Exhibit 10.9
AGREEMENT OF SALE
BY AND BETWEEN
MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED
LIABILITY COMPANY
as Seller,
AND
HINES REIT PROPERTIES, L.P.
as Buyer.
TABLE OF CONTENTS
Page
1. Sale and Purchase
1
2. Purchase Price
2
3. Closing
2
4. Condition of Title
3
5. Assignment of Existing Leases and Existing Agreements
6
6. Apportionments
8
7. Closing Costs
12
8. Municipal Improvements/Notices
12
9. Seller's Representations
13
10. Seller's Additional Covenants
15
11. Buyer Representations
16
12. Conditions Precedent to Closing
17
13. Deliveries at Closing
19
14. Default
21
15. Notices; Computation of Periods
22
16. Fire or Other Casualty
23
17. Condemnation
24
18. Assignability
25
19. Inspections/Inspection Period
26
20. Brokers
28
21. Condition of Premises
28
22. Survival of Provisions
31
23. Miscellaneous
32
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Page
24. ERISA
34
25. Sophistication of the Parties
35
26. Limited Liability
35
27. Enforcement
35
28. Deposit Instructions
35
29. Assumption of Existing Financing
36
EXHIBIT A LEGAL DESCRIPTION
EXHIBIT B PERSONAL PROPERTY
EXHIBIT C-1 CERTAIN PERMITTED ENCUMBRANCES
EXHIBIT C-2 TITLE COMMITMENT
EXHIBIT D EXISTING LEASES
EXHIBIT E EXISTING AGREEMENTS
EXHIBIT F ASSIGNMENT AND ASSUMPTION OF LEASES
EXHIBIT F-1 GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT G LEASING COMMISSIONS AND TENANT IMPROVEMENTS COSTS
EXHIBIT H TENANT ESTOPPEL CERTIFICATE
EXHIBIT I PENDING LITIGATION
EXHIBIT J SPECIAL WARRANTY DEED
EXHIBIT K BILL OF SALE
EXHIBIT L FIRPTA CERTIFICATION
EXHIBIT M FORM OF NOTICE TO TENANTS
EXHIBIT N EXISITING LOAN TRANSFER CONDITIONS
EXHIBIT O RENT ROLL
EXHIBIT P LENDER ESTOPPEL CERTIFICATE STATEMENTS
EXHIBIT Q TAX CERTIORARI PROCEEDINGS
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AGREEMENT OF SALE
AGREEMENT (this "Agreement") made this ___ day of October, 2005 by and
between MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY
COMPANY ("Seller"), a Delaware limited liability company, having an office c/o
GE Asset Management Incorporated, 3003 Summer Street, Stamford, Connecticut
06905, and HINES REIT PROPERTIES, L.P. ("Buyer"), a Delaware limited
partnership, having an office at 70 West Madison Street, Suite 440, Chicago,
Illinois 60602.
WITNESSETH:
1. Sale and Purchase. Seller hereby agrees to sell and convey to Buyer, and
Buyer hereby agrees to purchase from Seller, upon the terms and conditions
hereinafter set forth, all of the following (hereinafter referred to
individually as the "Property" and collectively, the "Properties"):
(a) Real Property. Those certain lots or parcels of real property
located in the City of Miami, County of Miami-Dade, and State of Florida and
commonly known as the Miami Airport Corporate Center, Miami, Florida, which are
more particularly described on Exhibit "A" hereto, (the "Land") and the
buildings and improvements, if any, situate on each such parcel (collectively,
the "Improvements") as well as any and all rights, title and interest of Seller
(if any) in and to adjacent streets and rights-of-way, easements, appurtenances,
strips, gores, zoning, development rights, and other general intangibles to the
extent relating to the Land and Improvements (together with the Land and other
Improvements, collectively, the "Premises");
(b) Personal Property. The fixtures, furnishings, equipment,
inventory, appliances