Common use of Subject of Sale Clause in Contracts

Subject of Sale. (a) Seller agrees to sell and convey to Purchaser the Premises and Purchaser agrees to purchase from Seller the Premises subject to the terms and conditions contained in this Contract. (b) This sale includes any right, title and interest of Seller in and to: (i) the Property (and any other property adjacent thereto owned by Seller); (ii) any land lying in the bed of any street, road or avenue opened or proposed, in front of or adjoining the Property, to the center line thereof, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street; and Seller will execute and deliver to the Purchaser at the Closing, or thereafter, on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award; (iii) trade names, easements, permits, licenses and utility agreements, and other appurtenances appurtenant to the Property, if any; (iv) fixtures, equipment and other personal property attached to and appurtenant to the Property and not owned by the Space Tenants, if any, but no part of the Purchase Price shall be deemed to be paid for such fixtures, equipment or personal property; (v) the Space Leases and the security deposits listed on Schedule C annexed hereto; (vi) all plans and specifications for improvements to the Property in the possession of Seller and any contracts, warranties and guarantees, if any, with regard to the foregoing; and (vii) any mineral rights, waters, water courses and hereditaments belonging to the Property and owned by Seller ((i) through (vii) being referred to collectively as the "Premises").

Subject of Sale. (a) 2.1 Seller agrees to sell and convey to Purchaser the Premises (as hereinafter defined) and Purchaser agrees to purchase from Seller the Premises subject to the terms and conditions contained in this Contract. (b) 2.2 This sale includes any all right, title and interest of Seller in and to: (ia) the Property (and any other property adjacent thereto owned by Seller)Property; (iib) to the extent that such right, title or interest is appurtenant to the Property, any land lying in the bed of any street, road or avenue opened or proposed, directly in front of or adjoining the PropertyLand, to the center line thereof, and all right, title and interest of Seller in and to any award hereafter made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street; and Seller will execute and deliver to the Purchaser at the ClosingClosing (as hereinafter defined), or thereafter, on demand, all proper instruments for the conveyance of to such title and the assignment and collection of any such award; (iiic) trade names, easements, permits, licenses and utility agreements, and other appurtenances appurtenant to the Property, if any; (iv) all fixtures, equipment and other personal property attached (“Personal Property”), which are located on or used exclusively in connection with the operation of the Property including without limitation, those items specifically identified on Schedule B, but specifically excluding the conference table and chairs located therein and any and all of Seller’s marketing materials located therein (collectively, the “Excluded Personalty”) ; (d) to the extent assignable, and subject to the other provisions of this Agreement, rights, claims and intangible assets (excluding any bank accounts owned by or in the name of Seller) owned by or held or maintained for the benefit of Seller with respect to the Property; (e) oil, gas and mineral rights, approvals, rights, benefits, privileges, rights of way, appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to or benefiting the Property; (f) to the extent assignable, all permits, approvals, licenses, development rights and air rights appurtenant to, or issued in connection with the Property (“Development Rights”); (g) to the extent assignable, construction, management, leasing, maintenance, utility and other contracts relating to the operation or maintenance of the Premises, or portions thereof (herein collectively, the “Service Contracts”) which Purchaser expressly elects in writing to assume and which Seller elects not to terminate on or prior to the Closing Date; and (h) to the extent assignable, building, construction, roofing, heating, ventilation, air conditioning and other warranties, guaranties, indemnities and bonds relating to the Property and not owned by the Space TenantsPersonal Property (herein collectively, if any, but no part of the Purchase Price shall be deemed to be paid for such fixtures, equipment or personal property“Warranties and Guaranties”); (v) the Space Leases and the security deposits listed on Schedule C annexed hereto; (vi) all plans and specifications for improvements to the Property in the possession of Seller and any contracts, warranties and guarantees, if any, with regard to the foregoing; and (vii) any mineral rights, waters, water courses and hereditaments belonging to the Property and owned by Seller ((ia) through (viig) being herein referred to collectively as the "“Premises"”). With respect to the items listed in clauses (d), (f), (g) and (h) above, Seller shall be entitled to retain copies of the same and shall continue to have the non-exclusive benefit of any rights to indemnity or defense provided under the items listed in clause (g) above. With respect to the Development Rights, to the extent a particular Development Right relates to the Property and the Option Property, then following Closing, Seller and Purchaser shall cooperate with the other to maintain in effect such Development Rights, which agreement to cooperate shall be more particularly described in the Condominium Documents.

