Common use of Subject Property Clause in Contracts

Subject Property. Subject to and in accordance with the terms and conditions of this Agreement, Kentro shall purchase and the City shall sell the Real Property together with City's interest, if any, in: (a) all easements and vacated roads and private alleys appurtenant to the Real Property; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of City's right, title and interest in and to all existing utility taps, licenses, permits, contract rights, and warranties and guarantees associated with the Real Property; (e) all water rights and conditional water rights that are appurtenant to or that have been used or are intended for use in connection with the Real Property, (f) any ditch, well, pipeline, channel, spring, reservoir or storage rights located on the Real Property, whether or not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) all rights with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used in connection with the Real Property), and (i) any decreed or pending plan of augmentation or water exchange plan for the Real Property (collectively, the "Property"). The Real Property and the items described in subparagraphs (a) and (b) will be conveyed by quitclaim deed in the form attached hereto as Exhibit 2 and incorporated herein by this reference, (the "Deed"). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "Bill of Sale"). The items described in subparagraph (d) will be conveyed by assignment, without warranty or representation of any kind, in the form attached hereto as Exhibit 4 and incorporated herein by this reference, (the "Assignment"). The items in subparagraph (e), (f), (g), (h), and (i) will be conveyed by Bargain and Sale Deed in the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "Bargain and Sale Deed"). Xxxxxx agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Property at Closing.

Subject Property. (a) Each of the representations and warranties made by the Borrower in any Security Document with respect to the Subject Property is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 6.1 of this Agreement, the Subject Property is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Borrower has obtained and will maintain through the Maturity Date the insurance prescribed in Section 6.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) Neither the construction of the Improvements nor the use of the Subject Property when completed as an office and laboratory research facility and the contemplated accessory uses will materially violate (i) any Applicable Laws, or (ii) any building permits, restrictions of record, or agreements affecting the Subject Property or any part thereof. Without limiting the foregoing, all consents, licenses and permits and all other material authorizations or approvals (collectively, “Governmental Approvals”) required for the current state of Construction in accordance with the terms Plans and conditions of this Agreement, Kentro shall purchase and the City shall sell the Real Property together with City's interest, if any, in: (a) all easements and vacated roads and private alleys appurtenant Specifications have been obtained or will be obtained prior to the Real Property; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of City's right, title and interest in and to all existing utility taps, licenses, permits, contract rightsClosing Date, and warranties all Applicable Laws relating to the Construction and guarantees associated operation of the Improvements have been complied with and all material permits and licenses required for the operation of the Subject Property which cannot be obtained until such Construction is completed can be obtained if the Improvements are completed in accordance with the Real Property; Plans and Specifications. (e) all water rights The Subject Property will have adequate water, gas and conditional water rights that are appurtenant electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between the Subject Property and public highways; none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any Applicable Laws. (f) All public roads and streets necessary for service of and access to the Subject Property for the current or that contemplated use thereof have been used or completed, and are intended open for use in connection with by the Real public. (g) To the Borrower’s knowledge, (i) no condemnation of any portion of the Subject Property, (fii) no condemnation or relocation of any ditchroadways abutting the Subject Property, welland (iii) no proceeding to deny access to the Subject Property from any point or planned point of access to the Subject Property, pipelinehas commenced or is contemplated by any Governmental Authority. (h) The amounts set forth in the Budget present a full and complete itemization by category of all costs, channelexpenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay to complete the Construction and operate the Subject Property (until the Subject Property achieves breakeven operations). Borrower is unaware of any other such costs, springexpenses or fees which are material and are not covered by the Budget. (i) Borrower has not made any material contract or arrangement, reservoir the performance of which by the other party thereto could give rise to a lien on the Subject Property or storage rights any portion thereof, except for the