Common use of The Sale Clause in Contracts

The Sale. Upon and subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller (i) those certain parcels of land in the Town of Middleton, Essex County (South), Commonwealth of Massachusetts, which parcels are more particularly described in Exhibit A attached hereto, together with all right, title and interest of Seller in and to any land lying in the bed of any streets, alleys, or rights-of-way (open) adjacent or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises (collectively the “Land”), (ii) all buildings, garages, improvements, structures and fixtures on the Land, including without limitation the existing office building commonly known as “The Ferncroft Corporate Center, 35 Village Road,” (collectively the “Building,” and together with the Land, the “Real Property”); (iii) Seller’s right, title and interest in and to the leases, occupancy agreements, or licenses affecting the Real Property or any part thereof together with any amendments of any of the foregoing or any related agreements creating ongoing obligations of the parties thereto which are listed on Exhibit B (the “Schedule of Leases”) and any New Leases entered into pursuant to Section 19.8 (collectively the “Leases”); (iv) all furniture, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Real Property and used solely in connection therewith (the “Tangible Personal Property”); (v) all right, title and interest of Seller under any and all maintenance, service, leasing, brokerage, advertising and other like contracts and agreements with respect to the ownership and operation of the Real Property (collectively the “Service Contracts”); and (vi) all right, title and interest of Seller in and to all studies, surveys, plans, drawings, specifications, reports, contracts, warranties, approvals, licenses, permits, certificates, design approvals, and variances relating to the Land or the Building, to the extent in Seller’s possession and transferable without cost to Seller, all to the extent applicable to the period from and after the Closing (as hereinafter defined), except as expressly set forth to the contrary in this Agreement (collectively “Development Materials”) (the Land, the Building, Tangible Personal Property, the Service Contracts, the Leases, the Development Materials and such other rights and interests described above being collectively referred to herein as the “Property”). Purchaser acknowledges that Seller does not own (a) the UPS and Liebert units, telecommunications equipment and other fixtures located in the premises leased to Verizon Directories Services – East Inc. successor to Verizon Information Services Inc. (“Verizon”) and (b) the telecommunications equipment owned by Verizon New England Inc. located in the common telephone equipment room on the 4th floor of the Building and, to the extent owned by Verizon New England Inc., all cables, wires and other equipment and apparatus used to distribute telecommunications services to such common telephone equipment room from outside of the Building and within the Building.

The Sale. Upon the terms and subject to the terms and conditions of set forth in this Agreement, Seller Championship and CART each agree, with respect to the items that they are agreeing to sell, transfer, assign convey and deliver hereunder, to sell, transfer, assign, convey and deliver to Sub, Sub agrees to sell and convey to Purchaserpurchase, and Purchaser Parent agrees to purchase cause Sub to purchase, from the respective Seller, on and as of the Closing Date, certain of such Seller's assets as set forth below (the "Acquired Assets"): (a) All machinery, equipment, inventory, goods, computer and other office equipment, tools, motor vehicles, parts, accessories, furniture, leasehold improvements (including fixtures that CART has the right to convey) and all other tangible personal property, other than Excluded Assets, owned or leased by CART as of the date of this Agreement including without limitation the items set forth in Schedule 2.02 (a) (collectively the "Acquired Personal Property"); (b) All rights of a Seller under the contracts, commitments or other arrangements set forth in Schedule 2.02(b) and any leases with respect to the Acquired Personal Property (icollectively, the "Assumed Contracts"); (c) those certain parcels All prepaid expenses or other prepayments, security or other deposits and other security related to any Assumed Contract, including insurance proceeds with respect to loss or damage to Acquired Assets; (d) All interests of land the Sellers in Seller Proprietary Rights including the Town of Middleton, Essex County (Southinterests set forth in Schedule 2.02(d), Commonwealth of Massachusetts, which parcels are more particularly described in Exhibit A attached hereto, together with all rightassociated goodwill; (e) To the extent transferable, title and interest of Seller in and to any land lying in the bed of any