Partnership, for an aggregate purchase price of One
Hundred Ten Million Dollars ($110,000,000) for the Pacific Purchased Partnership
Interest (the "Pacific Partnership Interest Purchase Price"), which is payable
in the form of the Pacific Note substantially in the form attached as Exhibit
A-1 hereto; and
(B)
THE CHICAGO SELLER WILL SELL, ASSIGN, TRANSFER, CONVEY AND DELIVER
TO THE CHICAGO PURCHASER AND THE CHICAGO PURCHASER WILL PURCHASE AND ACCEPT FROM
THE CHICAGO SELLER, A FIFTY PERCENT (50%) GENERAL PARTNERSHIP INTEREST IN THE
CHICAGO PARTNERSHIP (THE "CHICAGO PURCHASED PARTNERSHIP INTEREST" AND,
COLLECTIVELY WITH THE PACIFIC PURCHASED PARTNERSHIP INTEREST, THE "PURCHASED
PARTNERSHIP INTERESTS"), REPRESENTING ALL OF THE CHICAGO SELLER'S INTERESTS IN
THE CHICAGO PARTNERSHIP, FOR AN AGGREGATE PURCHASE PRICE OF FORTY MILLION
DOLLARS ($40,000,000) FOR THE CHICAGO PURCHASED PARTNERSHIP INTEREST (THE
"CHICAGO PARTNERSHIP INTEREST PURCHASE PRICE" AND, COLLECTIVELY WITH THE PACIFIC
PARTNERSHIP INTEREST PURCHASE PRICE, THE "PARTNERSHIP INTEREST PURCHASE
PRICES"), WHICH IS PAYABLE IN THE FORM OF THE CHICAGO NOTE SUBSTANTIALLY IN THE
FORM ATTACHED AS EXHIBIT A-2 HERETO.
ARTICLE III
CLOSING
3.1
CLOSING AND CLOSING CONDITIONS.
THE TRANSACTIONS CONTEMPLATED
HEREIN SHALL BE CONSUMMATED AT A CLOSING (THE "CLOSING") TO BE HELD AT THE
OFFICES OF SULLIVAN & CROMWELL LLP, 125 BROAD STREET, NEW YORK, NEW YORK 10004
(OR AT SUCH OTHER PLACE OR PLACES AS THE PARTIES MAY AGREE) AT 10:00 A.M. ON THE
DATE HEREOF (THE "CLOSING DATE").
ALL TRANSACTIONS AT CLOSING SHALL BE DEEMED
TO TAKE PLACE SIMULTANEOUSLY AND NONE SHALL BE DEEMED TO TAKE PLACE UNLESS AND
UNTIL ALL SHALL HAVE TAKEN PLACE.
THE PURCHASERS COLLECTIVELY AND THE SELLERS
COLLECTIVELY SHALL HAVE THE RIGHT TO WAIVE RECEIPT OF ANY DOCUMENTS AT CLOSING.
AT THE CLOSING, THE FOLLOWING SHALL OCCUR:
(A)
THE SELLERS SHALL DELIVER THE FOLLOWING TO THE PURCHASERS:
(I)
ASSIGNMENTS OF THE PURCHASED PARTNERSHIP
INTERESTS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE PURCHASERS;
(II)
COPIES OF ALL DOCUMENTS EVIDENCING
REQUIRED CONSENTS AND GOVERNMENTAL APPROVALS, IF ANY, AS MAY BE REQUIRED BY OR
WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE
OBTAINED BY EITHER OF THE SELLERS ON OR PRIOR TO THE CLOSING DATE;
(III)
A CERTIFICATE DATED AS OF THE CLOSING DATE,
DULY SIGNED BY AN AUTHORIZED OFFICER OF EACH OF THE SELLERS, CERTIFYING THAT (A)
THE REPRESENTATIONS AND WARRANTIES OF SUCH SELLER ARE TRUE AND CORRECT AT AND AS
OF THE CLOSING DATE WITH THE SAME FORCE AND EFFECT AS THOUGH MADE AT AND AS OF
THAT TIME, EXCEPT THAT THOSE REPRESENTATIONS AND WARRANTIES WHICH ADDRESS
MATTERS ONLY AS OF A PARTICULAR DATE SHALL REMAIN TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH DATE, AND (B) THAT ALL OBLIGATIONS REQUIRED TO BE
6
PERFORMED BY SUCH SELLER UNDER THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE
HAVE BEEN COMPLIED WITH AND PERFORMED;
(IV)
COPIES OF UNIFORM COMMERCIAL
CODE AND LIEN
SEARCHES IN THE JURISDICTIONS REQUESTED BY EITHER OF THE PURCHASERS EVIDENCING
THE ABSENCE OF ANY LIENS IN RESPECT OF THE PURCHASED PARTNERSHIP INTERESTS;
(V)
THE APPROPRIATE RELEASE BY