Permitted Exceptions, the Leases and its agreements with the General Contractor, the Architect, certain consultancy agreements and their agreements with various subcontractors and material suppliers, all of which have been disclosed in writing to the Administrative Agent or are set forth in the Budget. (j) The Subject Property is taxed separately without regard to any other property and for all purposes the Subject Property may be mortgaged and conveyed as an independent parcel. (k) Borrower has not entered into any Leases, subleases or other arrangements for occupancy of space within the Subject Property other than as delivered to Administrative Agent. True, correct and complete copies of all Leases, as amended, have been delivered to Administrative Agent and constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms. All Leases are in full force and effect. Borrower is not in default under any Lease and Borrower has disclosed to Lenders in writing any material default, of which Borrower has knowledge, by the tenant under any Lease. (l) When the Construction is completed in accordance with the Plans and Specifications, no building or other improvement will encroach upon any property line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which Borrower is aware or has reason to believe may exist) with respect to the Subject Property. (m) To the Borrower’s knowledge, there are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (n) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 6.1 hereof, Borrower is not aware of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value of the Subject Property. The Subject Property is free from damage caused by fire or other casualty. (o) To Borrower’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 7.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Real PropertySubject Property are in a good and safe condition and repair and to Borrower’s knowledge, whether or not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) in material compliance with all rights Applicable Laws with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used in connection with the Real Property), and (i) any decreed or pending plan of augmentation or water exchange plan for the Real Property (collectively, the "Property"). The Real Property and the items described in subparagraphs (a) and (b) will be conveyed by quitclaim deed in the form attached hereto as Exhibit 2 and incorporated herein by this reference, (the "Deed"). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "Bill of Sale"). The items described in subparagraph (d) will be conveyed by assignment, without warranty or representation of any kind, in the form attached hereto as Exhibit 4 and incorporated herein by this reference, (the "Assignment"). The items in subparagraph (e), (f), (g), (h), and (i) will be conveyed by Bargain and Sale Deed in the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "Bargain and Sale Deed"). Xxxxxx agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Property at Closingsuch systems.

Subject Property. (a) Each of the representations and warranties made by the Borrower in any Security Document with respect to the Subject Property is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 6.1 of this Agreement, the Subject Property is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Borrower has obtained and will maintain through the Maturity Date the insurance prescribed in Section 6.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) Neither the construction of the Improvements nor the use of the Subject Property when completed as an office and laboratory research facility and the contemplated accessory uses will materially violate (i) any Applicable Laws, or (ii) any building permits, restrictions of record, or agreements affecting the Subject Property or any part thereof. Without limiting the foregoing, all consents, licenses and permits and all other material authorizations or approvals (collectively, “Governmental Approvals”) required for the current state of Construction in accordance with the terms Plans and conditions of this Agreement, Kentro shall purchase and the City shall sell the Real Property together with City's interest, if any, in: (a) all easements and vacated roads and private alleys appurtenant Specifications have been obtained or will be obtained prior to the Real Property; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of City's right, title and interest in and to all existing utility taps, licenses, permits, contract rightsClosing Date, and warranties all Applicable Laws relating to the Construction and guarantees associated operation of the Improvements have been complied with and all material permits and licenses required for the operation of the Subject Property which cannot be obtained until such Construction is completed can be obtained if the Improvements are completed in accordance with the Real Property; Plans and Specifications. (e) all water rights The Subject Property will have adequate water, gas and conditional water rights that are appurtenant electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between the Subject Property and public highways; none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any applicable Laws. (f) All public roads and streets necessary for service of and access to the Subject Property for the current or that contemplated