Real Estate PSA Definition | Law Insider
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Except as set forth on Schedule 3.11, the Purchased Assets, the Real Estate to be conveyed under the Real Estate PSA, and the real estate described in the Post Closing Leases constitute all of the assets, tangible and intangible, real or personal, of any nature whatsoever, necessary for the operation of the Business and the Dealerships in substantially the manner presently operated by the Sellers.
Except as set forth on Schedule 3.10, the Sellers, collectively, possess, or will possess as of the Closing Date, good and valid title to, or for the tangible personal property leased, a valid leasehold interest in, the Purchased Assets (which, for the avoidance of doubt, does not include the Real Estate being conveyed pursuant to the Real Estate PSA), free and clear of any Liens (other than inchoate Liens for Taxes not yet due and payable and landlord’s liens (if any) under the Real Estate Leases).
The parties agree that, to the extent of any conflict between the terms and provisions of this Agreement and the Real Estate PSA with respect to Capital Improvement Work, the terms and provisions of the Real Estate PSA shall control.
Except as expressly set forth in the Real Estate PSA with regard to certain proceeds of insurance in the case of a casualty or in Section 12.9, neither Purchaser nor its Affiliates shall have any access, right, title or interest to or in the Seller Insurance Policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Dealership, the Real Estate or any Purchased Asset.
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