the phrase "without limitation".
Whenever the context may require, any defined term or pronoun used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of defined terms, pronouns or nouns shall include the plural and vice
versa. The captions of the Sections of this Agreement are for convenience only
and have no meaning with respect to this Agreement or the rights or obligations
of the parties.
References herein to "Exhibit", "Schedule", "Rider", "Article",
"Section" or "subsection" shall be deemed references to an Exhibit, Schedule,
Rider, Article, Section or subsection attached to, or, as applicable, contained
in, this Agreement.
5
MEMBERSHIP INTERESTS; PROPERTY
Seller owns one hundred percent (100%) of the membership interests (the
"Membership Interests") in MBC Realty, LLC, a Maryland limited liability company
("MBCR"), which owns all of the Property (as hereinafter defined).
Seller
hereby agrees to sell and cause to be conveyed to Buyer, and Buyer hereby agrees
to purchase from Seller, all of Seller's rights, title and interest in and to
the Membership Interests and all of the benefits accruing to the owner thereof,
including, but not limited to, MBCR's interest in the following described
property (herein collectively called the "Property"):
THE PARCEL OR PARCELS OF LAND DESCRIBED IN EXHIBIT "A" ("LAND"), TOGETHER WITH
ANY AND ALL RIGHTS, PRIVILEGES AND EASEMENTS APPURTENANT THERETO OWNED BY MBCR,
INCLUDING, WITHOUT LIMITATION, ANY AND ALL RIGHTS OF MBCR IN AND TO ALL AIR AND
DEVELOPMENT RIGHTS, ROADS, ALLEYS, EASEMENTS, STREETS AND WAYS ADJACENT TO THE
LAND, ALL APPURTENANT RIGHTS OF INGRESS AND EGRESS THERETO OR THEREFROM, ANY
STRIPS AND GORES WITHIN OR BOUNDING THE LAND AND ANY PROFITS, RIGHTS OR
APPURTENANCES PERTAINING TO THE LAND, TOGETHER WITH ALL BUILDINGS, IMPROVEMENTS
AND FIXTURES (OTHER THAN FIXTURES OWNED OR REMOVABLE BY ANY TENANT OR OTHER
PERSON PURSUANT TO A LEASE OR CONTRACT) LOCATED THEREON (COLLECTIVELY,
"IMPROVEMENTS"; THE LAND, TOGETHER WITH THE IMPROVEMENTS, THE "REAL PROPERTY");
ALL EQUIPMENT, FURNISHINGS, INVENTORY AND OTHER TANGIBLE PERSONAL PROPERTY OWNED
BY MBCR AND NOT OWNED OR REMOVABLE BY ANY TENANT OR OTHER PERSON PURSUANT TO A
LEASE OR CONTRACT, IF ANY, PLACED OR LOCATED ON THE REAL PROPERTY NOW OR PRIOR
TO CLOSING AND USED IN THE OPERATION OF THE REAL PROPERTY (THE "PERSONAL
PROPERTY");
ALL THE INTEREST OF THE LANDLORD IN ALL LEASES, ANY AND ALL CLAIMS OR RIGHTS TO
CLAIM AGAINST A TENANT UNDER ANY LEASE AND ALL SECURITY DEPOSITS PAID OR
DEPOSITED BY TENANTS IN RESPECT OF THE LEASES;
ALL OF MBCR'S RIGHTS IN AND TO ALL SERVICE, MAINTENANCE AND OPERATING CONTRACTS,
EQUIPMENT LEASES AND SIMILAR AGREEMENTS RELATING TO THE OPERATION, MAINTENANCE
AND REPAIR OF THE PROPERTY, INCLUDING SERVICE AND MAINTENANCE AGREEMENTS,
UTILITY AGREEMENTS AND OTHER CONTRACTUAL ARRANGEMENTS, ALL TO THE EXTENT ASSUMED
BY BUYER IN ACCORDANCE WITH SECTION 4.6 OF THIS AGREEMENT (COLLECTIVELY,
"CONTRACTS");
ALL OF MBCR'S RIGHTS, TITLE AND INTEREST IN AND TO ANY WARRANTIES, GUARANTIES,
ENTITLEMENTS TO USE, AND ALL OTHER PROPERTY RIGHTS AND INTERESTS RELATING TO THE
PROPERTY MADE BY OR RECEIVED FROM ANY