Common use of The Property Clause in Contracts

The Property. (a) The Property is defined as and shall include all of the following: (i) That certain parcel of land located in Cobb Xxxnty, Georgia, more particularly described in Exhibit A attached hereto (the "Land"); (ii) All rights, title and interest of Seller in and to all buildings and improvements situated on, above or under the Land (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest of Seller, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of the Land or Improvements, including, but not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as the "Personal Property"); and (v) All other appurtenances, and any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Property, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating to the ownership, use or operation of the Property. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".

The Property. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor that certain land consisting of approximately forty (a40) The Property is defined acres (the “Land”), as and shall include all of the following: (i) That certain parcel of land located in Cobb Xxxnty, Georgia, more particularly described in Exhibit A “A” attached hereto hereto, and all improvements (the "Land"); “Improvements”) located thereon, including, without limitation, the laboratory building having an address of 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, XX 00000 (iithe “Laboratory”) All rightsand three (3) mobile homes, title and interest of Seller in and to all two (2) office buildings and improvements situated onone “Quonset” hut (which houses the back-up power system) (collectively, above or under the “Ancillary Buildings” and collectively with the Laboratory and Land, the “Real Property”), together with the furniture, fixtures and equipment located in the Laboratory and Ancillary Buildings (the “FF&E”) set forth in Exhibit “B,” and certain other equipment located on the Land (hereinafter collectively referred the “Heavy Equipment”) set forth in Exhibit “C”. Lessee shall have the right to use any of the FF&E and Heavy Equipment that is on the property with the exception of any equipment that Liberty Processing LLC. Lists on Exhibits “B” and “C” as being excluded. Lessee agrees and acknowledges that the "Improvements"); Real Property, FF&E and Heavy Equipment (iiicollectively, the “Property”) All rightsis leased to Lessee in their “AS-IS” and “WITH ALL FAULTS” condition unless equipment repairs are necessary and are stated in Exhibit “B” and “C”. Lessee agrees to accept the Property on the Commencement Date as then being suitable for Lessee’s intended use and in good operating order, title condition and interest of Sellerrepair, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial subject to the Land; providedterms set forth in Section 18. By taking possession of the Property, however, except as may Lessee shall be expressly provided herein no representation or warranty is made by Seller with respect deemed to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to have accepted the Property via adjacent streets in good condition and roads; state of repair. Lessee expressly acknowledges and agrees that Lessor, Lessor’s agents, representatives or employees, Xxxxx Xxxxxx and Liberty Processing, LCC and its members, managers, employees and agents have not made any representations or warranties regarding the EPA Permit (ivas defined in Section 6 A.) All furnitureor regarding the suitability, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to fitness or used in connection with the operation condition of the Land Property for the conduct of Lessee’s business or Improvements, including, but not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as the "Personal Property"); and (v) All other appurtenances, and for any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Propertypurpose, including without limitation both tangible and intangible rights related thereto such as plans and specificationslimitation, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating to the ownership, use or operation of the Propertyany storage incidental thereto. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".

The Property. (a) The Property is defined as 1.1 Subject to the terms and shall include all conditions of this Agreement, and for the consideration herein set forth, Seller agrees to sell and transfer, and Purchaser agrees to purchase and acquire, the following: (ia) That certain parcel Seller’s right, title and interest in and to 14,001.76 acres of land land, more or less, located in Cobb XxxntyLoving and Xxxxxx Counties, GeorgiaTexas, as more particularly described in Exhibit A A-1 attached hereto and made a part hereof for all purposes (the "“Land"”); (ii) All , together with all wind rights, title improvements thereon and interest of Seller in associated rights-of-way, permits, utilities and to all buildings and improvements situated on, above or under the Land utility capacity (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest of Seller, if any), in and to any and all streetsinterests of any type owned by Seller in such real property including, roadswithout limitation, any easements, rights-of-way way, adjacent streets, alleys, strips, gores, and easements adjacentother appurtenances to such real property (collectively, contiguous with the Land, the “Real Property”), except that Seller for Seller and Seller’s heirs, successors and assigns reserves from any conveyance all oil, gas and other minerals that are in and under, and that may be produced from the Land and any and all royalty interests therein; b) Except as used in Seller’s commercial water production, treatment, and disposal operations, Seller’s right, title and interest in and to all personal property, equipment, fixtures, dwellings, barns, and any other apparatus or beneficial appurtenances situated therein or thereon or used or obtained in connection with the Real Property (the foregoing herein collectively called the “Personal Property”); and c) Seller’s right, title and interest in and to Seller’s interest in all Leases and Contracts (defined below); and d) the right to use the surface of the lands set forth on Exhibit A-2, including the right to drill fresh water or water disposal xxxxx and operate and maintain such xxxxx, together with all rights to use the surface of such lands to the Landextent reasonably necessary to drill, operate and maintain such xxxxx, all as further described in the Surface Use and Right-of-Way Agreement and Easement attached hereto as Exhibit G (the lands to be covered by the Surface Use Agreement are Section 1 and 5, Block 56, Township 2, Loving and Xxxxxx Counties, Texas); together the Real Property, Personal Property, and Leases and Contracts are referred to herein as the “Property,” except for the Excluded Property. 1.2 The Property does not include, and there is hereby expressly excepted and reserved therefrom and reserved to Seller: a) All rights, titles and interests of Seller in Groundwater located in, on or under the lands in Xxxxxxx 0, Xxxxx 00, Xxxxxxxx 0, Xxxxxx Xxxxxx, Xxxxx and Xxxxxxx 0, Xxxxx 00, Xxxxxxxx 2 in Loving and Xxxxxx Counties, Texas, together with the appurtenant rights related to such Groundwater, including the rights (i) to use, store, treat, reuse and recharge and (ii) to use the surface of such lands to the extent reasonably necessary for the exercise of such associated rights and for water operations on or off the Subject Lands, including such rights of ingress and egress associated therewith over the Real Property; provided, however, except as may be expressly provided herein no representation any access or warranty is made use of the Real Property by Seller shall not unreasonably interfere with respect to title to such streetsany of Purchaser’s operations on the Real Property; for purposes of this Agreement, roads“Groundwater” shall mean water (including fresh, rights-of-way or easements, however, Seller represents that there is access to salt and brackish water) percolating below the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation surface of the Land or Improvements, including, but earth and not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as the "Personal Property"); and (v) All other appurtenances, water produced from oil and any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Property, including without limitation both tangible natural gas exploration and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating to the ownership, use or operation of the Property. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".production operations;

