the enjoyment or occupancy ofownership, use, and operation of the property. Excluded from the terms hereof shall be the interest of Seller, the LandCity of Syracuse, but expressly excluding trade fixtures and personal property of tenants Syracuse Parking Center, Inc., as such interests appear within the terms of the Land (various leases, subleases, and other agreements identified within Section 16 hereof. All of the items included in this subsection (D) above being hereinafter collectively referred to as the "Personal Property." Purchaser agrees to accept the aforesaid Property ");
As Is" in its present condition and, further, subject to such state of facts as would be disclosed by (Ei) All general intangiblesa current, copyrightsaccurate survey, trademarksprovided such facts do not unreasonably interfere with the current use of the Property nor render the Property unmarketable, service marks and other marks and trade or business names used exclusively in the operation (ii) personal inspection of the Property, including and (iii) Levex 0, xxvironmental and hazardous materials site evaluation, all of which are without limitationany representations or warranties of any nature whatsoever by Seller; provided however that this Agreement shall be contingent upon a satisfactory engineering inspection and a Level I Environmental and Hazardous Materials Site Evaluation of the Property, which Purchaser agrees to have performed within two (2) weeks from the date hereof. In the event the Level I evaluation reveals the need for further testing, such further testing shall be performed within two weeks of such revelation. Provided further, however, that Purchaser shall have no right to cancel this Agreement in the event of any non-exclusive material defect. In the event there is a "material defect" (as hereinafter defined) within the Property, Purchaser shall notify Seller in writing within five (5) business days after receipt of such engineering inspection report or environmental evaluation, and Seller at its sole election shall have the right to use cure such defect, which cure shall be commenced within thirty (30) days-of receipt of Purchaser's notice. Seller shall notify Purchaser of its election to cure within ten (10) business days after receipt of Purchaser's notice. In the name event such cure cannot be accomplished within said thirty (30) day period, Seller shall not be in default hereunder provided Seller commences to cure such material defect within the aforesaid thirty (30) day period and diligently pursues the same, in which event the "Lake City CommonsClosing Date" (as hereinafter defined) shall not be delayed provided Purchaser's lender would fund a loan to Purchaser pending completion of such repair and/or remediation of the Property. For the purposes hereof, a "material defect" shall mean a defect which is so substantial in nature as to allow a purchaser under a contract of sale in New York to terminate the contract of sale upon discovery. In connection with the making of an engineering inspection or environmental evaluation of the Property, Seller agrees that it shall provide Purchaser with a copy of any asbestos studies that Seller performs or has performed at that Property in connection with Seller's ownership of the Property or its obligations set forth below. Upon receipt of such report, Purchaser shall have ten (10) business days to have such report reviewed by an independent expert of Purchaser's choosing. Subject to the provisions of the Lease referred to in Section 15, Purchaser undertakes to assume and perform any and all liabilities and obligations in connection with the Property accruing from and after the Closing Date (as hereinafter defined), except those assumed herein by the Seller. Notwithstanding the foregoing, so long as 126603 v6 Seller, Seller agrees at its successors sole cost and assigns, is the fee simple owner expense to remove and dispose of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below).all asbestos containing
Appears in 1 contract
Samples: Lease Agreement (Mony Group Inc)
SALE OF PROPERTY. On and subject Subject to the terms, provisions terms and conditions set forth hereinof this Agreement, Seller agrees to sell, assign sell to Buyer and convey to Purchaser, and Purchaser Buyer agrees to purchase and assume from Seller all of the following described property (collectively, the “Property”): (i) Seller's right, ’s fee simple title and interest in and to the following land being more particularly described on Addendum A attached hereto and incorporated herein (collectivelythe “Land”) and all rights, privileges, easements and appurtenances to the "Property"):
(A) The Land owned by Seller and other appurtenances used or connected with the Improvements;
(B) All beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, privilegesgas and hydrocarbons, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any all right, title or and interest of Seller in and to any land lying all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the bed owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any streetkind or nature whatsoever now or hereafter located on the Land (collectively, road the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or avenue opened or proposedstudies of any kind, public or privateand other supplies, adjoining fixtures and personal and tangible property owned by Seller and used solely in front connection with the maintenance, operation and ownership of the street frontage of Building or the Land;
Land (D“Personal Property”); (iv) Any all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title or and interest of Seller in and to any all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all fixturesair rights, furniture, machinery, equipment, articles of personal property excess floor area rights and improvements in the nature of personal property attached other development rights relating or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of to the Land (or the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below).Building,
Appears in 1 contract
Samples: Lease Agreement
SALE OF PROPERTY. On and subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Purchaser agrees to purchase, and Seller agrees to sell, assign and convey to Purchaser, and Purchaser agrees to purchase and assume from Seller a 90.3865785% undivided interest only in all of Seller's right, title and interest in the following (collectively, the "Property"):
(1.1.1 That certain real property owned by Seller located in the City of Los Angeles, County of Los Angeles, State of California, as more particularly described on EXHIBIT A) The Land , together with all and singular, the Improvements;
(B) All tenements, hereditaments, easements, rights-of-wayway and appurtenances belonging or in anywise appertaining to the same and owned by Seller, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any all right, title or and interest of Seller Seller, if any, in and to any land lying in the bed of any street, road or avenue opened open or proposed, public or private, adjoining and in front of the street frontage of or adjoining the Land;
