Purchase and Sale Clause Example from Business Contracts

Purchase and Sale. Seller is the optionee pursuant to the certain Option Agreement dated as of August 16, 2012 (the "Option Agreement"), whereby Clifford E. Hemingway ("Hemingway"), the sole owner of Shelby Health Investors, LLC, a North Carolina limited liability company ("SHI"), granted to Charles E. Trefzger, Jr. ("Trefzger") the exclusive option (the "Option") to purchase the Property (as defined below). SHI is the owner of the Property (as defined below). Trefzger has assigned all of its right, title and inte...rest under the Option Agreement to Seller pursuant to that certain Assignment of Purchase Option dated July __, 2013 (the "Option Assignment"). Seller intends to exercise and close on the Option contemporaneously with the closing of the transaction contemplated herein. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the Real Property, consisting of one (1) assisted living facility as described in Schedule 1(a) attached hereto (the "Facility") currently owned by SHI, and all right, title and interest of Seller in and to the items described in (a) through (f) herein; (b) All of the real estate on which the Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the Facility located thereon situated in the State of North Carolina (the "State"), which is described in Exhibit A attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, including but not limited to supply contracts, contracts rights, intellectual property, including but not limited to patents, trade secrets, and all rights and title to the names under which the Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the Seller in connection with the Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within the Facility; 1 (e) All trade names or other names commonly used to identify the Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such name(s) and goodwill associated with the Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the Facility, and to the extent not described above, all goodwill of Seller associated with the Facility (the items described in clauses (e) and (f) above are collectively referred to as "Intangibles"). View More