The Property. Each Seller agrees to sell to Buyer, and Buyer agrees to purchase from each Seller, in accordance with this Agreement, all of such Seller’s right, title and interest in and to the following property (for each Seller, such Seller’s “Property”, and collectively, the “Property”): (a) The Property is defined Each Seller’s interest in the real property owned by such Seller as identified in Exhibit A (the “Land”) and shall include all of the following: (i) That certain parcel of land located in Cobb Xxxnty, Georgia, as more particularly described in Exhibit A the Preliminary Reports attached hereto as Schedules 1.1 (a) (c) (each a “Preliminary Report” and collectively the "Land"“Preliminary Reports”), prepared by the Title Company (as defined in section 2.2 below) together with all buildings, structures, improvements, machinery, fixtures and equipment affixed or attached to such real property and all easements and rights appurtenant to such real property (all such real property, buildings, structures, improvements, machinery, fixtures, equipment, easements and rights are collectively the “Real Property”); (iib) All rightsEach Seller’s interest in all leases, title lease amendments, lease guaranties, work letter agreements, improvement agreements, other occupancy agreements, subleases, assignments, licenses, concessions and interest other agreements (the “Leases”) with all persons leasing, using or occupying such Seller’s Real Property or any part thereof (“Tenants”) described in the list of Seller in and to leases (the “Lease List”) attached hereto as Exhibit B, together with all buildings and improvements situated onsecurity deposits held, above or under the Land (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest of Seller, if any, in and to any and all streetsguarantees, roadsletters of credit and other similar credit enhancements, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of Leases (the Land or Improvements“Security Deposits”), including, but not limited to that inventory as described on Exhibit B attached hereto J hereto; (hereinafter collectively referred to as c) All tangible and intangible personal property located at or directly associated with such Seller’s Real Property (including, without limitation, any and all plans, specifications, drawings, books and building records, together with all domain names and other intellectual property) (the "“Personal Property"”), except for such Seller’s or other party’s personal property described in Exhibit C attached hereto; (d) Each Seller’s interest in all contracts, agreements, warranties and guaranties (the “Contracts”) described in Exhibit D attached hereto; and (ve) All Each Seller’s interest in all building permits, certificates of occupancy, development rights, entitlements and other appurtenances, and any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Property, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contractscertificates, permits, licenses, licenses and approvals or other rights (the “Permits”) relating to the ownership, use or operation of the such Real Property. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".

The Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller the Interests. Seller represents that the Company owns all of the following (hereinafter known as the “Property”): (a) The Property is defined as and shall include all of the following: (i) That certain parcel of land in the County of Xxxxxxxxxx, Maryland, known as Crown Point, located in Cobb Xxxntyat 000 Xxxxxxxxxxxx Xxxxx, GeorgiaXxxxxxxxxxxx, Xxxxxxxx 00000 and more particularly described in Exhibit A B attached hereto as a part hereof (the "“Land"”); (iib) All rights, title and interest of Seller in and to all buildings (including but not limited to the office building that is on the Land as of the date hereof) [the “Building”], structures, equipment and other improvements situated on, above or under on the Land (hereinafter collectively referred to as the "“Improvements"”); (iiic) All rights, title and interest of Seller, if any, in and to any and all streets, roadseasements, rights-of-way and easements adjacent, contiguous or beneficial appurtenances belonging to the Land and all rights of Seller in the land lying in the bed of any road, street or alley, open or proposed, which adjoins the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (ivd) All all equipment, furniture, furnishings, fixturessupplies and other personal property and fixtures of every description, machineryif any, trade namesowned by the Company and located in or on, excluding the trademark "Creating Communities For Superior Lifestyles"or attached to, telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of the Land or Improvements, including, but not limited to that inventory described except as shown on Exhibit B attached hereto Schedule 1.2(d) (hereinafter collectively referred to as the "“Personal Property"”); and; (ve) All other appurtenances, and any other all of the Company’s right, titletitle and interest as lessor in and to the Tenant Leases and, subject to the terms of the respective applicable Tenant Leases, the Tenant Deposits; (f) all of the Company’s right, title and interest or estate of Seller in, in or all contract rights related to the Land, Improvements or the Personal Property, including to the extent assignable, including, without limitation both tangible and intangible rights related thereto such as plans and specificationslimitation, surveysthe Company’s interest in the following: maintenance, studiesconstruction, reportscommission, tenant listsarchitectural, engineering, parking, supply or service contracts, permitswarranties, licensesguarantees and bonds and other agreements related to the Improvements or Personal Property that will remain in existence after Closing (as hereinafter defined) (collectively, the “Service Contracts”);. (g) all of the Company’s right, title and interest in, to and under any licenses certificates of occupancy, and permits and approvals or other rights issued by any governmental authority and relating to the Land, Improvements, Personal Property or Service Contracts, to the extent assignable (the “Permits”); (h) all of the Company’s right, title and interest, if any, to the extent assignable or transferable, in and to the name “Crown Point” and all names, trade names logos associated or used in connection with the Property and all trademarks and all local and toll-free telephone numbers and listings used by the Company exclusively in the operation and identification of the Improvements; and (i) all of the Company’s right, title and interest, if any, to the extent assignable or transferable, in and to all other intangible rights, titles, interests, privileges and appurtenances owned by the Company’s and related to or used exclusively in connection with the ownership, use or operation of the Property. (b) Land or Improvements.. The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments"shall not include the cash balances in the bank accounts shown on Schedule 1.2 (the “Cash Accounts”).

