RELATED
LOGOS, AND BUYER SHALL HAVE THE NON-EXCLUSIVE RIGHT, TOGETHER WITH OTHER
PROPERTY OWNERS, TO USE
3
SUCH NAMES.
BUYER HEREBY ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES CONCERNING ANY PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS.
SECTION 1.2.
SELLER RELATIONSHIPS.
NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THE REPRESENTATIONS, COVENANTS AND
OBLIGATIONS OF EACH INDIVIDUAL SELLER UNDER THIS AGREEMENT SHALL BE LIMITED TO
THE REPRESENTATIONS, COVENANTS AND OBLIGATIONS OF SUCH SELLER SET FORTH IN THIS
AGREEMENT, AS APPLICABLE TO SUCH SELLER AND TO SUCH SELLER'S PROPERTY ONLY.
THE
OBLIGATIONS OF THE SELLERS UNDER THIS AGREEMENT ARE NOT JOINT AND SEVERAL.
NO
SELLER SHALL BE RESPONSIBLE FOR THE OBLIGATIONS OF ANY OTHER SELLER UNDER THIS
AGREEMENT.
NO SELLER SHALL BE SUBJECT TO CLAIMS, DAMAGES OR REMEDIES
ATTRIBUTABLE TO ANY BREACH OF THIS AGREEMENT BY ANOTHER SELLER.
ARTICLE II.
PURCHASE PRICE.
SECTION 2.1.
PURCHASE PRICE.
THE AGGREGATE PURCHASE PRICE FOR THE
PROPERTIES (THE "PURCHASE PRICE") IS EIGHT HUNDRED THIRTY-SEVEN MILLION THREE
HUNDRED SIXTY-SIX THOUSAND NINETY ONE AND 00/100 DOLLARS ($837,366,091), WHICH
REPRESENTS THE SUM OF THE PURCHASE PRICE ALLOCATED TO EACH PROPERTY AS SHOWN ON
SCHEDULE 2.1, PAYABLE BY BUYER AS FOLLOWS.
PARCEL 20 SELLER MAY ALSO BE
ENTITLED TO THE INCREASE IN THE PURCHASE PRICE ALLOCABLE TO ITS PROPERTY
PURSUANT TO THE TERMS OF SECTION 15.1(I) BELOW:
(A)
BUYER SHALL, WITHIN ONE (1) BUSINESS DAY (AS DEFINED BELOW) AFTER FULL
EXECUTION OF THIS AGREEMENT, DELIVER TO FIRST AMERICAN TITLE INSURANCE COMPANY
(IN SUCH CAPACITY, THE "ESCROW HOLDER") THE AMOUNT OF **** OF THE ******** *****
IN THE FORM OF A LETTER OF CREDIT (AS PROVIDED BELOW) OR BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE GOOD FUNDS TO AN ACCOUNT DESIGNATED BY ESCROW HOLDER
(TOGETHER WITH ANY INTEREST EARNED THEREON, THE "INITIAL DEPOSIT").
PROVIDED
THIS AGREEMENT IS NOT TERMINATED BY THE END OF THE ***** ******** **** (AS
DEFINED BELOW), BUYER SHALL, WITHIN ONE (1) BUSINESS DAY AFTER THE *****
******** ****, DEPOSIT WITH ESCROW HOLDER AN ADDITIONAL AMOUNT (TOGETHER WITH
ANY INTEREST EARNED THEREON, THE "ADDITIONAL DEPOSIT") SUCH THAT THE SUM OF THE
INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT SHALL EQUAL **** ******* **** OF THE
******** *****.
THE ADDITIONAL DEPOSIT SHALL BE IN THE FORM OF A LETTER OF
CREDIT (AS PROVIDED BELOW) OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE GOOD
FUNDS TO AN ACCOUNT DESIGNATED BY ESCROW HOLDER.
AS USED HEREIN, THE TERM
"DEPOSIT" SHALL MEAN THE INITIAL DEPOSIT TOGETHER WITH THE ADDITIONAL DEPOSIT,
FROM AND AFTER THE DATE THAT THE ADDITIONAL DEPOSIT IS REQUIRED TO BE MADE.
THE
DEPOSIT SHALL BE ALLOCATED TO THE PROPERTIES AS SET FORTH ON SCHEDULE 2.1(A).
THE DEPOSIT SHALL BE NON-REFUNDABLE; PROVIDED, HOWEVER, THAT THE DEPOSIT (OR THE
APPROPRIATE ALLOCABLE PORTION THEREOF) SHALL BE REFUNDABLE TO BUYER IF
BUYER
TERMINATES THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT
WHICH EXPRESSLY PROVIDE FOR THE RETURN OF ANY PORTION OF THE DEPOSIT TO BUYER
UPON SUCH TERMINATION.
AT THE ELECTION OF BUYER, THE DEPOSIT (OR ANY PORTION
THEREOF)