Exhibit 10.31


 


COMMERCIAL ASSOCIATION OF REALTORS® OREGON/SW
WASHINGTON

PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY
 (Oregon Commercial Form)


 


AGENCY ACKNOWLEDGMENT


 


	
   

  	
  Buyer shall execute this Acknowledgment concurrent with the execution
  of the Agreement below and prior to delivery of that Agreement to Seller.
  Seller shall execute this Acknowledgment upon receipt of the Agreement by
  Seller, even if Seller intends to reject the Agreement or make a
  counter-offer. In no event shall Seller’s execution of this Acknowledgment
  constitute acceptance of the Agreement or any terms contained therein.

  
	
   

  	
   

  
	
   

  	
  Pursuant to the requirements of Oregon Administrative Rules (OAR
  863-015-0215), both Buyer and Seller acknowledge having received the Oregon
  Real Estate Agency Disclosure Pamphlet, and by execution below acknowledge
  and consent to the agency relationships in the following real estate purchase
  and sale transaction as follows:

  
	
   

  	
   

  
	
   

  	
  (a)                                  x
  (agent name) Steve Marcy of  Integrated
  Corporate Property Services (firm) (Selling Licensee) is the agent of
  (check one): o
  Buyer exclusively; x
  Seller exclusively; o
  both Seller and Buyer (“Disclosed Limited Agency”)

  
	
   

  	
   

  
	
   

  	
  (b)                                 x
  (agent name) Mark Childs of Integrated Corporate Property Services
  (firm) (Listing Licensee) is the agent of (check one): x
  Buyer exclusively; o
  Seller exclusively; o
  both Seller and Buyer (“Disclosed Limited Agency”).

  
	
   

  	
   

  	
   

  
	
   

  	
  If the name of the same real estate firm appears in both Paragraphs (a) and
  (b) above, Buyer and Seller acknowledge that a principal broker of that
  real estate firm shall become the Disclosed Limited Agent for both Buyer and
  Seller, as more fully set forth in the Disclosed Limited Agency Agreements
  that have been reviewed and signed by Buyer, Seller and the named real estate
  licensee(s).

  



 


ACKNOWLEDGED


 


	
  Buyer:  (print) 

  	
  Carlyle Invest Co.

  	
   

  	
  (sign)

  	
   

  	
   

  	
  Date: 

  	
  11/8/07

  
	
  Buyer:  (print)

  	
   

  	
   

  	
  (sign)

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Seller:  (print)

  	
   

  	
   

  	
  (sign)

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Seller:  (print)

  	
   

  	
   

  	
  (sign)

  	
   

  	
   

  	
  Date:

  	
   

  



 


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY


 


	
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  Dated:

  	
  November 5, 2007

  	
   

  
	
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  BETWEEN:

  	
  Credence Systems Corporation, a Delaware Corporation

  	
   

  
	
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  (“Seller”) 

  	
   

  
	
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  Address: 

  	
  1421 California Circle, Milpitas, CA 95035

  	
   

  
	
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  AND:

  	
  Carlyle Investment Co, and/or its Assigns

  	
  (“Buyer”)

  
	
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  Address: 

  	
  621 SW Alder St, Suite 605, Portland,
  OR 97205

  	
   

  
	
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  Buyer offers to buy and acquire from Seller (i) the real
  property and all improvements thereon commonly known as approximately
  183,484 square feet comprised of two (2) buildings and

  
	
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©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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  located at 5800 and 5825 NW Pinefarm Place  in the City of Hillsboro, County of Washington.  Oregon legally described on Exhibit A,
  attached hereto and incorporated herein by reference (the “Property”) and
  [check box if applicable o],
  (B) all of Seller’s right, title and interest in and to certain lease(s) by
  which the Property is domised as described on attached hereto and
  incorporated herein by reference (the “Leases”).  If no legal description is attached, Buyer
  and Seller will attach a legal description upon receipt and reasonable approval
  by both parties of the Preliminary Commitment or, if applicable, the Survey.
  As partial consideration for the assignment of the Lease(s) to Buyer, at
  the Closing (as defined in Section 7 hereof)  Buyer shall assume all of the obligations
  of the Lessor under the Lease which first accrue on or after the Closing Date
  (as defined in said Section 7). 
  The parties shall accomplish such assignment and assumption by
  executing and delivering to each other through Escrow an Assignment of
  Lessor’s Interest Under Lease substantially in the form of attached hereto
  (the “Assignment”).  The occupancy of
  the Property by the Lessees under such Leases are hereinafter sometimes
  referred to as the “Tenancles”.

