CORPORATION, a Delaware corporation ("Purchaser").
R E C I T A L S:
Seller, as landlord, and Purchaser, as tenant, have entered into that certain
Lease Agreement dated February 8, 2006, by and between Seller and Purchaser with
respect to the lease by Seller of the Premises described therein to Purchaser,
as amended by that certain First Amendment to Lease Agreement dated August 7,
2006, but effective as of June 15, 2006, that certain Second Amendment to Lease
Agreement entered into effective as of October 6, 2006 (the "Second Amendment")
and that certain Third Amendment to Lease Agreement entered into simultaneously
with the date hereof (the "Third Amendment") (collectively, the "Lease").
NOW, THEREFORE, in consideration of the foregoing, of the covenants, promises
and undertakings set forth herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
agree as follows:
1.
THE PROPERTY.
1.1.
DESCRIPTION. SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AND FOR THE CONSIDERATION HEREIN SET FORTH, SELLER AGREES TO SELL AND
TRANSFER, AND PURCHASER AGREES TO PURCHASE AND ACQUIRE, ALL OF SELLER'S RIGHT,
TITLE AND INTEREST IN THE REAL PROPERTY AND PERSONALTY CONSTITUTING THE PREMISES
AS DEFINED IN THE LEASE, INCLUDING WITHOUT LIMITATION THE FOLLOWING
(COLLECTIVELY, THE "PROPERTY"):
1.1.1.
CERTAIN LAND (THE "LAND") LOCATED ON THE WESTERN SIDE OF OVERVIEW
DRIVE IN WATERFORD BUSINESS PARK, CITY OF ROCK HILL, YORK COUNTY, SOUTH, AND
MORE SPECIFICALLY DESCRIBED IN EXHIBIT 1.1.1 ATTACHED HERETO, WHICH LAND
SPECIFICALLY INCLUDES THE EXPANSION LAND (AS DEFINED IN THE LEASE);
1.1.2.
THE BUILDINGS, PARKING AREAS, IMPROVEMENTS, AND FIXTURES NOW
SITUATED OR BEING CONSTRUCTED ON THE LAND PURSUANT TO THE LEASE (THE
"IMPROVEMENTS");
1.1.3.
ALL FURNITURE, PERSONAL PROPERTY, MACHINERY, APPARATUS, AND
EQUIPMENT OWNED BY SELLER AND CURRENTLY USED IN THE OPERATION, REPAIR AND
MAINTENANCE OF THE LAND AND IMPROVEMENTS AND SITUATED THEREON (COLLECTIVELY, THE
"PERSONAL PROPERTY"), AND GENERALLY DESCRIBED ON EXHIBIT 1.1.3 ATTACHED HERETO.
THE PERSONAL PROPERTY TO BE CONVEYED IS SUBJECT TO DEPLETIONS, REPLACEMENTS AND
ADDITIONS IN THE ORDINARY COURSE OF SELLER'S BUSINESS;
1.1.4.
ALL EASEMENTS, HEREDITAMENTS, AND APPURTENANCES BELONGING TO OR
INURING TO THE BENEFIT OF SELLER AND PERTAINING TO THE LAND, IF ANY;
1
1.1.5.
ANY STREET OR ROAD ABUTTING THE LAND;
1.1.6.
SUBJECT TO SECTION 3.3.1, ALL CONTRACTS AND AGREEMENTS RELATING TO
THE OPERATION OR MAINTENANCE OF THE LAND, IMPROVEMENTS OR PERSONAL PROPERTY THE
TERMS OF WHICH EXTEND BEYOND MIDNIGHT OF THE DAY PRECEDING THE CLOSING DATE (AS
HEREINAFTER DEFINED); AND
1.1.7.
SUBJECT TO SECTION 3.3.2, ALL ENGINEER'S, DESIGNER'S,
MANUFACTURER'S AND BUILDER'S GUARANTIES AND WARRANTIES RELATING TO THE LAND,
IMPROVEMENTS OR PERSONAL PROPERTY.
1.2.
"AS-IS" PURCHASE. SELLER WARRANTS THE IMPROVEMENTS INCLUDING,
WITHOUT LIMITATION, THE FOUNDATIONS, SLAB, STRUCTURAL FRAME, ROOF DECK, AND
EXTERIOR WALLS OF THE IMPROVEMENTS AGAINST DEFECTIVE DESIGN, WORKMANSHIP, AND
MATERIALS, LATENT OR OTHERWISE, FOR A PERIOD OF ONE YEAR FROM THE DATE OF
SUBSTANTIAL COMPLETION (THE "WARRANTY PERIOD"). SELLER SHALL REPAIR OR REPLACE
AT ITS SOLE COST AND EXPENSE ANY DEFECTIVE ITEM OF IMPROVEMENTS OCCASIONED BY
DEFECTIVE DESIGN, WORKMANSHIP,