the terms, covenants and conditions set forth herein, all of
the following property:
(A)
THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF
PLEASANTON, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, COMMONLY KNOWN AS 5956 AND
5964 W. LAS POSITAS BLVD., AND MORE PARTICULARLY DESCRIBED IN SCHEDULE 1.1
HERETO (THE "LAND");
(B)
THE BUILDINGS, STRUCTURES AND IMPROVEMENTS ERECTED OR
LOCATED ON THE LAND (COLLECTIVELY, THE "IMPROVEMENTS," AND TOGETHER WITH THE
LAND, COLLECTIVELY, THE "PREMISES");
(C)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST, IF ANY, IN
AND TO ANY RIGHTS AND APPURTENANCES PERTAINING TO THE LAND, INCLUDING MINERALS,
OIL AND GAS RIGHTS, AIR, WATER AND DEVELOPMENT RIGHTS, ROADS, ALLEYS, EASEMENTS,
STREETS AND WAYS ADJACENT TO THE LAND, RIGHTS OF INGRESS AND EGRESS THERETO, ANY
STRIPS AND GORES WITHIN OR BOUNDING THE LAND AND IN PROFITS OR RIGHTS OR
APPURTENANCES PERTAINING TO THE LAND (THE "APPURTENANT RIGHTS");
(D)
ALL OF SELLER'S RIGHT, TITLE, AND INTEREST, IF ANY, IN
ALL TANGIBLE PERSONAL PROPERTY LOCATED ON THE PREMISES, INCLUDING FURNITURE, AND
EQUIPMENT (THE "PERSONAL PROPERTY").
(E)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST, IF ANY, IN
AND TO ALL ASSIGNABLE PERMITS AND LICENSES TO THE EXTENT THE SAME PERTAIN TO THE
PREMISES (COLLECTIVELY, THE "PERMITS");
(F)
ALL OF SELLER'S RIGHT, TITLE, AND INTEREST IN THE
AGREEMENT AFFECTING THE PROPERTY THAT BUYER IS REQUIRED TO ASSUME PURSUANT TO
SECTION 3.5 BELOW (THE "MISCELLANEOUS AGREEMENT").
(G)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST, IF ANY, IN AND
TO ALL ASSIGNABLE INTANGIBLE PROPERTY, IF ANY, USED EXCLUSIVELY IN CONNECTION
WITH THE OCCUPANCY AND OPERATION OF THE PREMISES (THE "INTANGIBLE PROPERTY").
(H)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST, IF ANY, IN AND
TO ALL ASSIGNABLE WARRANTIES OF ANY CONTRACTOR, MANUFACTURER OR MATERIALMAN
WHICH RELATE TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY (COLLECTIVELY, THE
"WARRANTIES").
The Premises, Appurtenant Rights, Personal Property, Permits, Miscellaneous
Agreement, Intangible Property and Warranties are herein collectively referred
to as the "Property".
1
2.
PURCHASE PRICE; DEPOSIT; ESCROW
(A)
THE PURCHASE PRICE ("PURCHASE PRICE") FOR THE PROPERTY
SHALL BE NINE MILLION SIX HUNDRED TWENTY-ONE THOUSAND TWO HUNDRED EIGHTY-EIGHT
DOLLARS ($9,621,288.00), SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 8 BELOW,
AND SHALL BE PAID AS SET FORTH IN SUBPARAGRAPHS (B), (C) AND (D) BELOW.
(B)
WITHIN ONE (1) BUSINESS DAY FOLLOWING THE EFFECTIVE DATE,
BUYER SHALL DEPOSIT IN ESCROW WITH CHICAGO TITLE INSURANCE COMPANY, 388 MARKET
STREET, SAN FRANCISCO, CALIFORNIA 94111, ATTN:
NICKI CARR (THE "TITLE COMPANY"
AND THE "ESCROW HOLDER"), AS AN INITIAL DEPOSIT HEREUNDER, THE SUM OF TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (THE "INITIAL DEPOSIT").
WITHIN
ONE (1) BUSINESS DAY FOLLOWING EXPIRATION OF THE INVESTIGATION PERIOD (AS
DEFINED BELOW), IF BUYER DELIVERS NOTICE TO SELLER OF BUYER'S ELECTION NOT TO
TERMINATE THIS AGREEMENT PURSUANT TO SECTION 3.4 BELOW, BUYER SHALL DEPOSIT WITH
THE ESCROW HOLDER, AS AN ADDITIONAL DEPOSIT HEREUNDER, AN ADDITIONAL SUM OF ONE
MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000.00) (THE "ADDITIONAL
DEPOSIT").
THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT, TOGETHER WITH ALL
INTEREST ACCRUED THEREON, ARE REFERRED TO HEREIN