SUBJECT OF CONVEYANCE. In accordance with the terms and conditions of this Agreement, on the Closing Date (as defined herein), Contributor agrees to contribute, convey or otherwise transfer to certain designees of MCRLP all of Contributor's right, title and interest in and to the assets set forth in paragraphs (a) through (h) of this Section 1:
(a) that certain real property situate, lying and being in the State of Colorado and being more particularly described on Schedule 1(a) (the "Land"), which Schedule 1(a) sets forth the name, state of organization and type of entity of Contributor of a parcel of Land and all of the improvements located on the Land (individually, a "Building" and collectively, the "Improvements");
(b) all rights, privileges, grants and easements appurtenant to Contributor's interests in the Land and Improvements, if any, including without limitation, all land lying in the bed of any public street, road or alley, all mineral and water rights and all easements, licenses, covenants and rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and Improvements (the Land and Improvements and all such rights, privileges, easements, grants and appurtenances are sometimes collectively referred to herein as the "Real Property");
(c) except as set forth on Schedule 1(c) all personal property, artwork, fixtures, equipment, inventory and computer programming and software owned by Contributor and located on any of the Real Property or used at any of the management and corporate offices of Contributor (the "Personal Property");
(d) all leases and other agreements with respect to the use and occupancy of the Real Property, together with all amendments and modifications thereto (each a "Lease" and collectively, the "Leases") and any guaranties provided thereunder, and rents, additional rents, reimbursements, profits, income, receipts and the amount deposited (the "Security Deposit") under any Lease in the nature of security for the performance of the Tenant's (as defined herein) obligations thereunder;
SUBJECT OF CONVEYANCE. 1.1 Seller hereby agrees to sell and convey, and Purchaser hereby agrees to purchase, subject to all terms and conditions set forth in this Agreement:
(a) that certain plot, piece or parcel of land situate, lying and being in the City of Stamford, County of Fairfield, and State of Connecticut, and being more particularly described on Schedule 1.1
(a) (the "Land"), and the improvements, if any, located on the Land (the "Improvements");
(b) all rights, privileges, grants and easements appurtenant to Seller's interest in the Land and Improvements, including without limitation, all of Seller's right, title and interest in and to all land lying in the bed of any public street, road or alley, all mineral and water rights and all easements, licenses, covenants and rights-of -way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and Improvements (the Land and Improvements and all such rights, privileges, easements, grants and appurtenances are sometimes referred to herein as the "Real Property");
(c) all leases and other agreements with respect to the use and occupancy of the Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (individually, a "Lease", and collectively, the "Leases"), and rents, additional rents, reimbursements, profits, income, receipts, and the amount, if any, deposited (the "Security Deposit") under any Lease in the nature of security for the performance of the obligations of the tenant or user (individually a "Tenant", and collectively, the "Tenants") under the Leases; and
(d) any approvals, permits and agreements, including but not limited to environmental permits, subdivision approvals, development agreements, site plans and approvals, relating to the development of the Real Property (collectively, the "Intangible Property"); and
(e) all other rights, privileges and appurtenances owned by Seller, if any, and in any way related to the rights and interests described above in this Section. The Real Property, the Leases, the Intangible Property and all other property interests being conveyed hereunder are hereinafter collectively referred to as the "Property".
SUBJECT OF CONVEYANCE. Xxxxxx agrees to sell and convey to Buyer and Xxxxx agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement and in that certain Asset Purchase and Sale Agreement dated December 30, 2021 by and among RHF, Seller, Pacifica and the other parties thereto (the “Asset Purchase and Sale Agreement”), as amended by the Asset Purchase and Sale Agreement Amendment No. 1 dated January 4, 2022 (the “First Amendment”), and as further amended by the Second Amendment to Asset Purchase and Sale Agreement dated February 24, 2022 (the “Second Amendment”), the Third Amendment to Asset Purchase and Sale Agreement dated March 16, 2022 (the “Third Amendment”), and the Fourth Amendment to Asset Purchase and Sale Agreement dated March 18, 2022 (the “Fourth Amendment”) and the Fifth Amendment to Asset Purchase and Sale Agreement dated July 25, 2022 (the “Fifth Amendment” and, together with the Asset Purchase and Sale Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment, the “PSA”), all right, title, and interest of Seller in and to the following (collectively referred to herein as the “Property”):
(a) The land as described in Exhibit A, including all easements and other rights, interests and appurtenances thereto, which is owned or used by Seller in connection therewith, together with all buildings, structures, fixtures and other improvements located in, on, at, under or above or attached to such land (the “Real Property”); and
(b) The Operating Assets owned by Seller and used in connection with the Facility located at the Real Property.
SUBJECT OF CONVEYANCE. Seller irrevocably agrees to sell, transfer and assign to each Purchaser at the Closing (as defined in Section 6.1 hereof) the undivided interest in the Property described in Schedule I, attached hereto (a “Property Interest”), and each Purchaser agrees to purchase and accept such Property Interest to be purchased by such Purchaser pursuant to the terms and subject to the conditions set forth in this Agreement. Each Property Interest shall be conveyed to each Purchaser free and clear of all Liens (as defined in Section 1.4 hereof) other than Permitted Liens (as defined in Section 1.4 hereof).