The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) The Property is defined as the condominium units and shall include all of the following: (i) That certain parcel of land located in Cobb Xxxnty, Georgia, more particularly other real property interests described in on Exhibit A attached hereto to this Agreement and incorporated herein by reference (the "Land"“Units”); , together with all improvements thereon and fixtures attached thereto (iithe “Improvements”) All rightsand all of Seller’s right, title and interest of Seller in and to all buildings appurtenances to the Units, to the extent but only to the extent the same relate to the Units and improvements situated onnot any other property (the “Appurtenances”) (the Units, above or under the Land (hereinafter collectively Improvements and the Appurtenances are referred to in this Agreement collectively as the "Improvements"“Real Property”); ; and (iiib) All rightsall of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master Xxxx 0, Xxxxxxxxxx Xxxxxx Xxxx 0, Commercial Master Xxxx 0, Xxxxxxxxxx Xxxxxx Xxxx 0 and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to any all items of personal property situated upon or within the Real Property, which pertain to and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or are used in connection with the operation and maintenance of the Land or ImprovementsReal Property, including, but not limited to that inventory without limitation, the personal property described on Exhibit B A-4 attached hereto to this Agreement and incorporated herein by reference (hereinafter collectively referred to as the "Personal Property"“Personalty”); and and (v) All other appurtenancesthe intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and any other right, title, interest or estate of Seller Intangible Personal Property are referred to in or to this Agreement collectively as the Land, Improvements or “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, including without limitation both tangible the Parties acknowledge and intangible rights related thereto such as plans agree that the property and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating to accounts listed on Exhibit A-7 are excluded from the ownership, use or operation definition of the PropertyProperty and are not included in the sale of the Property to Purchaser. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".

The Property. Subject to the terms and provisions of this Agreement, Xxxxxx agrees to sell to Buyer, and Xxxxx agrees to purchase from Seller, all of the following described property (collectively, the “Property”): (a) The Property is defined as and shall include All immovable property, including all of the following: (i) That certain parcel of land located in Cobb Xxxnty, Georgia, more particularly described in Exhibit A attached hereto (the "Land"); (ii) All rightsright, title and interest therein, described in EXHIBIT A, to be attached hereto prior to the conclusion of Seller in the Feasibility Period (as hereafter defined) and made a part hereof, including but not limited to any mineral and other subsurface rights, together with all buildings and improvements situated onlocated thereon, above or under the Land (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest of Seller, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of the Land or Improvementsrights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to that inventory utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described on Exhibit B in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”); (c) All of Seller’s right, title, and interest in and to the area that the System (as defined below) services (the “Service Area”), as determined by Buyer and set forth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter collectively referred defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to as the "Personal Property")System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (vd) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in Xxxxx County, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the rights which accrue or will accrue to Seller under this Agreement and related transaction documents, including Seller’s rights to the Purchase Price; (b) any of Seller’s cash on hand or on deposit; (c) the name “Canebrake Utilities”, any signage, inventory, instruments, documents, or other appurtenancesitems bearing the name “Canebrake Utilities”, and any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Property, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals all licenses or other rights relating to use of the name “Canebrake Utilities” and/or any rights or goodwill related to the ownershipname “Canebrake Utilities,” or any derivative or form thereof, use or operation of the Property. to any mark associated with or material that includes any such name or any derivative or form thereof; (bd) The Property any computer software which is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred licensed to as "Autumn Ridge Apartments".Seller;