Subject of Sale. (a) Seller agrees to sell and convey to Purchaser the Premises sell, and Purchaser agrees to purchase from Seller purchase, the Premises subject to following upon the terms and conditions contained set forth herein: (a) Fee simple interest (subject to the provisions of Article 3 hereof) in this Contractthose certain plots, pieces or parcels of land described on Schedules A-1 and A-2, annexed hereto and made a part hereof, in each case together with the improvements erected thereon, which plots, pieces or parcels of land and the improvements erected thereon are herein referred to, collectively, as the "Premises" and from time to time as the "Properties" or, individually, as a "Property" or as described by name, as "245 Fifth Avenue" and "261 Fifth Avenue" on Schedules A-1 and A-2. (b) This sale includes any All right, title and interest of Seller Seller, if any, in and to: to (i) the Property (and any other property adjacent thereto owned by Seller); (ii) any land lying in the bed of any streetstreets, road roads or avenue avenues opened or proposed, public or private, in front of or adjoining the PropertyPremises, to the center line thereof, (ii) all strips, gores, easements, rights of way, air space or development rights, reservations, privileges, appurtenances and all right, title other rights pertaining to Seller's interest in the Premises and interest of Seller in and to any award made or to be made in lieu thereof and in and to (iii) any unpaid award awards for any taking by condemnation or any damage to the Property Premises by reason of a change of grade of any street; and streets or highways. Upon the Closing (as hereinafter defined), Seller will shall execute and deliver to the Purchaser at the Closing, or thereafter, on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award; awards. (iiic) trade namesAll right, easements, permits, licenses title and utility agreements, and other appurtenances appurtenant to the Propertyinterest of Seller, if any; (iv) , in and to the fixtures, equipment and other personal property attached to and or appurtenant to the Property Premises and not owned by the Space Tenants, if anySeller, but no part of the "Purchase Price Price" (as hereinafter defined) shall be deemed to be paid for such fixtures, equipment or personal property; (v) the Space Leases and the security deposits listed on Schedule C annexed hereto; (vi) all plans and specifications for improvements to the Property in the possession of Seller and any contracts, warranties and guarantees, if any, with regard to the foregoing; and (vii) any mineral rights, waters, water courses and hereditaments belonging to the Property and owned by Seller ((i) through (vii) being referred to collectively as the "Premises").

Subject of Sale. (a) Seller agrees to sell and convey to Purchaser the Premises and Purchaser agrees to purchase from Seller the Premises subject to upon the terms and conditions contained in this Contract.set forth herein the following (collectively, the "Property"): (a) That certain parcel of land described on Schedule A annexed hereto and made a part hereof, together with the building and improvements erected thereon, which parcel of land and the building and improvements erected thereon are hereinafter called the "Premises"; (b) This sale includes any All right, title and interest of Seller Seller, if any, in and to: to (i) the Property (and any other property adjacent thereto owned by Seller); (ii) any land lying in the bed of any streetstreets, road roads or avenue avenues opened or proposed, in front of or adjoining the PropertyPremises, to the center line thereof, (ii) all strips, gores, easements, rights of way, air space or development rights, reservations, privileges, appurtenances and all right, title other rights pertaining to the Premises and interest (iii) any awards or proceeds unpaid as of Seller in and to the date hereof for any award made taking by condemnation or to be made in lieu thereof and in and to any unpaid award for damage to the Property Premises by reason of a change of grade of any street; and streets or highways. Upon the Closing (as hereinafter defined), Seller will shall execute and deliver to the Purchaser at the Closing, or thereafter, on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award; awards and proceeds; (iiic) trade namesAll right, easements, permits, licenses title and utility agreements, and other appurtenances appurtenant to the Propertyinterest of Seller, if any; (iv) , in and to fixtures, equipment machinery, equipment, furnishings, appliances, supplies, operational books and records, tenant files and tenant correspondence pertaining