SUBJECT OF CONVEYANCE. Seller agrees to sell, transfer, and convey to Purchaser and Purchaser agrees to purchase and accept delivery from Seller, upon the terms and conditions hereinafter set forth, all right, title, and interest of Seller in and to the following described real property: Parcel 2 of land survey plat for GrowCo recorded May 18th 2015 at reception no. 2004707, a portion of the Southeast 1/4 of Sxxxxxx 00, X 00 X, X 00 Xxxx of the 6th Principal Meridian, Pueblo County Colorado to wit: Commencing at the East 1/4 Corner of said Section 15; thence S89° 02’ 53” W, a distance of 29.99 feet to the True Point of Beginning; thence S00° 13’ 17” E, a distance of 1303.93 feet; thence S89° 04’ 54”W, a distance of 1312.86 feet; thence N00° 55’ 06”W, a distance of283.59 feet; thence S89° 04’ 54”W, a distance of630.20 feet; thence N00° 55’ 06” W, a distance of 503.00 feet; thence N89° 04’ 54” E, a distance of1282.09 feet; thence N00° 55’ 06” W, a distance of 516.84 feet; then N89° 02’ 53” E, a distance of 676.83 feet to the True Point of Beginning, containing 39.067 Acres, more or less. and,
SUBJECT OF CONVEYANCE. Seller hereby agrees to sell and convey, and Purchaser hereby agrees to purchase, the following, all of which shall be deemed to be included in and subject to all terms and conditions set forth in this Agreement:
(i) the Property; and
(ii) all right, title and interest, if any, of the Seller in and to those certain improvements, fixtures, equipment, furniture and other personal property affixed to or appurtenant to the Property, if any.
(iii) all right, title and interest, if any, of the Seller in and to any land lying in the bed of any public street, road or right of way, in front of the Property to the center line thereof; and
SUBJECT OF CONVEYANCE. PAYMENT TERMS; RESTRUCTURE OF DEBT; UNITS.......................
SUBJECT OF CONVEYANCE. Seller is the current owner of four (4) contiguous parcels of real property situated in the Township of Waterford, County of Oakland, State of Michigan, described as follows: ▪ Parcel Identification Number: 00-00-000-000 ▪ Approximately 71.7 Acres of Land ▪ Parcel Identification Number: 00-00-000-000 ▪ Approximately 4.06 Acres of Land ▪ Parcel Identification Number: 00-00-000-000 ▪ Approximately 28.94 Acres of Land ▪ Parcel Identification Number: 00-00-000-000 ▪ Approximately 51.06 Acres of Land (collectively the “Highland Lakes Campus”). Xxxxxx agrees to sell, and Xxxxxxxxx agrees to purchase, upon the terms and conditions set forth in this Agreement, all right, title, and interest of Seller in the real property which is legally described in the attached Exhibit A (hereafter the “Property”), which is a portion of the Highland Lake Campus. The parties acknowledge and agree that Seller is not selling any personal property, furniture, fixtures, or equipment (collectively “Personalty”) to Purchaser as part of this transaction.
SUBJECT OF CONVEYANCE. 2 Section 1.1 Conveyance of the Property ...........................................................2 Section 1.2 Conveyance of Owner Interests ........................................................4 Section 1.3 TCR Group ............................................................................5 Section 1.4 Transferees ..........................................................................5 Section 1.5 Access to Books and Records ..........................................................6 Section 1.6 Excluded Assets ......................................................................6 ARTICLE 2.
SUBJECT OF CONVEYANCE. The Seller hereby agrees to sell and convey, and the Purchaser hereby agrees to purchase, subject to all terms and conditions set forth in this Agreement:
(a) those certain plots, pieces or parcels of land situate, lying and being in the County of Xxxxxx, Township of Robbinsville and State of New Jersey, as described in Schedule A annexed hereto (the "Land"); and
(b) the building, open parking areas and improvements erected on the Land and commonly known as 000 Xxxxxxxxx Xxxxxxxxx, Xxxxxx Corporate Park Robbinsville, New Jersey 08691-1598 (the "Building"); and
(c) all appurtenances in and to the Land and the Building; and
(d) all right, title and interest, if any, of the Seller in and to those certain fixtures, equipment and other personal property affixed to or appurtenant to the Land and Building which are not the property of tenants of the Building or of other persons (the "Personal Property"); and
(e) all right, title and interest, if any, of the Seller in and to any land lying in the bed of any public street, road, alley, easement, right of way, water, water course, hereditament or avenue opened or proposed, in front of or adjoining said Land and Building (including strips and gores between the Land and abutting property), to the center line thereof. (The foregoing properties, rights and interests set forth or described in sub-sections (i), (ii), (iii), (iv), (v) and (vi) of this Section 1, are hereinafter collectively referred to as the "Premises".)