(D) Any , to the centerline thereof, and all right, title or and interest of Seller Seller, if any, in and to any award hereafter made in lieu thereof and all fixturesin and to any award for damage to the Property by reason of a change of grade of any street hereafter occurring, furniturebut excluding any oil, machinerygas and other minerals and rights incident thereto previously reserved or conveyed (the "Land");
1.1.2 All improvements, equipmentstructures and fixtures owned by Seller now or on the Closing Date (as defined below) located upon the Land (the "Improvements") subject to those terms and conditions contained in that certain ground lease, articles of as amended, by and between Seller's predecessor in interest, Century City, Inc. and Federated Department Stores, Inc. dated December 31, 1974;
1.1.3 All tangible personal property owned by Seller now or on the Closing Date located on or about the Land or the Improvements described in SCHEDULE 1.1.3 attached hereto and improvements made a part hereof (the "Personal Property") and excluding the personal property in the nature of personal Manager's office described in SCHEDULE 1.1.3A; and
1.1.4 All intangible property attached owned by Seller now or appurtenant toon the Closing Date owned or held in connection with the Land, the Improvements or the Personal Property, or located on, and used exclusively any business or businesses owned by Seller now or hereafter conducted thereon or in connection with the use thereof (other than those businesses conducted by tenants under Leases (as defined in Paragraph 5.1.10 below) in their capacity as tenants and those assets owned by Seller's management company) including, without limitation, all leases, prepaid rent, security deposits, guaranties of leases, mineral rights, air rights, contract rights and agreements (including the Leases, and any service or operation ofequipment leasing contracts with respect to or affecting the Property), or operating, maintenance and other records, building and trade names and logos used or adapted for use exclusively by Seller in connection with the enjoyment Property (including the name "Century City Shopping Center and Marketplace" but not including the name "RREEF," however, Seller provides no warranty that Seller has any rights with respect to ownership or occupancy ofuse of such trade names or logos, licenses (excluding computer software), written authorizations necessary for the Landuse, but expressly excluding trade fixtures and personal property of tenants operation or ownership of the Land Property, warranties (including those relating to construction or fabrication), utility contracts, telephone exchange numbers, advertising materials, studies or other materials related to the items included in this subsection (D) being hereinafter collectively referred marketing of the Property to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks public and prospective tenants and other marks and trade or business names used exclusively in the operation occupants of the Property, including without limitationleasing brochures and tenant data sheets, plans and specifications, governmental approvals, permits and development rights related to the Land, the non-exclusive right Improvements or the Personal Property or any part thereof but excluding (i) the rights to use the name "Lake City Commons". Notwithstanding the foregoingrents and other sums due for any period of time prior to Closing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
, (Gii) All any claims of Seller's interest in Seller against third parties for delinquent rents and to other sums payable under the Contracts Leases (as defined below), relating to any period of time prior to Closing, (iii) any claims arising out of or related to any rights and claims against Seller by third parties for any period of time prior to Closing (including, without limitation, any claims related to the obligations of Seller set forth in Paragraph 7.2(b) herein) and including, without limitation, all rights and claims against: (w) Federated Department Stores, Inc. ("Federated's") regarding supplemental taxes associated with Federated's acquisition of the space occupied by Bloomingdale's and the space occupied by Macy's for the period prior to Closing; (x) any other tenants regarding supplemental taxes or mechanic's liens for the period prior to Closing; (y) Broadway Stores, Inc. ("Broadway's") regarding recovery of rental premium insurance fees; (z) Fast Frame, a former tenant for monthly payments in the amount of $208.33 until January 2000 for past rent due to Seller; and (aa) AMC regarding the installation of a new underground storage tank more fully described in Section 8.29 herein (the "AMC Tank Issue") (all items referred to in this clause (iii) are defined as "Reserved Claims") (provided however, Seller's rights hereunder shall in no way limit Purchaser's rights for any claims for matters arising from and after the Closing), (iv) any bank accounts or similar accounts and (v) Seller's rights pursuant to Paragraph 8.26 herein (the "Intangible Property"). All items of the Property which are not real property shall constitute part of the Intangible Property and Personal Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Urban Shopping Centers Inc)
SALE OF PROPERTY. On and subject to the terms, provisions and conditions set forth herein, Seller agrees to sell, assign convey, assign, transfer and convey deliver to Purchaser, Buyer and Purchaser Buyer agrees to purchase purchase, acquire and assume take from Seller all the following described property (the property described below sometimes hereinafter being collectively called the "Property"):
A. All of Seller's right, title and interest in and to that real property located in the following (collectivelyCity of Laguna Niguel, the County of Orange, and State of California, more particularly described on Exhibit "Property"):
(A) The Land " attached hereto and the Improvements;
(B) All hereby made a part hereof, together with all easements, rights-of-way, privilegeshereditaments and appurtenances thereunto belonging or in any way appertaining, appurtenances and all buildings and improvements situated thereon, if any (hereinafter collectively called the "Subject Premises").
B. All furniture, fixtures, equipment, appliances and other rights pertaining items of personal property owned by Seller and used in connection with the operation of the Subject Premises and now located upon the Subject Premises, if any.
C. Seller's interest in all leases, lease guarantees and tenancies for the Subject Premises, as well as any refundable security deposits made by tenants of the Subject Premises, to be adjusted for new deposits collected by Seller and benefiting the Land;deposits refunded or paid by Seller.
(C) Any D. All of Seller's right, title or interest of Seller and interest, if any, in and to any land lying in assignable licenses, permits, service contracts, and all other contracts affecting the bed of any street, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land;Property.
