DD
29G Construction Costs Incurred as of the Effective Date
15.1(h)
Exhibit EE
Form of Master Lease for Parcel 29G
15.1(h)
Exhibit FF
Required Tenants
7.2(b)
Exhibit GG
Title Questions
3.2, 3.9(b)
vi
Schedule
Section
Schedule 1- A
List of Sellers
Recital
Schedule 1.1(i)
Bonds, Deposits and Similar Assurances
1.1(i)
Schedule 2.1
Purchase Price Allocation
2.1
Schedule 2.1(a)
Allocation of Security Deposit
2.1(a)
Schedule 3.1(a)
Preliminary Title Reports
3.1(a), 3.3
Schedule 3.1(f)
Surveys
3.1(f)
Schedule 3.9(b)
Tenants to be Interviewed
3.9(b)
vii
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of this
January ___, 2006 (the "Effective Date") by and among the entities listed on
Schedule 1-A hereto (each, a "Seller" and, collectively, the "Sellers"), having
an address at c/o The Mark Winkler Company, 4900 Seminary Road, Suite 900,
Alexandria, Virginia 22311, and DUKE REALTY LIMITED PARTNERSHIP, an Indiana
limited partnership ("Buyer"), having an address at 600 East 96th Street,
Suite 100, Indianapolis, Indiana 46240.
W I T N E S S E T H:
WHEREAS, each Seller is the owner of the tracts of land set forth next to such
Seller's name set forth on Schedule 1-A hereto, which tracts of land are more
particularly described on Exhibits A attached hereto (such land, together with
all appurtenances and rights, privileges, development rights, air rights, rights
of way, and easements appurtenant thereto, are collectively referred herein to
as the "Land"); and
WHEREAS, each Seller desires to sell to Buyer and Buyer desires to purchase from
each Seller, each Property (as defined below), subject to the terms and
conditions of this Agreement. Certain of the Properties are grouped as
portfolios as shown on Exhibit CC attached hereto (each, a "Portfolio").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each party hereto, and intending to be
legally bound hereby, Sellers and Buyer agree as follows:
ARTICLE I.
SUBJECT OF SALE
SECTION 1.1.
SALE OF THE PROPERTIES. UPON AND SUBJECT TO THE TERMS AND
CONDITIONS HEREIN CONTAINED, SELLERS AGREE TO SELL, TRANSFER, ASSIGN AND CONVEY
TO BUYER, AND BUYER AGREES TO PURCHASE FROM SELLERS EACH SELLER'S INTEREST IN:
(A) THE LAND, (B) THE BUILDINGS AND OTHER IMPROVEMENTS, IF ANY, LOCATED ON THE
LAND (THE "BUILDINGS"), AND (C) EXCEPT TO THE EXTENT OTHERWISE SET FORTH HEREIN,
ALL OF THE OTHER TANGIBLE AND INTANGIBLE PROPERTY OWNED BY SELLERS IN, ON,
ATTACHED TO, APPURTENANT TO, AND USED IN THE OPERATION OR MAINTENANCE OF, THE
LAND OR THE BUILDINGS, INCLUDING, WITHOUT LIMITATION, DEVELOPMENT RIGHTS AND AIR
RIGHTS, IF ANY (COLLECTIVELY WITH THE LAND AND THE BUILDINGS, THE "PROPERTIES"
AND, EACH A "PROPERTY" OR AN "INDIVIDUAL PROPERTY"). THE SALE OF THE PROPERTIES
SHALL INCLUDE, WITHOUT LIMITATION, THE FOLLOWING:
(A)
SELLERS' INTERESTS AS LANDLORD UNDER ALL LEASES, LICENSES AND OTHER
OCCUPANCY AGREEMENTS FOR SPACE IN THE BUILDINGS REFLECTED IN THE TENANT LIST
ATTACHED AS EXHIBIT B HERETO (AS THE SAME MAY BE AMENDED, MODIFIED, RENEWED OR
EXTENDED IN ACCORDANCE WITH