(I) ASSIGNABLE OR TRANSFERABLE WITHOUT PENALTY OR PAYMENT BY ANY OF THE
SELLERS (UNLESS BUYER AGREES TO ASSUME RESPONSIBILITY FOR SUCH PENALTY OR
PAYMENT IN A MANNER REASONABLY ACCEPTABLE TO SELLERS) AND/OR (II) SUCH CONTRACT
RIGHTS ARE NOT BEING RETAINED ON A NON-EXCLUSIVE BASIS BY OR ON BEHALF OF ANY OF
THE SELLERS FOR CONTINUING DEVELOPMENT OF LIBERTY CENTER III, INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING:
CONSTRUCTION CONTRACTS, ARCHITECTURAL CONTRACTS,
ENGINEERING CONTRACTS, AND OTHER AGREEMENTS RELATED TO CONSTRUCTION
2
ACTIVITIES ON THE PROPERTIES THAT WILL REMAIN IN EXISTENCE AFTER THE CLOSING
(COLLECTIVELY, THE "CONSTRUCTION CONTRACTS"). SELLER WILL ASSIGN TO BUYER, AND
BUYER WILL ASSUME FROM SELLER, THE CONSTRUCTION CONTRACTS LISTED ON EXHIBIT E
PURSUANT TO THE TERMS OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT, THE FORM OF
WHICH IS SET FORTH AS EXHIBIT D.
(F)
ALL RIGHT, TITLE AND INTEREST OF SELLERS IN AND TO ANY UNPAID AWARD FOR
ANY TAKING OF ALL OR PART OF THE LAND OR THE BUILDINGS;
(G)
ALL RIGHT, TITLE AND INTEREST OF SELLERS IN AND TO ALL ASSIGNABLE
WARRANTIES AND GUARANTIES, IF ANY WITH RESPECT TO THE LAND OR THE BUILDINGS; AND
(H)
ALL RIGHT, TITLE AND INTEREST OF SELLERS IN AND TO MACHINERY, TOOLS,
EQUIPMENT, FIXTURES AND OTHER TANGIBLE PROPERTY IN, ON, ATTACHED TO, APPURTENANT
TO AND USED BY SELLERS SOLELY IN THE OPERATION OR MAINTENANCE OF, THE LAND OR
THE BUILDINGS WHICH ARE OWNED BY SELLERS INCLUDING, WITHOUT LIMITATION, ALL
INVENTORY, SUPPLIES, BUILDING MATERIALS, TOOLS, MACHINERY AND EQUIPMENT IN THE
CONDITION, AND OF THE VOLUME, AS EXISTING ON THE CLOSING DATE, IT BEING
UNDERSTOOD THAT SUCH ITEMS MAY BE IN NEED OF REPAIR, AND SELLER SHALL HAVE NO
OBLIGATION TO REPAIR THE SAME (THE "PERSONAL PROPERTY"), AND ALL RIGHT, TITLE
AND INTEREST OF SELLERS UNDER ALL EQUIPMENT LEASES RELATING TO THE OPERATION OR
MAINTENANCE OF THE LAND OR BUILDINGS, WHICH EQUIPMENT LEASES ARE LISTED ON
EXHIBIT F ATTACHED HERETO (THE "EQUIPMENT LEASES").
(I)
SUBJECT TO THE APPORTIONMENT PROVISIONS OF ARTICLE VI, THE SALE OF THE
PROPERTIES SHALL EXCLUDE (I) ALL CASH OF ANY SELLER (WHETHER ON HAND OR IN BANK
ACCOUNTS) OTHER THAN THE AFOREMENTIONED UNAPPLIED SECURITY DEPOSITS,
(II) DELINQUENT TENANT ARREARAGES AND ACCOUNTS RECEIVABLE AS OF THE CLOSING
DATE, (III) SELLERS' POLICIES OF TITLE INSURANCE, (IV) COMPUTER PROGRAMS WHICH
ARE NOT RELATED SOLELY TO THE OPERATION OF THE PROPERTIES
OR ARE NOT OWNED BY
SELLER, (V) SELLERS' RIGHTS UNDER THIS AGREEMENT, (VI) ALL PROPRIETARY OR
LICENSED COMPUTER PROGRAMS, (VII) ALL INSURANCE PROCEEDS WITH RESPECT TO EVENTS
EXISTING OR OCCURRING PRIOR TO, AND OTHER CLAIMS EXISTING ON, THE CLOSING DATE,
OTHER THAN THE PROCEEDS ASSIGNED TO BUYER PURSUANT TO ARTICLE XVI HEREOF,
(VIII) ALL BONDS, LETTERS OF CREDIT, DEPOSITS OR SIMILAR ASSURANCES POSTED WITH
GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCIES OR UTILITY COMPANIES TO SECURE
PERFORMANCE OF PUBLIC IMPROVEMENTS OR PAYMENT OBLIGATIONS TO UTILITY COMPANIES,
(IX) ANY ITEMS OF PERSONAL PROPERTY OWNED OR LEASED (FROM ANYONE OTHER THAN A
SELLER) BY EACH SELLER'S PROPERTY MANAGER AND LOCATED IN THE PROPERTY MANAGER'S
ON-SITE OR OFF-SITE PROPERTY