Exhibit
10.3


 


AGREEMENT
OF SALE AND PURCHASE


 


[KEMBLE
PLAZA II- 412 MT. KEMBLE AVENUE, MORRIS TOWNSHIP, NJ]


 


THIS AGREEMENT OF SALE AND PURCHASE (“Agreement”) made this
2d day of April, 2004 by and between Mack-Cali Realty Corporation, a
corporation organized under the laws of the State of Maryland, having an
address at 11 Commerce Drive, Cranford, New Jersey 07016 (“Purchaser”)
and AT&T Corp., a corporation organized under the laws of the State of New
York, having an address at 55 Corporate Drive, Bridgewater, New Jersey 08807 (“Seller”).


 


In consideration of the mutual promises, covenants, and agreements set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:


 


ARTICLE I


DEFINITIONS


 


Section 1.1            Definitions.  For purposes of this Agreement, the
following capitalized terms have the meanings set forth in this Section 1.1:


 


“Assignment of AT&T Wireless License” has the meaning
ascribed to such term in Section 2.4 and shall be in the form attached
hereto as Exhibit I.


 


“Assignment
of Permits, Plans and Licenses” has the meaning
ascribed to such term in Section 10.3 and which shall be in the form
attached hereto as Exhibit K.


 


“AT&T Wireless License” has the meaning ascribed to
such term in Section 2.4 and which is attached hereto as Exhibit H.


 


“Authorities” means the various governmental and
quasi-governmental bodies or agencies having jurisdiction over the Real
Property and Improvements, or any portion thereof.


 


“Bill
of Sale” has the meaning ascribed to such term in
Section 10.3 and which shall be in the form attached hereto as Exhibit L.


 


“Business Day” means any day other than a
Saturday, Sunday or a day on which national banking associations are authorized
or required to close.


 


“Certificate as to Foreign Status” has the
meaning ascribed to such term in Section 10.3(f) and shall be in
the form attached as Exhibit F.


 


“Closing” means the consummation of the purchase and sale
of the Property contemplated by this Agreement, as provided for in Article X.


 


“Closing Date” has the meaning ascribed to such term in Section 10.1.


 


“Closing Statement” has the meaning ascribed to such term
in Section 10.4(a).


 


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“Closing Surviving Obligations” means the rights,
liabilities and obligations set forth in Sections 3.2,  5.2(b), 5.3(c), 5.4, 5.5,  8.2, 10.4, 12.1, 16.1, 18.2 and 18.8,
and any other provisions which pursuant to their terms survives the Closing
hereunder.


 


“Deed” has
the meaning ascribed to such term in Section 10.3(a).


 


“Documents” has
the meaning ascribed to such term in Section 5.2(a).


 


“Earnest Money Deposit” has
the meaning ascribed to such term in Section 4.1.


 


“Effective Date” means
the latest date on  which this Agreement has been
executed by Seller or Purchaser, which date shall be set forth opposite such
party’s signature.


 


“Environmental
Condition” has the meaning ascribed to such term
in Section 5.3.


 


“Environmental Laws” means
each and every federal, state, county and municipal statute, ordinance, rule,
regulation, code, order, requirement, directive pertaining to Hazardous
Substances issued by any Authorities and in effect as of the date of this
Agreement with respect to or which otherwise pertains to or affects the Real
Property or the Improvements, or any portion thereof, the use, ownership,
occupancy or operation of the Real Property or the Improvements, or any portion
thereof, or Purchaser, and as same have been amended, modified or supplemented
from time to time prior to the Effective Date, including but not limited to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act
(49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42
U.S.C. § 6901 et seq.), as amended by the Hazardous and Solid Wastes
Amendments of 1984, the Water Pollution Control Act (33 U.S.C. § 1251 et
seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean
Water Act (33 U.S.C. §1321 et seq.), the Clean Air Act (42 U.S.C. § 7401
et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the
Toxic Substances Control Act (15 U.S.C.
§ 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of
1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality
Research Act (42 U.S.C. § 7401 note, et seq.), the National Environmental
Policy Act (42 U.S.C. § 4321 et seq.), the Superfund Amendment
Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), the New Jersey
Environmental Rights Act (N.J.S.A. 2A:35A-1 et seq.), the New Jersey Spill
Compensation and Control Act (N.J.S.A. 58:10-23.11 et seq.), the New Jersey Air
Pollution Control Act (N.J.S.A. 26:2C-l et seq.), the Hazardous Substances
Discharge: Reports and Notices Act (N.J.S.A. 13:1K-15 et seq.), the Industrial
Site Recovery Act (N.J.S.A. 13: 1K-6 et seq.) (“ISRA”), the New Jersey
Underground Storage of Hazardous Substances Act (N.J.S.A. 58: 10A-2 1 et seq.)
(collectively, the “Environmental Statutes”), and any and
all rules and regulations which have become effective prior to the date of this
Agreement under any and all of the Environmental Statutes.


 


“Escrow Agent” means Lawyers Title Insurance Corporation.


 


“Excluded
Agreements” has the meaning ascribed to such term
in Section 2.4.


 


“Existing Survey” means Seller’s existing survey of the
Real Property dated October 23, 2003, prepared by Kennon Surveying
Services.


 


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“Evaluation Period” has the meaning ascribed to such term
in Section 5.1.


 


“Furniture”
has the meaning ascribed to such term in
Section 2.1.


 


“Governmental Regulations” means all statutes, ordinances,
rules and regulations of the Authorities applicable to Seller or the use or
operation of the Real Property or the Improvements or any portion thereof.


 


“Hazardous Substances” means (a) asbestos, radon gas and
urea formaldehyde foam insulation, (b) any solid, liquid, gaseous or thermal
contaminant, including acids, alkalis, chemicals, petroleum products or
byproducts, PCBs, phosphates, lead or other heavy metals and chlorine, (c) any
solid or liquid waste (including, without limitation, hazardous waste),
hazardous air pollutant, hazardous substance, hazardous chemical substance and
mixture, toxic substance, pollutant, pollution, regulated substance and
contaminant, as such terms are defined in any of the Environmental Statutes and
(d) any other chemical, material or substance, the use or presence of which, or
exposure to the use or presence of which, is prohibited, limited or regulated
by any Environmental Statutes.


 


“Improvements” means all buildings, structures, fixtures,
parking areas and other improvements located on the Real Property.


 


“Initial
Scheduled Closing Date” means May 24, 2004.


 


“Lease” means the lease from Purchaser to Seller as
described in Section 2.1(b), a draft copy of which is attached hereto as Exhibit B
and the final form of which shall be negotiated and agreed to by the parties
during the Evaluation Period.


 


“Licenses” has the meaning ascribed to such term in
Section 2.4(a).


 


“Maximum Credit” has the meaning ascribed to such term in
Section 11.1.


 


“Permitted Exceptions” has the meaning ascribed to such
term in Section 2.3.


 


“Permitted Outside Parties” has the  meaning
ascribed to such term in Section 5.2(b).


 


“Property” has
the meaning ascribed to such term in Section 2.1.


 


“Proration Items” has
the meaning ascribed to such term in Section 10.4(a).


 


“Purchase Price” has
the meaning ascribed to such term in Section 3.1.


 


“Purchaser’s Information” has
the meaning ascribed to such term in Section 5.3(c).


 


“Real Property” means that certain parcel or parcels
of real property located at Kemble Plaza II, 412 Mt. Kemble Avenue, Morris
Township, New Jersey and that certain parcel containing approximately 25 acres
commonly known as Lot 15, Block 23.02, , as more particularly described on the
legal description attached hereto and made a part hereof as Exhibit A,
together with all of Seller’s right, title and interest, if any, in and to the
appurtenances


 


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pertaining thereto, including but not limited to Seller’s right, title
and interest in and to the adjacent streets, alleys and right-of-ways, and any
easement rights, air rights, subsurface development rights and water rights.


 


“Right
of Access and Confidentiality Agreement” means
that certain Right of Access and Confidentiality Agreement fully executed on
March 26, 2004 by and between Seller and Mack-Cali Realty, L.P.


 


“Scheduled Closing Date” means
June 1, 2004 or such earlier or later date to which Purchaser and Seller
may hereafter agree in writing.


 


“Section 2.2(b) Transactions” has
the meaning ascribed to such term in Section 2.2(b).


 


“Service Contracts” means all of Seller’s service
agreements, maintenance contracts, equipment leasing agreements, warranties,
guarantees, bonds, open purchase orders and other contracts for the provision
of labor, services, materials or supplies relating solely to the Real Property
or Improvements.


 


“Significant Portion” means, for purposes of the
condemnation provisions set forth in Article XII hereof, a taking
by condemnation of a portion of the Property having a fair market value in
excess of Five Hundred Thousand Dollars ($500,000.00).


 


“Skyline Credit Union License” has the meaning ascribed to
such term in Section 2.4(a).


 


“Termination Surviving Obligations” means the rights,
liabilities and obligations set forth in Sections 5.2, 5.3, 12.1, Articles XII and XIII,
16.1, 18.2 and 18.8, and any other provisions which pursuant to their terms
survive any termination of this Agreement.


 


“Title Commitment” has the meaning ascribed to such term in
Section 6.1.


 


“Title Company” means Lawyers Title Insurance Corporation.


 


“To Seller’s Knowledge” means the present actual (as
opposed to constructive or imputed) knowledge solely of (a) Vincent Placco, the
Global Real Estate Manager, with respect to any environmental representations,
and (b) George Schmidt, the property manager for the Property who has held that
position since October 2002 and who is employed by The Gale Company, with
respect to any non-environmental representations. The knowledge of the
referenced individuals is without any independent investigation or inquiry
whatsoever, including, without limitation, any review of the Documents.


 


Section 1.2            References:
Exhibits and Schedules.  Except
as otherwise specifically indicated, all references in this Agreement to
Articles or Sections refer to Articles or Sections of this Agreement, and all references
to Exhibits or Schedules refer to Exhibits or Schedules attached hereto, all of
which Exhibits and Schedules are incorporated into, and made a part of, this
Agreement by reference.  The words
“herein,” “hereof,” “hereinafter” and words and phrases of similar import refer
to this Agreement as a whole and not to any particular Section or Article.


 


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ARTICLE II


AGREEMENT
OF PURCHASE AND SALE


 


Section 2.1            Agreement.  (a)  Seller
hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby
agrees to purchase and accept from Seller, on the Closing Date and subject to
the terms and conditions of this Agreement, all of the following (collectively,
the “Property”):


 


(i)            the
Real Property;


 


(ii)           the Improvements;


 


(iii)          all of Seller’s right, title and interest, to
the extent assignable or transferable, in and to all other intangible rights,
titles, interests, privileges and appurtenances owned by Seller and related to
or used exclusively in connection with the ownership, use or operation of the
Real Property or the Improvements;


 


(iv)          all of Seller’s right, title and interest in
and to the AT&T Wireless License;


 


(v)           to the extent assignable, plans and
specifications, existing survey, governmental licenses, certificates, permits
and approvals relating to the Property; and


 


(vi)          all of Seller’s right, title and interest in
the Furniture as hereinafter defined. The Lease shall provide that Purchaser
shall notify Seller of any furniture which Purchaser elects to keep at the
Property forty five days prior to the expiration of the lease term
(“Furniture”), and Seller shall convey such Furniture to Seller by appropriate
bill of sale and Seller shall be responsible to remove all other furniture upon
the expiration of the Lease.


 


(b)           On
the Closing Date, Purchaser shall lease the Property back to Seller pursuant to
the form of lease approved by the parties and attached hereto as Exhibit B
(the “Lease”).