to the Premises and located at the Premises or otherwise in Seller's possession and control, and other personal property attached to and or appurtenant to the Property and not owned by Premises or used principally in connection with the Space Tenants, if anyoperation or maintenance of the Premises (the "Personalty"), but no part of the "Purchase Price Price" (as hereinafter defined) shall be deemed to be paid for such fixtures, equipment or personal property; Personalty; (vd) The Service Contracts (as hereinafter defined) which are designated by Purchaser to remain in effect after the Closing pursuant to Section 5(c) below; (e) The Space Leases (as hereinafter defined) and the security deposits listed on Schedule C annexed heretoSecurity Deposits (as hereinafter defined); and (vif) all plans Any other interest of Seller in and specifications for improvements to the Property in the possession Premises or pertaining thereto, including without limitation, all of Seller Seller's right, title and any contracts, warranties and guaranteesinterest, if any, with regard in and to the foregoing; and following (vii) any mineral rightscollectively, waters, water courses and hereditaments belonging to the Property and owned by Seller ("Other Interests"): (i) through Any name, trade name, trademark, service xxxx or logo (viiand all goodwill associated therewith) being referred by which the Premises or any part thereof may be known or which may be used in connection with the Premises and all other fictitious names used on the date hereof or which Seller has the right to collectively use in connection with the ownership, use, occupancy or operation of the Premises (collectively, "Names") together with all registrations, if any, for such Names; (ii) Any, bond, guaranty, warranty or repair agreements now existing and outstanding concerning the Premises or any part thereof, including without limitation, any bond, guaranty or warranty (including, any fidelity bonds) relating to construction, use, maintenance, occupancy or operation of the Premises and the Personalty, subject to any limitation contained in each such bond, guaranty and warranty; (iii) Any licenses, permits, franchises, approvals and certificates of governmental authorities relating to the ownership, use, maintenance, occupying or operation of any part of the Premises; (iv) Any surveys of, and plans and specifications relating to, the Premises; (v) Any awards unpaid as of the "Premises")date hereof for any taking by condemnation and not used or applied by Seller to the restoration of the Premises in accordance with this Contract; and (vi) Any proceeds unpaid as of the date hereof for any damage to the Premises by reason of fire or other casualty and not used or applied by Seller to the restoration of the Premises in accordance with this Contract.

Subject of Sale. (a) Seller agrees Section 1.01. Subject to sell and convey to Purchaser the Premises and Purchaser agrees to purchase from Seller the Premises subject to in accordance with the terms and conditions contained in of this Contract. (b) This sale includes any Agreement, the Seller shall transfer and convey to Purchaser, all of the Seller's right, title and interest of Seller in and to: to the following: (a) (i) those certain parcels of real property situate, lying and being in the Property State of Arizona and being more particularly described on EXHIBIT A attached hereto (the "LAND"), and any other property adjacent thereto owned by Seller); (ii) any land all of the improvements located on the Land ( the "IMPROVEMENTS"); (b) all rights, privileges, grants and easements appurtenant to the Seller's interest in the Land and Improvements, including, without limitation, all of the Seller's right, title and interest in and to the Land lying in the bed of any public street, road or avenue opened alley, all mineral and water rights and all easements, licenses, covenants and rights-of-way or proposedother 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) the fixtures, machinery, equipment, and other items of personal property owned by the Seller, set forth on Schedule 1 attached hereto and made a part hereof (the "PERSONAL PROPERTY"), and used in front connection with the ownership or operation of or adjoining the Real Property; (d) that certain lease, dated as of June 25, 1999, by and between Seller and Blue Cross and Blue Shield of Arizona 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 ("the LEASE") a copy of which is attached hereto as EXHIBIT B, and rents, additional rents, reimbursements, profits, income, receipts and the amount deposited (the "SECURITY DEPOSIT") under the Lease in the nature of security