use thereof have been used or completed, and are intended open for use in connection with by the Real public. (g) To the Borrower’s knowledge, (i) no condemnation of any portion of the Subject Property, (fii) no condemnation or relocation of any ditchroadways abutting the Subject Property, welland (iii) no proceeding to deny access to the Subject Property from any point or planned point of access to the Subject Property, pipelinehas commenced or is contemplated by any Governmental Authority. (h) The amounts set forth in the Budget present a full and complete itemization by category of all costs, channelexpenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay to complete the Construction and operate the Subject Property (until the Subject Property achieves breakeven operations). Borrower is unaware of any other such costs, springexpenses or fees which are material and are not covered by the Budget. (i) Borrower has not made any material contract or arrangement, reservoir the performance of which by the other party thereto could give rise to a lien on the Subject Property or storage rights any portion thereof, except for the Permitted Exceptions, the Leases and its agreements with the General Contractor, the Architect, certain consultancy agreements and their agreements with various subcontractors and material suppliers, all of which have been disclosed in writing to the Administrative Agent or are set forth in the Budget. (j) The Subject Property is taxed separately without regard to any other property and for all purposes the Subject Property may be mortgaged and conveyed as an independent parcel. (k) Borrower has not entered into any Leases, subleases or other arrangements for occupancy of space within the Subject Property other than as delivered to Administrative Agent. True, correct and complete copies of all Leases, as amended, have been delivered to Administrative Agent and constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms. All Leases are in full force and effect. Borrower is not in default under any Lease and Borrower has disclosed to Lenders in writing any material default, of which Borrower has knowledge, by the tenant under any Lease. (l) When the Construction is completed in accordance with the Plans and Specifications, no building or other improvement will encroach upon any property line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which Borrower is aware or has reason to believe may exist) with respect to the Subject Property. (m) To the Borrower’s knowledge, there are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (n) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 6.1 hereof, Borrower is not aware of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value of the Subject Property. The Subject Property is free from damage caused by fire or other casualty. (o) To Borrower’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 7.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Real PropertySubject Property are in a good and safe condition and repair and to Borrower’s knowledge, whether or not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) in material compliance with all rights applicable Laws with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used in connection with the Real Property), and (i) any decreed or pending plan of augmentation or water exchange plan for the Real Property (collectively, the "Property"). The Real Property and the items described in subparagraphs (a) and (b) will be conveyed by quitclaim deed in the form attached hereto as Exhibit 2 and incorporated herein by this reference, (the "Deed"). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "Bill of Sale"). The items described in subparagraph (d) will be conveyed by assignment, without warranty or representation of any kind, in the form attached hereto as Exhibit 4 and incorporated herein by this reference, (the "Assignment"). The items in subparagraph (e), (f), (g), (h), and (i) will be conveyed by Bargain and Sale Deed in the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "Bargain and Sale Deed"). Xxxxxx agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Property at Closingsuch systems.

Subject Property. Subject Upon and subject to and in accordance with the terms terms, covenants and conditions of this Agreementherein, Kentro shall purchase Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, the City shall sell the Real Property together with City's interest, if any, in: following items in subparagraphs (a) all easements through (f) (collectively, the “Subject Property”): (a) The approximately 18,500 square foot building and vacated roads interior leasehold fixtures/improvements situated on that tract or parcel of land having a street address of (*ADDRESS CONFIDENTIAL*) and private alleys appurtenant being more particularly described on the attached Exhibit “A” (but not the land thereunder) subject only to the Real Property; “Permitted Encumbrances” described on the attached Exhibit “B”; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of City's All right, title and interest of Seller in and to all existing utility tapsfixtures, licensesequipment, permitsfinishes, contract rightswindow treatments, carpets, safety equipment, and warranties and guarantees associated with the Real Property; (e) all water rights and conditional water rights that are appurtenant to or