 


Section 2.2            Indivisible
Economic Package and Closing Contingencies.


 


(a)           Purchaser
has no right to purchase, and Seller has no obligation to sell, less than all
of the Property, it being the express agreement and understanding of Purchaser
and Seller that, as a material inducement to Seller and Purchaser to enter into
this Agreement, Purchaser has agreed to purchase, and Seller has agreed to
sell, all of the Property, subject to and in accordance with the terms and
conditions hereof.


 


(b)           In
addition to the conditions precedent set forth in Article IX of this
Agreement, the Closing shall be contingent upon satisfaction of the conditions
set forth in this Section 2.2(b) contemporaneously at the Closing.  Purchaser has no right to purchase, and
Seller


 


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has no obligation to sell the Property, unless the terms and conditions
of this Section 2.2(b) are satisfied at the Closing, it being the express
agreement and understanding of Purchaser and Seller that, as a material
inducement to Seller to enter into this Agreement, Purchaser and Seller have
agreed to close title to the following properties and to execute and deliver
the following documents at the Closing.


 


(i)            Contemporaneously
with the Closing, the parties shall close title to real property known as 30
Knightsbridge, Piscataway, New Jersey whereby Seller shall sell and Purchaser
shall purchase said real property upon such terms and conditions agreed to by
the parties.


 


(ii)           Contemporaneously
with the Closing, the parties shall execute and deliver the documents required
pursuant to that certain Master Assignment and Assumption Agreement executed by
and between the parties of even date herewith (“Master Assignment and
Assumption Agreement”).


 


The transactions described in this Section 2.2(b)(i) and (ii)
hereinafter referred to as the “Section 2.2(b) Transactions.”


 


Section 2.3            Permitted
Exceptions.  The Property shall
be sold, and title thereto conveyed, subject to (i) all Violations (as
hereinafter defined), (ii) the Permitted Title Exceptions (as hereinafter defined)
and the Permitted Survey Conditions (as hereinafter defined), and (iii) the
Licenses (the Violations, the Permitted Title Exceptions, the Permitted Survey
Conditions, and the Licenses being hereinafter collectively referred to as the
“Permitted Exceptions”).


 


Section 2.4            Licenses.


 


(a)           The
Property is subject to the following license agreements (collectively, the “Licenses”):


 


(i)            License
Agreement between AT&T Corp., as licensor, and AT&T Wireless, as
licensee, a copy of which is attached hereto as Exhibit H (the “AT&T
Wireless License”); and


 


(ii)           License
Agreement between AT&T Corp., as licensor, and Skyline Credit Union, as
licensee (the “Skyline Credit Union License”).


 


(b)           At
the Closing, Seller shall assign and Purchaser shall assume all of Seller’s
rights and obligations under the AT&T Wireless License to the extent
arising after the Closing Date, Seller shall be solely liable for all
obligations under the AT&T Wireless License to the extent arising prior to
the Closing Date. The parties shall execute an Assignment and Assumption
Agreement of the AT&T Wireless License in the form attached hereto as Exhibit I.  To Seller’s Knowledge, Seller represents
Seller is not in default under the AT&T Wireless License, and no event has
occurred which with the passage of time, or the giving of notice, or both,
would constitute a default by Seller under the AT&T Wireless License.


 


(c)           At
the Closing, Seller shall not assign to Purchaser and Purchaser shall not
assume any of Seller’s rights and obligations under the Skyline Credit Union
License.  The


 


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Skyline Credit Union License shall continue in full force and effect
between Seller and the respective parties under the Skyline Credit Union
License; provided however, that Seller shall cause all of the Excluded
Agreements to terminate at or before the expiration or earlier termination of
the term of the Lease.  Seller shall
indemnify Purchaser and hold Purchaser harmless from and against, any claims,
liabilities, damages, loss, cost or expense (including, but not limited to,
reasonable attorneys fees) arising out of or resulting from the Excluded
Agreements.  This paragraph shall
survive Closing of title.


 


ARTICLE III


CONSIDERATION


 


Section 3.1            Purchase Price.  The  purchase price for the Property
(the “Purchase Price”) shall be Seven Million Five Hundred Thousand Dollars
($7,500,000.00) in lawful currency of the United States of America, payable as
provided in Section 3.2.


 


Section 3.2            Method
of Payment of Purchase Price. 
No later than 3:00 p.m. (Eastern time) on the Closing Date, Purchaser
shall pay to Seller the Purchase Price (less the Earnest Money Deposit) by
Federal Reserve wire transfer of immediately available funds to an account
designated by Seller (such funds, the “Closing Funds”).  Seller agrees to provide the wiring
instructions to Purchaser at least three (3) business days prior to
Closing.  In the event that the Closing
Funds are received after 3:00 p.m. (Eastern time) on the Closing Date but prior
to 3:00 p.m. (Eastern time) on the date one (1) Business Day after the Closing
Date, then the Closing shall nevertheless be deemed to occur on the Closing
Date.  In the event that the Closing
Funds are not received by 3:00 p.m. (Eastern time) on the date one (1) Business
Day after the Closing Date, then Purchaser shall be deemed to have defaulted
under this Agreement.


 


ARTICLE IV


EARNEST
MONEY DEPOSIT


AND
ESCROW INSTRUCTIONS


 


Section 4.1            The Earnest Money
Deposit.  On the date two (2) Business Days
after the execution and delivery of this Agreement by Purchaser, Purchaser
shall deposit with the Escrow Agent, by Federal Reserve wire transfer of
immediately available funds, the sum of Five Hundred Thousand Dollars
($500,000.00) as the earnest money deposit on account of the Purchase Price
(the “Earnest
Money Deposit”).  TIME IS
OF THE ESSENCE with respect to the deposit of the Earnest Money Deposit.


 


Section 4.2            Escrow
Instructions.  The Earnest Money
Deposit shall be held in escrow by the Escrow Agent in an interest-bearing
account, in accordance with the provisions of Article XVII.  In the event this Agreement is not
terminated by Purchaser pursuant to the terms hereof by the end of the
Evaluation Period in accordance with the provisions of Section 5.3(c)
herein, the Earnest Money Deposit and the interest earned thereon shall,
subject to the terms and provisions of this Agreement, become non-refundable to
Purchaser.  In the event this Agreement
is terminated by Purchaser prior to the expiration of the Evaluation Period,
the Earnest Money Deposit, together with all interest earned thereon, shall be
refunded to Purchaser.


 


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ARTICLE V


INSPECTION
OF PROPERTY


 


Section 5.1            Evaluation Period.  For
a period  beginning on the
Effective Date and ending at 5:00 p.m. Eastern time on May 14, 2004 (the “Evaluation Period”), Purchaser and
its authorized agents and representatives (for purposes of this Article V,
the “Licensee
Parties”) shall have the right to enter upon the Real Property
at all reasonable times during normal business hours to perform an inspection
of the Property.  Purchaser will provide
to Seller notice (for purposes of this Section 5.1, an “Entry
Notice”) of the intention of Purchaser or the other Licensee
Parties to enter the Real Property at least 24 hours prior to such intended
entry and specify the intended purpose therefor and the inspections and
examinations contemplated to be made and with whom any Licensee Party will
communicate.  At Seller’s option, Seller
may be present for any such entry and inspection.  Notwithstanding anything to the contrary contained herein, no
invasive physical testing or boring shall be conducted during any such entry by
Purchaser or any Licensee Party upon the Real Property without Seller’s
specific prior written consent, which shall not be unreasonably withheld,
conditioned or delayed.  TIME IS OF THE
ESSENCE with respect to the provisions of this Section 5.1.


 


Section 5.2            Document Review.


 


(a)           Prior
to the Closing, Purchaser and the Licensee Parties shall have the right to
review, inspect and photocopy, at Purchaser’s sole cost and expense, all of the
following which may be in Seller’s possession in AT&T’s possession at the
Real Property or at Seller’s Lease Administration Office located at 55
Corporate Drive, Bridgewater, New Jersey which Assignor represents and warrants
to Assignee are, to the knowledge of Jack Colasurdo, Global Real Estate
Director, the locations where all material Documents (as hereinafter defined)
are located:  all existing environmental,
engineering or consulting reports and studies of the Real Property (which
Purchaser shall have the right to have updated at Purchaser’s sole cost and
expense), real estate tax bills, together with assessments (special or otherwise),
ad valorem and personal property tax bills, covering the period of Seller’s
ownership of the Property; current and prior calendar year’s operating
statements; title reports, searches and policies; surveys; documents pertaining
to the operation and management of the Real Property and Improvements;
licenses, permits and approvals pertaining to the operation of the Real
Property and Improvements; and the AT&T Wireless License (collectively, the
“Documents”).  Such inspections shall occur at a location
selected by Seller, which may be at the office of Seller, Seller’s counsel,
Seller’s property manager, at the Real Property or any of them.  Purchaser shall not have the right to review
or inspect materials not directly related to the leasing, maintenance and/or
management of the Property, including, without limitation, all of Seller’s
internal memoranda, financial projections, budgets, appraisals, proposals for
work not actually undertaken, accounting and tax records and similar
proprietary, elective or confidential information.


 


(b)           Purchaser
acknowledges that any and all of the Documents may be proprietary and
confidential in nature and have been provided to Purchaser solely to assist
Purchaser in determining the desirability of purchasing the Property.  Subject only to the provisions of Article XII,
Purchaser agrees not to disclose the contents of the Documents or any of the
provisions, terms or conditions contained therein, to any party outside of
Purchaser’s


 


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organization other than its attorneys, partners, accountants, lenders,
consultants, advisors or investors (collectively, for purposes of this Section 5.2(b),
the “Permitted Outside Parties”).  Purchaser further agrees
that within its organization, or as to the Permitted Outside Parties, the
Documents will be disclosed and exhibited only to those persons within
Purchaser’s organization or to those Permitted Outside Parties who are
responsible for determining the desirability of Purchaser’s acquisition of the
Property or otherwise have need to know. 
Purchaser agrees not to divulge the contents of such Documents and other
information except in accordance with the confidentiality standards set forth
in this Section 5.2, Article XII and the provisions of
Paragraph 2 of a certain Right of Access and Confidentiality Agreement.  In permitting Purchaser and the Permitted
Outside Parties to review the Documents and other information to assist
Purchaser, Seller has not waived any privilege or claim of confidentiality with
respect thereto, and no third party benefits or relationships of any kind,
either express or implied, have been offered, intended or created by Seller,
and any such claims are expressly rejected by Seller and waived by Purchaser
and the Permitted Outside Parties, for whom, by its execution of this
Agreement, Purchaser is acting as an agent with regard to such waiver.


 


(c)           Purchaser
acknowledges that some of the Documents may have been prepared by third parties
and may have been prepared prior to Seller’s ownership of the Property.  PURCHASER
HEREBY ACKNOWLEDGES THAT, EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE
TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS OR THE SOURCES THEREOF.  EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER
HAS NOT UNDERTAKEN ANY INDEPENDENT
INVESTIGATION AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS AND IS
PROVIDING THE DOCUMENTS SOLELY AS AN ACCOMMODATION TO PURCHASER.


 


Section 5.3            Entry and
Inspection Obligations; Termination of Agreement.