(D) Any E. All Seller's right, title or interest of Seller and interest, if any, in and to any and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to use the business and trade name "Lake City Commons". Notwithstanding Crown Cabot Financial Center" under which the foregoing, so long as 126603 v6 Seller, its successors Subject Premises have been managed and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below)operated.
Appears in 1 contract
SALE OF PROPERTY. On Seller agrees to sell and convey and Buyer agrees to purchase, subject to the terms, provisions terms and conditions set forth hereinof this Agreement, Seller agrees to sell(a) all that certain piece, assign parcel or tract of land located in the County of Kings, City and convey to PurchaserState of New York, as more fully described on Exhibit “A” annexed hereto, and Purchaser agrees to purchase known 400 0xx Xxxxxx, Xxxxxxxx, Xxx Xxxx, together with (i) all easements, covenants, agreements, rights, privileges, development rights and assume from Seller appurtenances thereto and (ii) all of Seller's right, title and interest in interest, if any, of the following (collectively, the "Property"):
(A) The Land and the Improvements;
(B) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any land lying in the bed of any street, road or avenue opened open or proposed, public or private, adjoining and proposed in front of or adjoining said premises to the street frontage of the Land;
(D) Any centerline thereof, and all right, title and interest of the Seller in any award made or to be made in lieu thereof and in and to any unpaid award for damage to said premises by reason of change of grade of any street (the “Land”); (b) certain development rights and other rights and benefits conveyed to Seller’s predecessor in title pursuant to a Zoning Lot Development and Easement Agreement dated February 4, 2014 and recorded on February 26, 2014 as CRFN 2014000070415 (the “Excess Development Rights”); (c) the building (the “Building”), structures, improvements, fixtures, facilities, installations and other systems of every kind and description now or hereinafter in, on, over and under the Land (the “Improvements”; and together with the Land and Excess Development Rights, collectively, the “Subject Premises”); (d) all furniture, furnishings, equipment, machinery, appliances and any other tangible personal property of every kind and description in, on, over and under the Subject Premises owned by Seller and not owned by tenants under the Leases (as hereinafter defined) (collectively, the “Personal Property”) as more particularly set forth on Exhibit “F” attached hereto; (e) the management, service equipment, supply, security, maintenance, concession or other agreements with respect to or affecting the Subject Premises (collectively, the “Service Agreements”) which are then in effect and not terminated as of the Closing Date (as hereinafter defined); (f) any and all guaranties, licenses, approvals, certificates, permits, consents, authorizations, variances and warranties relating to the Subject Premises (collectively, the “Permits and Licenses”); (g) all right, title and interest of Seller in and to the Leases; and (h) any and all fixtureslogos, furnituredesigns and any other intellectual property rights, machinery, equipment, articles of personal property and improvements in related to the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land Subject Premises (the items included in this subsection “Intangible Property”) (D(a) being through (h) above hereinafter collectively referred to as called the "Personal “Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below”).
Appears in 1 contract
SALE OF PROPERTY. On and subject Subject to the terms, provisions terms and conditions set forth hereinof this Agreement, Seller agrees to sell, assign sell to Buyer and convey to Purchaser, and Purchaser Buyer agrees to purchase and assume from Seller all of the following described property (collectively, the “Property”): (i) Seller's right, ’s fee simple title and interest in and to the following land being more particularly described on Addendum A attached hereto and incorporated herein (collectivelythe “Land”) and all rights, privileges, easements and appurtenances to the "Property"):
(A) The Land owned by Seller and other appurtenances used or connected with the Improvements;
(B) All beneficial use or enjoyment of the Land, including, without limitation, all mineral rights, easements, rights-of-way, privilegesgas and hydrocarbons, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any all right, title or and interest of Seller in and to any land lying all highways, roads, streets, alleys and other public rights of way and thoroughfares and all water courses or water bodies adjacent to, abutting or serving the Land, if any, together with all Improvements, fixtures, easements, rights-of-way, privileges and appurtenances relating to the Land, and irrevocable licenses running in favor of the bed owner of the Land or relating thereto; (ii) all buildings located upon the Land, and all other improvements, fixtures, parking areas and other improvements of any streetkind or nature whatsoever now or hereafter located on the Land (collectively, road the “Building”) (the Land and Building are referenced herein collectively as, the “Real Property”); (iii) all equipment, machinery, appliances, furnishings, inventory, tools, signs, site plans, surveys, architectural renderings, cranes, plans or avenue opened or proposedstudies of any kind, public or privateand other supplies, adjoining fixtures and personal and tangible property owned by Seller and used solely in front connection with the maintenance, operation and ownership of the street frontage of Building or the Land;
Land (D“Personal Property”); (iv) Any all intangible property, if any, now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to (A) all right, title or and interest of Seller in and to any all unexpired assignable warranties, guaranties, bonds, claims and rights, if any, relating to the Real Property or the Personal Property, (B) all fixturesair rights, furniture, machinery, equipment, articles of personal property excess floor area rights and improvements in the nature of personal property attached other development rights relating or appurtenant toto the Land or the Building, or located on, and used exclusively (C) all rights to obtain utility service in connection with the use Building and the Land, (D) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof, and (E) all right, title and interest of Seller in and to all contracts for the repair or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy maintenance of, the Landprovision of services to, but expressly excluding trade fixtures or otherwise relating to or affecting, the Real Property or the Personal Property (collectively, “Property Contracts”), which are assumed contracts and personal property of tenants to the extent Seller’s interest thereunder is assignable; (all of the Land foregoing are collectively, “Intangible Property”); (v) all of Seller’s right, title and interest as landlord under any leases, possessory licenses and concession agreements and all amendments, extensions and modifications thereto (collectively the items included “Leases”), together with any guarantees thereof and security deposits thereunder; and (vi) all right, title and interest of Seller in this subsection or to condemnation awards and insurance proceeds (Dto the extent not applied to restoration) being hereinafter collectively referred relating to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitationsubject to the terms of that certain Ground Lease Agreement (the “Lease”), by and between Seller (or its predecessor in interest to the non-exclusive right Property), as landlord, and Buyer (or its predecessor in interest to use the name "Lake City Commons"such Lease), as tenant. Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All Property does not include any trademarks or trade names of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below).
