DATE OF THIS AGREEMENT;
1.1.3
THE LEASES TO WHICH RIVERSIDE LLC IS A PARTY;
1.1.4
ALL LICENSES, PERMITS, CERTIFICATES AND APPROVALS ISSUED BY ANY PUBLIC
OR PRIVATE AUTHORITY FOR THE CONSTRUCTION, USE, OCCUPANCY AND OPERATION OF THE
LAND, APPURTENANCES, AND IMPROVEMENTS IN EACH CASE, ONLY TO THE EXTENT THE SAME
MAY BE TRANSFERRED (COLLECTIVELY, THE "PERMITS");
1.1.5
ALL INTANGIBLE ASSETS RELATED TO THE LAND, APPURTENANCES, IMPROVEMENTS
AND PERSONAL PROPERTY, IF ANY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
CONTRACT RIGHTS, (INCLUDING ANY SURVIVING RIGHTS UNDER THE PURCHASE AGREEMENT
AND ANY RELATED AGREEMENT THROUGH WHICH RIVERSIDE LLC ACQUIRED THE PROPERTY)
WARRANTIES AND GUARANTIES, MARKETING MATERIALS, LOGOS, AND THE NON-EXCLUSIVE
RIGHT TO ALL TRADE NAMES RELATING TO THE LAND, IMPROVEMENTS AND PERSONAL
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE TRADE NAMES, IF ANY, SET FORTH ON
SCHEDULE 1.1.5, IN EACH CASE, ONLY TO THE EXTENT THE SAME MAY BE TRANSFERRED;
PROVIDED, HOWEVER, THAT ANY SERVICE MARKS, TRADEMARKS OR OTHER INTELLECTUAL
PROPERTY RIGHTS RELATING TO THE FOREGOING AND CONTAINING REFERENCES TO "BEACON
CAPITAL," "BCSP" OR ANY DERIVATION THEREOF ARE SPECIFICALLY EXCLUDED
(COLLECTIVELY THE "INTANGIBLE PROPERTY");
1.1.6
ALL PERSONAL PROPERTY LISTED IN SCHEDULE 1.1.6 ATTACHED HERETO AND ALL
ADDITIONAL PERSONAL PROPERTY OWNED BY RIVERSIDE LLC AND USED OR TO BE USED IN
CONNECTION WITH LAND AND THE IMPROVEMENTS (COLLECTIVELY, THE "PERSONAL
PROPERTY");
1.1.7
TO THE EXTENT NECESSARY TO CONDUCT THE TRUST AND RIVERSIDE LLC
(COLLECTIVELY, THE "TRANSFERRED COMPANIES") AND THEIR RESPECTIVE BUSINESSES, ALL
NON-PRIVILEGED DOCUMENTATION OF SELLER, NOT CONSIDERED PROPRIETARY (E.G.
APPRAISALS, INTERNAL VALUATIONS, AND LEASING AND OTHER OPERATIONAL STRATEGIES),
RELATED TO THE TRANSFERRED COMPANIES AND THE PROPERTY, INCLUDING BUT NOT LIMITED
TO MINUTE BOOKS, TRUST ORGANIZATIONAL DOCUMENTS, BOOKS OF ACCOUNT, FINANCIAL AND
ACCOUNTING RECORDS, FILES AND OTHER DATA AND DOCUMENTATION, EXCEPT TO THE EXTENT
REQUIRED BY APPLICABLE LAW TO BE RETAINED BY SELLER (AND IN SUCH CASE COPIES ARE
TO BE MADE AVAILABLE TO PURCHASER) AND EXCLUSIVE OF ANY DOCUMENTATION RELATING
TO THE EVALUATION OF THE DISPOSITION OF THE SHARES OR THE PROPERTY
(THE
"TRANSFERRED DOCUMENTATION"); AND
1.1.8
ALL OPERATING AGREEMENTS NOT TERMINATED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 4.2.4 (THE "TRANSFERRED CONTRACTS").
THE ITEMS SET FORTH IN SECTION 1.1.1 THROUGH SECTION 1.1.8 ABOVE ARE,
COLLECTIVELY, THE "PROPERTY."
6
1.2
PURCHASE PRICE. PURCHASER AGREES TO PAY SELLER FOR THE SHARES THE
AGGREGATE SUM OF TWO HUNDRED SEVENTY SEVEN MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($277,500,000.00) (THE "PURCHASE PRICE"), SUBJECT TO THE
ADJUSTMENTS AND PRO RATIONS SET FORTH HEREIN. IN THE EVENT THAT THE NET EFFECT
OF THE ADJUSTMENTS AND PRORATIONS REQUIRES SELLER TO MAKE A PAYMENT TO
PURCHASER, SUCH PAYMENT SHALL BE TREATED AS A REDUCTION IN THE PURCHASE PRICE
PAID FOR THE SHARES. IN THE EVENT THAT THE NET EFFECT OF THE ADJUSTMENTS AND
PRORATIONS REQUIRES PURCHASER TO MAKE A PAYMENT TO SELLER, SUCH PAYMENT SHALL BE
TREATED AS AN INCREASE IN THE PURCHASE PRICE PAID FOR THE SHARES.
1.3
PAYMENT OF PURCHASE PRICE. THE PURCHASE PRICE, AS INCREASED OR
DECREASED BY PRORATIONS AND ADJUSTMENTS AS HEREIN PROVIDED, SHALL BE PAYABLE IN