  
	
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  1.             Purchase Price.  The
  total purchase price is Twenty One Million dollars ($21,000,000)
  (the “Purchase Price”) payable as follows: all cash at closing.

  
	
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  1.1.          Earnest Money
  Deposit.  Upon execution of this Agreement, Buyer shall deliver
  to the Escrow Holder as defined in herein, for the account of Buyer $250,000
  as earnest money Deposit to be increased to $500,000 after thirty (30) day
  due diligence period which commences upon execution of the Agreement (the
  “Earnest Money”) in the form of o
  cash or o check or x
  promissory note (the “Note”) the Earnest Money is in the form of a check
  being held un-deposited by the o
  Listing o Selling Firm. It
  shall be deposited no later than 5 PM Pacific Time three days after execution
  of the Agreement by Buyer and Seller in the o
  Listing o Selling Firm’s Clients’
  Trust Account o
  to the Escrow (as hereinafter defined). 
  If the Earnest Money is in the form of the Note, it shall be due and
  payable no later than 5 PM Pacific Time one day o
  after execution of this Agreement by Buyer and Seller or x
  after satisfaction or waiver by Buyer of the conditions to Buyer’s obligation
  to purchase the Property set forth in this Agreement or o
  Other:               .  If the Note is not redeemed and paid in
  full when due, then (i) the Note shall be delivered and endorsed to Seller
  (i) not already in Seller’s possession), (ii) Seller may collect
  the Earnest Money from Buyer, either pursuant to an action on the Note or an
  action on this Agreement, and (iii) Seller shall have no further
  obligations under this Agreement.  The
  purchase and sale of the Property shall be accomplished through an escrow
  (the “Escrow”) which Seller has established or will establish with Fidelity
  National Title, 900 SW Fifth Avenue, Portland, OR 97204 (the “Title
  Company) and the Earnest Money shall be deposited with x
  Title Company or o
  Other:

   

  The Earnest Money shall be applied to the payment of the purchase
  price for the Property at Closing.  Any
  interest earned on the Earnest Money shall be considered to be part of the
  Earnest Money.  The Earnest Money shall
  be returned to Buyer in the event any condition to Buyer’s obligation to
  purchase the Property shall fall to be satisfied or waived through no fault
  of Buyer.

   

  2.             Conditions to
  Purchase.  Buyer’s obligation to purchase the Property is
  conditioned on the following:  o none or x
  Buyer’s approval of the results of (i) the Property inspection described
  in Section 3 below and (ii) the document review described in Section 4
  and (iii) (describe any other condition) Buyer and Seller entering
  into a mutually acceptable Lease per the terms and conditions outlined in Section 24.
  If for any reason in Buyer’s sole discretion, Buyer has not given written
  waiver of these conditions, or stated in writing that these conditions have
  been satisfied, by written notice given to Seller within 30 days (for

  
	
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©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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  general due diligence). Seller, this
  Agreement shall be deemed automatically terminated, the Earnest Money shall
  be promptly returned to Buyer, and thereafter, except as specifically
  provided to the contrary herein, neither party shall have any further right
  or remedy hereunder.