Appears in 1 contract
SALE OF PROPERTY. On and subject 1.1 Subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees shall sell to sell, assign and convey to Purchaser, Purchaser and Purchaser agrees to shall purchase and assume from Seller the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in Xxxx County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all of Seller's purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest in the following (collectivelyof Seller, the "Property"):
(A) The Land and the Improvements;
(B) All easementsif any, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road road, alley, easement or avenue opened right of way, open or proposed, public in, on, across, abutting or privateadjacent to the Land.
1.1.2 All buildings, adjoining improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in front of all security or other deposits, if any, held by Seller in connection with the street frontage of the LandTenant Leases;
(D) Any right1.1.5 All rights, title or interest titles and interests of Seller in and to any service contracts, maintenance contracts, equipment leases and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, similar contracts relating to the Land, but expressly excluding trade fixtures and personal property of tenants of the Land Improvements or the Personal Property (the items included in this subsection (D) being hereinafter collectively referred to as the collectively, "Personal PropertyCONTRACTS");
1.1.6 All permits (E) including without limitation certificates of occupancy), licenses and approvals relating to the Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All general intangibleswarranties, copyrightsguaranties and bonds relating to the Land, trademarksthe Improvements or the Personal Property (collectively, service marks "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other marks plans and trade studies of any kind that relate to the Land, the Improvements, or business names the Personal Property;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used exclusively in the continuing operation of the PropertyImprovements;
1.1.10 All rights, including without limitation, the non-exclusive right titles or interests of Seller in and to use the name "Lake City CommonsCollege Club Apartments" or similar name (the ". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name NAME"Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons");
(F) 1.1.11 All of Seller's interest as landlord in right, title and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts Submission Materials (as defined belowhereinafter defined); and
1.1.12 Any and all other rights, privileges and appurtenances owned by Seller and in any way related to, or used in connection with, the development, construction, management, ownership or operation of the Land, Improvements, or Personal Property.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. On and subject to 1.1 Upon the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees to sell, assign and convey shall sell to Purchaser, and Purchaser agrees to shall purchase from Seller, that certain apartment complex located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, and assume from Seller containing, in the aggregate, 248 units and related improvements, and commonly known as “Woodfield Oxford Square”, being all of Seller's ’s right, title and interest in all of the following described property (collectively, the "“Property"”):
(Aa) The Land real property located in Xxxxxx County, Maryland, and being more particularly described on Exhibit A attached hereto and incorporated herein by this reference, together with all rights and appurtenances pertaining to such real estate, including, without limitation, any and all rights of Seller, if any, in and to adjacent roads, alleys, easements, streets and ways (collectively, the Improvements“Land”);
(Bb) All easementsimprovements, rights-of-waystructures and fixtures placed, privilegesconstructed or installed on the Land (collectively, appurtenances and other rights pertaining to and benefiting the Land“Improvements”);
(Cc) Any rightAll (i) mechanical systems and the fixtures and equipment related thereto comprising part of or attached to or located upon the Improvements, title to the extent owned by Seller, (ii) carpets, drapes, blinds and other furnishings owned by Seller and comprising a part of or interest of Seller in attached to or located upon the Improvements, (iii) appliances owned by Seller; and to any land lying in the bed of any street, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land;
(Div) Any right, title or interest of Seller in and to any and all fixtures, furniture, machinery, maintenance equipment, articles of personal property supplies and improvements in the nature of personal property attached or appurtenant to, or located on, tools owned by Seller and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy ofImprovements (collectively, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "“Personal Property"”);
(Ed) All general intangiblesSeller’s interest in leases, copyrightslease commitments and all other rental agreements (collectively, trademarks, service marks and other marks and trade or business names used exclusively the “Leases”) with tenants occupying space situated in the operation Improvements or otherwise having rights with regard to use of the PropertyLand or the Improvements, including without limitationand all security deposits or like payments, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoingif any, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner paid by existing tenants of the Retained Parcel, it shall have Property to or on behalf of Seller except to the non-exclusive right extent forfeited by such tenants or returned to use such tenants under the name "Lake City Commons" and can market the Retained Parcel as part terms of "Lake City Commons"their leases;
(Fe) All To the extent assignable, Seller’s interest in all (i) brokerage or tenant locator contracts, (ii) cable or subscription television agreements, (iii) maintenance, repair, service and pest control contracts (including but not limited to janitorial and landscaping agreements), (iv) security system agreements, and (v) all other contracts pursuant to which services (other than property management services) or goods are provided to the Property (collectively, the “Service Contracts”), except to the extent excluded under the terms of Seller's interest as landlord in this Agreement; and to Publix Lease and the Tenant Leases (each as defined below); and29820032v11
(Gf) All of Seller's ’s interest in all furniture, fixture and equipment leases, if any, to the Contracts extent the same are assignable by Seller (as defined below)the “Personalty Leases”) except to the extent excluded under the terms of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Growth Properties, Inc.)