that have been used or are intended for use in connection with the Real Propertyother tangible items of personalty, (f) any ditch, well, pipeline, channel, spring, reservoir or storage rights located on the Real Property, whether or not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) all rights with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used in connection with the Real Property), and (i) any decreed or pending plan operation of augmentation or water exchange plan for the Real Subject Property (collectively, the "Property"“FFE”). The Real ; (c) All right, title and interest of Seller in and to (i) the security system, service, utility, and maintenance leases or contracts and other contracts, agreements and leases affecting the Subject Property to the extent said leases, contracts, and agreements are assignable by Seller and all deposits made pursuant thereto listed on Exhibit “C” (the items described in subparagraphs “Contracts”) (abut excluding the Ground Lease on the underlying Land which will be executed between some or all the parties hereto on the date of Closing hereof) and (bii) will the deposits and other payments previously made under the Contracts, together with the right to receive the same; all of the foregoing shall be conveyed paid in full by quitclaim deed in the form attached hereto Seller at closing or cancelled by Seller. Purchaser does not assume any obligations thereunder unless agreed to by Purchaser and except as disclosed on Exhibit 2 and incorporated herein by this reference, (the "Deed"). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "Bill of Sale"). The items described in subparagraph “B”; (d) All transferable consents, authorizations, variances, waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity of instrumentality in respect of the Subject Property, including, without limitation, those with respect to the foundation, roof and roof equipment use, utilities, building, fire, life, safety, traffic and zoning Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. (collectively, the “Approvals”) heretofore or hereafter held by or granted to Seller (but excluding the SOB license or (*NAME CONFIDENTIAL*) permits held by (*NAME CONFIDENTIAL*)); and (e) All that the owner has to the extent that it is available of the books, records, files, plans, specifications, surveys, environmental studies, roof equipment, maintenance records (for at least three (3) years), rental records, including delinquency reports, estoppel letters and engineering reports (collectively, the “Books”) of Seller in connection with the operation and maintenance of the Subject Property. (f) Notwithstanding anything above to the contrary, the “Subject Property” includes the former lease between Seller and (*NAME CONFIDENTIAL*) (which will be conveyed by assignment, without warranty or representation terminated upon Closing of any kind, in this transaction) but does not include the form attached hereto as Exhibit 4 lease being entered into on this date between Seller and incorporated herein by this reference, (Purchaser wherein Purchaser is leasing the "Assignment"). The items in subparagraph (e), (f), (g), (h), and (i) will be conveyed by Bargain and Sale Deed in underlying Land upon which the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "Bargain and Sale Deed"). Xxxxxx agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Subject Property at Closingis located.

Subject Property. Subject to and in accordance with the terms and conditions of this Agreement, Kentro the City shall purchase and the City Seller shall sell the Real Property together with City's Seller’s interest, if any, in: (a) all easements easements, rights of way and vacated roads roads, streets and private alleys appurtenant to the Real Property; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of City's Seller’s right, title and interest in and to all existing utility taps, licenses, permits, contract rights, and warranties and guarantees associated with the Real Property; (e) all water rights and conditional water rights that are appurtenant to or that have been used or are intended for use in connection with the Real Property, (f) any ditch, well, pipeline, channel, spring, reservoir or storage rights located on the Real Property, whether or not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) all rights with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used in connection with the Real Property), and (i) any decreed or pending plan of augmentation or water exchange plan for the Real Property (collectively, the "“Property"”). The Real Property and the items described in subparagraphs (a) and subparagraph (b) will be conveyed by quitclaim deed in the form attached hereto as Exhibit 2 and incorporated herein by this reference, (the "“Deed"”). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "“Bill of Sale"”). The items described in subparagraph (d) will be conveyed by assignment, without warranty or representation of any kind, in the form attached hereto as Exhibit 4 and incorporated herein by this reference, (the "“Assignment"”). The items in subparagraph (a), (e), (f), (g), (h), and and (i) will be conveyed by Bargain and Sale Deed in the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "“Bargain and Sale Deed"”). Xxxxxx The City agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Property at Closing.