   

  3.             Property
  Inspection. Seller shall permit Buyer and its agents, at Buyer’s sole
  expense and risk, to enter the Property at reasonable times after reasonable
  prior notice to Seller and after prior notice to the tenants of the Property
  as required by the tenants’ leases, if any, to conduct any and all
  inspections, tests, and surveys concerning the structural condition of the
  improvements, all mechanical, electrical and plumbing systems, hazardous
  materials, pest infestation, solls conditions, wetlands, Americans with
  Disabilities Act compliance, and all other matters affecting the suitability
  of the Property for Buyer’s intended use and/or otherwise reasonably related
  to the purchases of the Property including the economic feasibility of such
  purchase. Buyer shall indemnify, hold harmless, and defend Seller from all
  liens, costs, and expenses, including reasonable attorneys’ fees and experts’
  fees, arising from or relating to Buyer’s entry on and inspection of the
  Property. This agreement to indemnify, hold harmless, and defend Seller shall
  survive closing or any termination of this Agreement.

  
	
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  4.             Seller’s
  Documents. Within 7 days after the Execution Date, Seller shall
  deliver to Buyer, at Buyer’s address shown below, legible and complete copies
  of the following documents and other items relating to the ownership,
  operation, and maintenance of the Property, to the extent now in existence
  and to the extent such items are within Seller’s possession or control: all
  documents, reports, and drawings related to The Property.

  
	
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  5.             Title
  Insurance. Within 10 days after the Execution Date, Seller shall
  open the Escrow with the Title Company and deliver to Buyer a preliminary
  title report from the Title Company (the “Preliminary Commitment”), showing
  the status of Seller’s title to the Property, together with complete and
  legible copies of all documents shown therein as exceptions to title
  (“Exceptions”). Buyer shall have 5 days after receipt of a copy of the
  Preliminary Commitment and Exceptions within which to give notice in writing
  of Seller of any objection to such title or to any liens or encumbrances
  affecting the Property. Within 5 days after the date of such notice
  from Buyer, Seller shall give Buyer written notice of whether it is willing
  and able to remove the objected-to Exceptions. Within 5 days after the
  date of such notice from Seller, Buyer shall elect whether to (i) purchase
  the Property subject to those objected-to Exceptions which Seller is not
  willing or able to remove or (ii) terminate this Agreement. On or before
  the Closing Date (defined below), Seller shall remove all Exceptions to which
  Buyer objects and which Seller agrees Seller is willing and able to remove.
  All remaining Exceptions set forth in the Preliminary Commitment and agreed
  to by Buyer shall be deemed “Permitted Exceptions.” The little insurance
  policy to be delivered by Seller to Buyer at Closing shall contain no
  Exceptions other than the Permitted Exceptions, any Exceptions caused by
  Buyer and the usual preprinted Exceptions contained in an owner’s standard
  ALTA form title insurance policy.

   

  6.             Default;
  Remedies. Notwithstanding anything to the contrary contained in this
  Agreement, in the event Buyer fails to deposit the Earnest Money Deposit in
  Escrow strictly as and when contemplated under Section 1.1 above, Seller
  shall have the right at any time thereafter to terminate this Agreement and
  all further rights and obligations hereunder by

  
	
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©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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  giving written notice thereof to Buyer. If the conditions, if any, to
  Buyer’s obligation to consummate this transaction are satisfied or waived by
  Buyer and Buyer nevertheless fails, through no fault of Seller, to close the
  purchase of the Property, Seller’s sole remedy shall be to retain the Earnest
  Money paid by Buyer. In the event Seller fails, through no fault of Buyer, to
  close the sale of the Property, Buyer shall be entitled to pursue any
  remedies available at law or in equity, including without limitation, the
  remedy of specific performance. In no event shall Buyer be entitled to
  punitive or consequential damages. If any, resulting from Seller’s failure to
  close the sale of the Property.

