Exhibit 10.1
PURCHASE AGREEMENT
BETWEEN
BEHRINGER HARVARD NORTHPOINT I LP,
a Texas limited partnership
AS SELLER
AND
MEDICAL EDGE HEALTHCARE GROUP, INC.,
a Texas corporation
AS PURCHASER
covering and describing
NORTHPOINT OFFICE BUILDING
in
Dallas County, Texas
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is entered into as of the Effective
Date (as hereinafter defined) between BEHRINGER HARVARD NORTHPOINT I LP, a Texas
limited partnership ("Seller"), and MEDICAL EDGE HEALTHCARE GROUP, INC., a Texas
corporation ("Purchaser").
ARTICLE I
PURCHASE AND SALE
1.1
AGREEMENT OF PURCHASE AND SALE.
IN CONSIDERATION OF THEIR
COVENANTS SET FORTH IN THIS AGREEMENT, SELLER AGREES TO SELL TO PURCHASER, AND
PURCHASER AGREES TO PURCHASE FROM SELLER, FOR THE PURCHASE PRICE (AS HEREINAFTER
DEFINED) AND ON THE TERMS AND CONDITIONS SET FORTH HEREIN, THE FOLLOWING:
(A)
ALL OF THE LAND SITUATED IN THE CITY OF DALLAS, THE COUNTY OF
DALLAS AND THE STATE OF TEXAS, DESCRIBED ON EXHIBIT A ATTACHED HERETO AND MADE A
PART HEREOF, TOGETHER WITH ALL RIGHT, TITLE AND INTEREST OF SELLER IN AND TO ALL
BENEFITS, PRIVILEGES, EASEMENTS, TENEMENTS, HEREDITAMENTS AND APPURTENANCES
THEREON OR APPERTAINING THERETO, AND TOGETHER WITH ALL RIGHT, TITLE AND INTEREST
OF SELLER IN AND TO ADJACENT STREETS, ALLEYS AND RIGHTS-OF-WAY (THE "REAL
ESTATE").
(B)
ALL STRUCTURES, BUILDINGS, IMPROVEMENTS AND FIXTURES, INCLUDING
WITHOUT LIMITATION ALL EQUIPMENT AND APPLIANCES, USED IN CONNECTION WITH THE
OPERATION OR OCCUPANCY THEREOF, SUCH AS HEATING AND AIR-CONDITIONING SYSTEMS AND
FACILITIES USED TO PROVIDE ANY UTILITY SERVICES, PARKING SERVICES,
REFRIGERATION, VENTILATION, TRASH DISPOSAL OR OTHER SERVICES OWNED BY SELLER AND
LOCATED ON THE REAL ESTATE ("IMPROVEMENTS").
(C)
ALL PERSONAL PROPERTY OWNED BY SELLER LOCATED ON OR IN THE REAL
ESTATE OR IMPROVEMENTS AND USED IN CONNECTION WITH THE OPERATION AND MAINTENANCE
OF THE REAL ESTATE OR IMPROVEMENTS ("PERSONAL PROPERTY").
(D)
SELLER'S INTEREST IN ALL LEASES AND OTHER AGREEMENTS TO OCCUPY THE
REAL ESTATE AND/OR THE IMPROVEMENTS, OR ANY PORTION THEREOF, AS AMENDED FROM
TIME TO TIME, IN EFFECT ON THE DATE OF CLOSING, AS HEREINAFTER DEFINED (ALL SUCH
LEASES AND AGREEMENTS BEING SOMETIMES COLLECTIVELY REFERRED TO HEREIN AS
"LEASES").
(E)
ALL INTANGIBLE PROPERTY OWNED BY SELLER AND USED IN CONNECTION
WITH THE REAL ESTATE, IMPROVEMENTS AND PERSONAL PROPERTY, INCLUDING
SPECIFICALLY, WITHOUT LIMITATION, ALL RIGHT, TITLE AND INTEREST OF SELLER IN AND
TO THE FOLLOWING: (I) ALL TRADEMARKS AND TRADE NAMES USED IN CONNECTION WITH ANY
PART OF THE REAL ESTATE AND IMPROVEMENTS (SPECIFICALLY EXCLUDING, HOWEVER, THE
NAME "BEHRINGER HARVARD", ANY DERIVATIVE THEREOF OR ANY NAME WHICH INCLUDES THE
WORDS "BEHRINGER HARVARD" OR ANY DERIVATIVE THEREOF), (II) ALL PLANS AND
SPECIFICATIONS, IF ANY, IN THE POSSESSION OF SELLER WHICH WERE PREPARED IN
CONNECTION WITH THE CONSTRUCTION OF ANY OF THE IMPROVEMENTS, (III) ALL LICENSES,
PERMITS AND WARRANTIES NOW IN EFFECT WITH RESPECT TO THE REAL ESTATE,
IMPROVEMENTS AND PERSONAL PROPERTY, AND (IV) ALL PROPERTY DOCUMENTS (AS
HEREINAFTER DEFINED) IN EFFECT AT CLOSING AND ANY OTHER CONTRACTS TO BE ASSIGNED
TO PURCHASER IN ACCORDANCE WITH THIS AGREEMENT THAT IN ANY WAY RELATE TO THE
PROPERTY (AS HEREINAFTER