SALE OF PROPERTY. On and subject 1.1 Subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees shall sell to sell, assign and convey to Purchaser, Purchaser and Purchaser agrees to shall purchase and assume from Seller the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in Xxxx County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all of Seller's purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest in the following (collectivelyof Seller, the "Property"):
(A) The Land and the Improvements;
(B) All easementsif any, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road road, alley, easement or avenue opened right of way, open or proposed, public in, on, across, abutting or privateadjacent to the Land.
1.1.2 All buildings, adjoining improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in front of all security or other deposits, if any, held by Seller in connection with the street frontage of the LandTenant Leases;
(D) Any right1.1.5 All rights, title or interest titles and interests of Seller in and to any service contracts, maintenance contracts, equipment leases and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, similar contracts relating to the Land, but expressly excluding trade fixtures and personal property of tenants of the Land Improvements or the Personal Property (the items included in this subsection (D) being hereinafter collectively referred to as the collectively, "Personal PropertyCONTRACTS");
1.1.6 All permits (E) including without limitation certificates of occupancy), licenses and approvals relating to the Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All general intangibleswarranties, copyrightsguaranties and bonds relating to the Land, trademarksthe Improvements or the Personal Property (collectively, service marks "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other marks plans and trade studies of any kind that relate to the Land, the Improvements, or business names the Personal Property;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used exclusively in the continuing operation of the PropertyImprovements;
1.1.10 All rights, including without limitation, the non-exclusive right titles or interests of Seller in and to use the name "Lake City CommonsUniversity Club Apartments of Tallahassee" or similar name (the ". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name NAME"Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons");
(F) 1.1.11 All of Seller's interest as landlord in right, title and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts Submission Materials (as defined belowhereinafter defined); and
1.1.12 Any and all other rights, privileges and appurtenances owned by Seller and in any way related to, or used in connection with, the development, construction, management, ownership or operation of the Land, Improvements, or Personal Property.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. On A. Subject to and subject to upon the terms, provisions terms and conditions set forth hereinin this Agreement, each Seller agrees to sell, assign assign, transfer, deliver and convey to PurchaserBuyer, and Purchaser Buyer agrees to purchase, acquire and accept from each Seller, all of each Seller's right, title, and interest in the Building or the Parcel, as the case may be, which it owns, as set forth in the Recitals above for the purchase price hereinafter set forth.
B. Buyer agrees to pay to each Seller and assume from each Seller agrees to accept as the purchase price for its Building or the Parcel, as the case may be, the following sum: Property Price -------- ----- International Court I Building $12,020,000 International Court II Building $23,100,000 International Court III Building $ 7,880,000 Parcel $ 2,000,000 Each of the foregoing sums is sometimes hereinafter referred to as the "Individual Purchase Price" for the Building or the Parcel designated opposite such sum, and the sum of all of them, being Forty-Five Million Dollars ($45,000,000.00), is sometimes hereinafter referred to as the "Purchase Price".
C. Each Seller agrees to sell, convey, assign and transfer as part of this Agreement, with respect to its Building or the Parcel, as the case may be, the following:
(1) All open parking areas and improvements, including without limitation, all mechanical, electrical, heating, ventilation, air conditioning and plumbing fixtures, systems and equipment as well as all compressors, engines and elevators, if any; and
(2) All leases and other agreements with respect to the occupancy of the Building or the Parcel, together with all amendments and modifications thereto ("Leases"), and rents, additional rents, reimbursements, profits, income and receipts with respect to the period commencing on the date of Closing and continuing thereafter as set forth below, and Security Deposits, as hereinafter defined, thereunder and all of Seller's right, title and interest in and to those contracts and agreements for the following servicing, maintenance and operation of the Building or the Parcel (collectively, "Service Contracts") to the "Property"):extent Buyer elects to assume same as provided in Paragraph 3.D. herein; and
(A) The Land and the Improvements;
(B3) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest and interest, if any, of the Seller in and to any land lying those certain fixtures, equipment, furniture and other items of personal property affixed to or appurtenant to the Building or the Parcel owned by Seller and constituting either a part of a Building or the Parcel or used in the bed of any streetoperation thereof, road or avenue opened or proposedincluding, public or privatewithout limitation, adjoining all carpets, drapes and in front of the street frontage of the Land;
(D) Any rightother furnishings; maintenance equipment and tools, title or interest of Seller in and to any and all fixtures, furnituremachinery, transformers, apparatus, fittings, freezing, lighting, laundry, incinerating and power equipment and apparatus, all engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire prevention and fire extinguishing and refrigerating equipment and apparatus; shades, blinds, awnings, screens, storm doors and windows, cabinets, partitions, ducts and compressors, rugs, furniture and furnishings, hot water heaters, garbage receptacles and containers above and below ground, keys to locks on or in the Building, and all other machinery, equipment, articles of meters, boilers, repair parts, fixtures and tangible personal property of every kind and improvements character and all accessions and additions thereto owned by and in the nature possession of personal property Seller and attached or appurtenant to, to or located on, upon and used exclusively in connection with the use ownership, maintenance, or operation of, of the Building or used or adapted for use exclusively in connection with the enjoyment or occupancy of, Parcel which are not the Land, but expressly excluding trade fixtures and personal property of tenants Tenants of the Land Building or of other persons (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property");
) (E) All general intangiblesAs used in this Agreement, copyrights, trademarks, service marks the term "Tenant" shall mean any and other marks and trade or business names used exclusively in the operation all occupants of the Property, including without limitation, Building or the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below.); and
(G) All of Seller's interest in and to the Contracts (as defined below).