   

  7.             Closing of
  Sale  Buyer and Seller agree the
  sale of the Property shall be closed x
  on or before December 28, 2007 or o
  days after the Execution Date (the “Closing Date”) in the Escrow. The sale
  shall be deemed “closed” when the document(s) conveying title to the
  Property is recorded and the Purchase Price (increased or decreased, as the
  case may be, by the net amount of credits and debits in Seller’s account at
  Closing made by the Escrow Holder pursuant to the terms of this Agreement) is
  disbursed to Seller. At Closing, Buyer and Seller shall deposit with the
  Title Company all documents and funds required to close the transaction in
  accordance with the terms of this Agreement. At Closing, Seller shall deliver
  a certification in a form approved by Buyer that Seller is not a “foreign
  person” as such term is defined in the Internal Revenue Code and the Treasury
  Regulations promulgated under the Internal Revenue Code. If Seller is a
  foreign person and this transaction is not otherwise exempt from FIRPTA
  regulations, the Title Company shall be instructed by the parties to withhold
  and pay the amount required by law to the Internal Revenue Services. At
  Closing, Seller shall convey fee simple title to the Property to Buyer by x
  statutory warranty deed or o
  (the “Deed”)
              . If
  this Agreement provides for the conveyance by Seller of a vendoe’s interest
  in the Property by a contract of sale, Seller shall deposit with the Title
  Company (or other mutually acceptable escrow) the executed and acknowledged
  Deed, together with written instructions to deliver such deed to Buyer upon
  payment in full of the purchase price. At Closing, Seller shall pay for and
  deliver to Buyer a standard ALTA form owner’s policy of title insurance (the
  “Policy”) in the amount of the Purchase Price insuring fee simple title to
  the Property in Buyer subject only to the Permitted Exceptions and the
  standard preprinted exceptions contained in the Policy.

   

  8.             Closing Costs;
  Prorates. Seller shall pay the premium for the Policy. Seller and Buyer
  shall each pay one-half of the escrow fees charged by the Title Company, any
  excise tax, and any transfer tax. Real property taxes for the tax year in
  which the transaction is closed, assessments (if a Permitted Exception),
  personal property taxes, rents and other Lessee charges arising from existing
  Tenancies paid for the month of Closing, interest on assumed obligations, and
  utilities shall be prorated as of the Closing Date. Prepaid rents, security
  deposits, and other unearned refundable deposits regarding the Tenancies
  shall be assigned and delivered to Buyer at Closing. x
  Seller o Buyer o N/A shall be
  responsible for payment of all taxes. Interest, and penalties, if any, upon
  removal of the Property from any special assessment or program.

   

  9.             Possession.
  Buyer shall be entitled to exclusive possession of the Property, subject to
  the Tenancies existing as of the Closing Date, x
  on the Closing Date or o            .

   

  10.           Condition of
  Property. Seller represents that, to the best of Seller’s knowledge
  without specific inquiry, Seller has received no written notices of violation
  of any laws, codes.

  
	
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©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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  rules,
  or regulations applicable to the Property (“Laws”), and Seller is not aware
  of any such violations or any concealed material defects in the Property
  which cost more than $N/A to repair or correct. Risk of loss or damage
  to the Property shall be Seller’s until Closing and Buyer’s at and after
  Closing. No agent of Buyer or Seller has made any representations regarding
  the Property. BUYER AND SELLER AGREE THAT THE REAL ESTATE LICENSEES NAMED IN
  THIS AGREEMENT HAVE MADE NO REPRESENTATIONS TO ANY PARTY REGARDING THE
  CONDITION OF THE PROPERTY, THE OPERATIONS ON OR INCOME FROM THE PROPERTY, THE
  TENANCIES, OR WHETHER THE PROPERTY OR THE USE THEREOF COMPLIES WITH LAWS.
  Except for Seller’s representations set forth in this section 10, Buyer shall
  acquire the Property “as is” with all faults and buyer shall rely on the
  results of its own inspection and investigation in Buyer’s acquisition of the
  Property. It shall be a condition of Buyer’s obligation to close, and of
  Seller’s right to retain the Earnest Money as of Closing, that all of the
  Seller’s representations and warranties stated in this Agreement are
  materially true and correct on the Closing Date. Seller’s representations and
  warranties stated in this Agreement shall survive Closing for one (1) year.

