Agreement Of Purchase And Sale (Page 4 of 30) in pdf

Reports ........................................................................................... Section 4.5

Service Contracts ........................................................................... Subsection 2.1.4

Survey ............................................................................................ Section 5.2

Survival Period .............................................................................. Section 9.3

Tangible Personal Property............................................................ Subsection 2.1.3

Taxes.............................................................................................. Section 8.1

Title Commitment.......................................................................... Section 5.1

Title Policy..................................................................................... Section 5.4

ARTICLE 2 - Property

2.1

Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser,

and Purchaser agrees to purchase from Seller, the following property (collectively, the “Property”):

2.1.1

Real Property. The land described in Exhibit A attached hereto (the “Land”),

together with (i) all improvements located thereon (“Improvements”), (ii) all and singular the rights,

benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise

appertaining thereto, and (iii) without warranty, all right, title, and interest of Seller, if any, in and to all

strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining

such Land (collectively, the “Real Property”).

2.1.2

Leases. Unless Seller exercises its Lease Option set forth in Section 2.2, there

shall be no leases of the Real Property in effect as of the Closing.

2.1.3

Tangible Personal Property. All of Seller’s right, title and interest, without

warranty, in the equipment, machinery, furniture, furnishings, supplies and other tangible personal

property, if any, owned by Seller and now or hereafter located in and used in connection with the

operation, ownership or management of the Real Property, but specifically excluding any items of

personal property owned by tenants at or on the Real Property and further excluding any items of personal

property owned by third parties and leased to Seller (collectively, the “Tangible Personal Property”).

2.1.4

Intangible Personal Property. All of Seller’s right, title and interest, if any,

without warranty, in the following intangible personal property related to the Real Property and the

Improvements: (i) the plans and specifications and other architectural and engineering drawings for the

Improvements, if any (to the extent assignable without cost to Seller); (ii) contract rights related to the

operation, ownership or management of the Real Property, including maintenance, service, construction,

supply and equipment rental contracts, if any, (collectively, the “Service Contracts”) (but only to the

extent assignable without cost to Seller and Seller’s obligations thereunder are expressly assumed by

Purchaser pursuant to this Agreement); and (iii) warranties (to the extent assignable without cost to

Seller) (all of the items described in (i)-(iii) of this sentence are collectively referred to as the “Intangible

Personal Property”). It is agreed that Intangible Personal Property shall not include: (i) any trade names

or trade marks associated with the Real Property and the Improvements, including Seller’s rights and

interests, if any, in the name of the Real Property; or (ii) governmental permits, approvals and licenses; or

(iii) telephone exchange numbers.

2.2

Seller shall have the right ("Lease Option") to lease the Property from Purchaser for a

period of up to six (6) months commencing on the Closing Date at a lease rate of $25,000 per month

(Seller being responsible for all utilities). If Purchaser desires to exercise the Lease Option, on the

Closing Date, the parties shall execute a lease agreement in form satisfactory to Purchaser and Seller,

naming Seller as Tenant, and Purchaser as Landlord, providing for the Tenant to pay the Landlord a

Page

H-Earnest Money Contract

Agreement Of Purchase And Sale Page 4

Related Articles

Related forms

Related Categories