for the performance of any Tenant's obligations thereunder; (e) the right to use any names by which any of the Real Property is commonly known and all goodwill, if any, related to said names; (f) all governmental permits, licenses, approvals, and certificates relating to the center line thereofReal Property and the Personal Property (collectively, the "PERMITS AND LICENSES") and all of the Seller's right, title and interest of Seller in and to any award (i) those contracts (including, without limitation, management contracts) and agreements for the servicing, maintenance, repair and operation of the Real Property (the "SERVICE CONTRACTS") and (ii) the brokerage agreements listed on Schedule 2 attached hereto and made or to be made in lieu thereof and in and to any unpaid award for damage a part hereof (the "BROKERAGE AGREEMENTS") relating to the Property by reason of change of grade of any street; Lease; (g) all books, records, promotional material, tenant data, past and Seller will execute current rent rolls, market studies, keys, plans and deliver to the Purchaser at the Closingspecifications, or thereafter, on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award; (iii) trade names, easements, permits, licenses and utility agreements, and other appurtenances appurtenant to the Property, if any; (iv) fixtures, equipment and other personal property attached to and appurtenant to the Property and not owned by the Space TenantsSeller (other than the general ledger account of the Seller) and which are used in connection with the use and operation of the Real Property or Personal Property (collectively, the "BOOKS AND RECORDS"); and (h) all other rights, privileges, and appurtenances owned by the Seller, if any, but no part and directly related to the ownership, use or operation of the Purchase Price shall be deemed to be paid for such fixturesReal Property or Personal Property, equipment or personal property; (v) the Space Leases and the security deposits listed on Schedule C annexed hereto; (vi) all plans and specifications for improvements including, without limitation, any real estate tax refunds relating to the Property in Property. The Real Property, the possession of Seller Personal Property, the Leases, the Security Deposits, the Permits and any contractsLicenses, warranties the Service Contracts, the Brokerage Agreements, the Books and guaranteesRecords, if any, with regard to the foregoing; and (vii) any mineral rights, waters, water courses and hereditaments belonging to the Property and owned by Seller ((i) through (vii) all other property interests relating or appurtenant thereto being conveyed hereunder are hereinafter collectively referred to collectively as the "PremisesPROPERTY" or the ")PROPERTIES".

Subject of Sale. (a) Section 1.01. Subject to and in accordance with the terms and conditions of this Agreement, Seller agrees to sell shall sell, assign, and convey to Purchaser the Premises and Purchaser agrees to purchase from Seller the Premises subject to the terms and conditions contained in this Contract. (b) This sale includes any all of Seller’s right, title and interest of Seller in in, to, and to: under the following: (a) (i) that certain parcel of real property situate, lying, and being in the Property Town of Babylon, County of Suffolk, State of New York, and located at 00 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxx Xxxx, as more particularly described on Schedule 1 attached hereto (the “Land”), and any other property adjacent thereto owned by Seller); (ii) any all of the improvements located on the Land (individually, a “Building” and, collectively, the “Improvements”); (b) all rights, privileges, grants and easements appurtenant to the Land and the Improvements, including, without limitation, all of Seller’s right, title and interest in and to the land lying in the bed of any public street, road or avenue opened alley, all mineral and water rights, and all easements, licenses, covenants and rights-of-way or proposedother appurtenances used in connection with the beneficial use and enjoyment of the Land and the Improvements (the Land and the Improvements, and all such rights, privileges, easements, grants and appurtenances are sometimes referred to herein collectively as the “Real Property”); (c) the fixtures, machinery, equipment, and other items of personal property owned by Seller and located upon, and used in connection with the ownership or operation of, the Real Property (collectively, the “Personal Property”)(for the avoidance of doubt, Personal Property does not include warehouse racking, temporary dividers, or other property owned by the Tenant); (d) all