Appears in 1 contract
SALE OF PROPERTY. On and subject to 1.1. Upon the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees shall sell to sellPurchaser and Purchaser shall purchase from Seller that certain apartment complex located in San Antonio, assign and convey to PurchaserTexas, and Purchaser agrees to purchase containing, in the aggregate, 198 units and assume from Seller related improvements, and commonly known as Fifth Avenue Apartments, including all of Seller's right, title and interest in the following described property (collectively, the "“Property"”):
(Aa) The Land real property located in Bexar County, Texas, and being more particularly described on EXHIBIT A attached hereto and incorporated herein by this reference, together with all rights and appurtenances pertaining to such real estate, including, without limitation, any and all rights of Seller, if any, in and to adjacent roads, alleys, easements, streets and ways (collectively, the Improvements“Land”);
(Bb) All easementsimprovements, rights-of-waystructures and fixtures placed, privilegesconstructed or installed on the Land (collectively, appurtenances and other rights pertaining to and benefiting the Land“Improvements”);
(Cc) Any rightAll (i) mechanical systems and the fixtures and equipment related thereto comprising part of or attached to or located upon the Improvements, title including, but not limited to, electrical systems, plumbing systems, heating systems, air conditioning systems, (ii) carpets, drapes, blinds and other furnishings owned by Seller and comprising a part of or interest of attached to or located upon the Improvements, (iii) appliances owned by Seller; (iv) maintenance equipment, supplies and tools owned by Seller and used in connection with the Improvements; and to any land lying in the bed of any street, road or avenue opened or proposed, public or private, adjoining and in front of the street frontage of the Land;
(Dv) Any right, title or interest of Seller in and to any and all fixtures, furniture, other machinery, equipment, articles of fixtures, supplies (including marketing supplies) and personal property of every kind and improvements character owned by Seller and located in the nature of personal property attached or appurtenant to, on or located on, and used exclusively in connection with the use Land or operation of, the Improvements or used or adapted for use exclusively in connection with the enjoyment or occupancy ofoperations thereon (collectively, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "“Personal Property"”);
(Ed) All general intangiblesLandlord’s interest in all leases, copyrightslease commitments and all other rental agreements (collectively, trademarks, service marks and other marks and trade or business names used exclusively the “Leases”) with tenants occupying space situated in the operation Improvements or otherwise having rights with regard to use of the PropertyLand or the Improvements, including without limitationand all security deposits or like payments, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoingif any, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons"paid by tenants in connection with such Leases;
(Fe) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's ’s interest in all (i) brokerage or tenant locator contracts, (ii) cable or subscription television agreements, (iii) maintenance, repair, service and pest control contracts (including but not limited to the Contracts janitorial, landscaping and laundry agreements), and (as defined below).iv) all other contracts pursuant to which services (other than property management
Appears in 1 contract
Samples: Purchase and Sale Agreement (S/M Real Estate Fund Vii LTD/Tx)
SALE OF PROPERTY. On Seller is the owner of all of the working interest in and subject to the terms, provisions oil and conditions set forth herein, gas leases described on Exhibit A attached hereto (the "Leases"). Seller agrees to sellsell all of its right, assign title and convey to Purchaserinterest in the Leases consisting of not less than 100% of the working interest representing not less than the Net Revenue Interest in each of the Leases set forth on said Exhibit A, and Purchaser agrees to purchase and assume from Seller together with the all of Seller's right, title and interest in the following (collectively, the "Property"):
(A) The Land and the Improvements;
(B) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any land lying all rights, privileges and easements appurtenant thereto and an undivided 100% of all personal property now in place on the Leases, to Buyer in consideration of the cancellation of that certain promissory note payable to Buyer in the bed amount of any streetOne Million Nine Hundred Twenty-Eight Thousand Seven Hundred and Forty Dollars ($1,928,740.00), road or avenue opened or proposed, public or private, adjoining a true and in front correct copy of which is attached hereto as Exhibit B (the street frontage of the Land;
(D) Any right, title or interest of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures “Note”). Such Leases and personal property of tenants of the Land (the items included in this subsection (D) being shall hereinafter collectively be referred to as the "Personal Property");." The Property shall also include all Seller’s existing well and lease files, drillers logs, reserve reports appraisals, evaluations, studies, or any other documents prepared for or in any way relating to the Property; and also include but not limited to the following:
(E) All general intangiblesA. Sellers' leasehold interests in oil, copyrightsgas, trademarks, service marks and other marks minerals, including working interests, carried working interests, net profits interests, rights of assignment and trade or business names used exclusively reassignment, and all other rights and interests in the operation Property.
B. All overriding royalty interests and production payments, rights to take royalties in kind, and all other interest in and/or payable out of production of oil, gas, and other minerals.
C. All rights and interests in or derived from unit agreements, orders and decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, waterflood agreements, farmout and farmin agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the Propertyextent they pertain to the Leases, including without limitationlands, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each wxxxx located on the Leases.
D. All rights of way, easements, surface fees, surface leases, servitudes and franchises insofar as defined below); and
(G) All of Seller's interest in and they pertain to the Contracts (as defined below)Leases, or the personal property located on the Leases.
E. All permits and licenses of any nature, owned, held, or operated by Seller in connection with the Leases, lands or personal property located on the Leases.
F. All producing, nonproducing, and shut-in oil and gas wxxxx, salt water disposal wxxxx, water wxxxx, injection wxxxx, and all other wxxxx on or attributable to the Leases.