 


(a)           Purchaser
agrees that in entering upon and inspecting or examining the Property,
Purchaser and the other Licensee Parties will not: interfere with the operation
and maintenance of the Real Property or Improvements; damage any part of the
Property or any personal property owned or held by Seller or any other person
or entity; injure or otherwise cause bodily harm to Seller, or to any of
Seller’s agents, guests, invitees, contractors and employees, or to any other
person or entity; permit any liens to attach to the Real Property by reason of
the exercise of Purchaser’s rights under this Article V or reveal
or disclose any information obtained concerning the Property and the Documents
to anyone outside Purchaser’s organization, except in accordance with the
confidentiality standards set forth in Section 5.2(b) and Article XII.  Purchaser will: (i) promptly pay when due to
the third parties who assisted and were contracted for by Purchaser, the costs
of all entry and inspections and examinations done with regard to the Property;
(ii) cause any inspection to be conducted in accordance with standards
customarily employed in the industry and in compliance with all Governmental
Regulations; (iii) at Seller’s request, furnish to Seller copies of all third
party reports that address the physical conditions of the Property; provided,
however, Purchaser shall not provide Seller third party reports relating to any
financial analysis of the Property or non-physical analysis of the Property or
incorporating any analysis by Purchaser, and provided further that Seller
assumes all risk that any information furnished by Purchaser under this
paragraph might be misleading, incorrect or incomplete and


 


9

















 


Seller understands that any use or reliance on said information is at
the full and sole risk of Seller; and (iv) restore the Real Property and
Improvements to the condition in which the same were found before any such entry
upon the Real Property and inspection or examination was undertaken.


 


(b)           Purchaser
shall indemnify and hold Seller harmless from any and all damage, loss, claim,
liability or expense (including reasonable attorneys’ fees of attorneys of
Seller’s choice) arising out of any inspections, investigations, examinations,
sampling or tests conducted by Purchaser or any of the Licensee Parties
(“Property Examination”), whether prior to or after the date hereof, except to
the extent such damage, loss, claim, liability or expense (including reasonable
attorneys fees of attorneys of Seller’s choice) is the result of Seller’s
negligence or willful misconduct, or any condition existing on the Property
prior to Purchaser’s Property Examination. In no event shall Purchaser have any
liability arising out of existing conditions discovered by Purchaser except to
the extent that any such conditions are contributed to, aggravated, or
exacerbated by the negligence of Purchaser or its employees, agents,
contractors or subcontractors.  This
provision shall survive the termination of this Agreement.


 


(c)           In
the event that Purchaser determines, for any reason or no reason, that it does
not desire to complete the transaction contemplated by this Agreement Purchaser
shall have the right to terminate this Agreement by providing written notice to
Seller prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE
ESSENCE WITH RESPECT THERETO.  The
failure of Purchaser to deliver any termination notice to Seller during the Evaluation
Period as provided in the immediately preceding sentence shall be deemed to be
an election not to terminate this Agreement, in which event Purchaser shall
thereupon be deemed to have waived any right to terminate this Agreement
pursuant to the provisions of this Section 5.3(c) and
this Agreement shall continue in full force and effect in accordance with its
terms, and the Earnest Money Deposit shall, unless otherwise provided for in
this Agreement, thereupon become nonrefundable by Purchaser on the last day of
the Evaluation Period.  In the event
Purchaser terminates this Agreement in accordance with this Section 5.3(c),
or under any other right of termination as set forth herein, Purchaser shall
have the right to receive a refund of the Earnest Money Deposit, together with
all interest which has accrued thereon, and except with respect to the
Termination Surviving Obligations, this Agreement and the Section 2.2(b)
Transactions shall be null and void and the parties shall have no further obligation
to each other.  In the event this
Agreement is terminated, Purchaser shall return to Seller (i) all copies
Purchaser has made of the Documents and (ii) copies of any studies, reports or
test results regarding any part of the Property obtained by Purchaser, before
or after the execution of this Agreement, in connection with Purchaser’s
inspection of the Property (collectively, “Purchaser’s Information”) which Seller
specifically requests of Purchaser promptly following the time this Agreement
is terminated for any reason.


 


Section 5.4            Sale
“As Is”  THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT HAS BEEN
NEGOTIATED BETWEEN SELLER AND PURCHASER.  THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT
OF SELLER AND PURCHASER, AND
PURCHASER HAS THE RIGHT TO CONDUCT ITS
OWN INDEPENDENT EXAMINATION OF THE PROPERTY. 
OTHER THAN THE MATTERS REPRESENTED IN SECTION 8.1 HEREOF OR
ELSEWHERE SPECIFICALLY REPRESENTED IN THIS AGREEMENT, BY WHICH ALL OF THE 


 


10

















 


FOLLOWING PROVISIONS OF THIS SECTION 5.4
ARE LIMITED, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS
OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS
HAVE BEEN MADE.


 


SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT
NOR ANY OF ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING, EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATION, WARRANTY OR
ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED,
ARE MADE BY SELLER OR RELIED
UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS,
WHETHER KNOWN OR UNKNOWN, WITH
RESPECT TO THE IMPROVEMENTS, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE
PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE
REAL PROPERTY OR THE IMPROVEMENTS
WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND
PURCHASER THAT, EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO
PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH ALL FAULTS.  PURCHASER REPRESENTS THAT IT IS A
KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND
THAT, EXCEPT WITH RESPECT TO THE REPRESENTATIONS OF SELLER CONTAINED IN THIS
AGREEMENT, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE
PROPERTY.  PURCHASER HAS BEEN GIVEN A
SUFFICIENT OPPORTUNITY HEREIN TO CONDUCT AND HAS CONDUCTED OR WILL CONDUCT SUCH
INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY AND
RELATED MATTERS AS PURCHASER DEEMS
NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON SAME AND NOT UPON ANY
STATEMENTS OF SELLER (EXCLUDING THE LIMITED MATTERS REPRESENTED BY SELLER IN SECTION 8.1
HEREOF OR SPECIFICALLY REPRESENTED IN THIS AGREEMENT BY SELLER) NOR OF ANY
OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER.  PURCHASER ACKNOWLEDGES THAT ALL INFORMATION
OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND, EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT, SELLER WILL NOT BE DEEMED TO HAVE
REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR


 


11

















 


ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION
HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER.  UPON CLOSING AND EXCEPT AS OTHERWISE PROVIDED FOR IN THIS
AGREEMENT, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT
NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS.  PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER WILL
SELL AND CONVEY TO PURCHASER, AND
PURCHASER WILL ACCEPT THE PROPERTY, “AS
IS, WHERE IS,” WITH ALL FAULTS. 
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY,
BY SELLER, ANY AGENT OF SELLER
OR ANY THIRD PARTY.  SELLER IS NOT LIABLE OR BOUND IN ANY MANNER
BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
THE PROPERTY FURNISHED BY ANY
REAL ESTATE BROKER, AGENT, EMPLOYEE,
SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.  PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS
IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER
ADVERSE MATTERS THAT MAY BE
ASSOCIATED WITH THE PROPERTY.  PURCHASER,
WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET
FORTH IN THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS
SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE
PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND
OTHER AGREEMENTS SET FORTH IN THIS
AGREEMENT.  THE TERMS AND CONDITIONS OF THIS SECTION 5.4
WILL EXPRESSLY SURVIVE THE CLOSING, WILL NOT MERGE WITH THE PROVISIONS OF ANY
CLOSING DOCUMENTS AND ARE HEREBY
DEEMED INCORPORATED INTO THE DEED AS FULLY AS IF SET FORTH AT LENGTH THEREIN.


 


EXCEPT AS EXPRESSLY PROVIDED FOR IN
SECTION 5.5, PURCHASER FURTHER COVENANTS AND AGREES NOT TO SUE SELLER FOR, AND RELEASES SELLER OF AND FROM
AND WAIVES ANY CLAIM OR CAUSE OF
ACTION THAT PURCHASER MAY HAVE
AGAINST SELLER UNDER ANY ENVIRONMENTAL LAW (INCLUDING WITHOUT LIMITATION ANY
ENVIRONMENTAL STATUTES), NOW EXISTING
OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS,
HAZARDOUS SUBSTANCES OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT,
AND THE NEW JERSEY SPILL COMPENSATION AND CONTROL ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT RELATED TO
ENVIRONMENTAL CONDITIONS, HAZARDOUS SUBSTANCES OR ENVIRONMENTAL MATTERS IN,
ON, UNDER, ABOUT OR 


 


12

















 


MIGRATING FROM OR ONTO THE PROPERTY. 
THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OF TITLE TO
THE PROPERTY OR THE TERMINATION OF THIS AGREEMENT, AS THE CASE MAY BE.


 


Section 5.5            Environmental
Indemnification.


 


(a)           Subject
to the terms hereof, Seller shall indemnify, defend and hold harmless Purchaser
from and against all claims which are asserted or commenced by third parties
against Purchaser in connection with any violation of, or remediation required
pursuant to, any Environmental Laws, but only to the extent that such claims
arise from an Environmental Condition that existed prior to the Closing Date
and except to the extent that the Environmental Condition or claim are
contributed to, aggravated, or exacerbated by the acts, omissions or negligence
of Purchaser or its employees, agents, contractors or subcontractors.
“Environmental Condition” shall mean any environmental contamination or
pollution of, or the release of Hazardous Substances into, the surface water,
groundwater, surface soil, subsurface soil, sediment, air or land at, on,
beneath or emanating from the Property.


 


(b)           In
the case of any claim asserted by a third party against Purchaser, Purchaser
shall provide notice to Seller promptly after Purchaser has knowledge or notice
of a claim that has been made as to which indemnity may be sought, and
Purchaser shall permit Seller, at Seller’s cost, to assume the defense of any
claim or litigation arising therefrom, provided that (i) the counsel for Seller
who shall conduct the defense of such claim or litigation shall be reasonably
satisfactory to Purchaser, and (ii) Purchaser may participate in such defense
at Purchaser’s expense. Except with the prior written consent of Purchaser,
which consent shall not be unreasonably withheld, Seller, in the defense of any
such claim or litigation, shall not consent to the entry of any judgment or
enter into any settlement that provides for injunctive relief or other
nonmonetary relief affecting Purchaser or the Property or that does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
Purchaser of a release of all liability in respect of such claim or litigation.
Seller and Purchaser shall cooperate in the defense of any claim or litigations
subject to the terms herein. The failure of Purchaser to provide notice to
Seller in accordance with this Section 5.3 shall relieve Seller of its
obligations under Section 5.3 hereof only to the extent that Seller is
actually prejudiced by such failure.