leases, licenses and other agreements (other than subleases or sublicenses) with respect to the use and occupancy of the Real Property, if any, together with all amendments and modifications thereto and any guaranties provided thereunder, in front effect as of or adjoining the PropertyClosing Date (individually, a “Lease” and, collectively, the “Leases”), and the amounts deposited under any such Leases in the nature of security for the performance of any Tenant’s (as hereinafter defined) obligations thereunder (individually, a “Security Deposit” and, collectively, the “Security Deposits”); (e) all governmental permits, licenses, approvals and certificates, to the center line thereofextent transferable, relating to the Real Property and the Personal Property (collectively, the “Permits and Licenses”), and all of Seller’s right, title and interest of Seller in and to those contracts set forth on Exhibit F, or any award made contracts executed after the date hereof in accordance with the terms hereof, with respect to the servicing, maintenance, repair, management, leasing or operation of the Real Property, to be made the extent same remain in lieu thereof effect on the Closing Date (individually, a “Service Contract” and, collectively, the “Service Contracts”) and in and subject to the provisions of Section 14.01 hereof, any brokerage agreements relating to any unpaid award for damage Leases in effect as of the Closing Date (collectively, the “Leasing Brokerage Agreements”); (f) all guaranties and warranties, to the Property extent transferable, owned by reason of change of grade of Seller and received in connection with any street; and Seller will execute and deliver construction, repair or maintenance services performed with respect to the Purchaser at Real Property or Personal Property (collectively, the Closing“Warranties”); and (g) all other rights, or thereafter, on demand, all proper instruments for the conveyance of such title privileges and the assignment and collection of any such award; (iii) trade names, easements, permits, licenses and utility agreements, and other appurtenances appurtenant to the Property, if any; (iv) fixtures, equipment and other personal property attached to and appurtenant to the Property and not owned by the Space TenantsSeller, if any, to the extent transferable and directly related to the ownership, use or operation of the Real Property or Personal Property, including, without limitation but subject to the terms and conditions of Section 25 of this Agreement, any real estate tax refunds relating to the Property (collectively, the “Intangible Rights”); provided, however, that it is hereby acknowledged by the parties that Seller shall not convey to Purchaser claims relating to any real property tax refunds or rebates for periods accruing prior to the Closing, existing insurance claims and any existing claims against previous tenants of the Real Property and/or against guarantors of any prior leases for space at the Real Property, all of which claims are hereby expressly reserved by Seller. The Real Property and, to the extent applicable, the Personal Property, the Leases, the Security Deposits, the Permits and Licenses, the Service Contracts, the Leasing Brokerage Agreements, Warranties, the Intangible Rights and all other property interests described in this Section 1 being conveyed hereunder, are hereinafter collectively referred to as the “Property”. Section 1.02. Notwithstanding anything to the contrary contained herein, it is expressly agreed by the parties hereto that any fixtures, furniture, furnishings, equipment or other personal property (including, without limitation, trade fixtures in, on, around or affixed to the Building) owned or leased by any agent, employee or contractor of Seller or any affiliate of Seller or by any Tenant or any person or entity claiming through or under any such Tenant (collectively, the “Excluded Property”) is not included in the Property to be sold to Purchaser hereunder. Section 1.03. The parties hereto acknowledge and agree that the value of the Personal Property is de minimis and no part of the Purchase Price shall be deemed to be paid for such fixtures, equipment or personal property; (v) the Space Leases and the security deposits listed on Schedule C annexed hereto; (vi) all plans and specifications for improvements to the Property in the possession of Seller and any contracts, warranties and guarantees, if any, with regard to the foregoing; and (vii) any mineral rights, waters, water courses and hereditaments belonging to the Property and owned by Seller ((i) through (vii) being referred to collectively as the "Premises")is allocable thereto.