Subject Property. (a) Each of the representations and warranties made by the Owner in any Security Document with respect to the Subject Property is true and correct in all material respects. (b) Except as disclosed on the survey provided to and in accordance with the terms and conditions Administrative Agent pursuant to Section 8.1 of this Agreement, Kentro shall purchase the Subject Property is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Owner has obtained and will maintain through the Maturity Date the insurance prescribed in Section 8.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the City shall sell present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) The Subject Property (other than the Real Future Development Land) is served by all utilities required for the current or contemplated use thereof. The Subject Property together with City's interest, if any, in: has accepted or is equipped to accept such utility service. (ae) all easements and vacated All public roads and private alleys appurtenant streets necessary for service of and access to the Real Subject Property (other than the Future Development Land) for the current or contemplated use thereof have been completed, and are open for use by the public. (f) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, Borrower is not aware of any material latent or patent structural or other significant deficiency of the Subject Property; . The Subject Property is free of damage and waste that would materially and adversely affect the value of the Subject Property, is in good repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. The Subject Property is free from damage caused by fire or other casualty. (bg) To Borrower’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, all buildings liquid and solid waste disposal, septic and sewer systems located on the Subject Property are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Real Property; (c) any fixtures, personal property Subject Property lie within the boundaries and equipment that remain on building restrictions of the Real Property at Closing; (d) all legal description of City's right, title and interest in and to all existing utility taps, licenses, permits, contract rights, and warranties and guarantees associated with the Real Property; (e) all water rights and conditional water rights that are appurtenant to or that have been used or are intended for use in connection with the Real record of Subject Property, (f) any ditch, well, pipeline, channel, spring, reservoir or storage rights located on no improvements encroach upon easements benefiting the Real Property, whether or Subject Property other than encroachments that do not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) all rights with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to materially adversely affect the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well occupancy of the Subject Property and no improvements on adjoining properties encroach upon the Real Subject Property (including those xxxxx on or easements benefiting the Real Subject Property from which water is intended to be used in connection with other than encroachments that do not materially adversely affect the Real use or occupancy of the Subject Property), and . (i) any decreed There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or pending plan other outstanding charges affecting the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided, except that Owner’s federal and Maryland income tax returns are on extension and certain tax returns of augmentation or water exchange plan for the Real Property (collectively, the "Property")Borrower are on extension. The Real Property Borrower agrees that all of its representations and the items described warranties set forth in subparagraphs (a) and (b) will be conveyed by quitclaim deed in the form attached hereto as Exhibit 2 and incorporated herein by this reference, (the "Deed"). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "Bill of Sale"). The items described in subparagraph (d) will be conveyed by assignment, without warranty or representation of any kind, in the form attached hereto as Exhibit Article 4 and incorporated herein by elsewhere in this reference, (the "Assignment"). The items in subparagraph (e), (f), (g), (h), and (i) will be conveyed by Bargain and Sale Deed in the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "Bargain and Sale Deed"). Xxxxxx agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining Agreement are true on the Real Property at ClosingAgreement Effective Date in all material respects.

Subject Property. Subject to and in accordance with the terms and conditions of this Agreement, Kentro shall purchase and the City shall sell the Real Property together with the City's ’s interest, if any, in: (a) all easements and vacated roads roads, streets and private alleys appurtenant to the Real Property; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of the City's ’s right, title and interest in and to all existing utility taps, licenses, permits, contract rights, and warranties and guarantees associated with the Real Property; (e) all water rights and conditional water rights that are appurtenant to or that have been used or are intended for use in connection with the Real Property, (f) any ditch, well, pipeline, channel, spring, reservoir or storage rights located on the Real Property, whether or not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) all rights with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used in connection with the Real Property), and (i) any decreed or pending plan of augmentation or water exchange plan for the Real Property (collectively, the "“Property"”). The Real Property and the items described in subparagraphs (a) and subparagraph (b) will be conveyed by quitclaim deed in the form attached hereto as Exhibit 2 and incorporated herein by this reference, (the "“Deed"”). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "“Bill of Sale"”). The items described in subparagraph (d) will be conveyed by assignment, without warranty or representation of any kind, in the form attached hereto as Exhibit 4 and incorporated herein by this reference, (the "“Assignment"”). The items in subparagraph (a), (e), (f), (g), (h), and and (i) will be conveyed by Bargain and Sale Deed in the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "“Bargain and Sale Deed"”). Xxxxxx Kentro agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Property at Closing.