 


ARTICLE VI


TITLE
AND SURVEY MATTERS


 


Section 6.1            Title Insurance.  Purchaser acknowledges that Seller has
delivered to Purchaser, and Purchaser has received, a copy of Seller’s current
title policy for the Property, and Purchaser will obtain and deliver to Seller
prior to the expiration of the Evaluation Period a copy of a commitment for
title insurance (the “Title Commitment”) from the Title Company with
respect to the Property.  If the Title
Commitment discloses exceptions to title which are both (A) not included within
the list of permitted title matters listed on Exhibit C attached
hereto and made a part hereof and (B) material and adverse to Purchaser in
Purchaser’s good faith business judgment (any such exception being referred to
herein as an “Unpermitted Title Exception”), then Purchaser shall have
the right to give Seller notice of any such Unpermitted Title Exception on or
prior to the date which is five (5) days after Purchaser’s receipt of the title
commitment (the “Title Objection Out Date”).  Any matters revealed by the Title Commitment that are not


 


13

















 


objected to by Purchaser on or prior to the Title Objection Out Date
shall be deemed “Permitted Title Exceptions”.  In addition, any matters revealed by the Title Commitment that do
not constitute Unpermitted Title Exceptions, regardless of whether Purchaser
objects thereto, shall constitute Permitted Title Exceptions.  Seller shall have five (5) days following the receipt of any
such notice in which to give Purchaser notice that Seller will either (a) cause
such Unpermitted Title Exception(s) to be deleted as an exception from the
Title Commitment or insured against by the Title Company or (b) not cause such
Unpermitted Title Exception(s) to be deleted as an exception from the Title
Commitment or insured against by the Title Company (without payment of
additional charge or premium by either party); if Seller gives notice pursuant
to clause (a), then Seller will cause such Unpermitted Title
Exception(s) to be deleted from the Title Commitment, or cause the Title
Company to give affirmative insurance in favor of Purchaser with respect to
such Unpermitted Title Exception(s) prior to the Closing Date (and Seller shall
have the right to adjourn the Closing Date for up to four (4) days in order to effectuate
same).  If Seller (i) fails to give any
such notice within said five (5) day period, or (ii) gives notice pursuant to clause
(b) above, then Purchaser will have three (3) Business Days following the
earlier of the expiration of such five (5) day period or the giving of such
notice by Seller in which to elect to either (X) terminate this Agreement or
(Y) waive the right to terminate this Agreement as a result of any such
Unpermitted Title Exception(s), which election must be made by the giving of notice
thereof to Seller within said three (3) Business Day period.  If Purchaser fails to deliver such notice
terminating this Agreement pursuant to clause (X) above within said
three (3) Business Day period, then Purchaser shall be deemed to have waived its
right to terminate this Agreement.  If
Purchaser elects to waive, or is deemed to have waived, the right to terminate
this Agreement as aforesaid, then any Unpermitted Title Exceptions previously
objected to by Purchaser shall become “Permitted Title Exceptions”.  If Purchaser terminates this Agreement as
aforesaid, then Seller and Purchaser shall direct the Title Company to return
the Earnest Money Deposit to Purchaser, and neither party shall have any
further obligation under this Agreement or the Section 2.2(b)
Transactions, except that the obligations of the parties under the Termination
Surviving Obligations shall survive. 
Purchaser acknowledges that Seller shall be entitled to deliver its
notice under clause (a) or clause (b) above in its sole and absolute
discretion subject to the provisions of Section 6.4 of this
Agreement.


 


Section 6.2            Survey.  Purchaser acknowledges that Seller has
delivered to Purchaser, and Purchaser has received, a copy of Seller’s current
survey for the Property, and Purchaser may, at Purchaser’s option, within the
Evaluation Period, obtain, and deliver to Seller a copy of, an updated survey
of the Property certified to Purchaser and the Title Company (the existing
survey or the updated survey, as applicable, “Survey”).  If Purchaser does not obtain an updated
survey, then Seller, upon request by Purchaser, shall execute and deliver at
Closing a survey affidavit of no change 
If the Survey discloses conditions which are both (A) not included
within the list of permitted title matters listed on Exhibit C attached
hereto and made a part hereof and (B) material and adverse to Purchaser in
Purchaser’s good faith business judgment (any such exception being referred to
herein as an “Unpermitted Survey Condition”, then Purchaser shall have
the right to give Seller notice of any such Unpermitted Survey Condition on or
prior to the date which is five (5) days
after Purchaser’s receipt of the Survey (the “Survey Objection Out Date”).  Any matters revealed by the Survey that are
not objected to by Purchaser on or prior to the Survey Objection Out Date shall
be deemed “Permitted Survey Conditions”.  In addition, any matters revealed by the Survey that do not
constitute Unpermitted Survey Conditions, regardless of whether Purchaser
objects thereto, shall constitute Permitted Survey Conditions.  Seller shall


 


14

















 


have five (5) days following the receipt of any such notice in which to
give Purchaser notice that Seller will either (a) cause such Unpermitted Survey
Conditions(s) to be removed from the Survey or insured against by the Title
Company or (b) not cause such Unpermitted Survey Conditions(s) to be removed
from the Survey or insured against by the Title Company (without payment of
additional charge or premium by either party); if Seller gives notice pursuant
to clause (a), then Seller will cause such Unpermitted Survey
Conditions(s) to be deleted from the Survey, or cause the Title Company to give
affirmative insurance in favor of Purchaser with respect to such Unpermitted
Survey Conditions(s) prior to the Closing Date (and Seller shall have the right
to adjourn the Closing Date for up to four (4) days in order to effectuate
same).  If Seller (i) fails to give any
such notice within said five (5) day
period, or (ii) gives notice under clause (b) above, then Purchaser will
have three (3) Business Days following the giving of such notice by Seller in
which to either (X) elect to terminate this Agreement, or (Y) waive the right
to terminate this Agreement as a result of any such Unpermitted Survey
Conditions(s), which election must be made by the giving of notice thereof to
Seller within said three (3) Business Day period.  If Purchaser fails to deliver such notice terminating this
Agreement pursuant to clause (X) above within said three (3) Business
Day period, then Purchaser shall be deemed to have waived its right to
terminate this Agreement.  If Purchaser
elects to waive, or is deemed to have waived, the right to terminate this
Agreement as aforesaid, then any Unpermitted Survey Conditions previously
objected to by Purchaser shall become “Permitted Survey Conditions”.  If Purchaser terminates this Agreement as
aforesaid, then Seller and Purchaser shall direct the Title Company to return
the Earnest Money Deposit to Purchaser, and neither party shall have any
further obligation under this Agreement or the Section 2.2(b)
Transactions, except that the obligations of the parties under the Termination
Surviving Obligations shall survive. 
Purchaser acknowledges that Seller shall be entitled to deliver its
notice under clause (a) or clause (b) above in its sole and
absolute discretion subject to the provisions of Section 6.4 of
this Agreement.


 


Section 6.3            Updates.  In
the event that any update of the Title Commitment or the Survey shows
any new matters or conditions to which Purchaser does not desire to take
subject, Purchaser shall deliver notice thereof to Seller prior to the date
three (3) Business Days after Purchaser receives such update of the Title
Commitment or the Survey (and if Purchaser fails to deliver such notice within
such three (3) Business Day period, then Purchaser shall be deemed to have
accepted such matters or conditions as Permitted Title Exceptions or Permitted
Survey Conditions, as applicable). 
Seller shall have three (3) Business Days following the receipt of any
such notice in which to give Purchaser notice that Seller will either (a) cause
such new matter or condition to be deleted from the Title Commitment or removed
from the Survey, as the case may be, or (b) not cause such new matter or
condition to be deleted from the Title Commitment or removed from the Survey,
as the case may be; if Seller gives notice pursuant to clause (a), then
Seller will cause same to occur prior to the Closing Date (and Seller shall
have the right to adjourn the Closing Date for up to four (4) days in order to
effectuate same).  If Seller (i) fails
to give any such notice within said three (3) Business Day period, or (ii)
gives notice pursuant to clause (b) above, then Purchaser will have
three (3) Business Days following the giving of such notice by Seller in which
to elect to either (X) terminate this Agreement, or (Y) waive the right to
terminate this Agreement as a result of any such new matter or condition, which
election must be made by the giving of notice thereof to Seller within said
three (3) Business Day period.  If
Purchaser fails to deliver such notice terminating this Agreement pursuant to clause
(X) above within said three (3) Business Day period, then Purchaser shall
be deemed to have waived its


 


15

















 


right to terminate this Agreement. 
If Purchaser elects to waive the right, or is deemed to have elected to
waive the right, to terminate this Agreement as aforesaid, then any new matter
or condition previously objected to by Purchaser shall become Permitted Survey
Conditions or Permitted Title Exceptions, as the case may be.  If Purchaser terminates this Agreement as
aforesaid, then Seller and Purchaser shall direct the Title Company to return
the Earnest Money Deposit to Purchaser, and neither party shall have any
further obligation under this Agreement or the Section 2.2(b)
Transactions, except that the obligations of the parties under the Termination
Surviving Obligations shall survive. 
Purchaser acknowledges that Seller shall be entitled to deliver its
notice under clause (a) or clause (b) above in its sole and
absolute discretion subject to the provisions of Section 6.4 of
this Agreement.


 


Section 6.4.           Notwithstanding
anything contained herein to the contrary, except as specified in this Section 6.4,
Seller shall have no obligation to take any steps, bring any action or
proceeding or incur any effort or expense whatsoever to cure any title or survey
objection, provided,  however, notwithstanding the foregoing,
Seller shall cause to be removed as exceptions to title any mortgages,
mechanic’s or materialmen’s liens filed against the Property due to work
performed at the Property by Seller at Seller’s direction, and monetary liens
and other encumbrances which are dischargeable by the payment of a sum certain
at the Closing (and Seller shall have the right to adjourn the Closing Date for
up to four (4) days in order to effectuate same).


 


ARTICLE VII


INTERIM
OPERATING COVENANTS


AND
VIOLATIONS


 


Section 7.1            Interim Operating
Covenants.  Seller covenants to Purchaser that
Seller will:


 


(a)           Operations.
From the Effective Date until Closing, continue to operate, manage and maintain
the Improvements in the ordinary course of Seller’s business and substantially
in accordance with Seller’s present practice, subject to ordinary wear and tear
and further subject to Article XI of this Agreement.


 


(b)           Compliance with
Governmental Regulations.  From the Effective Date until Closing,
not knowingly take any action that Seller knows would result in a failure to
comply in all material respects with all Governmental Regulations applicable to
the Property, it being understood and agreed that prior to Closing, Seller will
have the right to contest any such Governmental Regulations.


 


(c)           Service
Contracts. From the Effective Date until Closing, Seller shall
have the right to enter into any Service Contracts provided that Seller shall
be solely responsible for the performance of Seller’s obligations under any
such Service Contracts and Purchaser shall have no obligation thereunder.


 


(d)           Notices.  To the extent received by Seller, from
the Effective Date until Closing, promptly deliver to Purchaser copies of
written default notices, notices of lawsuits and notices of violations
affecting the Property.


 


16

















 


(e)           No
Encumbrances. From the Effective Date until Closing, not to
intentionally create any additional encumbrances on the title to the Property.


 


(f)            Non-Applicability
Letter. Obtain prior to Closing a non-applicability letter from
the Industrial Site Evaluation Element, or its successor, of the New Jersey
Department of Environmental Protection, or its successor, for which Seller
shall apply pursuant to the Industrial Site Recovery Act, N.J.S.A. 13:1K-6, the
regulations promulgated thereunder, and any successor legislation and
regulations (“ISRA”).  To the extent in
Purchaser’s possession, Purchaser shall provide Seller with all information
reasonably requested in order for Seller to complete the application for the
non-applicability letter.