Subject of Sale. (a) Upon and subject to the terms and conditions herein contained, Seller agrees to sell and convey to Purchaser the Premises Buyer, and Purchaser Buyer agrees to purchase from Seller, free and clear of all liens and encumbrances other than the Permitted Encumbrances (as hereinafter defined) (a) that certain parcel of land described in Schedule 0 xxxxxxx xxxxxx (xxx "Xxxx"), (x) the buildings and other improvements located on the Land (the "Building"), and (c) all of the other tangible and intangible property owned by Seller in, on, attached to, appurtenant to, or used in the Premises subject operation or maintenance of the Land or the Building, including, without limitation, the following (all of such tangible and intangible property, together with the Land and the Building, being herein collectively called the "Property"): (i) all leases of space in the Building (the "Leases") as listed and described in Schedule 2 annexed hereto, together with all Leases entered into by Seller after the date hereof in accordance with the provisions of subparagraph 8.1 hereof; (ii) all deposits and advance payments made by tenants (the "Tenants") under the Leases; (iii) all transferable licenses, permits, certificates (including, without limitation, certificates of occupancy), approvals, authorizations, variances and consents (collectively, the "Permits") issued or granted by governmental and quasi-governmental bodies, officers and authorities in respect of the ownership, occupancy, use and operation of the Property; (iv) all architectural, mechanical, engineering and other plans, specifications and surveys relating to the terms Property and conditions contained in this Contract. Seller's possession, custody or control (bthe "Plans"); (v) This sale includes any Seller's right, title and interest in and to, and all deposits made under, all service, utility, brokerage, maintenance and other contracts and agreements (collectively, the "Service Contracts") affecting the Property; (vi) all right, title and interest of Seller Seller, if any, in and to: (i) the Property (and any other property adjacent thereto owned by Seller); (ii) to any land lying in the bed of any street, road or avenue opened or proposed, in front of or adjoining the PropertyLand, to the center line thereof, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for any taking by condemnation or any damage to the Property by reason of a change of grade of any street, road or avenue; and upon the Closing (as hereinafter defined), or thereafter on demand, Seller will shall execute and deliver to the Purchaser at the Closing, or thereafter, on demand, Buyer all proper instruments for the conveyance of such title and the assignment and collection of any such award, and the provisions of this subparagraph l(vi) shall survive the Closing; (iiivii) trade namesall right, easementstitle and interest of Seller in and to all warranties, permitsguaranties, licenses contract rights and utility agreements, and other appurtenances appurtenant to the Propertymiscellaneous rights (all, if any; (iv) fixtures, equipment and other personal property attached to and appurtenant with respect to the Property (the "Warranties"); (viii) all supplies, machinery, tools, equipment, furniture, fixtures and not other tangible property in, on, attached to, appurtenant to, or used in the operation or maintenance of the Land or the Building and owned by Seller (the Space Tenants"Personal Property"); (ix) Seller's rights under the contracts identified on Schedule 3 annexed hereto; (x) all right, title and interest of Seller, if any, but no in and to (A) any strips and gores adjacent to or abutting the Land or any part thereof, and (B) any rights, easements and appurtenances pertaining to the Land or the Building or any part thereof; (xi) to the extent assignable, all trade names and general intangibles used in connection with the ownership and operation of the Purchase Price shall be deemed Property or any part thereof, including, without limitation, all rights of Seller to be paid for such fixtures, equipment or personal propertyuse the name "Greenbrook Corporate Center" and the like (the "General Intangibles"); (vxii) subject to the Space Leases and provisions of Paragraph 10 below, any insurance proceeds that are payable after the security deposits listed date of this Agreement on Schedule C annexed hereto; (vi) all plans and specifications for improvements account of any damage to the Property in that results from fire or other casualty that occurs after the possession date of Seller and any contracts, warranties and guaranteesthis Agreement; (xiii) all development rights, if any, with regard respect to the foregoingProperty; and (viixiv) any mineral rightsall rights of Seller under that certain exclusive access easement for ingress and egress as described in Deed Book 4929, watersPage 156, water courses and hereditaments belonging to the Property and owned by Seller ((i) through (vii) being referred to collectively as the "Premises")Fairfield County, New Jersey.

