Money.
6
2.4.
Purchase Price
7
2.5.
Independent Contract Consideration
7
2.6.
Closing
8
ARTICLE 3.
PURCHASER'S INSPECTION AND REVIEW RIGHTS
8
3.1.
Due Diligence Inspections.
8
3.2.
Seller's Deliveries to Purchaser; Purchaser's Access to Seller's Property
Records.
9
3.3.
Condition of the Property.
11
3.4.
Title and Survey
12
3.5.
Intentionally deleted.
12
3.6.
Termination of Agreement
13
3.7.
Confidentiality
13
ARTICLE 4.
REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS
14
4.1.
Representations and Warranties of Seller
14
4.2.
Knowledge Defined
17
4.3.
Covenants and Agreements of Seller.
17
4.4.
Representations and Warranties of Purchaser.
18
ARTICLE 5.
CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS
19
5.1.
Seller's Closing Deliveries
19
5.2.
Purchaser's Closing Deliveries
21
5.3.
Closing Costs
22
5.4.
Prorations and Credits
23
ARTICLE 6.
CONDITIONS TO CLOSING
24
6.1.
Conditions Precedent to Purchaser's Obligations
24
6.2.
Conditions Precedent to Seller's Obligations
25
ARTICLE 7.
CASUALTY AND CONDEMNATION
26
7.1.
Casualty
26
7.2.
Condemnation
26
ARTICLE 8.
DEFAULT AND REMEDIES
27
8.1.
Purchaser's Default
27
8.2.
Seller's Default
28
ARTICLE 9.
ASSIGNMENT
28
i
9.1.
Assignment
28
ARTICLE 10.
BROKERAGE COMMISSIONS
29
10.1.
Broker
29
ARTICLE 11.
MISCELLANEOUS
29
11.1.
Notices
29
11.2.
Possession
31
11.3.
Time Periods
31
11.4.
Publicity
31
11.5.
Discharge of Obligations
31
11.6.
Severability
31
11.7.
Construction
31
11.8.
Sale Notification Letters
31
11.9.
Intentionally deleted.
32
11.10.
1031 Exchange
32
11.11.
General Provisions
32
11.12.
Attorney's Fees
32
11.13.
Counterparts
33
ARTICLE 12.
INDEMNIFICATION
33
12.1.
Indemnification by Seller
33
12.2.
Indemnification by Purchaser
33
12.3.
Limitations on Seller Indemnification
33
12.4.
Limitations on Purchaser Indemnification
34
12.5.
Survival
34
12.6.
Indemnification as Sole Remedy
35
EXHIBITS AND SCHEDULES
EXHIBIT "A"
DESCRIPTION OF LAND
EXHIBIT "B"
LIST OF PERSONAL PROPERTY
EXHIBIT "C"
LIST OF
COMMISSION AGREEMENTS AND EXISTING MANAGEMENT AGREEMENT
EXHIBIT "D"
FORM
OF ESCROW AGREEMENT
EXHIBIT "E"
LIST OF LEASES
EXHIBIT "F"
EXCEPTION SCHEDULE
EXHIBIT "G"
LIST OF OPERATING AGREEMENTS
EXHIBIT
"H"
FORM OF TENANT ESTOPPEL CERTIFICATE
EXHIBIT "I"
PROPERTY TAX
APPEALS
EXHIBIT "J"
TENANT INDUCEMENT COSTS AND LEASING COMMISSIONS RE
CURRENT TENANTS FOR WHICH SELLER IS RESPONSIBLE
SCHEDULE 1
FORM OF
SPECIAL WARRANTY DEED
SCHEDULE 2
FORM OF ASSIGNMENT AND ASSUMPTION OF
LEASES AND SECURITY DEPOSITS
ii
SCHEDULE 3
FORM OF BILL OF SALE TO PERSONAL PROPERTY
SCHEDULE 4
FORM OF
ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENTS
SCHEDULE 5
FORM OF
GENERAL ASSIGNMENT OF SELLER'S INTEREST IN INTANGIBLE PROPERTY
SCHEDULE 6
FORM OF SELLER'S AFFIDAVIT (FOR PURCHASER'S TITLE INSURANCE PURPOSES)
SCHEDULE 7
FORM OF SELLER'S CERTIFICATE (AS TO SELLER'S REPRESENTATIONS AND
WARRANTIES)
SCHEDULE 8
FORM OF SELLER'S FIRPTA AFFIDAVIT
SCHEDULE 9
FORM OF PURCHASER'S CERTIFICATE (AS TO PURCHASER'S REPRESENTATIONS AND
WARRANTIES)
SCHEDULE 10
WDC DEED
iii