   

  11.           Personal Property.  This sale includes the following personal
  property: x  N/A or  ̈ the personal property located on and used in
  connection with the Property and owned by Seller which Seller shall itemize
  in a schedule. Seller shall deliver to Buyer such schedule
  within        days after the Execution
  Date. Seller shall convey all personal property owned by Seller on or in the
  Property to Buyer by executing and delivering to Buyer at Closing through
  Escrow a Bill of Sale substantially in the form of Exhibit C
  attached hereto and incorporated herein by reference (the “Bill of Sale”).

   

  12.           Notices.  Unless otherwise specified, any notice
  required or permitted in, or related to, this Agreement must be in writing
  and signed by the party to be bound. Any notice will be deemed delivered (i) when
  personally delivered or delivered by facsimile transmission (with electronic
  confirmation of delivery), or (ii) on the day following delivery of the
  notice by reputable overnight courier, or (iii) three (3) days
  after mailing in the U.S. malls, postage prepaid, by the applicable party in
  all events, to the address of the other party shown in this Agreement, unless
  that day is a Saturday, Sunday, or legal holiday, in which event it will be
  deemed delivered on the next following business day. If the deadline under
  this Agreement for delivery of a notice or payment is a Saturday, Sunday, or
  legal holiday such last day will be deemed extended to the next following
  business day.

   

  13.           Assignment.  Buyer  ̈ may not assign  ̈ may assign x may assign, only if the assignee is an
  entity owned and controlled by Buyer (may not assign, if no box is checked)
  this Agreement or Buyer’s rights under this Agreement without Seller’s prior
  written consent. If Seller’s consent is required for assignment, such consent
  may be withheld in Seller’s reasonable discretion. Purchaser
  is Licensed Real estate broker in Oregon.

   

  14.           Attorneys’ Fees.  In the event a suit, action, arbitration,
  or other proceeding of any nature whatsoever, including without limitation
  any proceeding under the U.S. Bankruptcy Code, is instituted, or the services
  of an attorney are retained, to interpret or enforce any provision of this
  Agreement or with respect to any dispute relating to this Agreement, the
  prevailing party shall be entitled to recover from the losing party its
  attorneys’, paralegals’, accountants’, and other experts’ fees and all other fees,
  costs, and expenses actually incurred and reasonably necessary in connection
  therewith (the “Fees”). In the event of suit, action, arbitration, or other
  proceeding, the amount of Fees shall be determined by the judge or

  



 


©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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  arbitrator, shall include all costs and expenses incurred on any
  appeal or review, and shall be in addition to all other amounts provided by
  law.

   

  15.           Statutory Land
  Use Disclaimer and Measure 37 Disclosure. 
  THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A
  FIRE PROTECTION DISTRICT PROTECTING STRUCTURES.  THE PROPERTY IS SUBJECT TO LAND USE LAWS
  AND REGULATIONS, WHICH, IN FARM AND FOREST ZONES, MAY NOT AUTHORIZE
  CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING
  OR FOREST PRACTICES AS DEFINED IN ORS 30,930 IN ALL ZONES, BEFORE SIGNING OR
  ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE
  ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER CHAPTER 1, OREGON LAWS 2005 (BALLOT
  MEASURE 37 (2004)).  BEFORE SIGNING OR
  ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY
  SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO
  VERIFY APPROVED USES, THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND THE
  RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER CHAPTER 1, OREGON LAWS
  2005 (BALLOT MEASURE 37 (2004)).

   

  16.           Cautionary
  Notice About Liens.  UNDER CERTAIN
  CIRCUMSTANCES, A PERSON WHO PERFORMS CONSTRUCTION-RELATED ACTIVITIES MAY CLAIM
  A LIEN UPON REAL PROPERTY AFTER A SALE TO THE PURCHASER FOR A TRANSACTION OR
  ACTIVITY THAT OCCURRED BEFORE THE SALE. 
  A VALID CLAIM MAY BE ASSERTED AGAINST THE PROPERTY THAT YOU ARE
  PURCHASING EVEN IF THE CIRCUMSTANCES THAT GIVE RISE TO THAT CLAIM HAPPENED
  BEFORE YOUR PURCHASE OF THE PROPERTY. 
  THIS INCLUDES, BUT IS NOT LIMITED TO, CIRCUMSTANCES WHERE THE OWNER OF
  THE PROPERTY CONTRACTED WITH A PERSON OR BUSINESS TO PROVIDE LABOR, MATERIAL,
  EQUIPMENT OR SERVICES TO THE PROPERTY AND HAS NOT PAID THE PERSONS OR
  BUSINESS IN FULL.