Subject of Sale. (a) Section 1.01. Subject to and in accordance with the terms and conditions of this Agreement, Seller agrees to sell shall sell, assign, and convey to Purchaser all of Seller’s leasehold right, title and interest in, to, and under the Premises following, under the XXX Lease: (a) (i) that certain parcel of real property situate, lying, and being in the Town of Smithtown, County of Suffolk, State of New York, and located at 00 Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx, as more particularly described on Schedule 1 attached hereto (the “Land”), and (ii) all of the improvements located on the Land (individually, a “Building” and, collectively, the “Improvements”); (b) all rights, privileges, grants and easements appurtenant to the Land and the Improvements, including, without limitation, all of Seller’s right, title, and interest in and to the 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 the Improvements (the Land and the Improvements, and all such rights, privileges, easements, grants and appurtenances are sometimes referred to herein collectively as the “Real Property”); (c) intentionally omitted; (d) all leases, licenses and other agreements (other than subleases or sublicenses) with respect to the use and occupancy of the Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder, in effect as of the Closing Date (individually, a “Lease” and, collectively, the “Leases”); (e) all governmental permits, licenses, approvals, and certificates, to the extent transferable, relating to the Real Property (collectively, the “Permits and Licenses”), and all of Seller’s right, title and interest in and to those contracts set forth on Exhibit F with respect to the servicing, maintenance, repair, management, leasing or operation of the Real Property, in effect on the Closing Date to the extent Purchaser agrees hasn’t elected for Seller to purchase from terminate same (individually, a “Service Contract” and, collectively, the “Service Contracts”); (f) all guaranties and warranties, to the extent transferable, owned by Seller received in connection with any construction, repair or maintenance services performed with respect to the Premises Real Property (collectively, the “Warranties”); and (g) all other rights, privileges, and appurtenances owned by Seller, if any, to the extent transferable and directly related to the leasehold ownership, use or operation of the Real Property, including, without limitation but subject to the terms and conditions contained in of Section 25 of this Contract. (b) This sale includes Agreement, any right, title and interest of Seller in and to: (i) real estate tax refunds relating to the Property (collectively, the “Intangible Rights”). The Real Property, the Leases, the Permits and any Licenses, the Service Contracts, the Warranties, the Intangible Rights and all other property adjacent thereto owned by Seller); (ii) any land lying interests described in this Section 1 being conveyed hereunder are hereinafter collectively referred to as the bed of any street, road or avenue opened or proposed, in front of or adjoining the “Property, ”. Section 1.02. Notwithstanding anything to the center line thereofcontrary contained herein, and all right, title and interest of Seller in and to it is expressly agreed by the parties hereto that any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street; and Seller will execute and deliver to the Purchaser at the Closing, or thereafter, on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award; (iii) trade names, easements, permits, licenses and utility agreements, and other appurtenances appurtenant to the Property, if any; (iv) fixtures, furniture, furnishings, equipment and or other personal property attached to and appurtenant (including, without limitation, trade fixtures in, on, around or affixed to the Building) owned or leased by any Tenant, contractor or employee at the Building (collectively, the “Excluded Property,” as more fully set forth on the annexed Schedule 4) is not included in the Property to be sold to Purchaser hereunder. Section 1.03. The parties hereto acknowledge and not owned by the Space Tenants, if any, but agree that no part of the Purchase Price is allocable to Personal Property (as defined herein). Although it is not anticipated that any sales tax shall be deemed due and payable, Purchaser agrees that Purchaser shall pay any and all sales and/or compensating use taxes imposed upon by or due to be paid for the state or town in which the Property is located in connection with the transactions contemplated hereunder. Purchaser shall file all necessary tax returns with respect to all such fixturestaxes and, equipment or personal property; to the extent required by applicable law, Seller will join in the execution of any such tax returns. Section 1.04. The parties hereto agree that they will endeavor to timely obtain Agency consent to the transactions contemplated herein (v) including both the Space Leases assignment and assumption of the XXX Lease and the security deposits listed on Schedule C annexed hereto; (vi) Purchase Money Financing), and will each cooperate with requests made by the Agency in connection therewith. In the event the Agency denies its consent of the transactions contemplated herein, the parties shall jointly direct the Escrow Agent to deliver the Downpayment to Purchaser, whereupon Escrow Agent shall deliver the Downpayment to Purchaser and this Agreement shall terminate and be of no further force or effect and the parties hereto shall be released from all plans obligations and specifications for improvements liabilities hereunder except those that expressly survive the termination of this Agreement. Notwithstanding anything to the Property contrary contained herein, in the possession event the Agency notifies Seller and/or Purchaser that it will not continue the XXX Benefits to Seller, as occupant of the Property, then Seller may terminate this Agreement on written notice to Purchaser and any contractsEscrow Agent, warranties whereupon Escrow Agent shall deliver the Downpayment to Purchaser and guarantees, if any, with regard to this Agreement shall terminate and be of no further force or effect and the foregoing; parties hereto shall be released from all obligations and (vii) any mineral rights, waters, water courses and hereditaments belonging to liabilities hereunder except those that expressly survive the Property and owned by Seller ((i) through (vii) being referred to collectively as the "Premises")termination of this Agreement.