The Property. Borrower, GH Management (to the extent applicable to the employment contracts), Condo Owner (to the extent applicable to the Condo Property), and Guarantor (to the extent applicable to the capital stock of Golf Host Securities, Inc., a Florida corporation (“GH Securities”)) agree to transfer, to GTA-IB or, at GTA-IB’s election at or prior to the closing, to any of its direct or indirect subsidiaries, and GTA-IB agrees to accept, or to cause such subsidiary to accept, as applicable, from Borrower, GH Management, Condo Owner and Guarantor, in accordance with the terms, covenants and conditions contained in this Agreement, all of the following property (collectively, the “Property”, and to the extent that any of the Property relates only to the Innisbrook Real Property (as defined below), and not to the Condo Property, then such Property shall herein be referred to as the “Resort Property”) (a) The Property is defined as the real property described on Exhibit A-1 hereto (including, without limitation, all right, title and shall include interest to all strips and gores of land therein) (the following:“Innisbrook Real Property”); (i) That those certain parcel of land three (3) condominium properties located at the Innisbrook Resort and commonly known as Unit 301 in Cobb XxxntyXxxxxxxx 00, GeorgiaXxxx 000 in Building 20 and Xxxx 000 xx Xxxxxxxx 00 xx xxx Xxxxxxxxxx Xxxxxxxxxxx, (xx) that certain linen closet commonly described as Unit 115 in Building 28, each as more particularly described on Exhibit A-3 hereto and (iii) the right to all accrued but unpaid rental pool or other distributions relating to such units described in Exhibit A attached hereto (i) (collectively, (i), (ii) and (iii) are referred to as the "Land"“Condo Property” and together with the Innisbrook Real Property, the “Real Property”); (iic) All rightsall of the buildings, fixtures and other improvements now or hereafter located on the Real Property and all appurtenances thereto as listed on Exhibit A-4 attached hereto (collectively, the “Improvements”); (d) all tangible and intangible personal property and any and all warranties related thereto (collectively, the “Personal Property”) owned by Borrower, Guarantor, Condo Owner, or any of their affiliates or any person claiming by or through such parties and located at or used in connection with the maintenance, operation and/or management of the Real Property and the golf courses located thereon known as Copperhead, Island, and Highlands North and South Golf Courses (collectively, the “Innisbrook Golf Courses”); (e) all right, title and interest of Seller in Borrower and Condo Owner in, to all buildings and improvements situated on, above or under the Land contracts and agreements, including, without limitation, any and all employment contracts relating to the Property, the rental pool agreements and that certain Westin Management Agreement described on Schedule 1.1(e) attached hereto (hereinafter collectively referred the “Contracts”) entered into by Borrower or Condo Owner in connection with the operation and management of the Real Property; (f) all licenses (including, without limitation, liquor licenses), permits, certificates of occupancy and rights under permits, approvals, and allocations relating to the Real Property and the operation thereof and other similar documents described on Schedule 1.1(f) attached hereto (collectively, the “Permits”), as well as all keys, security codes, passwords and combinations to the "Real Property, the Personal Property and the Improvements"; (g) all surveys, plans, maps, specifications, drawings and other similar documents, relating to the Real Property (the “Plans and Specifications”); (iiih) All rightsall guarantees, permits and warranties issued in connection with (1) the construction, operation, use, improvement, alteration or repair of the Personal Property and the Improvements, and (2) the purchase or repair of any Personal Property or Improvements (the “Warranties and Guaranties”); (i) all of Borrower’s and Condo Owner’s right, title and interest with respect to any and all insurance policies with respect to the Property, including any proceeds or premium refunds payable thereunder (the “Insurance Policies”), provided that neither Borrower nor Condo Owner shall have any obligation to maintain any insurance with respect to the Property after the Closing Date; (j) all other rights and interests granted to Borrower or Condo Owner in connection with the Property, including, without limitation, any rights with respect to the name “Innisbrook” or “Innisbrook Resort,” including, without limitation, all trademarks, trade names, logos, or other intellectual property rights respecting such names (the “Borrower Rights”); (k) all leases of Sellerall or any portion of the Personal Property described on Schedule 1.1(k) attached hereto (the “Personal Property Leases”); (l) all leases of any portion of the Real Property described on Schedule 1.1(l) attached hereto (the “Real Property Leases”); (m) all of Borrower’s right, if anytitle and interest, and all of the right title and interest of certain affiliates of Borrower in those certain shares of common stock, limited partnership units and options to purchase common stock of Lender and Golf Trust of America, Inc., a Maryland corporation (the “GTA Parent”) described on Schedule 1.1(m) hereto (the “GTA Stock Interests”); (n) all of Guarantor’s and its affiliates’ direct or indirect ownership interest in GH Securities, as described on Schedule 1.1(n) hereto (the “GH Securities Stock Interests”), and in any other entity engaged in brokering the sale and re-sale of condominium units at the Property; (o) at GTA-IB’s election (which shall be made in writing by GTA-IB on or prior to the Closing Date), all of Borrower’s, Condo Owner’s, GH Management’s, Guarantor’s, and their respective affiliates’, right, title and interest in and to any and all streetsshares, roadspartnership interests and/or membership interests in any entity (1) with any ownership interest in the Property, rights-of-way and/or (2) that participates in the operation or maintenance of the Property, including, without limitation, Borrower, Condo Owner and easements adjacentGH Management; (p) all right, title and interest in and to that certain 0.6 acre Commercial Tract within Parcel J (sometimes called “Parcel J-4”) and contiguous or beneficial to the LandInnisbrook Resort eastern gatehouse (such Commercial Tract, the “0.6 Acre”), subject to the terms of that certain lease (the “Parcel J-4 Lease”, a form of which is attached hereto as Exhibit A-5), which is to be entered into by and between Borrower and either: (i) Parcel F, L.L.C., a Florida limited liability corporation (“Bayfair”) (in which case, the Parcel J-4 Lease is hereby approved