streets, alleys, or rights-of-way (open) adjacent or abutting or adjoining such premises, together with all rights, privileges, rights of way CART, and easements appurtenant of Championship to the extent Championship has any such premises (collectively rights which are necessary or useful to the “Land”)business of CART, (ii) all buildingsunder any franchises, garagesmemberships, improvementsapprovals, structures permits, licenses, orders, registrations, certificates, variances, and fixtures on the Land, similar rights including without limitation the existing office building commonly known as “The Ferncroft Corporate Centermemberships of the Sellers in the Automobile Competition Committee for the United States, 35 Village Road,” FIA, Inc. (collectively ACCUS) and Federation Internationale de l'Automobile (FIA); (i) All accounts receivable of the “Building,” and together with Sellers (A) accruing after the Land, the “Real Property”); (iii) Seller’s right, title and interest in and date hereof other than those relating exclusively to the leases2003 CART racing season and (B) relating exclusively to the 2004 CART racing season or later season and (ii) the Note dated June 10, occupancy agreements2003, made by Sports Car Racing Association of Monterey Peninsula in favor of CART; (g) All books, records, files and papers of CART, and of Championship to the extent Championship has any books, records, files or licenses affecting papers, necessary or useful to the Real Property business of CART, whether in hard copy or any part thereof together with any amendments of any of the foregoing or any related agreements creating ongoing obligations of the parties thereto which are listed on Exhibit B (the “Schedule of Leases”) and any New Leases entered into pursuant to Section 19.8 (collectively the “Leases”); (iv) all furnitureelectronic format, furnishingsincluding customer lists, fixturessupplier lists, equipment and other tangible personal property owned by Sellervolunteer lists, located on the Real Property and used solely in connection therewith (the “Tangible Personal Property”); (v) all right, title and interest of Seller under any and all maintenance, service, leasing, brokeragesponsor contracts, advertising and promotional materials, production records and other like contracts records; all deeds and agreements with respect other instruments, maps, and profiles; all engineering data, blueprints and other property records; and all personnel records that may be transferred under applicable law; provided, however, that Seller may make and retain copies of any records transferred to Sub, provided, however, that no Seller shall be obligated to include in such records any documents which are subject to its attorney-client privileges, the ownership and operation disclosure of which such Seller reasonably deems is inappropriate; provided, further, that Sub shall make any records transferred to it by CART reasonably available to CART or any trustee that may be appointed in the Chapter 11 Case (or any case resulting from conversion of the Real Property (collectively the “Service Contracts”); and (viChapter 11 Case) all right, title and interest of Seller in and to all studies, surveys, plans, drawings, specifications, reports, contracts, warranties, approvals, licenses, permits, certificates, design approvals, and variances relating to the Land or the Building, to the extent reasonably necessary and in Seller’s possession and transferable without cost a manner designed to Seller, all minimize disruption to the extent applicable business operations of Sub; and (h) All of the outstanding capital stock (the "Acquired Stock") of CART Licensed Products, Inc., a Michigan corporation ("CLP") and Pro-Motion Agency, Ltd., an Illinois Corporation ("Pro-Motion"). Seller shall sell, transfer, assign, convey and deliver the Assets to the period from and after the Closing (as hereinafter defined), except as expressly set forth to the contrary Sub in accordance with this Agreement (collectively “Development Materials”) (the Land, the Building, Tangible Personal Property, the Service Contracts, the Leases, the Development Materials free and such other rights and interests described above being collectively referred to herein as the “Property”). Purchaser acknowledges that Seller does not own (a) the UPS and Liebert units, telecommunications equipment and other fixtures located in the premises leased to Verizon Directories Services – East Inc. successor to Verizon Information Services Inc. (“Verizon”) and (b) the telecommunications equipment owned by Verizon New England Inc. located in the common telephone equipment room on the 4th floor clear of the Building and, to the extent owned by Verizon New England Inc., all cables, wires and other equipment and apparatus used to distribute telecommunications services to such common telephone equipment room from outside of the Building and within the BuildingEncumbrances.

