UPDATE WHICH
ARE NOT OBJECTED TO BY THE PURCHASER (OR WHICH ARE OBJECTED TO, AND SUBSEQUENTLY
WAIVED, BY THE PURCHASER) IN ACCORDANCE WITH SECTION 3.1.
1.12.
"PROPERTY"
SHALL MEAN,
COLLECTIVELY, ALL OF THE LAND, THE IMPROVEMENTS AND THE OTHER PROPERTY.
1.13.
"PURCHASE PRICE"
SHALL MEAN
NINETEEN MILLION FOUR HUNDRED SEVENTY-FOUR THOUSAND THREE HUNDRED EIGHTY-EIGHT
DOLLARS ($19,474,388).
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1.14.
"PURCHASER"
SHALL HAVE THE
MEANING GIVEN SUCH TERM IN THE PREAMBLES TO THIS AGREEMENT, TOGETHER WITH ANY
PERMITTED SUCCESSORS AND ASSIGNS.
1.15.
"RENT ROLL"
SHALL MEAN SCHEDULE
B TO THIS AGREEMENT.
1.16.
"SELLER"
SHALL HAVE THE MEANING
GIVEN SUCH TERM IN THE PREAMBLES TO THIS AGREEMENT, TOGETHER WITH ANY PERMITTED
SUCCESSORS AND ASSIGNS.
1.17.
"TITLE COMPANY"
SHALL MEAN
LAWYERS TITLE INSURANCE CORPORATION.
1.18.
"UPDATE"
SHALL HAVE THE MEANING
GIVEN SUCH TERM IN SECTION 3.1.
SECTION 2.
PURCHASE AND SALE; CLOSING.
2.1.
PURCHASE AND SALE.
IN
CONSIDERATION OF THE PAYMENT OF THE PURCHASE PRICE BY THE PURCHASER TO THE
SELLER AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SELLER HEREBY AGREES
TO SELL TO THE PURCHASER, AND THE PURCHASER HEREBY AGREES TO PURCHASE FROM THE
SELLER, THE PROPERTY FOR THE PURCHASE PRICE, SUBJECT TO AND IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
2.2.
CLOSING.
THE PURCHASE AND
SALE OF THE PROPERTY SHALL BE CONSUMMATED AT A CLOSING (THE "CLOSING") TO BE
HELD AT THE OFFICES OF SULLIVAN & WORCESTER LLP, ONE POST OFFICE SQUARE, BOSTON,
MASSACHUSETTS, OR AT SUCH OTHER LOCATION AS THE SELLER AND THE PURCHASER MAY
AGREE, AT 10:00 A.M., LOCAL TIME, ON JANUARY 30, 2009, AS THE SAME MAY BE
ACCELERATED PURSUANT TO THIS SECTION 2.2 (THE "CLOSING DATE").
Notwithstanding the foregoing, either party may accelerate the Closing Date by
giving not less than ten (10) Business Days prior written notice (an
"Acceleration Notice") to the other, in which event the Closing Date shall be
the date set forth in such Acceleration Notice unless the party receiving the
Acceleration Notice gives written notice objecting to the accelerated date set
forth in the Acceleration Notice (a "Rejection Notice") to the other within five
(5) Business Days after its receipt of the Acceleration Notice, in which event,
the Closing Date shall not be accelerated but shall occur as set forth in the
preceding paragraph; provided, however, that the Seller shall have the right to
give a Rejection Notice only if the acceleration of the Closing Date will
adversely effect the Seller's ability to
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conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall
have the right to give a Rejection Notice only if the Purchaser is unable to
satisfy the condition in Section 4.2 prior to such accelerated Closing Date.
2.3.
PURCHASE PRICE.
(A)
AT CLOSING, THE PURCHASER SHALL PAY THE
PURCHASE PRICE TO THE SELLER, SUBJECT TO THE FOLLOWING ADJUSTMENTS:
(I)
THERE SHALL BE ADDED TO, OR
DEDUCTED FROM, THE PURCHASE PRICE SUCH AMOUNTS AS MAY BE REQUIRED BY ARTICLE 9.
(B)
THE PURCHASE PRICE, AS ADJUSTED AS PROVIDED
HEREIN, SHALL BE