   

  17.           Miscellaneous.  Time is of the essence of this
  Agreement.  The facsimile transmission
  of any signed document including this Agreement, in accordance with Paragraph
  12, shall be the same as delivery of an original.  At the request of either party, the party
  delivering a document by facsimile will confirm facsimile transmission by
  signing and delivering a duplicate original document.  This Agreement may be executed in two or
  more counterparts, each of which shall constitute an original and all of
  which together shall constitute one and the same Agreement.  This Agreement contains the entire
  agreement and understanding of the parties with respect to the subject matter
  of this Agreement and supersedes all prior and contemporaneous agreements
  between them with respect thereto. 
  Without limiting the provisions of Section 13 of this Agreement,
  this Agreement shall be binding upon and shall inure to the benefit of the
  parties and their respective successors and assigns. The person signing this
  Agreement on behalf of Buyer and the person signing this Agreement on behalf
  of Seller each represents, covenants and warrants that such person has full
  right and authority to enter into this Agreement and to bind the party for
  whom such person signs this Agreement to the terms and provisions of this
  Agreement.  This Agreement shall not be
  recorded unless the parties otherwise agree.

   

  18.           Addendums;
  Exhibits.  The following named
  addendums and exhibits are attached to this Agreement and incorporated within
  this Agreement:  o none or Exhibit A.

  



 


©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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  19.           Time for
  Acceptance.  Seller has until 5:00 p.m. Pacific Time on Tuesday,
  November 6, 2007 to accept this offer. Acceptance is not effective
  until a copy of this Agreement which has been signed and dated by Seller is
  actually received by Buyer. If this offer is not so accepted, it shall expire
  and the Earnest Money shall be promptly refunded to Buyer and thereafter, neither
  party shall have any further right or remedy against the other.

   

  20.           Seller’s
  Acceptance and Brokerage Agreement.  By execution of this
  Agreement, Seller agrees to sell the Property on the terms and conditions in
  this Agreement. Seller further agrees to pay a commission to Integrated
  Corporate Property Services (“Broker”) in the total amount computed in
  accordance with (i) the listing agreement or other commission agreement
  dated October 9, 2006 between Seller and Broker; or (ii) if
  there is no written commission agreement, Seller hereby agrees to pay a
  commission of o              percent
  (           %) of the
  purchase price or o $             .
  Seller and Broker agree that the commission is deemed earned as of the
  earlier of (i) Closing or (ii) the date Buyer waives all conditions
  precedent to Closing as set forth in this Agreement. Unless otherwise
  provided in a separate written agreement, Seller shall cause the Escrow
  Holder to deliver to Broker the real estate commission on the Closing Date or
  upon Seller’s breach of this Agreement, whichever occurs first. If the
  Earnest Money is forfeited and retained by Seller in accordance with this
  Agreement, in addition to any other rights the Broker may have, the Broker
  shall be entitled to the lesser of (A) fifty percent (50%) of the
  Earnest Money or (B) the commission agreed to above, and Seller hereby
  assigns such amount to the Broker.

   

  21.           Execution Date.  The
  Execution Date is the later of the two dates shown beneath the parties’
  signatures below.

   

  22.           Governing Law.  This
  Agreement is made and executed under, and in all respects shall be governed
  and construed by the laws of the State of Oregon.

   

  23.           The Buyer and
  Seller agree to cooperate with the other party in completing an exchange
  qualifying for nonrecognition of gain under Internal Revenue Code Section 1031.
  The Buyer and Seller reserve the right to convert this transaction to an
  exchange at any time before the closing date. The Seller and the Buyer agree,
  however, that consummation of the transaction contemplated by this agreement
  is not predicated or conditioned on completion of such on exchange. If either
  the Buyer or Seller elects to complete an exchange, the other party shall
  execute all documents, agreements, or instruments reasonably requested by the
  Exchanging party to complete the exchange. Neither party shall incur
  additional liabilities, expenses, or costs as a result of or connected with
  the exchange.