G. All pumping units, pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, compressors, dehydrators, gas processing equipment, gathering lines, flow lines, valves, fittings and all other surface and downhole equipment, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection with the Leases, lands or personal property located thereupon and all other interests described above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Legend Oil & Gas, Ltd.)
SALE OF PROPERTY. On and subject Subject to the terms, provisions covenants and conditions set forth hereinof this Agreement, Seller agrees shall sell to sell, assign and convey to PurchaserBuyer, and Purchaser agrees Buyer shall purchase from Seller:
2.1.1 the land consisting of approximately 6.36 acres, located in the City of Milpitas, County of Santa Xxxxx, State of California, which is more particularly described in Exhibit “A”, together with, all and singular, the tenements, hereditaments, easements, rights of way and appurtenances belonging or in anywise appertaining to purchase the same (“Land”);
2.1.2 all improvements, structures and assume from Seller fixtures now or on the “Closing Date” (as defined below) located upon the Land, including one (1) two story business condominium building described as 000 Xxxxx Xxxxxxxx Xxxxxxxxx, comprised of approximately 104,000 square feet (“Improvements”) (the Land, the Improvements are collectively referred to herein as the “Real Property”);
2.1.3 all of Seller's right, title and interest in the following (collectively, the "Property"):
(A) The Land and the Improvements;
(B) All easements, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any land lying equipment, machinery or other property which is affixed to the Improvements and all personal property located on or used in connection with the Land or Improvements, including the furniture (which is depicted on the Floor Plans attached hereto as Schedule 2.1.3), but excluding (i) those items of personal property owned by Tenants, and (ii) any personal property pertaining to the operation of Seller’s business and currently located in the bed of any street, road or avenue opened or proposed, public or private, adjoining and in front area demised by the Seller Lease at Closing (exclusive of the street frontage of the Landitems referred to in clause 2.1.3(a) above) (“Personal Property”);
(D) Any 2.1.4 all right, title or and interest of Seller in and to any and all fixtures, furniture, machinery, equipment, articles of personal intangible property and improvements in related to the nature of personal property attached Real Property or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, the Land, but expressly excluding trade fixtures and personal property of tenants of the Land (the items included in this subsection (D) being hereinafter collectively referred to as the "Personal Property");
(E) All general intangibles, copyrightsincluding, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to Leases and all other agreements demising space in or providing for the use or the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner occupancy of the Retained ParcelLand or Improvements and any permits, it shall have the non-exclusive right approvals, operating permits, plans, specifications, licenses, entitlements, approvals, surveys, warranties and guaranties (including those related to use the name "Lake City Commons" construction), and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in all other contracts and to Publix Lease agreements and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in all intangible property and rights relating to the Contracts Land, Improvements or Personal Property, if any, (collectively, the “Intangible Property”), to the extent the Intangible Property is assignable and Buyer elects to have such Intangible Property assigned to Buyer (the Real Property, Personal Property and Intangible Property are collectively referred to herein as defined belowthe “Property”).
Appears in 1 contract
SALE OF PROPERTY. On and subject 1.1 Subject to the terms, provisions terms and conditions hereinafter set forth hereinforth, Seller agrees shall sell to sell, assign and convey to Purchaser, Purchaser and Purchaser agrees to shall purchase and assume from Seller the following described property and assets (hereinafter sometimes collectively referred to as the "PROPERTY"):
1.1.1 That certain tract or parcel of land located in Xxxx County, Florida and more particularly described on EXHIBIT "A" attached hereto and fully incorporated herein by reference for all of Seller's purposes, together with any easements and other rights appurtenant thereto (the "Land"), together with (without warranty) any right, title and interest in the following (collectivelyof Seller, the "Property"):
(A) The Land and the Improvements;
(B) All easementsif any, rights-of-way, privileges, appurtenances and other rights pertaining to and benefiting the Land;
(C) Any right, title or interest of Seller in and to any mineral rights or water rights or similar rights relative to the Land and any land lying in the bed of any highway, avenue, street, road road, alley, easement or avenue opened right of way, open or proposed, public in, on, across, abutting or privateadjacent to the Land.
