Exhibit
10.502


 


PURCHASE
AGREEMENT


 


(101
McNabb Street, Markham)


 


THIS AGREEMENT is
made this 25th ay of January, 2005.


 


BETWEEN:


 


Inland Western
Markham Limited Partnership


(the “Buyer”)


 


- and -


 


Inland Western
Markham Corp.


(the “Seller”)


 


WHEREAS the
Seller is the owner of the Assets and the parties have agreed upon the purchase
and sale of the Assets on the terms set out herein.


 


NOW THEREFORE THIS
AGREEMENT WITNESSES that, in consideration of the
covenants and agreements contained herein, the parties agree as follows:


 


ARTICLE 1
- GENERAL CONTRACT PROVISIONS


 


1.1                               Defined
Terms


 


Where used in this agreement, unless the
context otherwise requires, the following words and phrases shall have the
meanings set forth below:


 


“Assets” are
the Lease and the Property.


 


“Business Day” is
every day except Saturday, Sunday and a statutory holiday.


 


“Closing Date” is
the next Business Day after the later of the date of the registration of the
Mortgage and the advance of funds thereunder.


 


“Lease” is
the lease of the Property between the Seller, as landlord, and AMEX Canada
Inc., as tenant.


 


“Mortgage” is
the first mortgage to be registered on the Property in favour of Bank of
America, N.A. in the principal amount of $25,380,000 USD.


 





















 


“Note” is
the form of promissory note attached as schedule 2.


 


“Permitted Encumbrances” are
(a) the Lease, (b) the Mortgage, (c) the registered restrictions and municipal
agreements affecting the Property, provided such restrictions and agreements
have been fully complied with to the Closing Date and do not prevent the
existing uses of the Property, (d) easements for public utilities supplying
services to the Property, (e) the reservations in the original grant from the
Crown, and (f) minor title defects that do not materially affect the value or
existing uses of the Property.


 


“Property” is
the land and the structures situate thereon described in schedule 1.


 


“Purchase Price” is
the sum of $42,000,000 USD.


 


1.2                               Interpretation


 


Grammatical
variations of any terms defined herein shall have similar meanings. Words
importing the singular number shall include the plural and vice versa. Words
importing the masculine gender shall include the feminine and neuter genders.
The division of this agreement into separate sections, subsections and clauses,
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this agreement.


 


1.3                               Binding
Effect


 


This agreement shall enure to the benefit of
and be binding upon the parties hereto and their respective successors and
assigns.


 


1.4                               Time


 


Time shall be of the essence of this
agreement.


 


1.5                               Currency


 


All references to amounts of currency shall
be deemed to refer to United States dollars.


 


1.6                               Governing
Law


 


This agreement is executed and delivered in
the Province of Ontario and all rights and obligations in connection therewith
shall be construed in accordance with the laws of the Province of Ontario and
the laws of Canada applicable therein.


 


1.7                               Further
Assurances


 


The Seller shall at any time and from time to
time after the Closing Date at the Buyer’s Expense execute and deliver to the
Buyer such further documents or other assurances as the Buyer may reasonably
require in order to effectively vest the Assets in the Buyer or its nominee.


 


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ARTICLE 2
- PURCHASE AND SALE


 


2.1                               Agreement
to Purchase


 


Subject to the terms and provisions hereof,
the Seller shall sell the Assets to the Buyer and the Buyer shall purchase the
Assets from the Seller on the Closing Date.


 


2.2                               Payment


 


The Purchase Price shall be paid on the
Closing Date as follows:


 


(a)                                  as
to $25,380,000 by the Buyer executing and delivering the Note to the Seller;
and


 


(b)                                the Buyer shall pay to
the Seller, or as it may direct in writing, the balance of the Purchase Price
by setting off such amount against the amount owed by the Seller to the Buyer
pursuant to a loan agreement dated as of the date hereof.