Subject Property. Subject to The Premises (including all fixtures thereon and the appurtenances thereto) and the Personal Property owned by Seller and used or useful in accordance connection with the terms operation and conditions maintenance of this Agreementthe Premises are, Kentro shall purchase and the City shall sell the Real Property together with City's the items hereinafter set forth in this Article, referred to as the “Subject Property”. Also included in the Subject Property to the extent not hereinbefore set forth is all of Seller’s interest, if any, in: (a) all easements in and vacated roads and private alleys appurtenant to the Real Property; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of City's following: 1.1 All right, title and interest in and to all existing utility tapstenements, licenseshereditaments, privileges, and appurtenances in any way belonging or appertaining to the Premises; 1.2 The Personal Property, if any, listed on Exhibit B attached hereto and made a part hereof; all sign structures, heating, ventilating, incinerating, lighting, plumbing, electrical, and air-conditioning fixtures and equipment; and all hot water heaters, furnaces, heating controls, motors, sprinkler and boiler pressure systems and equipment located in or on the Premises for purposes of operating the Premises (as opposed to the operation of any of the businesses thereat); 1.3 All right, title and interest to land, if any, lying in the bed of any street, road, or avenue, open or proposed, at the foot of, adjoining or below the Premises to the center line of such street, road or avenue, and in and to any strips and gores adjoining the Premises; 1.4 All right, title and interest in and to all easements, and all permits, contract licenses and rights, and warranties and guarantees associated with the Real Property; (e) all water rights and conditional water rights that are appurtenant to or that have been used or are intended for use in connection with the Real Property, (f) any ditch, well, pipeline, channel, spring, reservoir or storage rights located on the Real Property, whether or not adjudicated of record, appurtenant to the Premises and the use of all strips and rights-of-way (including public and private vehicular and pedestrian rights-of-way), if any, abutting, adjacent, contiguous to or evidenced by any welladjoining the Premises; 1.5 All right, decreetitle, orderand interest as landlord in all leases, stock certificatelicenses, permit or other instrument, (g) all rights with respect to nontributary or not nontributary groundwater (and other groundwater that is agreements to occupy all or any part of the Premises, together with, and subject to the provisions of Colorado Revised Statutes Section 37-90-137(4Article 9, all rents and other sums due, accrued or to become due (whether fixed rent, percentage rent, additional rent, real estate tax, common area or other maintenance charges and insurance premiums and all other similar reimbursements from tenants) or under each such lease, license and agreement and all guarantees by third parties of the corresponding provisions of any successor statute) underlying the Real Propertytenants’ obligations thereunder and all lease security deposits; 1.6 All right, (h) any permit title and interest, if any, in and to ownall contracts, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used unexpired warranties, guarantees, and sureties, received in connection with the Real Propertyconstruction, improvement, or equipment of the Premises set forth on Exhibit C attached hereto and made a part hereof (the “Contracts”); 1.7 All licenses, permits, certificates of occupancy, and (i) franchises, if any, issued by any decreed federal, state, county or pending plan municipal authority relating to the use, maintenance or operation of augmentation the Premises, running to, or water exchange plan for in favor of, Seller or the Real Property (collectivelyPremises; and 1.8 All right, the "Property"). The Real Property title and the items described interest in subparagraphs (a) and (b) will be conveyed to all service and maintenance contracts, and equipment leases in connection with or used by quitclaim deed Seller in the form attached hereto as Exhibit 2 and incorporated herein by this reference, (operation of the "Deed"). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "Bill of Sale"). The items described in subparagraph (d) will be conveyed by assignment, without warranty or representation of any kind, in the form attached hereto as Exhibit 4 and incorporated herein by this reference, (the "Assignment"). The items in subparagraph (e), (f), (g), (h), and (i) will be conveyed by Bargain and Sale Deed in the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "Bargain and Sale Deed"). Xxxxxx agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Property at ClosingPremises.