Subject of Sale. (a) 2.1 Seller agrees to sell and convey to Purchaser the Premises and Purchaser agrees to purchase from Seller the Premises subject to the terms and conditions contained in this Contract. (b) 2.2 This sale includes any all of the following: (a) the Property and all right, title and interest interest, if any, of Seller in and to: (i) the Property (and any other property adjacent thereto owned by Seller); (ii) any land lying in the bed of any street, road or avenue opened or proposed, in front of or adjoining adjacent to the Property, to the center line thereof, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street; and Seller will execute and deliver to the Purchaser at the Closing, or thereafter, on demand, all proper instruments for the conveyance of to such title and the assignment and collection of any such awardtitle; (iii) trade names, easements, permits, licenses and utility agreements, and other appurtenances appurtenant to the Property, if any; (ivii) fixtures, equipment and other personal property attached to and appurtenant to or beneath the Property (including without limitation underground or above ground storage tanks, if any) and not owned by the Space TenantsTenants or a governmental entity, if any, but no part of the Purchase Price shall be deemed to be paid for such fixtures, equipment or personal property; (iii) rights of way, appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Property and used in connection therewith; (iv) to the extent assignable and transferable at no cost or liability to Seller and not otherwise proprietary, the trademark, service mxxx, trade name and name “The Centrum” and all other trademarks, services marks, trade names, names and logos used exclusively in connection with the advertising and promotion of the Property or otherwise exclusively relating to the Property, and any variations thereof, together with all good will of the business connected with the use of and symbolized by such trademarks, service marks, trade names, names and logos, any telephone numbers and listings for the Property and any copyrights, trade secrets, intellectual property and other intangible property relating to the Property; (v) to the Space Leases extent assignable and transferable at no cost or liability to Seller and not otherwise proprietary, all operating and reciprocal easement agreements directly affecting the security deposits listed on Schedule C annexed heretoProperty (the “REAs”); (vi) to the extent assignable and transferable at no cost or liability to Seller and not otherwise proprietary, all plans and specifications and other architectural and engineering drawings for improvements to the Property in the possession of Seller and any contracts, warranties and guarantees, if any, with regard to the foregoingProperty; and (vii) any mineral rights, waters, water courses and hereditaments belonging to the Property extent assignable and owned by transferable at no cost or liability to Seller and without consent, all consents, authorizations, variances or waivers, licenses, permits, approvals and land use entitlements from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the Property; and (b) the interest of landlord in the Space Leases ((ia) through (viib) being herein referred to collectively as the "“Premises"”).

Subject of Sale. (a) Seller agrees to sell and convey to Purchaser the Premises and Purchaser agrees to purchase from Seller the Premises subject to the terms and conditions contained in this Contract. (b) This sale includes any right, title title, and interest of Seller in and to: (i) the Property (and any other property adjacent thereto owned by Seller)Property; (ii) any land lying in the bed of any street, road or avenue opened or proposed, proposed in front of or adjoining of the Property, to the center line thereof, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street; and Seller will execute and deliver to the Purchaser at the Closing, or thereafter, on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award; (iii) trade names, easements, permits, licenses and utility agreements, and other appurtenances agreements appurtenant to the Property, if any; (iv) fixtures, equipment and other personal property attached to and appurtenant to the Property and not owned by the Space Tenants, if any, but no part of the Purchase Price shall be deemed to be paid for such fixtures, equipment or personal property; and (v) the Space Leases and the security deposits listed on Schedule Exhibit C annexed hereto; (vi) all plans and specifications for improvements to the Property in the possession of Seller and any contracts, warranties and guarantees, if any, with regard to the foregoing; and (vii) any mineral rights, waters, water courses and hereditaments belonging to the Property and owned by Seller (hereto [(i) through (viiv) being referred to collectively as the "Premises")]. The Premises shall not include, however, either of those certain outparcels adjacent to the Premises described in Exhibit A-1, attached hereto and made a part hereof (the "Outparcels") which Outparcels shall be retained by Seller.