Purchase and Sale of Property. Seller hereby agrees to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with:
(a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);
(b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”);
(c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and
(d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property;
(iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.
Purchase and Sale of Property. Subject to the terms and conditions set forth in this Agreement, on the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of the following property (collectively, the “Property”):
Purchase and Sale of Property. On the terms and conditions stated in this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller all of the following described property (collectively, the “Property”):
Purchase and Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property upon and subject to the terms and conditions of this Agreement. As used in this Agreement:
Purchase and Sale of Property. In consideration of the covenants, representations and obligations of Buyer hereunder, and subject to the conditions set forth in this Agreement, Seller agrees to sell, transfer and assign, and Buyer agrees to purchase, the Property as of the date of the initial closing of the sale and issuance of the Series Interests pursuant to the offering circular (“Offering”) filed with the SEC pursuant to Regulation A, in the form previously shared with Seller (the “Effective Date”).
Purchase and Sale of Property. Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to buy and pay Seller for the Property for the Purchase Price and upon such terms and conditions as more fully set forth herein. The promises by Buyer and Seller stated in this Agreement are the consideration for the formation of this Agreement.
Purchase and Sale of Property. 1. After the Conveyance Properties are determined, Seller will exercise commercially reasonable efforts to obtain quitclaim deeds from the Ultimate Sellers conveying to Seller all of the Ultimate Seller’s interest in each of the Conveyance Properties (each such deed hereinafter referred to as an “Ultimate Deed”). Buyer shall be responsible for recording fees for recording each of the Ultimate Deeds, for any and all taxes (including but not limited to current and past due property taxes, and transfer taxes on the deed), municipal, owner’s association or private liens or encumbrances, and other costs associated with each of the Conveyance Properties or the recording of each of the Ultimate Deeds.
2. Upon receipt by Seller of each Ultimate Deed, Seller shall execute and deliver to Buyer a Quitclaim deed, in recordable form, by which Seller will convey to Buyer all of Seller’s interest in that Conveyance Property. Buyer shall record each such quitclaim deed in the appropriate public records promptly upon Xxxxx’s receipt of said quitclaim deed, and Xxxxx shall record the Ultimate Deed for that Conveyance Property if it has not been recorded by then. Buyer shall be responsible for any and all recording fees, taxes (including but not limited to current and past due property taxes, and transfer taxes on the deed), municipal, owner’s association or private liens or encumbrances, and other costs associated with each of the Conveyance Properties or the recording of each of the quitclaim deeds from Seller to Buyer. Buyer shall take title to the Conveyance Property subject to all matters of record, including, without limitation, delinquent taxes and monetary liens.
3. Seller has not and will not make any representation or warranty with respect to title to any of the Conveyance Property. If Buyer desires to obtain title insurance with respect to any Conveyance Property, Buyer shall be solely responsible for obtaining title insurance, and for the cost of such title insurance. Buyer’s obligations under this Contract are not contingent upon any particular condition of title to the Conveyance Property, or upon Xxxxx’s ability to obtain title insurance on any of the Conveyance Property.
4. If for any reason Seller has not received the Ultimate Deed for any Conveyance Property within eight (8) months after the date on which Seller notifies Buyer that Xxxxx has submitted the Winning Bid for that Property, either Buyer or Seller may, by written notice to the other, terminate th...
Purchase and Sale of Property. 2.1 Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to purchase the Property from Seller, in accordance with the terms and conditions set forth in this Purchase Contract.
Purchase and Sale of Property. (1) Bankruptcy: Seller has filed for bankruptcy protection. Any purchase and sale agreement for the sale of the Property will need to be conditioned upon the approval of the bankruptcy court.
Purchase and Sale of Property. (a) Subject to Article X, purchase and sell and engage in other transactions, including receipts and deliveries, exchanges, exercises, conversions, subscriptions, and other voluntary corporate actions, with respect to any Property, whether income producing or not.
(b) Sell or otherwise dispose of any Property held by it at any time (by any means considered reasonable by the Trustee) for cash or on credit, or partly for cash and partly on credit, and receive the consideration and grant discharges therefor.