56
EXHIBIT B1 - SCHEDULE OF SECURITY DEPOSITS
57
EXHIBIT C - LIST OF SERVICE AGREEMENTS
59
EXHIBIT D - LIMITED WARRANTY DEED
60
EXHIBIT E - ASSIGNMENT AND ASSUMPTION AGREEMENT
64
EXHIBIT F - FIRPTA CERTIFICATE
71
EXHIBIT G - BILL OF SALE
73
EXHIBIT H - INTENTIONALLY OMITTED
EXHIBIT I - TENANT ESTOPPEL CERTIFICATE
75
EXHIBIT J - CONFIDENTIALITY AGREEMENT
78
SCHEDULE A
84
EXHIBIT K - SITE ACCESS AND INDEMNIFICATION AGREEMENT
85
EXHIBIT L - TENANT NOTIFICATION LETTER
93
EXHIBIT M - FEDERAL GOVERNMENT LEASE RIDER
95
EXHIBIT N - SELLER ESTOPPEL CERTIFICATE
102
EXHIBIT O ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
81
EXHIBIT P - PRE-WAIVED EXCEPTIONS
86
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50 Fremont, San Francisco, California
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement") is dated and made as of the
day of
, 20
(the "Effective Date") by and between
, a
("Seller"), and
, a
("Purchaser").
RECITALS
A. Seller desires to sell and Purchaser desires to purchase all of Seller's
right, title and interest in and to the Property, upon the terms and conditions
set forth in this Agreement.
B. Certain rules of construction for interpreting this Agreement are set forth
on Schedule 1 attached hereto which is hereby incorporated in and constitutes
part of this Agreement.
C. Seller, as landlord, and
, a
("Tenant"), as tenant, are parties to that certain Office Lease dated January
, 2012 (the "Specified Lease") pursuant to which Tenant leases a portion of
the Improvements located on the Property.
NOW, THEREFORE, in consideration of the mutual covenants and provisions
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as set forth below.
ARTICLE I
SALE OF THE PROPERTY
1.1 Sale of Property. Seller agrees to sell, transfer and assign to Purchaser
and Purchaser agrees to purchase, accept and assume from Seller, subject to and
in accordance with the terms and conditions of this Agreement, all of the
following (collectively, the "Property"):
(a) Land. That certain parcel of real property more particularly described in
Exhibit A attached hereto (the "Land");
(b) Appurtenances. Seller's right, title and interest in and to all easements,
licenses, privileges and other rights appurtenant to the Land including, without
limitation, all minerals, oil, gas and other hydrocarbon substances thereon, air
rights, water, water rights and water stock relating thereto, all strips and
gores, and all of Seller's right, title and interest in and to any streets,
alleys, rights-of-way, public ways, or other rights appurtenant, adjacent or
connected thereto or used in connection therewith (the "Appurtenances");
(c) Improvements. All improvements located on the Land (the "Improvements");
(d) Leases. Seller's right, title and interest in and to all leases, subleases,
licenses or other occupancy agreements including all amendments, affecting the
Land and
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50 Fremont, San Francisco, California
Improvements which are shown on Exhibit B attached hereto and any New Leases (as
hereinafter defined in Section 10.6) (collectively, the