 


Section 7.2            Violations.  Except as provided for in
Section 8.1(i), Purchaser shall accept title to the Property subject to
all violations of law or municipal ordinances, orders or requirements issued by
the departments of buildings, fire, labor, health or other Federal, State,
County, Municipal or other departments and governmental agencies having
jurisdiction against or affecting the Property, and any outstanding work
orders, whether any of the foregoing are outstanding as of the date hereof
(each, an “Existing Violation”) or noticed after the date hereof (each,
a “New Violation” together with the Existing Violations, the “Violations”).  In the event Seller receives written notice
of a Violation after the Effective Date and prior to Closing and the cost to
correct the Violation is equal to or less than One Million Dollars
($1,000,000.00), Seller, at Seller’s cost and expense shall be responsible to
correct the Violation prior to Closing or to provide Purchaser with credit
against the Purchase Price in the amount reasonably required to cure the
Violation.  If the cost to correct the
Violation is reasonably estimated to cost in excess of One Million Dollars
($1,000,000.00), Seller shall have the right to terminate this Agreement upon
ten (10) days written notice to Purchaser unless Purchaser notifies Seller
within said 10-day period that Purchaser will accept the Property with the
Violation in which case Seller shall have no responsibility to correct the
Violation and Purchaser shall receive a credit against the Purchase Price in
the amount of One Million Dollars ($1,000,000.00) at Closing.  Except as otherwise expressly provided in
this Section 7.2.  Purchaser
acknowledges that Seller shall have no restoration, repair, remediation or
other obligation or liability of any kind or nature with respect to the
Violations.  If the municipality where
the Real Property is located requires the issuance of a Certificate of
Occupancy in connection with the sale of the Property, Seller shall be
responsible to obtain the Certificate of Occupancy or Certificate of Continuing
Occupancy at Seller’s cost subject to the limitations on Seller’s obligations
to correct any Violations as provided herein.


 


ARTICLE VIII


REPRESENTATIONS AND WARRANTIES


 


Section 8.1            Seller’s
Representations and Warranties.  The
following constitute the sole representations and warranties of Seller, which
representations and warranties shall be true, accurate and complete as of the
Effective Date, and shall be deemed repeated and shall be true, accurate and
complete as of the Closing Date. 
Subject to the limitations set forth in Section 8.3 of this
Agreement, Seller represents and warrants to Purchaser the following:


 


(a)           Status.  Seller is a corporation, duly organized and
validly existing under the laws of the State of New York, and qualified to do
business in the State of New Jersey.


 


17

















 


(b)           Authority.  The execution and delivery of this Agreement
and the performance of Seller’s obligations hereunder have been or will be duly
authorized by all necessary action on the part of Seller, and this Agreement
constitutes the legal, valid and binding obligation of Seller.


 


(c)           Non-Contravention.  The execution and delivery of this Agreement
by Seller and the consummation by Seller of the transactions contemplated
hereby will not violate any judgment, order, injunction, decree, regulation or
ruling of any court or Authority or conflict with, result in a breach of, or
constitute a default under the organizational documents of Seller, any note or
other evidence of indebtedness, any mortgage, deed of trust or indenture, or
any lease or other material agreement or instrument to which Seller is a party
or by which it is bound.


 


(d)           Suits and Proceedings.  To
Seller’s Knowledge, except as listed in Exhibit E, there are no legal actions, suits or similar
proceedings pending and served, or threatened in writing against Seller or the
Property which (i) are not adequately
covered by existing insurance and (ii) if adversely determined, would
materially and adversely affect the value of the Property, the continued
operations thereof, or Seller’s ability to consummate the transactions
contemplated hereby.


 


(e)           Non-Foreign
Entity.  Seller is not a
“foreign person” or “foreign corporation” as those terms are defined in the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.


 


(f)            Service
Contracts. Seller shall be solely responsible for the
performance of Seller’s obligations under any Service Contracts and Purchaser
shall have no obligations thereunder.


 


(g)           No
Assignment/Bankruptcy. 
Seller has not (i) made a general assignment for the benefit of
creditors; (ii) filed any voluntary petition in bankruptcy or suffered the
filing of any voluntary petition by its creditors; (iii) suffered the
appointment of a receiver to take possession of all or substantially all of its
assets; or (iv) suffered the attachment or other judicial seizure of all or
substantially all of its assets.


 


(h)           Environmental.  Except as set forth in the reports listed in
Exhibit
G:


 


(i)            To
Seller’s Knowledge, there have been no violations of any Environmental Laws at,
on or under the Real Property which have not been corrected in accordance with
Environmental Laws.  To the Seller’s
Knowledge, Seller has received no written notice of any such violations from
any governmental authority of any Environmental Law.


 


(ii)           To
Seller’s Knowledge, there are no underground storage tanks under the Real
Property installed for the purpose of storage of Hazardous Substances
(“Tanks”).  Any Tanks which have been
removed, to Seller’s Knowledge, were removed in accordance with any
Environmental Laws. Except as set forth in the reports listed in Exhibit G and
this subparagraph, to Seller’s Knowledge, there are no Hazardous Substances
located on or beneath the Real Property or Improvements, and no debris has been
buried on the Real Property.


 


18

















 


(iii)          To
Seller’s Knowledge, there are no claims, actions or proceedings of any kind
pending against the Seller under Environmental Laws with respect to the Real
Property as to which the Seller has received written notice.


 


(iv)          Seller’s
SIC Code is 4813, which presently excludes the Real Property from the
definition of an “industrial establishment” as defined in the Industrial Site
Recovery Act, N.J.S.A. 13:1k-6 et seq.


 


(i)            Violations
of Law.  Except as set forth
in Exhibit J, to Seller’s Knowledge, Seller has not received any written notice
of any violations of any ordinance, regulation, law or statute of any
governmental agency pertaining to the Property or any portion thereof. Seller
shall be solely responsible to correct the violations set forth in Exhibit J
and shall endeavor to complete the corrections prior to Closing. In the event
the violations are not corrected prior to Closing, Seller shall complete the
corrections as soon as reasonably practicable after the Closing. Seller shall
indemnify, defend and hold Purchaser harmless from and against any claim,
demand, cause of action, charge, judgment, damage, liability, cost or expense
(including, without limitation, reasonable attorney’s fees and legal costs)
arising out of the violations set forth in Exhibit J.


 


(j)            Taking/Condemnation.  Seller has not received any written notice
of, nor does Seller have actual knowledge of, any eminent domain taking or
condemnation affecting all or any part of the Property.


 


(k)           Seller
represents that there are no brokerage contracts or obligations in effect with
respect to or affecting the Property which would be binding on Purchaser.


 


(l)            To
Seller’s Knowledge, there are no unconfirmed or confirmed Assessments affecting
the Property.


 


(m)          Except
as set forth in Section 2.4, there are no leases or other rights to
possession or occupancy affecting the Property.


 


(n)           Seller
will not, and as of the Closing has not, entered into any new leases,
contracts, or other undertakings or modified, cancelled, amended or otherwise
changed any of the aforesaid affecting the Property without the express written
consent of Purchaser, except to the extent required pursuant to this Agreement,
if any.


 


(o)           Patriot
Act. Neither Seller nor any person or entity holding any legal
or beneficial interest whatsoever in it (whether directly or indirectly), is
named on any list of persons, entities, and governments issued by the Office of
Foreign Assets Control of the United States Department of the Treasury (“OFAC”)
pursuant to Executive Order 13224 - Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism
(“Executive
Order 13224”), as in effect on the date hereof, or any similar list
issued by OFAC or any other department or agency of the United States of
America (collectively, the “OFAC Lists”), or is included in, owned by,
controlled by, acting for or on behalf of, providing assistance, support,
sponsorship, or services of any kind to, or otherwise associated with any of
the persons or entities referred to or described in any OFAC Lists.


 


19

















 


(p)           Taxes.  The Real Property is not currently subject
to any tax abatement, or added or omitted assessment.


 


(q)           Seller
has not received written notice that any certificate, license or permit with
respect to the Property has been or is threatened to be revoked; or that it
fails to possess any legally required certificate, license or permit.


 


Section 8.2            Purchaser’s
Representations and Warranties.  Purchaser
represents and warrants to Seller the following:


 


(a)           Status.  Purchaser is a corporation, duly organized
and validly existing under the laws of the State of Maryland.


 


(b)           Authority.  The execution and delivery of this Agreement
and the performance of Purchaser’s obligations hereunder have been duly
authorized by all necessary action on the part of Purchaser and this Agreement
constitutes the legal, valid and binding obligation of Purchaser.


 


(c)           Non-Contravention.  The execution and delivery of this Agreement
by Purchaser and the consummation by Purchaser of the transactions contemplated
hereby will not violate any judgment, order, injunction, decree, regulation or
ruling of any court or Authority or conflict with, result in a breach of or
constitute a default under the organizational documents of Purchaser, any note
or other evidence of indebtedness, any mortgage, deed of trust or indenture, or
any lease or other material agreement or instrument to which Purchaser is a
party or by which it is bound.


 


(d)           Consents.  No consent, waiver, approval or
authorization is required from any person or entity (that has not already been
obtained) in connection with the execution and delivery of this Agreement by
Purchaser or the performance by Purchaser of the transactions contemplated
hereby.


 


(e)           Patriot
Act.  Neither Buyer nor
any person or entity holding any legal or beneficial interest whatsoever in it
(whether directly or indirectly), is named on any OFAC List of persons,
entities, and governments issued by OFAC pursuant to Executive Order 13224 as
in effect on the date hereof, or any similar OFAC Lists issued by OFAC or any
other department or agency of the United States of America, or is included in,
owned by, controlled by, acting for or on behalf of, providing assistance,
support, sponsorship, or services of any kind to, or otherwise associated with
any of the persons or entities referred to or described in any OFAC Lists.


 


Section 8.3            Survival of
Representations, Warranties and Covenants. 
The representations
and warranties of Seller set forth in Section 8.1 and/or expressly
stated elsewhere in this Agreement will survive the Closing for a period of
three hundred sixty-five (365) days. 
Seller shall have no liability with respect to any of Seller’s
representations, warranties and covenants herein if, prior to the Closing,
Purchaser has knowledge of any breach of a covenant of Seller herein, or
Purchaser obtains knowledge (from whatever source, as a result of Purchaser’s
due diligence tests, investigations and inspections of the Property, or written
disclosure by Seller or Seller’s agents and employees) that contradicts any of
Seller’s representations, warranties and covenants herein, and Purchaser
nevertheless consummates the transaction contemplated by this


 


20

















 


Agreement.  In the event the
Seller’s representations and warranties herein are not materially true,
accurate and complete as of the Closing Date, Purchaser may, as Purchaser’s
sole and exclusive remedy, elect by written notice to Seller within fifteen
(15) Business Days after Purchaser obtains knowledge of any breach to terminate
this Agreement, in which event Purchaser will receive from the Escrow Agent the
Earnest Money Deposit together with all interest accrued thereon and Seller
shall pay to Purchaser an amount equal to its reasonable out-of-pocket expenses
incurred by Purchaser such amount not to exceed Five Hundred Thousand Dollars
($500,000.00), whereupon Seller and Purchaser will have no further rights or
obligations under this Agreement, except with respect to the Termination
Surviving Obligations.  The Closing
Surviving Obligations and the Termination Surviving Obligations will survive
Closing without limitation.  All other
covenants and agreements made or undertaken by Seller under this Agreement,
unless otherwise specifically provided herein, will not survive the Closing
Date but will be merged into the Deed and other Closing documents delivered at
the Closing.


 


ARTICLE IX


CONDITIONS PRECEDENT TO CLOSING


 


Section 9.1            Conditions
Precedent to Obligation of Purchaser. 
The obligation of
Purchaser to consummate the transaction hereunder shall be subject to the
fulfillment on or before the Closing Date of all of the following conditions,
any or all of which may be waived by Purchaser in its sole discretion:


 


(a)           Seller
shall have delivered to Purchaser all of the items required to be delivered to
Purchaser pursuant to the terms of this Agreement, including but not limited
to, those provided for in Section 10.3.


 


(b)           All
of the representations and warranties of Seller contained in this Agreement
shall be true and correct in all material respects as of the date of Closing
(with appropriate modifications permitted under this Agreement or not
materially adverse to Purchaser in Purchaser’s reasonable judgment).