by Lender and GTA–IB pursuant to, and as part of, that certain Amended and Restated Agreement For Sale and Purchase of Real Property – Parcel F executed as of July 15, 2004, by and between Borrower and Bayfair, the “Original Bayfair Agreement”), or (ii) another purchaser of Parcel F (defined below) which purchaser meets the criteria set forth in Section 8.2(b) (in which case the Parcel J-4 Lease shall be approved by Lender and GTA-IB pursuant to an agreement for the purchase and sale of Parcel F entered into in accordance with this Agreement); such 0.6 Parcel is more particularly depicted on Exhibit A-6 attached hereto; (q) all right, title and interest in and to any and all vested rights of Borrower, Guarantor, GH Management and/or Condo Owner with respect to the development of 139 residential units (or such greater number of units, if any, to which such parties have vested rights to develop, including, without limitation, that number of residential units which equals the difference between (i) 400 residential units and (ii) the actual number constructed) in the event that fewer than 400 residential units are developed on Parcel F (defined below) (the “Unused Parcel F Units”) on the Real Property, and as such rights are more particularly described on Schedule 1.1 (q) attached hereto (the “Vested Rights”), including, without limitation, all determinations, hearings, judgments and settlements made by Pinellas County or any other governmental agency, entity or court; provided, however, except as may be expressly provided herein in no representation event shall Parcel F (or warranty is made by Seller with respect to title to such streets, roads, rights-of-way the current or easements, however, Seller represents that there is access to any future owner thereof) obtain any of the Property via adjacent streets and roadsVested Rights whatsoever; (ivr) All furnitureall right, furnishingstitle and interest in and to any and all contractual, fixturesreal property or other rights or benefits of Borrower, machineryGuarantor, trade namesGH Management, excluding Condo Owner or their respective affiliates that exist in any form relating to: (i) the trademark "Creating Communities For Superior Lifestyles"Innisbrook Parcels J-1 and J-2 (as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites, telephone numbers last dated November 6, 2000 by and between Borrower and to CKT Development Co., a Florida corporation (“CKT”)) (“Parcels J-1 and J-2”), and (ii) the Innisbrook Parcel K (as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites, dated June 19, 1998 by and between Borrower and CKT) (“Parcel K”), which contractual, real property or other rights or benefits are listed on Schedule 1.1(r) attached hereto (collectively, the “Parcel Rights”); (s) all right, title and interest in and to any and all contracts, real property or other rights or benefits of Borrower, Guarantor, GH Management, Condo Owner or their respective affiliates that exist in any form relating to any portion of that certain real property owned by Pinellas County, as such real property is described more particularly on Schedule 1.1(s)-1 attached hereto (the extent transferable“Pinellas County Land”), which contracts, real property or other rights or benefits are set forth on Schedule 1.1(s)-2, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Borrower for the purposes of enabling Borrower to construct, operate, maintain, repair and replace a nine-hole golf course) and equipment appurtenant other rights set forth in the Agreement for Effluent Disposal, dated April 30, 1973, between Borrower and Pinellas County, as amended and/or restated, and as more particularly described on Schedule 6.1(jj)-2 attached hereto (all such all right, title and interest, collectively, the “Pinellas County Rights”); (t) all right, title and interest in and to any and all contracts, real property or used other rights or benefits of Borrower, Guarantor, GH Management, Condo Owner or their respective affiliates that exist in any form relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Resort Property, as such real property is described more particularly on Schedule 1.1(t)-1 attached hereto (the “Wall Springs Land”), which contracts, real property or other rights or benefits are set forth on Schedule 1.1(t)-2, including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in the Easements and Development Agreement dated February 11, 1997 by and between Golf Host Resorts Inc. and Wall Springs Conservatory, Inc., as amended and/or restated, and as more particularly described on Schedule 6.1(jj)-4 attached hereto (all such all right, title and interest, collectively, the “Wall Springs Rights”); (u) all right, title and interest in and to any judgments, settlements, liens, recoveries, damages, moneys, property or other value received by Borrower, Guarantor, GH Management or Condo Owner, or their respective affiliates, resulting from any resolution, settlement, or dismissal of any of the “Xxxxxxxxxx Road” litigation more particularly described on Schedule 1.1(u)) attached hereto (“Xxxxxxxxxx Litigation”) or in any way resulting from the claims brought in connection with the operation any of the Land or ImprovementsXxxxxxxxxx Litigation (such right, includingtitle and interest, but not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as collectively, the "Personal Property"“Xxxxxxxxxx Litigation Interest”); and (v) All other appurtenances, and any other right, title, title and interest in and to any and all real or estate of Seller in personal property or to the Land, Improvements or the Personal Property, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals contract or other rights or benefits of Borrower, Guarantor, GH Management, Condo Owner, or their respective affiliates, in any way relating to the ownership, Property or the use or operation of the Property. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".

