give it to the requester.
For interest and dividend payments, and certain payments made with respect to
readily tradable instruments, generally you will have 60 days to get a TIN and
give it to the requester before you are subject to backup withholding on
payments. The 60-day rule does not apply to other types of payments. You will be
subject to backup withholding on all such payments until you provide your TIN to
the requester.
Note: Writing "Applied For" means that you have already applied for a TIN or
that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
by
and
between
LEVINE INVESTMENTS LIMITED PARTNERSHIP, an Arizona limited partnership
"Seller"
and
EXCEL TRUST, L.P., a Delaware limited partnership
"Purchaser"
Dated as of
October 25, 2011
TABLE OF CONTENTS
Page
1.
IDENTIFICATION OF PARTIES.
1
2.
DESCRIPTION OF THE PROPERTY.
1
3.
THE PURCHASE PRICE.
3
4.
TITLE AND SURVEY.
4
5.
INSPECTION; DUE DILIGENCE PERIOD.
6
6.
REPRESENTATIONS AND WARRANTIES OF SELLER.
9
7.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
13
8.
INTENTIONALLY OMITTED.
15
9.
DELIVERY OF DOCUMENTS.
15
10.
CONFIDENTIALITY.
16
11.
CONDITIONS PRECEDENT TO CLOSING.
16
12.
COVENANTS OF SELLER AND PURCHASER.
19
13.
SELLER'S CLOSING DELIVERIES.
21
14.
PURCHASER'S CLOSING DELIVERIES.
22
15.
PRORATIONS, ADJUSTMENTS; RELEASE OF BONDS AND OTHER SECURITY DEVICES.
23
16.
CLOSING.
23
17.
CLOSING COSTS.
24
18.
RISK OF LOSS; TAKING.
24
19.
DEFAULT.
26
20.
BROKER'S COMMISSION.
27
21.
ESCROW.
27
22.
MISCELLANEOUS.
28
23.
SEC INFORMATION.
34
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND EXHIBIT B
SCHEDULE OF LEASES
EXHIBIT C
EXCLUDED PROPERTY EXHIBIT D
SCHEDULE OF TRADE NAMES EXHIBIT E
SCHEDULE OF CONTRACTS EXHIBIT F
SCHEDULE OF OPERATING AGREEMENTS EXHIBIT G
FORM OF SPECIAL WARRANTY DEED EXHIBIT H
FORM OF BILL OF SALE EXHIBIT I
FORM OF GENERAL ASSIGNMENT EXHIBIT J
FORM OF ASSIGNMENT OF LEASES EXHIBIT K
FORM OF ASSIGNMENT OF OPERATING AGREEMENTS EXHIBIT L
CERTIFICATION OF
NON-FOREIGN STATUS EXHIBIT M
SCHEDULE OF LITIGATION AND DISCLOSURES AND
EXISTING SECURITY ITEMS EXHIBIT N
FORM OF SELLER ESTOPPEL CERTIFICATE EXHIBIT
N-1
FORM OF TENANT ESTOPPEL CERTIFICATE EXHIBIT O
PRORATION METHOD EXHIBIT
P
SCHEDULE OF ENVIRONMENTAL REPORTS EXHIBIT Q
FORM OF TENANT NOTICE
EXHIBIT R
SUBSCRIPTION DOCUMENTS
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This First Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions (this "Amendment") is made and entered into as of November 30, 2011
by and between LEVINE INVESTMENTS LIMITED PARTNERSHIP, an Arizona limited
partnership ("Seller") and EXCEL TRUST, L.P., a Delaware limited partnership
("Purchaser").
RECITALS
A. Seller and Purchaser have previously executed and delivered that certain
Purchase and Sale Agreement and Joint Escrow Instructions dated as of
October 25, 2011 (the "Agreement") with respect to the purchase and sale of
certain Property more particularly described therein and establishing Thomas
Title & Escrow, L.L.C. Escrow No. L111019.