PURCHASE AND SALE.
At Closing (as defined in Section 4.1), Seller shall sell the Property (as
defined in Section 1.2) to Buyer and Buyer shall purchase the Property from
Seller, on the terms and conditions of this Agreement.
1.2
DESCRIPTION OF PROPERTY.
The "Property" shall consist of all of the following:
A.
THAT CERTAIN PARCEL OF LAND DESCRIBED
IN EXHIBIT A ATTACHED HERETO ("LAND"), TOGETHER WITH ALL OF THE IMPROVEMENTS AND
FIXTURES ON THE LAND, EXCLUSIVE OF IMPROVEMENTS AND FIXTURES OWNED BY TENANTS
UNDER THE LEASES, IF ANY, INCLUDING, WITHOUT LIMITATION, FOUR (4) BUILDINGS
CONTAINING APPROXIMATELY 143,900 RENTABLE SQUARE FEET (COLLECTIVELY, THE
"BUILDING"), AND ALL PRIVILEGES AND EASEMENTS APPURTENANT TO AND FOR THE BENEFIT
OF THE LAND, IF ANY;
B.
SELLER'S INTEREST IN AND TO ALL
ASSIGNABLE CONTRACTS, INCLUDING ANY PARKING AGREEMENTS, UTILITY CONTRACTS,
EQUIPMENT LEASES AND MAINTENANCE CONTRACTS, RELATING TO OPERATION AND
MAINTENANCE OF THE BUILDING, INCLUDING WITHOUT LIMITATION, THE CONTRACTS LISTED
IN EXHIBIT B ATTACHED HERETO ("CONTRACTS");
C.
SELLER'S INTEREST IN ALL ASSIGNABLE
GOVERNMENTAL PERMITS, LICENSES, CERTIFICATES AND AUTHORIZATIONS RELATING TO THE
USE OR OPERATION OF THE LAND ("PERMITS");
D.
SELLER'S INTEREST UNDER THOSE LEASES
AND/OR LICENSE AGREEMENTS AFFECTING THE PROPERTY, INCLUDING WITHOUT LIMITATION,
THOSE LISTED IN EXHIBIT C ATTACHED HERETO, TOGETHER WITH ALL RENT, INCOME AND
ALL PROCEEDS ARISING THEREFROM AND SECURITY AND OTHER DEPOSITS MADE BY THE
TENANTS THEREUNDER ("LEASES");
E.
SELLER'S INTEREST, IF ANY, IN AND TO
ALL TANGIBLE PERSONAL PROPERTY NOW OR HEREAFTER LOCATED ON THE LAND, INCLUDING
WITHOUT LIMITATION: EQUIPMENT; MACHINERY; FURNITURE; ART WORK; FURNISHINGS;
OFFICE EQUIPMENT AND SUPPLIES, EXCLUDING CASH AND DEPOSITS, BONDS OR OTHER
SECURITY ("TANGIBLE PERSONAL PROPERTY"); AND
1
F.
SELLER'S INTEREST, IF ANY, IN AND TO
ALL INTANGIBLE PERSONAL PROPERTY NOW OR HEREAFTER USED EXCLUSIVELY IN CONNECTION
WITH THE OPERATION, OWNERSHIP, MAINTENANCE, MANAGEMENT, OR OCCUPANCY OF THE LAND
(TO THE EXTENT ASSIGNABLE); THE PLANS AND SPECIFICATIONS FOR THE BUILDING (TO
THE EXTENT ASSIGNABLE); WARRANTIES, INDEMNITIES, APPLICATIONS, GOVERNMENTAL
PERMITS, APPROVALS, CERTIFICATES AND LICENSES (TO THE EXTENT APPLICABLE IN ANY
WAY TO THE LAND OR THE TANGIBLE PERSONAL PROPERTY AND ASSIGNABLE); AND INSURANCE
PROCEEDS AND CONDEMNATION AWARDS OR CLAIMS THERETO TO THE EXTENT REQUIRED TO BE
ASSIGNED TO BUYER HEREUNDER, EXCLUDING COMPUTER SOFTWARE AND ALL CONFIDENTIAL
AND PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY OF SELLER ("INTANGIBLE
PERSONAL PROPERTY").
ARTICLE 2 - PURCHASE PRICE AND PAYMENT
2.1
PURCHASE PRICE.
Buyer shall pay as the purchase price for the Property the sum of Twenty-Eight
Million Five Hundred Thousand Dollars ($28,500,000) ("Purchase Price").
2.2
PAYMENT OF PURCHASE PRICE.
The Purchase Price shall be paid as follows:
A.
WITHIN TWO (2) BUSINESS DAYS AFTER
BUYER'S EXECUTION OF THIS AGREEMENT, BUYER SHALL DELIVER TO THE TITLE COMPANY
(AS DEFINED IN SECTION 3.1) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000)
(TOGETHER WITH INTEREST, "DEPOSIT") TO BE HELD IN AN INTEREST-BEARING ESCROW
ACCOUNT ("ESCROW'').
THE DEPOSIT SHALL BE NON-REFUNDABLE, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, AND SHALL BE CREDITED TO THE PURCHASE PRICE AT
CLOSING.
B.
AT CLOSING, BUYER SHALL PAY TO SELLER
THE BALANCE OF THE PURCHASE PRICE,