1.1.2 All buildings, adjoining improvements, structures, parking areas and fixtures placed, constructed or installed on the Land, whether or not same may be subject to any tenant or ground lease (the "IMPROVEMENTS");
1.1.3 All equipment, appliances, machinery, apparatus, tools, furniture, furnishings and other tangible personal property (the "PERSONAL PROPERTY") owned by Seller and located, placed or installed on or about the Land or Improvements or used as part of or in connection with the Land or Improvements or the operations thereon;
1.1.4 All of the rights and interests of the lessor or landlord in and to all leases and other rental agreements (written or oral) now or hereafter in effect, that grant a possessory interest in and to any space situated in the Improvements or that otherwise confer rights with regard to use of the Land or Improvements, together with all guaranties thereof (hereinafter referred to as the "TENANT LEASES"), and in front of all security or other deposits, if any, held by Seller in connection with the street frontage of the LandTenant Leases;
(D) Any right1.1.5 All rights, title or interest titles and interests of Seller in and to any service contracts, maintenance contracts, equipment leases and all fixtures, furniture, machinery, equipment, articles of personal property and improvements in the nature of personal property attached or appurtenant to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy of, similar contracts relating to the Land, but expressly excluding trade fixtures and personal property of tenants of the Land Improvements or the Personal Property (the items included in this subsection (D) being hereinafter collectively referred to as the collectively, "Personal PropertyCONTRACTS");
1.1.6 All permits (E) including without limitation certificates of occupancy), licenses and approvals relating to the Land, the Improvements, or the Personal Property (collectively, "PERMITS");
1.1.7 All general intangibleswarranties, copyrightsguaranties and bonds relating to the Land, trademarksthe Improvements or the Personal Property (collectively, service marks "BONDS");
1.1.8 All rights and interests of Seller in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other marks plans and trade studies of any kind that relate to the Land, the Improvements, or business names the Personal Property;
1.1.9 All promotional material, leasing material and forms, records relating to tenants, market studies, keys and other materials of any kind in Seller's possession used exclusively in the continuing operation of the PropertyImprovements;
1.1.10 All rights, including without limitation, the non-exclusive right titles or interests of Seller in and to use the name "Lake City CommonsThe Greens at College Club" or similar name (the ". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name NAME"Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons");
(F) 1.1.11 All of Seller's interest as landlord in right, title and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts Submission Materials (as defined belowhereinafter defined); and
1.1.12 Any and all other rights, privileges and appurtenances owned by Seller and in any way related to, or used in connection with, the development, construction, management, ownership or operation of the Land, Improvements, or Personal Property.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (American Campus Communities Inc)
SALE OF PROPERTY. On and subject to the terms, provisions and conditions set forth herein, Seller agrees to sell, assign shall sell and convey to Purchaser, and ----------------- Purchaser agrees shall purchase from Seller, upon and subject to purchase and assume from Seller the provisions of this Agreement, the following:
(a) all of Seller's right, title and interest in and to the following fee simple title to that certain real property located at 3301 Main Street, Leesburx, Xxxxxxx, xx Xxxx Xxxxxx, Xxxxx xx Florida, and the building, parking and related facilities all located on the land more particularly described in Exhibit A --------- attached hereto (collectively, the "Real Property"):
). Seller and Purchaser agree that ------------- to the extent the legal description of the Real Property set forth in Exhibit A --------- differs from the metes and bounds description of the Real Property set forth in the Survey (Aas hereinafter defined) The Land approved by Purchaser, the metes and bounds description of the ImprovementsReal Property set forth in the Survey shall be substituted for Exhibit A and shall become the legal description of the Real Property;
(Bb) All all rights of Seller, including, without limitation, rights to and under easements, cross easements and reciprocal easements and rights of access and parking, all passages, waters, water courses, riparian rights-of-way, privileges, appurtenances and other rights under restrictive covenants pertaining to or benefiting any portion of the Real Property and all other privileges and easements benefiting and/or appurtenant to the Land;Real Property (collectively, "Appurtenances"); -------------
(Cc) Any all of Seller's right, title and interest in and to buildings, structures, improvements and fixtures now or hereafter located on, attached to or contained in the Real Property ("Improvements"); ------------
(d) all of Seller's right, title and interest in all fixtures, all electrical, plumbing, mechanical, heating, lighting, ventilating, air conditioning and sprinkler systems (whether or not same are or shall be attached to any buildings or improvements in any manner), and all other personal property, if any, now or hereafter located on or about, attached to or contained in the Real Property or the Improvements and used exclusively in the operation and maintenance thereof, but excluding the equipment, machinery, inventory, raw material and furnishings of Seller used in connection with Seller's occupancy of the Improvements ("Tangible Personal Property"); --------------------------
(e) Seller's right, title and interest in and to any land lying intangible personal property which has been used by Seller in the bed of any streetownership, road improvement or avenue opened or proposed, public or private, adjoining and in front operation of the street frontage Real Property or Improvements, including, but not limited to, warranties, guarantees, permits, franchises, licenses, certificates of the Land;occupancy, soil, physical, environmental, asbestos and/or engineering and other inspections, reports and studies, any claims and causes of action and proceeds thereof, surveys, maps, transferable utility contracts, plans and specifications, engineering plans and studies, floor plans and landscape plans ("Intangible Personal Property"); ----------------------------
(Df) Any all of Seller's right, title or and interest of Seller in and to all plans, specifications, reports, licenses, permits, entitlements, surveys, and maps, and, to the extent Purchaser elects to assume same as contemplated herein, all agreements and contracts, relating to the Property (collectively, "Contracts and ------------- Documents "); and ---------
(g) any and all fixturesother rights, furniture, machinery, equipment, articles of personal property privileges and improvements appurtenances owned by Seller and in the nature of personal property attached or appurtenant any way related to, or located on, and used exclusively in connection with the use or operation of, or used or adapted for use exclusively in connection with the enjoyment or occupancy ofwith, the Landoperation of the Real Property or the Improvements, but no obligations thereunder except as expressly excluding trade fixtures and personal property of tenants assumed in writing by Purchaser. All of the Land (the items included referred to in this subsection (DSections 2(a) being hereinafter through 2(g) are collectively referred to as the "Personal Property");
(E) All general intangibles, copyrights, trademarks, service marks and other marks and trade or business names used exclusively in the operation of the Property, including without limitation, the non-exclusive right to use the name "Lake City Commons". Notwithstanding the foregoing, so long as 126603 v6 Seller, its successors and assigns, is the fee simple owner of the Retained Parcel, it shall have the non-exclusive right to use the name "Lake City Commons" and can market the Retained Parcel as part of "Lake City Commons";
(F) All of Seller's interest as landlord in and to Publix Lease and the Tenant Leases (each as defined below); and
(G) All of Seller's interest in and to the Contracts (as defined below).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Universal Beverages Holdings Corp)