The Sale. Upon the terms and subject to the terms and satisfaction of the conditions of contained in this Agreement, Seller agrees at the Closing, Sellers agree to sell sell, assign, convey, transfer and convey deliver to Purchaser, Purchaser and Purchaser agrees to purchase purchase, acquire and accept from Seller Sellers, free and clear of all Encumbrances (i) those certain parcels of land in the Town of Middleton, Essex County (South), Commonwealth of Massachusetts, which parcels are more particularly described in Exhibit A attached hereto, together with all right, title and interest of Seller in and to any land lying in the bed of any streets, alleys, or rights-of-way (open) adjacent or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises (collectively the “Land”), (iiother than Permitted Encumbrances) all buildings, garages, improvements, structures and fixtures on the Land, including without limitation the existing office building commonly known as “The Ferncroft Corporate Center, 35 Village Road,” (collectively the “Building,” and together with the Land, the “Real Property”); (iii) Seller’s of Sellers' right, title and interest in and to all of the leasesbusiness, occupancy agreementsproperties, assets, goodwill and rights of Sellers primarily related to the Business of whatever kind or licenses affecting nature, tangible or intangible, other than the Real Property Excluded Assets (collectively, the "Purchased Assets"), including, without limitation: (a) all of Sellers' service, repair, maintenance, installation and modernization contracts and agreements of the Business, including any amendments and supplements, modifications or side letters thereto and any part thereof other agreements related to work performed by Sellers in connection with the Business whether or not such contracts or agreements are valid or expired by their terms (collectively, the "Assumed Contracts"); (b) the leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of Sellers in real property primarily relating to the Business (the "Assumed Leases"); (c) the furniture, equipment, machinery, supplies, vehicles, tools, personal property, fixtures and other tangible property owned, used, leased or licensed by Sellers and primarily relating to the Business; (d) all vehicle and equipment leases of the Business; (e) all accounts receivable of the Business as of the date of the Final Preceding Month End Balance Sheet and all accounts receivable of the Business arising between the date of the Preceding Month End Balance Sheet and the Closing Date; (f) the Inventory of the Business; (g) the Books and Records of the Business residing at the branches, the Head Office and in the locations occupied by the Business at the facilities partially utilized by the Business listed on Schedule 2.2(h) of Sellers Disclosure Schedule (the "Partially Utilized Facilities"), except for all (i) personnel and related human resources records with respect to employees of the Business as of the Closing Date, including Employees and former employees and (ii) payroll and sales and use Tax records ((i) and (ii), the "Excluded Records"); (h) the operating manuals of the Business; (i) all petty cash of the Business maintained at the branches, the Head Office xxx the Partially Utilized Facilities, in any event not to exceed twelve thousand dollars ($12,000) in the aggregate for all such facilities (the "Petty Cash"); (j) the know-how (including all xxxxxial documentation relating thereto in existence as of the Closing Date) and, to the extent existing, the trade secrets, technology and inventions, related to the Business; (k) to the extent existing, the patents (including all reissues, divisions, continuations and extensions of such patents), patent applications, trade names, trademarks, service marks, trademark or service mark registrations and registration applications, product designations, xxoduct and service goodwill, trade dress, copyrights, license rights, computer software, specifications, data, logos, slogans, and designs together with any amendments all registrations and applications relating primarily to the Business, except for the Excluded Marks; (l) all rights under warranties, representations and guarantees made by suppliers, manufacturers or contractors in connection with the operation of the Business or affecting any of the foregoing or any related agreements creating ongoing obligations of the parties thereto which are listed on Exhibit B Purchased Assets; (the “Schedule of Leases”) and any New Leases entered into pursuant to Section 19.8 (collectively the “Leases”); (ivm) all furniturePermits relating primarily to the Business as set forth on Schedule 2.1(m) of Sellers Disclosure Schedule; (n) to the extent assignable, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Real Property and used solely in connection therewith (the “Tangible Personal Property”); (v) all right, title and interest of Seller in and under any fidelity, performance and all maintenance, service, leasing, brokerage, advertising and other like contracts and agreements with respect to the ownership and operation surety bonds of the Real Property Business, including those relating to specific jobs of the Business involving sub-contractors performing work for the Business (collectively the “Service Contracts”"Performance Bonds"); and ; (vio) the employment agreements listed on Schedule 2.1(o) of Sellers Disclosure Schedule (the "Elevator Executive Agreements"); (p) the employment agreements listed on Schedule 2.1(p) of Sellers Disclosure Schedule, except for the SERP arrangement described thereon (the "Elevator Personnel Agreements"); (q) all right, title and interest of Seller in and to all studies, surveys, plans, drawings, specifications, reports, contracts, warranties, approvals, licenses, permits, certificates, design approvals, and variances goodwill relating to the Land Business; (r) all post office boxes, telephone numbers, answering service numbers, Internet sites and the domain name amtechelevatorservices.com, and other communication codes, numbers or xxxxxxx xxxx xx xxxxxxxxxx with the Building, to Business; and (s) any other assets primarily used by Sellers in the extent in Seller’s possession and transferable without cost to Seller, all to the extent applicable to the period from and after Business on the Closing (Date that are not specifically listed above or identified as hereinafter defined), except as expressly set forth to the contrary in this Agreement (collectively “Development Materials”) (the Land, the Building, Tangible Personal Property, the Service Contracts, the Leases, the Development Materials and such other rights and interests described above being collectively referred to herein as the “Property”). Purchaser acknowledges that Seller does not own (a) the UPS and Liebert units, telecommunications equipment and other fixtures located in the premises leased to Verizon Directories Services – East Inc. successor to Verizon Information Services Inc. (“Verizon”) and (b) the telecommunications equipment owned by Verizon New England Inc. located in the common telephone equipment room on the 4th floor of the Building and, to the extent owned by Verizon New England Inc., all cables, wires and other equipment and apparatus used to distribute telecommunications services to such common telephone equipment room from outside of the Building and within the BuildingExcluded Assets.