The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) The Property is defined as the condominium units and shall include all of the following: (i) That certain parcel of land located in Cobb Xxxnty, Georgia, more particularly other real property interests described in on Exhibit A attached hereto to this Agreement and incorporated herein by reference (the "Land"“Units”); , together with all improvements thereon and fixtures attached thereto (iithe “Improvements”) All rightsand all of Seller’s right, title and interest of Seller in and to all buildings appurtenances to the Units, to the extent but only to the extent the same relate to the Units and improvements situated onnot any other property (the “Appurtenances”) (the Units, above or under the Land (hereinafter collectively Improvements and the Appurtenances are referred to in this Agreement collectively as the "Improvements"“Real Property”); ; and (iiib) All rightsall of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master Xxxx 0, Xxxxxxxxxx Xxxxxx Xxxx 0, Commercial Master Xxxx 0, Xxxxxxxxxx Xxxxxx Xxxx 0 and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to any all items of personal property situated upon or within the Real Property, which pertain to and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or are used in connection with the operation and maintenance of the Land or ImprovementsReal Property, including, but not limited to that inventory without limitation, the personal property described on Exhibit B A-4 attached hereto to this Agreement and incorporated herein by reference (hereinafter collectively referred to as the "Personal Property"“Personalty”); and and (v) All other appurtenancesthe intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and any other right, title, interest or estate of Seller Intangible Personal Property are referred to in or to this Agreement collectively as the Land, Improvements or “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, including without limitation both tangible the Parties acknowledge and intangible rights related thereto such as plans agree that the property and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating to accounts listed on Exhibit A-7 are excluded from the ownership, use or operation definition of the Property. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred and are not included in the sale of the Property to as "Autumn Ridge Apartments".Purchaser. {N4542684.1} 1

The Property. The Property, described in Paragraph 2.4 of the Contract and Exhibit “1” as “Property A”, is an approximately 11 acre parcel commonly known as the Glenwood Springs Operations Center Property (“GMOC”) that is part of a larger parcel to be subdivided by Seller at Seller’s sole expense into a separate parcel before it can be conveyed to Buyer. Exhibit 1 is a preliminary version of the Glenwood Springs Municipal Operations Center subdivision map prepared by Schmueser Xxxxxx Xxxxx. The Property shall include: (a) The Property is defined as and shall include all of the following: (i) That certain parcel of land located in Cobb Xxxnty, Georgia, more particularly described in Exhibit A attached hereto (the "Land"); (ii) All rights, title and interest of Seller in and to all buildings and improvements situated on, above or under the Land (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest of Seller, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, howeverrights of way, Seller represents that there is access to the Property via adjacent streets and vacated roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of the Land or Improvements, including, but not limited to, the .62 acre access road leading to that inventory described the GMOC, streets and alleys, adjacent or appurtenant to the Property which shall be depicted on Exhibit B attached hereto the survey provided by Seller; (hereinafter collectively referred to as b) all buildings, fixtures, and improvements on the Property (the "Personal PropertyImprovements"); and (vc) All other appurtenances, and any other all of Seller's right, title, and interest or estate of Seller in or and to the Landall utility taps and deposits, Improvements or the Personal Property, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contractslicenses, permits, licensescontract rights, approvals warranties and guarantees, impound accounts, security and damage deposits, and all variations thereof, and all other intangible personal property associated with or other rights relating related to the ownershipProperty or the Improvements to be conveyed by Bill of Sale; (d) all of Seller's right, title, and interest in and to all water, ditch, reservoir, and well rights, interests and priorities, decreed or undecreed, tributary and nontributary, customarily used with or upon the Property or appurtenant thereto to be conveyed by Bill of Sale; (e) all furnishings, furniture, equipment, machinery, supplies, and the personal property owned by Seller, that Seller does not remove from the Property at the conclusion of Seller’s occupancy on or before July 13, 2020 and made a part hereof to be conveyed by Xxxx of Sale; and (f) all of Seller’s right, title and interest in and to the cell tower on the Property and all mobile equipment and apparatus attached or related thereto. Seller will create an easement covering the entire 0.614 acre access parcel for access, drainage and utilities. This will be finalized on the platting. Notwithstanding the above, Seller shall be entitled to reserve an easement, as depicted on Exhibit 1 for existing electric and fiber optic lines; subject, however, to Buyer’s right, in Buyer’s sole discretion, to relocate the easement in furtherance of Buyer’s development and use or operation of the Property. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".

The Property. (a) The Property is defined as and term “Property” shall also include all of the following: (i1) That certain parcel of land located in Cobb Xxxntyall tenements, Georgia, more particularly described in Exhibit A attached hereto (hereditaments and appurtenances pertaining to the "Land")Real Property; (ii2) All rightsall mineral, title water and interest of Seller in and to all buildings and improvements situated on, above or under the Land (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest irrigation rights of Seller, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous running with or beneficial otherwise pertaining to the Land; providedReal Property; (3) all interest, howeverif any, except as may of Seller in any road adjoining the Real Property; (4) all interest, if any, of Seller in any award made or to be expressly provided herein no representation made or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access settlement in lieu thereof for damage to the Property via adjacent streets and roadsby reason of condemnation, eminent domain or exercise of police power; (iv5) All furnitureall of Seller’s interest in the Building, furnishingsthe Improvements and any other improvements and fixtures on the Real Property; (6) all of Seller’s interest, fixturesif any, machineryin any equipment, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) machinery and equipment appurtenant to personal property on or used in connection with the operation Real Property (the “Personalty”); (7) the Lease and security deposit, if any, now or hereafter due thereunder; and, (8) all of Seller’s interest, to the extent transferable, in all permits and licenses (the “Permits”), warranties (the “Warranties”), contractual rights and intangibles (including rights to the name of the Land or ImprovementsImprovements as well as all construction contracts, includingsubcontracts, but