 


(c)           Seller
shall have performed and observed, in all material respects, all covenants and
agreements of this Agreement to be performed and observed by Seller as of the
Closing Date.


 


Section 9.2            Conditions Precedent to Obligation to
Seller.  The obligation
of Seller to consummate the transaction hereunder shall be subject to the
fulfillment on or before the date of Closing of all of the following
conditions, any or all of which may be waived by Seller in it sole discretion:


 


(a)           Seller
shall have received the Purchase Price as adjusted pursuant to, and payable in
the manner provided for, in this Agreement.


 


(b)           Purchaser
shall have delivered to Seller all of the items required to be delivered to
Seller pursuant to the terms of this Agreement, including but not limited to,
those provided for in Section 10.2.


 


21

















 


(c)           All
of the representations and warranties of Purchaser contained in this Agreement
shall be true and correct in all material respects as of the date of Closing
(with appropriate modifications permitted under this Agreement or not
materially adverse to Seller in Seller’s reasonable judgment).


 


(d)           Purchaser
shall have performed and observed, in all material respects, all covenants and
agreements of this Agreement to be performed and observed by Purchaser as of
the Closing Date.


 


ARTICLE X


CLOSING


 


Section 10.1         Closing.  The
consummation of the transaction contemplated by this Agreement by
delivery of documents and payments of  money shall take place at 10:00
a.m. Eastern Time on the Scheduled Closing Date at the offices of the Seller’s
counsel: Pitney, Hardin, Kipp & Szuch LLP, 200 Campus Drive, Florham Park,
New Jersey 07932.  Seller and Purchaser
shall attend a pre-closing at the office of the Seller’s counsel on May 24,
2004 (“Initial Scheduled Closing Date”). 
In the event the Closing does not occur on June 1, 2004, either
party may schedule a time of the essence closing upon ten (10) days
written notice to the other party.


 


At Closing, the events set forth in this Article X will
occur, it being understood that the performance or tender of performance of all
matters set forth in this Article X are mutually concurrent
conditions which may be waived by the party for whose benefit they are
intended.  The acceptance of the Deed by
Purchaser shall be deemed to be full performance and discharge of each and
every agreement and obligation on the part of the Seller to be performed
hereunder unless otherwise specifically provided herein.


 


Notwithstanding anything to the contrary contained in this Agreement,
in the event that the Closing does not occur on or before the time of the
essence closing date for any reason other than a Purchaser default, Purchaser
shall have the right to terminate this Agreement by written notice to Seller,
in which event, the Earnest Money Deposit and any interest thereon will be
returned to Purchaser and neither Seller nor Purchaser will have any further
obligation under this Agreement or with respect to the Section 2.2(b)
Transactions, except for the Termination Surviving Obligations or pursuant to Article 13,
if applicable.


 


Section 10.2         Purchaser’s Closing
Obligations.  On the Closing Date, Purchaser, at its
sole cost and expense, will deliver the following items to Seller at Closing as
provided herein:


 


(a)           The
Purchase Price, after all adjustments are made as herein provided, by Federal
Reserve wire transfer of immediately available funds, in accordance with the
timing and other requirements of Section 3.3


 


(b)           The
Lease, duly executed by Purchaser;


 


(c)           A
counterpart original of the Assignment of AT&T Wireless License, duly
executed by Purchaser;


 


22

















 


(d)           Evidence
reasonably satisfactory to Seller that the person executing the Lease on behalf
of Purchaser has full right, power and authority to do so;


 


(e)           A
counterpart original of the Closing Statement, duly executed by Purchaser;


 


(f)            A
certificate, dated as of the date of Closing, stating that the representations
and warranties of Purchaser contained in Section 8.2 are true and
correct in all material respects as of the Closing Date (with appropriate
modifications to reflect any changes therein) or identifying any representation
or warranty which is not, or no longer is, true and correct and explaining the
state of facts giving rise to the change. 
In no event shall Purchaser be liable to Seller for, or be deemed to be
in default hereunder if any representation or warranty is not true and correct
in all material respects; provided, however, that such event
shall constitute the non-fulfillment of the condition set forth in Section 9.2(c).  If, despite changes or other matters
described in such certificate, the Closing occurs, Purchaser’s representations
and warranties set forth in this Agreement shall be deemed to have been
modified by all statements made in such certificate;


 


(g)           A
counterpart original of the Assignment of Licenses, Permits and Plans in the
form attached hereto as Exhibit K; and


 


(h)           Such
other documents as may be reasonably necessary or appropriate to effect the
consummation of the transaction with is the subject of this Agreement.


 


Section 10.3         Seller’s
Closing Obligations.  At the
Closing, Seller will deliver to Purchaser the following documents:


 


(a)           A
bargain and sale deed with covenants against grantor’s acts attached hereto as Exhibit D
(the “Deed”), duly
executed and acknowledged by Seller, conveying to the Purchaser the Real
Property and the Improvements subject only to the Permitted Exceptions;


 


(b)           The
Lease, duly executed by Seller;


 


(c)           A
counterpart original of the Assignment of AT&T Wireless License, duly
executed by Seller;


 


(d)           The
original AT&T Wireless License;


 


(e)           Evidence
reasonably satisfactory to the Title Company that the person executing the
documents delivered by Seller pursuant to this Section 10.3 on
behalf of Seller has full right, power, and authority to do so;


 


(f)            A
certificate in the form attached hereto as Exhibit F (“Certificate as to Foreign Status”)
certifying that Seller is not a “foreign person” as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended, as well as
any form or other document required under applicable laws to be executed by
Seller in connection with any transfer tax applicable to the transaction
contemplated by this Agreement;


 


23

















 


(g)           A
certificate, dated as of the date of Closing, stating that the representations
and warranties of Seller contained in Section 8.1 are true and
correct in all material respects as of the Closing Date (with appropriate
modifications to reflect any changes therein) or identifying any representation
or warranty which is not, or no longer is, true and correct and explaining the
state of facts giving rise to the change. 
Except as otherwise provided in Section 8.3, in no event shall
Seller be liable to Purchaser for, or be deemed to be in default hereunder if
any representation or warranty is not true and correct in all material
respects; provided, however, that such event shall constitute the
non-fulfillment of the condition set forth in Section 9.1(b).  If, despite changes or other matters
described in such certificate, the Closing occurs, Seller’s representations and
warranties set forth in this Agreement shall be deemed to have been modified by
all statements made in such certificate;


 


(h)           Counterparts
of the transfer tax declaration, duly executed by Seller;


 


(i)            All
other Documents not previously delivered to Purchaser which are in Seller’s
possession;


 


(j)            The
original tax bills for the Property;


 


(i)            An
affidavit of title in form reasonably required by the Title Company;


 


(j)            A
counterpart original of the Assignment of Licenses, Permits and Plans in the
form attached hereto as Exhibit K (“Assignment of Licenses, Permits and
Plans”);


 


(k)           A
Bill of Sale for the Furniture in the form attached hereto as Exhibit L (“Bill
of Sale”); and


 


(l)            Certificate
of Occupancy or Certificate of Continuing Occupancy, if required by the
municipality.


 


Section 10.4         Prorations.


 


(a)           Seller
and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the
Closing Date (the “Proration Time”), the
following (collectively, the “Proration Items”):


 


(i)            Utility
charges payable by Seller, if any, including, without limitation, electricity,
water charges and sewer charges.  If
there are meters on the Real Property, Seller will cause readings of all said
meters to be performed not more than five (5) days prior to the Closing Date,
and a per diem adjustment shall be made for the days between the meter reading
date and the Closing Date based on the most recent meter reading.


 


(ii)           License
Fees and any other amounts payable under the AT&T Wireless License.


 


(iii)          Real
estate taxes due and payable for the calendar year.  If the Closing Date shall occur before the tax rate is fixed, the
apportionment of real estate taxes shall be upon the basis of the tax rate for
the preceding year applied to the latest assessed valuation.


 


24

















 


(iv)          Any
unconfirmed assessments will be satisfied in full by Seller at Closing.


 


Seller will be charged and credited for the amounts of all of the
Proration Items relating to the period up to and including the Proration Time,
and Purchaser will be charged and credited for all of the Proration Items
relating to the period after the Proration Time.  The estimated Closing prorations shall be set forth on a
preliminary closing statement to be prepared by Seller and submitted to
Purchaser prior to the Closing Date (the “Closing Statement”).  The Closing Statement, once agreed upon,
shall be signed by Purchaser and Seller. 
The prorations shall be paid at Closing by Purchaser to Seller (if the
prorations result in a net credit to Seller) or by Seller to Purchaser (if the
prorations result in a net credit to Purchaser) by increasing or reducing the
cash to be delivered by Purchaser in payment of the Purchase Price at the
Closing.  If the actual amounts of the
Proration Items are not known as of the Closing Date, the prorations will be
made at Closing on the basis of the best evidence then available; thereafter,
when actual figures are received, re-prorations will be made on the basis of
the actual figures, and a final cash settlement will be made between Seller and
Purchaser.  No prorations will be made
in relation to insurance premiums, and Seller’s insurance policies will not be
assigned to Purchaser.  Final readings
and final billings for utilities will be made if possible as of the Closing
Date, in which event no proration will be made at the Closing with respect to
utility bills.  Seller will be entitled
to all deposits presently in effect with the utility providers, and Purchaser
will be obligated to make its own arrangements for any deposits with the
utility providers.  The provisions of
this Section 10.4(a) will survive the Closing for twelve (12)
months.


 


Section 10.5         Costs of Title Company
and Closing Costs.  Costs of the
Title Company and other Closing costs incurred in connection with the Closing
will be allocated as follows:


 


(a)           Seller
shall pay (i) Seller’s attorney’s fees, (ii) all transfer and conveyance taxes
and (iii) one-half (1/2) of escrow fees, if any.


 


(b)           Purchaser
shall pay (i) the costs of recording the Deed to the Property and all other
documents; (ii) the cost of the premium for the Title Policy and all title
searches; (iii) all costs of any additional coverage under the Title Policy or
endorsements or deletions to the Title Policy that are desired by Purchaser,
and not required to be provided by Seller to address title defects as may be
imposed pursuant to Sections 6.1 or 6.4; (iv) all premiums and other costs for
any mortgagee policy of title insurance, if any, including but not limited to
any endorsements or deletions; (v) Purchaser’s attorney’s fees; (vi) one-half
(1/2) of escrow fees, if any and (vii) the costs of the Survey as provided for
in Section 6.2.


 


(c)           Any
other costs and expenses of Closing not provided for in this Section 10.5
shall be allocated between Purchaser and Seller in accordance with the custom
in the area in which the Property is located.


 


ARTICLE XI


CONDEMNATION AND CASUALTY


 


Section 11.1         Casualty.  If, prior
to the Closing Date, the Real Property and Improvements are destroyed or
damaged by fire or other casualty in whole or in part, Seller will


 


25

















 


notify Purchaser of such casualty and Seller shall have the option to
either: (i) restore the damage prior to Closing, or (ii) proceed to Closing and
provide Purchaser with an assignment of all money received or receivable under
any insurance polices and, to the extent the loss or damage is not covered by
insurance, or to the extent of any deductibles, Seller shall pay or credit at
Closing Purchaser an amount equal to the reasonable costs of repairing or
restoring the damage.


 


Section 11.2         Condemnation of
Property.