 


ARTICLE 3
– TITLE


 


3.1                              Conveyance


 


The Seller shall cause a Transfer/Deed of Land
in standard Ontario form conveying good and marketable title to the Property to
be executed and delivered to the Buyer on the Closing Date free and clear of
all restrictions, charges, liens, encroachments and encumbrances save and
except for those Permitted Encumbrances that are in good standing.


 


3.2                              Planning
Act


 


This agreement shall be effective to create
an interest in the Property only if the subdivision control provisions of the
Planning Act are complied with by the Seller on or before the Closing Date. The
Seller shall proceed diligently at its own expense to obtain any necessary
consent required for the conveyance of the Property to the Buyer.


 


ARTICLE 4
- REPRESENTATIONS, WARRANTIES AND COVENANTS


 


The Seller represents, warrants and covenants
(and acknowledges that Buyer is relying upon such representations, warranties
and covenants in connection with the purchase by the Buyer of the Assets) that,
as of the date hereof and from and after the Closing Date:


 


4.1                            Incorporation


 


The Seller is duly incorporated and
subsisting and is a resident of Canada for purposes of the Income Tax Act
(Canada) with all powers, licenses, permits and rights which it requires to
carry on its business.


 


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4.2                            Authority


 


The Seller has good right and full power and
authority to execute and deliver this agreement and all other documents and
things to be executed, delivered and done by it and to incur and carry out all
obligations provided for herein. The performance of the Seller’s obligations
hereunder is not in conflict with, and does not constitute a default under, any
terms, provisions or conditions of its charter, articles or by-laws.


 


4.3                               Mortgage


 


From and after the Closing Date, the Seller shall
pay all amounts owing from time to time under the Mortgage and shall perform
all covenants so as to keep the Mortgage in good standing at all times. The
Seller acknowledges that the Note contains provisions allowing the Buyer to set
off amounts paid to the holder of the Mortgage against amounts owing under the
Note.


 


4.4                               Bulk Sales Act


 


The Seller shall indemnify the Buyer for all claims resulting from the Seller not complying with the
provisions of the Bulk Sales Act (Ontario).


 


4.5                               GST


 


The Seller is a GST registrant under the Excise Tax Act and such registration will
extend to and cover the business of the Buyer as the Seller is the general
partner of the Buyer.


 


ARTICLE 5
– CLOSING


 


5.1                           Closing Deliveries of Seller


 


On the Closing Date, the Seller shall execute and/
or deliver to Buyer or the Buyer’s Solicitors:


 


(a)                                  the Transfer/Deed of Land for the Property;
and


 


(b)                                 an indemnity in relation to the covenant of
the Seller under section 4.3.


 


5.2                           Closing Deliveries of Buyer


 


On the Closing Date, the Buyer shall execute and/or deliver
to Seller:


 


(a)                                  the Note; and


 


(b)                                 the sum due on closing pursuant to section 2.2
hereof.


 


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IN
WITNESS WHEREOF the parties have executed this agreement.


 


	
  `

  	
  INLAND WESTERN MARKHAM LIMITED

  PARTNERSHIP, by its general partner Inland

  Western Markham Corp., a New Brunswick

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Debra A. Palmer

  	
   

  
	
   

  	
   

  	
  Debra A. Palmer

  
	
   

  	
  Its:

  	
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INLAND WESTERN MARKHAM CORP., a

  New Brunswick corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Debra A. Palmer 

  	
   

  
	
   

  	
   

  	
  Debra A. Palmer, Assistant
  Secretary

  
					



 


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SCHEDULE 1


 


	
  Property Address:

  	
  101 McNabb Street, Markham, Ontario being PIN’s:

  
	
   

  	
  02990-0020 (LT)

  
	
   

  	
  02990-0068 (LT)

  
	
   

  	
  02990-0070 (LT)

  
	
   

  	
  02990-0071 (LT)

  
	
   

  	
  02990-0072 (LT)

  
	
   

  	
  02990-0076 (LT)

  
	
   

  	
  02990-0078 (LT)

  



 


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Article 3
– DEFAULT AND ACCELERATION


 


                The Debt
shall without notice become immediately due and payable at the option of Lender
if any payment reuqired in this Note is not paid prior to the tenth (10th)
day following the date when due or if not paid on the Maturity Date or on the
happening of any other Event of Default.