not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as the "Personal Property"); and (varchitectural/engineering plans and/or agreements and similar agreements) All other appurtenances, and any other right, title, interest or estate of Seller in or with respect to the Landdesign, Improvements or development, construction, operation, maintenance, repair and/or improvement of the Personal PropertyProperty (collectively, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights the “Contracts”). The portion of the Property relating to the ownershipPhase I Building and upon which the Phase I Building is located is sometimes referred to herein, use or operation together with each of the items in subsection (1) through (8) above, inclusive, relating to the Phase I Building, as the “Phase I Property. (b) ”. The portion of the Property relating to the Phase II Building and upon which the Phase II Building is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or sometimes referred to herein, together with each of the items in subsection (1) through (8) above, inclusive, relating to the Phase II Building, as "Autumn Ridge Apartments".the “Phase II Property”. The Phase I Property and the Phase II Property are individually and collectively, as the context may require, referred to herein as the Property and include all of the items set forth above. Xxxxx Xxxxxxxx Xxxxxxxxxx, XX 0000-0000-0000.4

The Property. (a) The Property is defined as and As used herein, the term “Property” shall include all of the following: (ia) That A certain parcel of land containing approximately Nineteen and 92/100 (19.92) acres of land located in Cobb Xxxntyat the southeast corner of Rotunda Drive and Republic Drive, GeorgiaXxxxx Park, as is more particularly described in on Exhibit A attached hereto “A” (the "“Land"”), together with: (i) one (1) building located thereon, with one (1) tenant, containing approximately 84,000 square feet of total building area, known as 000 Xxxxxxxx Xxxxx (the “333 Building”); (ii) one (1) building located thereon, with one (1) tenant, containing approximately 85,200 square feet of total building area, known as 000 Xxxxxxxx Xxxxx (the “777 Building”) (collectively, the 333 Building and 777 Building are referred to as the “Buildings”); (iii) all other structures and improvements on the Land; and (iv) all rights, privileges, easements and appurtenances belonging or appertaining to the Land or the Buildings, if any; (iib) All rightsof the leases, title licenses and occupancy agreements (collectively, the “Leases”) pertaining to the Buildings with the tenants (“Seller’s Tenants” and/or the “Tenants”) listed in the rent roll (the “Rent Roll”) itemized on Exhibit “B” attached hereto and made a part hereof by this reference; and (c) All of the interest of Seller in any refundable deposits, retentions and holdbacks referenced in Section 8.08 and, to the extent the same survive the Closing in accordance with this Agreement, all buildings operating agreements, capital leases and improvements situated on, above or under the Land service contracts (hereinafter collectively such service contracts being referred to as the "Improvements"); (iii“Service Contracts”) All rights, title and interest of Seller, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of the Land or Improvements, including, but not limited to that inventory described on Exhibit B “C” attached hereto and made a part hereof by this reference (hereinafter collectively referred to as collectively, the "Personal Property"“Seller’s Contracts”); and (vd) All other appurtenancesall personal property now owned or hereafter acquired by Seller and located on or to be located on or in, or used in connection with, the Land and and Buildings, excluding, any personal property owned by the Tenants, including, without limitation, the items set forth and described on Exhibit “D” attached hereto, and any all other equipment supplies tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or items of personal property owned by Seller and located on or in the Land and Buildings (collectively, the “Personal Property”); and (e) all of Seller’s right, title, and interest in and to the plans and specifications with respect to the Buildings and any guarantees, trademarks, rights of copyright, warranties, or estate other rights related to the ownership of Seller in or to use and operation of the Land, Improvements or the Personal Property, including without limitation both tangible or Buildings, all governmental licenses and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licensesand all intangibles associated with the Land, approvals or other rights relating to the ownershipPersonal Property, use or operation of the Propertyand Buildings. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".

The Property. (a) The Property is defined as Each Seller respectively agrees to sell and shall include all of Bxxxx agrees to purchase the following: 1.1 [****] Seller agrees to sell and Bxxxx agrees to purchase the real property consisting of approximately [****] located at [****], and more particularly described on Exhibit “A-1 (a) together with all improvements located thereon, and all appurtenant easements, rights and privileges thereto (the “[****] Property”). The [****] Property is commonly referred to as “[****]”, as shown on the site plan attached as Exhibit “B-1”. Notwithstanding the foregoing or anything to the contrary as contained in this Agreement, Buyer expressly acknowledges and agrees that: (i) That certain parcel the [****] Property shall not include the land, improvements, and all appurtenant easements, rights and privileges associated with that portion of land located in Cobb Xxxnty, Georgia, the shopping center more particularly described on Exhibit “A-1 (b) and shaded in red on Exhibit A attached hereto “B-1” (the "Land"“[****] Excluded Property”), which [****] Excluded Property shall be kept and retained by [****] Seller or its affiliate upon Closing (as hereinafter defined); (ii) nothing contained herein shall be deemed or construed as a conveyance, transfer, or impairment of [****] Seller’s (or its affiliate’s) rights and interests in and to the [****] Excluded Property; and (iii) in no event shall Buyer be entitled under this Agreement to acquire any right, title or interest, in whole or in part, in and to the [****] Excluded Property or any appurtenant easements, rights, privileges or leases relating to the [****] Excluded Property. 1.2 [****] Seller agrees to sell and Bxxxx agrees to purchase the real property consisting of approximately [****] located at [****], and more particularly described on Exhibit “A-2 (a) together with all improvements located thereon, and all appurtenant easements, rights and privileges thereto (the “[****] Property”). The [****] Property is commonly referred to as “[****]”, as shown on the site plan attached as Exhibit “B-2”. Notwithstanding the foregoing or anything to the contrary as contained in this Agreement, Buyer expressly acknowledges and agrees that: (i) the [****] Property shall not include the land, improvements, and all appurtenant easements, rights and privileges associated with that portion of the shopping center more particularly described on Exhibit “A-2(b)” and shaded in red on Exhibit “B-2” (the “[****] Excluded Property”), which [****] Excluded Property shall be kept and retained by [****] Seller or its affiliate upon Closing; (ii) nothing contained herein shall be deemed or construed as a conveyance, transfer, or impairment of [****] Seller’s (or its affiliate’s) rights and interests in and to the [****] Excluded Property; and (iii) in no event shall Buyer be entitled under this Agreement to acquire any right, title or interest, in whole or in part, in and to the [****] Excluded Property or any appurtenant easements, rights, privileges or leases relating to the [****] Excluded Property. 