PROPERTY OF EVERY KIND
AND NATURE, IF ANY, OWNED BY SELLER AND INSTALLED, LOCATED AT OR USED IN
CONNECTION WITH THE OPERATION OF THE LAND OR IMPROVEMENTS, INCLUDING THE
TANGIBLE PERSONAL PROPERTY LISTED ON EXHIBIT 1(C) ATTACHED HERETO, BUT
SPECIFICALLY EXCLUDING THOSE ITEMS OF PERSONAL PROPERTY SET FORTH ON THE
ATTACHED EXHIBIT 1(C-1)
(COLLECTIVELY, THE "PERSONAL PROPERTY").
(D)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST,
IF ANY, IN ALL INTANGIBLE ASSETS OF ANY NATURE RELATING TO THE LAND, THE
IMPROVEMENTS OR THE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL OF
SELLER'S RIGHT, TITLE AND INTEREST IN ALL (I) WARRANTIES, GUARANTIES AND
INDEMNITIES BY AND CLAIMS AGAINST THIRD PARTIES RELATING TO COMPONENTS OF THE
IMPROVEMENTS OR PERSONAL PROPERTY (INCLUDING WITHOUT LIMITATION, ANY GUARANTEES
OR WARRANTIES, IF ANY, WITH RESPECT TO THE ROOF, HEATING SYSTEM AND OTHER
BUILDING SYSTEMS), (II) LICENSES, PERMITS, APPROVALS, DEVELOPMENT RIGHTS,
CERTIFICATES, VARIANCES, CONSENTS AND SIMILAR DOCUMENTS EVIDENCING RIGHTS
RELATING TO THE LAND OR THE IMPROVEMENTS, (III) LOGOS AND TRADE NAMES CURRENTLY
USED IN THE OPERATION OF THE LAND AND IMPROVEMENTS, AND (IV) PLANS,
SPECIFICATIONS, DRAWINGS, SURVEYS, ENGINEERING AND OTHER DESIGN PRODUCTS, SOILS
(INCLUDING BORINGS) TESTS AND REPORTS, PROJECT BUDGETS AND SCHEDULES, AND OTHER
TECHNICAL DESCRIPTIONS AND DOCUMENTS RELATING TO THE LAND, IMPROVEMENTS AND
PERSONAL PROPERTY, IN EACH CASE ONLY TO THE EXTENT THAT SELLER HAS SUCH ITEMS IN
ITS POSSESSION OR WITHIN ITS
CONTROL AFTER REASONABLE EFFORTS AND MAY LEGALLY TRANSFER THE SAME
(COLLECTIVELY, THE "INTANGIBLE PROPERTY").
(E)
ALL OF SELLER'S RIGHTS, IF ANY, IN ALL
SERVICE, SUPPLY AND EQUIPMENT RENTAL CONTRACTS AFFECTING THE LAND OR
IMPROVEMENTS (COLLECTIVELY, THE "PROPERTY CONTRACTS") INCLUDING, WITHOUT
LIMITATION, THOSE PROPERTY CONTRACTS LISTED ON EXHIBIT 1(F) ATTACHED HERETO, TO
THE EXTENT SELLER IS ENTITLED TO TRANSFER THE SAME TO PURCHASER AND PURCHASER
DOES NOT ELECT TO HAVE SELLER TERMINATE THEM IN ACCORDANCE WITH SECTION 5.2
BELOW.
The Land and Improvements are hereinafter sometimes referred to collectively as
the "Real Property" and the Real Property, Personal Property, Intangible
Property and Property Contracts are hereinafter sometimes referred to
collectively as the "Property."
2.
Purchase Price.
The purchase price for the
Property (the "Purchase Price") shall be Fifty-One Million Two Hundred Fifty
Thousand and 00/100 Dollars ($51,250,000.00).
The Purchase Price, subject to
adjustment as provided herein, shall be paid on the Closing Date (as defined
below) by wire transfer of immediately available federal funds.
3.
Deposit.
Purchaser has heretofore deposited
One Million and 00/100 Dollars ($1,000,000) in escrow (the "Initial
Deposit")with the Escrow Agent (defined below) which is being held, and will
continue to be held, as set forth below.
Within two (2) days of receipt by
Purchaser of a fully executed, counterpart original of this Agreement, Purchaser
shall deposit,
by wire transfer or check, an additional One Million and 00/100
Dollars ($1,000,000) (together with the Initial Deposit, the "Deposit") with
First American Title Insurance Company
(the "Escrow Agent"), having an address
at Prudential Center, 101 Huntington Avenue, Boston, MA
02199.
The Deposit has
and shall continue to be held in a segregated, interest-bearing account