|AMAZON COM INC filed this Form 10-K on 01/30/2013|
(i) mechanical systems, fixtures, machinery and equipment comprising a part of or attached to or located upon or within the Improvements; (ii) maintenance equipment, tools and furniture if any, owned by Seller and used exclusively in connection with, and located in or at, the Improvements (Hard Personal Property); (iii) site plans, surveys, plans and specifications, manuals and instruction materials, and floor plans in Sellers possession or control which relate to the Land or Improvements; (iv) the books and records which relate to ownership and operation of the Property; (v) pylons and other signs situated on or at the Land or Improvements; and (vi) other tangible personal property owned by Seller and used exclusively in connection with, and located in or on, the Land or Improvements as of the date of Closing (as defined in Section 8.1 below) (collectively, the Personal Property), a current list of Hard Personal Property is attached hereto as Schedule 1.3.
1.4 Leases and Licenses. Sellers right, title, and interest in (i) all leases with tenants leasing all or any portion of the Improvements (Leases), and (ii) to the extent assignable, Sellers right, title, and interest in all license agreements, occupancy agreements, and other similar agreements with licensees using any portion of the Improvements in effect as of the date of Closing (collectively, the Licenses), in each case to the extent the same are in effect as of the Closing Date, a current list of which is attached hereto as Schedule 1.4. A current Rent Roll is attached as Exhibit B.
1.5 Security Deposits. Sellers right, title, and interest in all security deposits held by Seller in connection with the Leases and Licenses and not applied pursuant to the terms thereof, a current list of which is attached hereto as Schedule 1.5.
1.6 Contracts. Subject to Section 6.1.3 hereof and to the extent assignable, Sellers right, title, and interest in all contracts and other agreements (other than the Leases and Licenses and the other Permitted Exceptions) related to the Land, Improvements, Personal Property, Leases, or Licenses that will remain in existence after Closing, including, without limitation, contracts or agreements relating to construction, architectural services, warranties, parking, maintenance or other supplies or services, management, utility services, or any equipment leases (collectively, the Contracts), a current list of which is attached hereto as Schedule 1.6.
1.7 Permits. Sellers right, title, and interest in all permits, licenses, certificates of occupancy, entitlements and governmental approvals that relate exclusively to the Land or Improvements, to the extent assignable (collectively, the Permits). At Closing, Seller will provide Purchaser with copies of all Permits that require renewals or ongoing inspections.
1.8 Intangibles. Sellers right, title, and interest, if any, in all names, trade names, street numbers, marks, other symbols and general intangibles, which relate exclusively to the Land or the Improvements, to the extent assignable, other than any of the same that reference Vulcan, Vulcan Real Estate, City Investors or similar names (collectively, the Intangibles).
1.9 Assumed Liabilities. Except for liabilities for which Seller has expressly agreed to indemnify Purchaser under any other provision in this Agreement, at Closing, Purchaser shall assume liabilities (a) with respect to the Property and property taxes only to the extent (i) first arising on or after the Closing Date and related to Purchasers period of ownership, or (ii) first