   

  24.           Lease Back,
  Office:  Seller shall lease back the office building for a
  period of two (2) years from the date of closing at $1.15/SF NNN. During
  the term of the lease, Seller shall be limited to a security deposit of one
  month’s payable base rent. Seller (Tenant) shall have the right to Sublease
  which the Buyer (Landlord) shall not unreasonably withhold.

   

  25.           Flex:  Seller
  shall lease back the flex building for a period of two (2) years from
  the date of closing at $0.85/SF NNN. During the term of the lease, Seller
  shall be limited to a security deposit of one month’s payable base rent.
  Seller (Tenant) shall have the right to Sublease which the Buyer (Landlord)
  shall not unreasonably withhold.

  



 


©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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  26.           CONSULT YOUR
  ATTORNEY.  THIS DOCUMENT HAS BEEN
  PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR REVIEW AND APPROVAL PRIOR TO
  SIGNING.  NO REPRESENTATION OR
  RECOMMENDATION IS MADE BY THE COMMERCIAL ASSOCIATION OF REALTORS® OREGON/SW
  WASHINGTON OR BY THE REAL ESTATE LICENSEES INVOLVED WITH THIS DOCUMENT AS TO
  THE LEGAL SUFFICIENCY OR TAX CONSEQUENCES OF THIS DOCUMENT.

   

  THIS FORM SHOULD NOT BE MODIFIED WITHOUT SHOWING SUCH
  MODIFICATIONS BY REDLINING, INSERTION MARKS, OR ADDENDA.

  
	
   9

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  Buyer 

  	
  Carlyle Investments and/or Assigns

  	
   

  	
  Buyer 

  	
  Credence Systems Corp.

  
	
  11

  	
  By

  	
  R. Barry Menashe

  	
   

  	
  By

  	
  Joy Leo

  
	
  12

  	
  Title

  	
   

  	
   

  	
  Title

  	
   

  
	
  13

  	
  Execution Date

  	
  11-8-2007

  	
   

  	
  Execution Date

  	
   

  
	
  14

  	
  Time of Execution

  	
   

  	
   

  	
  Time of Execution

  	
   

  
	
  15

  	
  Home Phone

  	
   

  	
   

  	
  Home Phone

  	
   

  
	
  16

  	
  Office Phone

  	
   

  	
   

  	
  Office Phone

  	
   

  
	
  17

  	
  Address 

  	
  621 SW Alder Suite 605

  	
   

  	
  Address 

  	
     1421 California Circle

  
	
  18

  	
  City 

  	
  Portland, OR

  	
   

  	
  City 

  	
           Milpitas, CA

  
	
  19

  	
  Zip 

  	
  97205

  	
   

  	
  Zip 

  	
           95035

  
	
  20

  	
  Fax No.

  	
   

  	
   

  	
  Fax No.

  	
   

  
	
  21

  	
  E-Mail

  	
   

  	
   

  	
  E-Mail

  	
   

  
	
  22

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
  Signature

  	
   

  	
   

  	
  Signature

  	
   

  
																			



 


 


	
  CREDENCE LEGAL DEPARTMENT

  
	
  *******************************

  
	
  *APPROVED*

  
	
  Date:

  	
  [illegible]

  
	
  Signature:

  	
  [illegible]

  
			



 


©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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EXHIBIT A


 


LEGAL DESCRIPTION OF PROPERTY


 


To Be Provided by Title during Due Diligence


 


 


©1997 Commercial Association of REALTORS®
OREGON/SW WASHINGTON (Rev. 1/06)


PURCHASE AND SALE AGREEMENT AND RECEIPT FOR
EARNEST MONEY (OREGON)


ALL RIGHTS RESERVED


 


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