 


In the event of any actual or threatened condemnation of all or any
Significant Portion of the Real Property and Improvements prior to the Closing,
Purchaser shall have the option to terminate this Agreement by serving written
notice to Seller within thirty (30) days after receipt of notice of such
condemnation. If this Agreement is terminated by Purchaser pursuant to this
Section 11.2, the Earnest Money Deposit and all interest accrued thereon
will be returned to Purchaser and thereafter neither Seller nor Purchaser will
have any further rights or obligations to the other hereunder or with respect
to the Section 2.2(b) Transactions except with respect to the Termination
Surviving Obligations.  If Purchaser
elects not to terminate this Agreement in accordance with this
Section 11.2, Seller will assign to Purchaser any and all claims for the
proceeds of such condemnation or sale to the extent the same are applicable to
the Property, and Purchaser will take title to the Property with the assignment
of such proceeds and subject to such condemnation and without reduction of the
Purchase Price. Notwithstanding anything to the contrary herein, if any eminent
domain or condemnation proceeding is instituted (or notice of same is given)
solely for the taking of any subsurface rights for utility easements or for any
right-of-way easement, and the surface may, after such taking, be used in
substantially the same manner as though such rights have not been taken,
Purchaser will not be entitled to terminate this Agreement as to any part of
the Property, but any award resulting therefrom will be assigned to Purchaser
at Closing and will be the exclusive property of Purchaser upon Closing.


 


ARTICLE XII


CONFIDENTIALITY


 


Section 12.1         Confidentiality.  Seller and Purchaser each expressly
acknowledge and agree that the transactions contemplated by this Agreement and
the terms, conditions, and negotiations concerning the same will be held in the
strictest confidence by each of them until Closing and will not be disclosed by
either of them except to their respective legal counsel, accountants,
consultants, officers, partners, directors, and shareholders, and except and
only to the extent that such disclosure may be necessary for their respective
performances hereunder.  Purchaser
further acknowledges and agrees that, unless and until the Closing occurs, all
information obtained by Purchaser in connection with the Property will not be
disclosed by Purchaser to any third persons without the prior written consent
of Seller, except as otherwise provided in this Agreement.  Nothing contained in this Article XII
will preclude or limit either party to this Agreement from disclosing or
accessing any information otherwise deemed confidential under this Article XII
response to lawful process or subpoena or other valid or enforceable order of a
court of competent jurisdiction or any filings with governmental authorities
required by reason of the transactions provided for herein pursuant to an
opinion of counsel.  Nothing in this Article XII
will negate, supersede or otherwise affect the obligations of the parties under
the Right of Access and Confidentiality Agreement.  In addition, prior to or as a part of the Closing, any press
release with respect to the sale contemplated herein or any matters


 


26

















 


set forth in this Agreement will be made only in the form approved by
both parties and their respective counsel, which approval shall not be
unreasonably withheld or delayed.  The
parties and their respective counsel hereby approve the post-closing issuance
of a press release substantially in the form attached hereto as Exhibit M
attached hereto and made a part hereof. 
The provisions of this Article XII will survive any
termination of this Agreement.


 


ARTICLE XIII


REMEDIES


 


Section 13.1         Default by Seller.  In
the event the Closing and the transactions contemplated hereby do not
occur as herein provided by reason of any default of Seller, Purchaser may, as
Purchaser’s sole and exclusive remedy, elect by written notice to Seller within
fifteen (15) Business Days following the Scheduled Closing Date, either of the
following: (a) terminate this Agreement, in which event Purchaser will receive
from the Escrow Agent the Earnest Money Deposit together with all interest
accrued thereon and Seller pay to Purchaser an amount equal to its reasonable
out-of-pocket expenses incurred by Purchaser such amount not to exceed Five
Hundred Thousand Dollars ($500,000.00), whereupon Seller and Purchaser will
have no further rights or obligations under this Agreement, except with respect
to the Termination Surviving Obligations; or (b) seek to enforce specific
performance of Seller’s obligations hereunder. 
Notwithstanding the foregoing, in the event the Closing and the
transactions contemplated hereby do not occur as herein provided by reason of
any willful material default of Seller, Purchaser and Seller agree that
Purchaser may, as Purchaser’s sole and exclusive remedy, elect by written
notice to Seller within thirty (30) Business Days following the Scheduled
Closing Date, either of the following: (a) terminate this Agreement, in which
event Purchaser will receive from the Escrow Agent the Earnest Money Deposit
together with all interest accrued thereon and Seller shall pay to Purchaser an
amount equal to Five Hundred Thousand Dollars ($500,000.00) as the full, agreed
and liquidated damages for Seller’s default and failure to complete the sale of
the Property, whereupon this Agreement will terminate and Seller and Purchaser
will have no further rights or obligations hereunder, except with respect to
the Termination Surviving Obligations; or (b) seek to enforce specific
performance of Seller’s obligations hereunder. 
Except as provided in this Section with regard to out-of-pocket
expenses and the liquidated damages in the event of a willful material default
by Seller,  Purchaser expressly waives
its rights to seek damages in the event of Seller’s default hereunder.  Purchaser shall be deemed to have elected to
terminate this Agreement and receive back the Earnest Money Deposit if
Purchaser fails to file suit for specific performance against Seller in a court
having jurisdiction in the county and state in which the Property is located or
provide Seller with notice of a willful material default, on or before ninety
(90) days following the Scheduled Closing Date.


 


Section 13.2         Default
by Purchaser.  In the event the
Closing and the consummation of the transactions contemplated herein do not
occur as provided herein by reason of any default of Purchaser, Purchaser and
Seller agree it would be impractical and extremely difficult to fix the damages
which Seller may suffer.  Purchaser and
Seller hereby agree that (a) an amount equal to the Earnest Money Deposit,
together with all interest accrued thereon, is a reasonable estimate of the
total net detriment Seller would suffer in the event Purchaser defaults and
fails to complete the purchase of the Property, and (b) such amount will be the
full, agreed and liquidated damages for Purchaser’s default and failure to
complete the purchase of the Property, and will be Seller’s sole and exclusive remedy
(whether at law or in equity) for any default of Purchaser resulting in


 


27

















 


the failure of consummation of the Closing, whereupon this Agreement
will terminate and Seller and Purchaser will have no further rights or
obligations hereunder, except with respect to the Termination Surviving
Obligations.  The payment of such amount
as liquidated damages is not intended as a forfeiture or penalty but is
intended to constitute liquidated damages to Seller.  Notwithstanding the foregoing, nothing contained herein will
limit Seller’s remedies at law, in equity or as herein provided in the event of
a breach by Purchaser of any of the Termination Surviving Obligations.


 


ARTICLE XIV


NOTICES


 


Section 14.1         Notices.


 


(a)           All
notices or other communications required or permitted hereunder shall be in
writing, and shall be given by any nationally recognized overnight delivery
service with proof of delivery, or by facsimile transmission (provided that
such facsimile is confirmed by the sender by expedited delivery service in the
manner previously described), sent to the intended addressee at the address set
forth below, or to such other address or to the attention of such other person
as the addressee will have designated by written notice sent in accordance
herewith.  Unless changed in accordance
with the preceding sentence, the addresses for notices given pursuant to this
Agreement will be as follows:


 


	
  If to Seller:

  	
  AT&T Corp.

  
	
   

  	
  55 Corporate Drive

  
	
   

  	
  Room 32A03

  
	
   

  	
  Bridgewater, NJ 08807-1265

  
	
   

  	
  Attn:   Jack Colasurdo

  
	
   

  	
  (908) 658-7747 (tele.)

  
	
   

  	
  (908) 658-2191 (fax)

  
	
   

  	
   

  
	
  with a copy to:

  	
  Lawrence F. Reilly, Esq.

  
	
   

  	
  Pitney, Hardin, Kipp & Szuch LLP

  
	
   

  	
  200 Campus Drive

  
	
   

  	
  Florham Park, New Jersey 07932

  
	
   

  	
  (973) 966-6300 (tele.)

  
	
   

  	
  (973) 966-1550 (fax)

  



 


28

















 


	
  If to Purchaser:

  	
  c/o Mack-Cali Realty Corporation

  
	
   

  	
  11 Commerce Drive

  
	
   

  	
  Cranford, New Jersey 07016

  
	
   

  	
  with separate notices to the attention of:

  
	
   

  	
  Mr. Mitchell E. Hersh

  
	
   

  	
  (908) 497-2009 (tele.)

  
	
   

  	
  (908) 272-0214 (fax)

  
	
   

  	
  and

  
	
   

  	
  Roger W. Thomas, Esq.

  
	
   

  	
  (908) 272-2612 (tele.)

  
	
   

  	
  (908) 497-0485 (fax)

  
	
   

  	
   

  
	
  with a copy to:

  	
  Martin E. Dollinger, Esq.

  
	
   

  	
  Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP

  
	
   

  	
  99 Wood Avenue South

  
	
   

  	
  Iselin, New Jersey 08830

  
	
   

  	
  732-549-5600 (tele.)

  
	
   

  	
  732-549-1881 (fax)

  
	
   

  	
   

  
	
  If to Escrow Agent:

  	
  Attn:   Pete Doyle

  
	
   

  	
  Lawyers Title Insurance Corp.

  
	
   

  	
  655 Third Avenue, 11th Floor

  
	
   

  	
  New York, NY 10017

  
	
   

  	
  212-949-0100 (tele)

  
	
   

  	
  212-697-0286 (fax)

  



 


(b)           Notices
given by overnight delivery service as aforesaid shall be deemed received and
effective on receipt or refusal to accept delivery.  Notices may be given by counsel for the parties described above,
and such notices shall be deemed given by said party, for all purposes
hereunder.


 


ARTICLE XV


ASSIGNMENT AND BINDING EFFECT


 


Section 15.1         Assignment; Binding
Effect.  The provisions hereof shall inure to the benefit of, and shall be
binding upon, the heirs, executors, administrators, successors and assigns of
the respective parties; provided,  however, Purchaser may not
assign this Agreement or any of Purchaser’s rights hereunder to any person or
entity other than to a Permitted Assignee (as hereinafter defined).  No permitted assignment of this Agreement
shall relieve Purchaser from any of its obligations hereunder.  As used herein, a “Permitted Assignee”
shall mean an Affiliate of Purchaser. 
As used herein, an “Affiliate” shall refer to an entity that is
controlled by the same entity that controls Purchaser, is controlled by
Purchaser or Mack-Cali Realty L.P., or controls Purchaser.  The terms “control”, “controlled by,” or “in
common control with” shall mean ownership of (i) more than fifty percent (50%)
of the outstanding voting stock of a corporation (or other equity and control
interest if not a corporation), or (ii) the possession of power to direct or
cause the direction of the management and policy of such corporation or other
entity, whether


 


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through the ownership of voting securities, by statute, or according to
the provisions of a contract.


 


ARTICLE XVI


BROKERAGE


 


Section 16.1         Brokers.  Purchaser and Seller represent that they
have not dealt with any brokers, finders or salesmen, in connection with this
transaction and agree to indemnify, defend and hold each other harmless from
and against any and all loss, cost, damage, liability or expense, including
reasonable attorneys’ fees, which either party may sustain, incur or be exposed
to by reason of any claim for fees or commissions made through the other
party.  The provisions of this Article XVI
will survive any Closing or termination of this Agreement.


 


ARTICLE XVII


ESCROW AGENT


 


Section 17.1         Escrow.