 


Article 4
– PAYMENTS AFTER DEFAULT


 


                Upon the
occurrence and during the continuance of an Event of Default, interest on the
outstanding principal balance of the Loan and, to the extent permitted by law,
overdue interest and other amounts due in respect of the Loan and, to the
extent permitted by law, overdue interest and other amounts due in respect of
the Loan shall accrue at a rate per annum equal to the lesser of (a) the
maximum rate permitted by applicable law, or (b) four percent (4%) above the
Note Rate (such rate, the "Default Rate").  Interest at the Default Rate shall be
computed from the occurrence of the Event of Default until the earlier of (i)
the actual receipt and collection of the Debt (or that portion thereof that is
then due) and (ii) the cure of such Event of Default.  To the extent permitted by applicable law,
interest at the Default Rate shall be added to the Debt, shall itself accrue
interest at the same rate as the Loan and shall be secured by the
Mortgage.  This Article shall not be
construed as an agreement or privilege to extend the date of the payment of the
Debt, nor as a waiver of any other right or remedy accruing to Lender by reason
of the occurrence of any Event of Default; the acceptance of any payment from
Borrower shall not be deemed to cure or constitute a waiver of any Event of
Default; and Lender retains its rights under this Note, the Loan Agreement and
the other Loan Documents to accelerate and to continue to demand payment of the
Debt upon the happening of and during the continuance any Event of Default,
despite any payment by Borrower to Lender.


 


Article 5
– PREPAYMENT


 


Except as otherwise expressly permitted by this Article 5, no voluntary
prepayments, whether in whole or in part, of the Loan or any other amount at
any time due and owing under this Note can be made by Borrower or any other
Person without the express written consent of Lender.


 


(a)            Voluntary
Prepayment. 
Borrower shall have no right to make, and Lender shall have no
obligation to accept, any voluntary prepayment, whether in whole or in part, of
any other amount under this Note at any time.


 


(b)           Involuntary
Prepayment Involuntary Prepayment.  In the event of any involuntary prepayment of
any amount under this Note, whether in whole or in part, in connection with or
following Lender's acceleration of this Note or otherwise, and whether the Mortgage
is satisfied or released by foreclosure (whether by power of sale or judicial
proceeding), deed in lieu of foreclosure or by any other means, including,
without limitation, repayment of this Note by Borrower or any other person
pursuant to any statutory or common law right of redemption, Borrower shall, in
addition to any portion of the principal balance prepaid (together with all
interest accrued and unpaid thereon and, in the event the prepayment is made on
a date other than a Scheduled Payment Date, a sum equal to the amount of
interest which would have accrued under this Note on the amount of such
prepayment if such prepayment had occurred on the next Scheduled Payment Date),
pay to Lender a prepayment premium in an amount equal to Yield Maintenance
together with, an amount equal to one percent (1%) of the portion of the Loan
being prepaid.


 