Subject Property. Subject Upon and subject to and in accordance with the terms terms, covenants and conditions of this Agreementherein, Kentro shall purchase Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, the City shall sell the Real Property together with City's interest, if any, in: following items in subparagraphs (a) all easements through (f) (collectively, the “Subject Property”): (a) The approximately 18,500 square foot building and vacated roads interior leasehold fixtures/improvements situated on that tract or parcel of land having a street address of 00000 Xxxxx Xxxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 and private alleys appurtenant being more particularly described on the attached Exhibit “A” (but not the land thereunder) subject only to the Real Property; “Permitted Encumbrances” described on the attached Exhibit “B”; (b) all buildings and improvements on the Real Property; (c) any fixtures, personal property and equipment that remain on the Real Property at Closing; (d) all of City's All right, title and interest of Seller in and to all existing utility tapsfixtures, licensesequipment, permitsfinishes, contract rightswindow treatments, carpets, safety equipment, and warranties and guarantees associated with the Real Property; (e) all water rights and conditional water rights that are appurtenant to or that have been used or are intended for use in connection with the Real Propertyother tangible items of personalty, (f) any ditch, well, pipeline, channel, spring, reservoir or storage rights located on the Real Property, whether or not adjudicated or evidenced by any well, decree, order, stock certificate, permit or other instrument, (g) all rights with respect to nontributary or not nontributary groundwater (and other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90-137(4) or the corresponding provisions of any successor statute) underlying the Real Property, (h) any permit to own, use or construct any water well on the Real Property (including those xxxxx on the Real Property from which water is intended to be used in connection with the Real Property), and (i) any decreed or pending plan operation of augmentation or water exchange plan for the Real Subject Property (collectively, the "Property"“FFE”). The Real ; (c) All right, title and interest of Seller in and to (i) the security system, service, utility, and maintenance leases or contracts and other contracts, agreements and leases affecting the Subject Property to the extent said leases, contracts, and agreements are assignable by Seller and all deposits made pursuant thereto listed on Exhibit “C” (the items described in subparagraphs “Contracts”) (abut excluding the Ground Lease on the underlying Land which will be executed between some or all the parties hereto on the date of Closing hereof) and (bii) will the deposits and other payments previously made under the Contracts, together with the right to receive the same; all of the foregoing shall be conveyed paid in full by quitclaim deed in the form attached hereto Seller at closing or cancelled by Seller. Purchaser does not assume any obligations thereunder unless agreed to by Purchaser and except as disclosed on Exhibit 2 and incorporated herein by this reference, (the "Deed"). The items described in subparagraph (c) will be conveyed by bill of sale, without warranty or representation of any kind, in the form attached hereto as Exhibit 3 and incorporated herein by this reference, (the "Bill of Sale"). The items described in subparagraph “B”; (d) All transferable consents, authorizations, variances, waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity of instrumentality in respect of the Subject Property, including, without limitation, those with respect to the foundation, roof and roof equipment use, utilities, building, fire, life, safety, traffic and zoning (collectively, the “Approvals”) heretofore or hereafter held by or granted to Seller (but excluding the SOB license or TABC permits held by TTNA, Inc.); and (e) All that the owner has to the extent that it is available of the books, records, files, plans, specifications, surveys, environmental studies, roof equipment, maintenance records (for at least three (3) years), rental records, including delinquency reports, estoppel letters and engineering reports (collectively, the “Books”) of Seller in connection with the operation and maintenance of the Subject Property. (f) Notwithstanding anything above to the contrary, the “Subject Property” includes the former lease between Seller and TTNA, Inc (which will be conveyed by assignment, without warranty or representation terminated upon Closing of any kind, in this transaction) but does not include the form attached hereto as Exhibit 4 lease being entered into on this date between Seller and incorporated herein by this reference, (Purchaser wherein Purchaser is leasing the "Assignment"). The items in subparagraph (e), (f), (g), (h), and (i) will be conveyed by Bargain and Sale Deed in underlying Land upon which the form attached hereto as Exhibit 5 and incorporated herein by this reference, (the "Bargain and Sale Deed"). Xxxxxx agrees that at Closing it will take title to any fixtures, personal property and/or equipment remaining on the Real Subject Property at Closingis located.