CONTROL ON THE CLOSING DATE, (E) ALL UTILITY, SERVICE, MAINTENANCE AND OTHER
SIMILAR CONTRACTS RELATING TO THE LAND, THE BUILDING OR THE ADDITIONAL PROPERTY
IN EFFECT ON THE CLOSING DATE, AND (F) ALL BOOKS AND RECORDS CONTAINING THE
OPERATING EXPENSES OF THE PROPERTY FOR THE PRECEDING FIVE (5) YEARS TO THE
EXTENT IN SELLER'S POSSESSION OR CONTROL ON THE CLOSING DATE.
1.2
THE TERM "PROPERTY" SHALL EXCLUDE THE
FOLLOWING:
1.2.1
ANY EXISTING CAUSE OF ACTION, OR DAMAGE CLAIM, OF
SELLER.
1.2.2
ALL RIGHTS AND INTERESTS OF SELLER AS OWNER OF THE
PROPERTY ARISING PRIOR TO THE CLOSING (INCLUDING BUT NOT LIMITED TO, TAX
REFUNDS, CASUALTY OR CONDEMNATION PROCEEDS, UTILITY DEPOSITS, RENTS OR OTHER
INCOME FROM THE PROPERTY) ATTRIBUTABLE TO PERIODS PRIOR TO CLOSING.
1.2.3
SELLER'S FF&E.
1.2.4
THE ITEMS LISTED ON SCHEDULE "E" ANNEXED HERETO.
3
ARTICLE 2
PURCHASE PRICE
2.1
PURCHASE PRICE.
THE PURCHASE PRICE FOR THE
PROPERTY TO BE PAID BY PURCHASER TO SELLER SHALL BE THE AMOUNT OF ONE HUNDRED
SEVENTY-FIVE MILLION DOLLARS ($175,000,000) (THE "PURCHASE PRICE").
2.2
PAYMENT OF PURCHASE PRICE. PURCHASER AGREES
TO PAY THE PURCHASE PRICE TO SELLER AS FOLLOWS:
2.2.1
DEPOSIT.
TWENTY MILLION DOLLARS ($20,000,000) (THE
"DEPOSIT") PAID SIMULTANEOUSLY HEREWITH BY WIRE TRANSFER OF IMMEDIATE CLEARANCE
"FEDERAL RESERVE FUNDS" (AS SUCH TERM IS HEREINAFTER DEFINED) TO PIPER RUDNICK
LLP, AS ESCROW AGENT.
THE PROCEEDS OF SUCH DEPOSIT AND ALL INTEREST ACCRUED
THEREON SHALL BE HELD IN ESCROW AND SHALL BE PAYABLE IN ACCORDANCE WITH
ARTICLE 23 HEREOF.
2.2.2
PAYMENT AT CLOSING.
THE BALANCE OF THE PURCHASE
PRICE (THE "CASH BALANCE") SHALL BE PAID BY PURCHASER TO SELLER AT THE CLOSING.
THE CASH BALANCE SHALL BE PAID BY WIRE TRANSFER OF IMMEDIATE CLEARANCE FEDERAL
RESERVE FUNDS TO ONE OR MORE RECIPIENTS AS DIRECTED BY SELLER BY NOTICE TO
PURCHASER AT LEAST ONE (1) "BUSINESS DAY" PRIOR TO THE "CLOSING DATE" (AS SUCH
TERMS ARE DEFINED IN ARTICLE 17 HEREOF).
AS USED HEREIN, THE TERM "FEDERAL
RESERVE FUNDS" SHALL BE DEEMED TO MEAN THE RECEIPT BY A BANK OR BANKS IN THE
CONTINENTAL UNITED STATES DESIGNATED BY SELLER OF U.S. DOLLARS IN FORM THAT DOES
NOT REQUIRE FURTHER CLEARANCE, AND MAY BE APPLIED AT THE DIRECTION OF SELLER BY
SUCH RECIPIENT BANK OR BANKS ON THE DAY OF RECEIPT OF ADVICE THAT SUCH FUNDS
HAVE BEEN WIRE TRANSFERRED.
4
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS OF SELLER.
SELLER HEREBY
REPRESENTS AND WARRANTS TO PURCHASER THAT AS OF THE DATE HEREOF AND, AS UPDATED
BY SELLER PURSUANT TO SECTION 13.1.9 HEREOF, AS OF THE CLOSING DATE:
3.1.1
LEASES.
THERE ARE NO LEASES, SUBLEASES OR ANY
OTHER AGREEMENTS FOR THE PRESENT OR FUTURE USE OR OCCUPANCY BY ANY THIRD PARTIES
OF ALL OR ANY PORTION OF THE LAND OR BUILDING (COLLECTIVELY, "LEASES"), EXCEPT
AS SET FORTH ON SCHEDULE "B" ANNEXED HERETO.
SCHEDULE "B" SETS FORTH A TRUE,
CORRECT AND COMPLETE LIST OF ALL LEASES.
A TRUE AND COMPLETE COPY OF THE
AGREEMENT OF LEASE BETWEEN SELLER AND ASAHI SHIMBUN AMERICA, INC. IS ATTACHED
HERETO