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As used herein, “Yield Maintenance” means a prepayment premium in an amount
equal to the greater of equal to the greater of (i) 1% of the portion of the
amount being prepaid, and (ii) the present value as of the Prepayment
Calculation Date of a series of monthly payments over the remaining term of
this Note through and including the Optional Prepayment Date each equal to the
amount of interest which would be due on the portion being prepaid assuming a
per annum interest rate equal to the excess of the Note Rate over the
Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, “Reinvestment Yield” means the yield
calculated by the linear interpolation of the yields, as reported in the
Federal Reserve Statistical Release H.15-Selected Interest Rates under the
heading “U.S. government securities” and the sub-heading “Treasury constant
maturities” for the week ending prior to the Prepayment Calculation Date, of
the U.S. Treasury constant maturities with maturity dates (one longer and one
equal to or shorter) most nearly approximating the Optional Prepayment Date,
and converted to a monthly compounded nominal yield. In the event Release H.15
is no longer published, Lender shall select a comparable publication to
determine the Reinvestment Yield. The “Prepayment
Calculation Date” shall mean,
as applicable, the date on which (i) Lender applies any prepayment to the
reduction of the outstanding principal amount of this Note, (ii) Lender
accelerates the Loan, in the case of a prepayment resulting from acceleration,
or (iii) Lender applies funds held under any Reserve Account, in the case of a
prepayment resulting from such an application (other than in connection with
acceleration of the Loan).


 


(c)           Insurance
Proceeds and Awards; Excess Interest. Notwithstanding
any other provision herein to the contrary, and provided no Default exists,
Borrower shall not be required to pay any prepayment premium in connection with
any prepayment to the Mortgagee by the Lender occurring solely as a result of
(i) the application of insurance proceeds or awards pursuant to the terms of
the loan documents between the Lender and the Mortgagee, or (ii) the
application of any interest in excess of the maximum rate permitted by
applicable law to the reduction of the Loan.


 


Article 6
– USURY SAVINGS


 


This Note is subject to the express condition that at no time shall
Borrower be obligated or required to pay interest on the principal balance at a
rate which could subject Lender to either civil or criminal liability as a
result of being in excess of the maximum nonusurious interest rate, if any,
that at any time or from time to time may be contracted for, taken, reserved,
charged or received on the indebtedness evidenced by this Note and as provided
for herein, under the laws of such state or states whose laws are held by any
court of competent jurisdiction to govern the interest rate provisions (such
rate, the “Maximum Legal Rate”).
If, by the terms of this Note, Borrower is at any time required or obligated to
pay interest on the principal balance due hereunder at a rate in excess of the
Maximum Legal Rate, the Note Rate or the Default Rate, as the case may be,
shall be deemed to be immediately reduced to the Maximum Legal Rate and all
previous payments in excess of the Maximum Legal Rate shall be deemed to have
been payments in reduction of principal and not on account of the interest due
hereunder. All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the sums due under the Loan, shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term of the Loan until payment in full so that the
rate or amount of interest on account of the Loan does not exceed the Maximum
Legal Rate of interest from time to time in effect and applicable to the Loan
for so long as the Loan is outstanding.


 


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Article 7
– LATE PAYMENT CHARGE


 


If
any principal or interest payment is not paid by Borrower before the tenth
(10th) day after the date the same is due (or such greater period, if any,
required by applicable law), Borrower shall pay to Lender upon demand an amount
equal to the lesser of four percent (4%) of such unpaid sum or the maximum
amount permitted by applicable law in order to defray the expense incurred by
Lender in handling and processing such delinquent payment and to compensate
Lender for the loss of the use of such delinquent payment, provided however,
Borrower shall not be required to pay Lender a late charge in connection with
the final payment under the loan. Any such amount shall be secured by the
Mortgage and the other Loan Documents to the extent permitted by applicable
law.


 


Article 8
– GOVERNING LAW


 


This Note shall in all respects be governed,
construed, applied and enforced in accordance with the laws of the Province of
Ontario and any applicable federal laws of Canada.


 


IN WITNESS WHEREOF, Borrower has duly executed this
Note as of the day and year first above written.


 


	
   

  	
  INLAND WESTERN MARKHAM
  LIMITED

  PARTNERSHIP, by its general partner Inland

  Western Markham Corp., a New Brunswick

  corporation

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  	
   

  
	
   

  	
   

  	
  Debra A. Palmer

  
	
   

  	
  Its:

  	
  Assistant Secretary

  
					



 


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