SURVEY OF THE REAL PROPERTY TO BE
OBTAINED BY BUYER, AS PROVIDED IN SECTION 5.2.
"TENANT" MEANS ANY PARTY HAVING ANY USE OR OCCUPANCY RIGHTS WITH RESPECT TO ANY
PORTION OF THE REAL PROPERTY, INCLUDING, WITHOUT LIMITATION, TENANTS,
SUBTENANTS, AND LICENSEES, BUT EXCLUDING ANY PARTY THAT HAS RIGHTS TO USE THE
REAL PROPERTY OR ANY PORTION THEREOF PURSUANT TO A RECORDED INSTRUMENT.
"TITLE COMPANY" MEANS REPUBLIC TITLE, OF TEXAS, INC., AT ITS OFFICE LOCATED AT
1909 WOODALL RODGERS FREEWAY, SUITE 400, DALLAS, TEXAS 75201, ATTN: JOE STOUTT,
TELEPHONE NUMBER (214) 754-7000; TELECOPIER NUMBER (214) 303-0935.
"TITLE POLICY" MEANS AN ALTA OWNER'S POLICY OF TITLE INSURANCE, IN AN AMOUNT
EQUAL TO THE PURCHASE PRICE, ISSUED BY TITLE COMPANY, INSURING THAT BUYER IS THE
OWNER OF FEE SIMPLE TITLE TO THE REAL PROPERTY AND INCLUDING SUCH CUSTOMARY
ENDORSEMENTS AS MAY BE REQUIRED BY BUYER (TO THE EXTENT THE SAME ARE AVAILABLE
IN THE STATE OF IOWA), SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES.
"TITLE REPORT" MEANS A NEW PRELIMINARY TITLE REPORT OR TITLE COMMITMENT FROM
TITLE COMPANY FOR THE REAL PROPERTY, TOGETHER WITH COPIES OF ALL DOCUMENTS
REFERRED TO THEREIN.
3
"TITLE REVIEW PERIOD" SHALL HAVE THE MEANING SET FORTH IN SECTION 5.2.
"TITLE REVIEW DEADLINE" SHALL HAVE THE MEANING SET FORTH IN SECTION 5.2.
"WAREHOUSE" SHALL HAVE THE MEANING SET FORTH IN SECTION 2.1(A).
2.
PROPERTY; LEASES TO SELLER
2.1
PROPERTY TO BE CONVEYED
SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS HEREINAFTER SET FORTH, BUYER
HEREBY AGREES TO BUY AND SELLER HEREBY AGREES TO SELL THE PROPERTY. THE PROPERTY
INCLUDES MARKETABLE TITLE IN FEE SIMPLE TO THAT PARCEL OF LAND COMPRISING
APPROXIMATELY 168.92 ACRES COMMONLY REFERRED TO AS MCLEODUSA TECHNOLOGY PARK
SITUATED IN THE CITY OF CEDAR RAPIDS, STATE OF IOWA AND MORE FULLY DESCRIBED IN
EXHIBIT A AND ALL RIGHTS, TITLES AND INTERESTS APPURTENANT THERETO
(COLLECTIVELY, THE "LAND"), TOGETHER WITH ALL OF SELLER'S RIGHT, TITLE AND
INTEREST IN AND TO THE FOLLOWING:
(A)
IMPROVEMENTS
All improvements situated on the Land (collectively, "Improvements"), including
that certain office building comprising approximately 316,800 gross square feet
and having an address of 6400 C Street SW (the "Office Building") and that
certain warehouse containing approximately 36,000 square feet (the "Warehouse");
(B)
PERSONAL PROPERTY
All of the Personal Property; and
(C)
ASSIGNED PROPERTY
All Elected Operating Contracts; all development, construction and engineering
plans, specifications, drawings and survey materials for all existing
Improvements and all other contemplated improvements on the Real Property; to
the extent assignable, all licenses, permits and certificates of occupancy
affecting the ownership, maintenance, or operation of the Real Property; and all
other intangible rights relating to the ownership, maintenance or operation of
the Real Property (but excluding any intellectual property of Seller or its
affiliates, including its or their patents, copyrights, tradenames, trademarks,
service marks, logos, slogans, internet domain names, licenses and software)
(collectively, the "Assigned Property").
ALL OF THE PROPERTY SHALL BE CONVEYED BY SELLER TO BUYER, FREE AND CLEAR OF ALL
ENCUMBRANCES (EXCEPT FOR THE PERMITTED ENCUMBRANCES) AND PURSUANT TO