1.3 [****] Seller agrees to sell and Bxxxx agrees to purchase the real property consisting of approximately [****] located at [****], and more particularly described on Exhibit “A-3”, together with all improvements located thereon, and all appurtenant easements, rights and privileges thereto (the “[****] Property”). The [****] Property is commonly referred to as “[****]”, as shown on the site plan attached as Exhibit “B-3”. 1.4 The [****] Property, the [****] Property and the [****] Property are each referred to individually herein as the “Real Property” and are collectively referred to herein as the “Real Properties”. The [****] Excluded Property and the [****] Excluded Property are each referred to individually herein as an “Excluded Property” and are collectively referred to herein as the “Excluded Properties”. 1.5 At Closing, each Seller further agrees to assign, transfer and convey to Buyer, and Bxxxx agrees to acquire and assume from each Seller, for no additional consideration (aside from the Purchase Price (as hereinafter defined) as more particularly set forth herein), in connection with the respective Real Property owned by such Seller, but excluding in all respects the Excluded Properties, each Seller’s right, title, interest, powers, privileges, benefits and options or otherwise accruing to the owner of the Real Property (including, without limitation, any of the right, title, interest, powers, privileges, benefits and options or otherwise accruing as the “lessor” or “landlord”), in, to and under the following: a) all apparatus, fittings and fixtures in or on the Real Property or which are attached thereto (the “Fixtures”); provided, however, that the foregoing shall in no event include any apparatus, fittings and fixtures owned by the tenants or by any service provider related to the Real Property; b) any equipment, machinery and personal property located in or on the Real Property and owned by Seller (the “Personal Property”); c) subject to the terms and conditions of any License Agreement (hereinafter defined) with respect to an Excluded Property, the trademark, service mark, trade name and name directly relating to “[****]”, “[****]” and “[****]” as such names relate to each respective Real Property (the “Intellectual Property”); d) the landlord’s and lxxxxx’s interest in all leasehold estates created by the Leases, Temporary Occupancy Agreements and Cable Agreements (each as hereinafter defined) and all Security Deposits (as hereinafter defined) (subject to Section 5.6 of this Agreement); e) all warranties and guaranties, if any, relating to the Real Property, Fixtures and Personal Property, to the extent transferrable, at no cost or expense to Seller (collectively, the “Warranties”); f) subject to Section 6.4(d) of this Agreement, all roof warranties issued in connection with the Real Property, if any, to the extent transferrable, at no cost or expense to Seller (the “Roof Warranties”); g) all consents, authorizations, variances or waivers, licenses, certificates, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to (i) the design, development, construction and installation of the Real Property, (ii) All vehicular ingress and egress to and from the Real Property, and (iii) the use, operation and occupancy of the improvements, including, without limitation, the certificate of occupancy for the improvements, all solely to the extent transferrable (the “Permits”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Permits; h) all (i) impact fee credits with, or impact fee payments to, any county or municipality in which the Real Property is located arising from any construction of improvements, or dedication or contribution of property, by Seller, or its predecessor in title or interest, related to the Real Property, (ii) development rights, allocations of development density or other similar rights allocated to or attributable to the Real Property or the improvements, and (iii) wet and dry utility, water or sewer capacity or credits allocated to or attributable to the Real Property or the improvements, whether the matters described in the preceding clauses (i), (ii) and (iii) arise under or pursuant to governmental requirements, administrative or formal action by governmental authorities, or agreement with governmental authorities or third parties (collectively, “Entitlements”); i) all Permitted Exceptions (as hereinafter defined); j) solely with respect to the [****] Property, the work to be performed by Seller, as landlord, pursuant to the pending lease with [****] (the “Pending [****] Lease”), which work is more particularly described on Schedule 1.5(j) (the “[****] Landlord Work”), and the work to be performed by Seller, as landlord, pursuant to the pending lease with [****] (the “Pending [****] Lease”), which work is more particularly described on Schedule 1.5(j) (the “[****] Landlord Work”, and together with the [****] Landlord Work, the “Landlord Work”); and k) all right, title and interest of Seller in and to all buildings and improvements situated on, above or under the Land (hereinafter collectively referred to as the "Improvements"); (iii) All rights, title and interest of Sellerinterest, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial the REAs (as hereinafter defined) related to the Land; providedReal Property, excluding, however, except as may be expressly provided herein no representation any such right, title or warranty is made by interest of any Seller with respect to title to or such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iv) All furniture, furnishings, fixtures, machinery, trade names, excluding the trademark "Creating Communities For Superior Lifestyles", telephone numbers (Seller’s affiliates to the extent transferable) and equipment appurtenant such right, title or interest pertains to or used in connection any of the Excluded Properties. Each Real Property, together with the operation of the Land or ImprovementsFixtures, including, but not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as the "Personal Property"); and (v) All other appurtenances, and any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Property, including without limitation both tangible the Intellectual Property, the Leases, the Temporary Occupancy Agreements, the Cable Agreements, the Warranties, the Roof Warranties, the Permits, the Entitlements, the Permitted Exceptions, the Landlord Work, the REAs and intangible rights related thereto all other matters described in this Section 1 pertaining to such Real Property are referred to from time to time herein as plans the “Property”. All of the Property to be assigned, transferred and specificationsconveyed to Buyer by Sellers is referred to from time to time herein, surveyscollectively, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating as the “Properties”. 1.6 Notwithstanding anything to the ownershipcontrary as contained in this Agreement, use or operation Bxxxx has no right to purchase, and Sellers have no obligation to sell, less than all of the PropertyProperties, it being the express agreement and understanding of Buyer that, as a material inducement to Sellers to enter into this Agreement, Buyer has agreed to purchase all of the Properties pursuant to a simultaneous Closing, subject to and in accordance with the terms and conditions of this Agreement. (b) The Property is located at 2650 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, xxd is commonly known or referred to as "Autumn Ridge Apartments".