 


(a)           Escrow
Agent will hold the Earnest Money Deposit in escrow in an interest bearing
account of the type generally used by Escrow Agent for the holding of escrow
funds until the earlier of (i) the Closing, or (ii) the termination of this
Agreement in accordance with any right hereunder.  In the event Purchaser has not terminated this Agreement by the
end of the Evaluation Period, the Earnest Money Deposit shall be non-refundable
to Purchaser, but shall be credited against the Purchase Price at the
Closing.  All interest earned on the
Earnest Money Deposit shall be paid to the party entitled to the Earnest Money
Deposit.  In the event this Agreement is
terminated prior to the expiration of the Evaluation Period or as otherwise
provided for in accordance with the terms and provisions of this Agreement, the
Earnest Money Deposit and all interest accrued thereon will be returned by the
Escrow Agent to the Purchaser.  In the
event the Closing occurs, the Earnest Money Deposit and all interest accrued
thereon will be released to Seller, and Purchaser shall receive a credit
against the Purchase Price in the amount of the Earnest Money Deposit, without
the interest.  In all other instances,
Escrow Agent shall not release the Earnest Money Deposit to either party until
Escrow Agent has been requested by Seller or Purchaser to release the Earnest
Money Deposit and has given the other party five (5) Business Days to dispute,
or consent to, the release of the Earnest Money Deposit.  Seller represents that its tax
identification number, for purposes of reporting the interest earnings, is
13-4924710.  Purchaser represents that
its tax identification number, for purposes of reporting the interest earnings,
is 22-3305147.


 


(b)           Escrow
Agent shall not be liable to any party for any act or omission, except for bad
faith, gross negligence or willful misconduct, and the parties agree to
indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims,
damages, losses or expenses arising in connection herewith.  The parties acknowledge that Escrow Agent is
acting solely as stakeholder for their mutual convenience.  In the event Escrow Agent receives written
notice of a dispute between the parties with respect to the Earnest Money
Deposit and the interest earned thereon (the “Escrowed Funds”), Escrow
Agent shall not be bound to release and deliver the Escrowed Funds to either
party but may either (i) continue to hold the Escrowed Funds until otherwise
directed in a writing signed by all parties hereto or (ii) deposit the Escrowed
Funds


 


30

















 


with the clerk of any court of competent jurisdiction.  Upon such deposit, Escrow Agent will be
released from all duties and responsibilities hereunder.  Escrow Agent shall have the right to consult
with separate counsel of its own choosing (if it deems such consultation
advisable) and shall not be liable for any action taken, suffered or omitted by
it in accordance with the advice of such counsel.


 


I               Escrow
Agent shall not be required to defend any legal proceeding which may be
instituted against it with respect to the Escrowed Funds, the Property or the
subject matter of this Agreement unless requested to do so by Purchaser or
Seller and is indemnified to its satisfaction against the cost and expense of
such defense.  Escrow Agent shall not be
required to institute legal proceedings of any kind and shall have no
responsibility for the genuineness or validity of any document or other item
deposited with it or the collectibility of any check delivered in connection
with this Agreement.  Escrow Agent shall
be fully protected in acting in accordance with any written instructions given
to it hereunder and believed by it to have been signed by the proper parties.


 


ARTICLE XVIII


MISCELLANEOUS


 


Section 18.1         Waivers.  No waiver of any breach of any covenant or
provisions contained herein will be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or provision contained
herein.  No extension of time for
performance of any obligation or act will be deemed an extension of the time
for performance of any other obligation or act.


 


Section 18.2         Recovery of Certain
Fees.  In the event a party
hereto files any action or Suit against another party hereto by reason of any
breach of any of the covenants, agreements or provisions contained in this
Agreement, then in that event the substantially prevailing party will be
entitled to have and recover certain fees from the other party including all
reasonable attorneys’ fees and costs resulting therefrom.  For purposes of this Agreement, the term
“attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and
expenses of counsel to the parties hereto, which may include printing,
photocopying, duplicating and other expenses, air freight charges, and fees
billed for law clerks, paralegals and other persons not admitted to the bar but
performing services under the supervision of an attorney, and the costs and
fees incurred in connection with the enforcement or collection of any judgment
obtained in any such proceeding.  The
provisions of this Section 18.2 shall survive the entry of any
judgment, and shall not merge, or be deemed to have merged, into any judgment.


 


Section 18.3         Construction.  Headings at the beginning of each
article and section are solely for the convenience of the parties and
are not a part of this Agreement. 
Whenever required by the context of this Agreement, the singular will
include the plural and the masculine will include the feminine and vice
versa.  This Agreement will not be
construed as if it had been prepared by one of the parties, but rather as if
both parties had prepared the same.  All
exhibits and schedules referred to in this Agreement are attached and
incorporated by this reference, and any capitalized term used in any exhibit or
schedule which is not defined in such exhibit or schedule will have
the meaning attributable to such term in the body of this Agreement.  In the


 


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event the date on which Purchaser or Seller is required to take any
action under the terms of this Agreement is not a Business Day, the action will
be taken on the next succeeding Business Day.


 


Section 18.4         Counterparts.  This Agreement may be executed in multiple
counterparts, each of which, when assembled to include an original signature
for each party contemplated to sign this Agreement, will constitute a complete
and fully executed original.  All such
fully executed original counterparts will collectively constitute a single
agreement.


 


Section 18.5         Severability.  If any term or other provision of this Agreement
is invalid, illegal, or incapable of being enforced by any rule of law or
public policy, all of the other conditions and provisions of this Agreement
will nevertheless remain in full force and effect, so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
adverse manner to either party.  Upon
such determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto will negotiate in good faith to
modify this Agreement so as to reflect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.


 


Section 18.6         Entire
Agreement.  This Agreement is
the final expression of, and contains the entire agreement between, the parties
with respect to the subject matter hereof, and supersedes all prior
understandings with respect thereto. 
This Agreement may not be modified, changed, supplemented or terminated,
nor may any obligations hereunder be waived, except by written instrument,
signed by the party to be charged or by its agent duly authorized in writing,
or as otherwise expressly permitted herein or in the Right of Access and
Confidentiality Agreement.


 


Section 18.7         Governing
Law.  THIS AGREEMENT WILL BE
CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS
RULES.  SELLER AND PURCHASER HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN
THE STATE IN WHICH THE PROPERTY IS LOCATED IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN
A STATE OR FEDERAL COURT SITTING IN THE STATE IN WHICH THE PROPERTY IS LOCATED.


 


Section 18.8         No Recording.  The parties hereto agree that neither this
Agreement nor any affidavit or memorandum concerning it will be recorded and
any recording of this Agreement or any such affidavit or memorandum by
Purchaser will be deemed a default by Purchaser hereunder; provided, however,
that Purchaser may record a Notice of Settlement or file a lis pendens in the
event it institutes a suit for specific performance.


 


Section 18.9         Further Actions.  The
parties agree to execute such instructions to the Title Company and such
other instruments and to do such further acts as may be reasonably necessary to
carry out the provisions of this Agreement.


 


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Section 18.10       Exhibits.  The
following sets forth a list of Exhibits to the Agreement:


 


	
  Exhibit A

  	
  Legal Description of Real Property

  
	
  Exhibit B

  	
  Lease

  
	
  Exhibit C

  	
  Permitted Exceptions

  
	
  Exhibit D

  	
  Form of Deed

  
	
  Exhibit E

  	
  Suits and Proceedings

  
	
  Exhibit F

  	
  Certificate as to Foreign Status

  
	
  Exhibit G

  	
  List of Environmental Reports

  
	
  Exhibit H

  	
  AT&T Wireless License

  
	
  Exhibit I

  	
  Assignment of AT&T Wireless License

  
	
  Exhibit J

  	
  Violations

  
	
  Exhibit K

  	
  Assignment of Plans, Permits and Licenses

  
	
  Exhibit L

  	
  Bill of Sale

  
	
  Exhibit M

  	
  Press Release

  



 


Section 18.11       No Partnership.  Notwithstanding anything to the contrary
contained herein, this Agreement shall not be deemed or construed to make the
parties hereto partners or joint venturers, it being the intention of the
parties to merely create the relationship of Seller and Purchaser with respect
to the Property to be conveyed as contemplated hereby.


 


Section 18.12       Limitations
on Benefits.  It is the explicit
intention of Purchaser and Seller that no person or entity other than Purchaser
and Seller and their permitted successors and assigns is or shall be entitled
to bring any action to enforce any provision of this Agreement against any of
the parties hereto, and the covenants, undertakings and agreements set forth in
this Agreement shall be solely for the benefit of, and shall be enforceable
only by, Purchaser and Seller or their respective successors and assigns as
permitted hereunder.  Nothing contained
in this Agreement shall under any circumstances whatsoever be deemed or
construed, or be interpreted, as making any third party a beneficiary of any
term or provision of this Agreement or any instrument or document delivered
pursuant hereto, and Purchaser and Seller expressly reject any such intent,
construction or interpretation of this Agreement.


 


Section 18.13       Discharge
of Obligations.  The acceptance
of the Deed by Purchaser shall be deemed to be a full performance and discharge
of every representation and warranty made by Seller herein and every agreement
and obligation on the part of Seller to be performed pursuant to the provisions
of this Agreement, except those which are herein specifically stated to survive
the Closing.


 


Section 18.14       Non-Liability.


 


(a)           Notwithstanding
anything to the contrary contained in this Agreement, no director, officer,
employee, shareholder, member, manager, partner or agent of Seller nor any of
the directors, officers, employees, shareholders, members, managers, partners
or agents of any of the directors, officers, employees, shareholders, members,
managers, partners or agents of Seller nor any other person, partnership,
corporation or trust, as principal of Seller,


 


33

















 


whether disclosed or undisclosed (collectively, the “Seller Exculpated
Parties”) shall have any personal obligation or liability hereunder, and
Purchaser shall not seek to assert any claim or enforce any of its rights
hereunder against any Seller Exculpated Party.


 


(b)           Notwithstanding
anything to the contrary contained in this Agreement, no director, officer,
employee, shareholder, member, manager, partner or agent of Purchaser nor any
of the directors, officers, employees, shareholders, members, managers,
partners or agents of any of the directors, officers, employees, shareholders,
members, managers, partners or agents of Purchaser nor any other person,
partnership, corporation or trust, as principal of Purchaser, whether disclosed
or undisclosed (collectively, the “Purchaser Exculpated Parties”) shall have
any personal obligation or liability hereunder, and Purchaser shall not seek to
assert any claim or enforce any of its rights hereunder against any Purchaser
Exculpated Party.


 


Section 18.15       Waiver of Jury Trial. 
PURCHASER AND SELLER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY
JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY CLAIM,
COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY PURCHASER AND SELLER, AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
TRIAL BY JURY WOULD OTHERWISE ACCRUE. 
SELLER OR PURCHASER, AS APPLICABLE, IS HEREBY AUTHORIZED TO FILE A COPY
OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
PURCHASER OR SELLER, AS APPLICABLE.


 


[SIGNATURE BLOCKS ON NEXT PAGE]


 


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IN WITNESS WHEREOF, Seller
and Purchaser have respectively executed this Agreement as of the Effective
Date.


 


 


	
  Date Executed:

  	
  SELLER:

  
	
   

  	
   

  
	
  April 2, 2004

  	
  AT&T CORP., a New York corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Colasurdo

  	
   

  
	
   

  	
  Name:

  	
  Jack Colasurdo

  
	
   

  	
  Title:

  	
  Global Real Estate Director

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
  April 2, 2004

  	
  Mack-Cali Realty Corporation, a Maryland

  
	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s Mitchell E. Hersh

  	
   

  
	
   

  	
  Name:

  	
  Mitchell E. Hersh

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  
	
  April 5, 2004

  	
  Lawyers Title Insurance Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig S. Feder

  	
   

  
	
   

  	
  Name:

  	
  Craig S. Feder

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


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