at Seller's sole expense
pursuant to customary closing escrow arrangements reasonably satisfactory to
Seller and Purchaser, each of the following items:
(A)
A QUITCLAIM DEED (THE "DEED") DULY EXECUTED
AND ACKNOWLEDGED BY SELLER, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT 8.2(A), SUBJECT ONLY TO THE PERMITTED EXCEPTIONS AND THE MATTERS
REFERRED TO IN SECTION 1(A) AND TOGETHER WITH THE BENEFIT OF THE MATTERS
REFERRED TO IN SECTION 1(A).
THE ACCEPTANCE OF THE DEED BY PURCHASER OR ITS
NOMINEE, AS THE CASE MAY BE, SHALL BE DEEMED TO BE A FULL PERFORMANCE AND
DISCHARGE OF EVERY AGREEMENT AND OBLIGATION HEREIN CONTAINED OR EXPRESSED,
EXCEPT SUCH AS ARE, BY THE TERMS HEREOF, TO BE PERFORMED AFTER DELIVERY OF THE
DEED.
(B)
A DULY EXECUTED AND ACKNOWLEDGED ORIGINAL
BILL OF SALE AND GENERAL ASSIGNMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT 8.2(B).
(C)
ALL KEYS TO ALL LOCKS ON THE PROPERTY.
(D)
A NON-FOREIGN PERSON AFFIDAVIT IN CUSTOMARY
FORM SWORN TO BY SELLER AS REQUIRED BY SECTION 1445 OF THE INTERNAL REVENUE
CODE.
(E)
A CERTIFICATE IN THE FORM ATTACHED HERETO
AS EXHIBIT 8.2(E) STATING THAT ALL REPRESENTATIONS AND WARRANTIES MADE BY SELLER
IN THIS AGREEMENT REMAIN TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED IN SUCH CERTIFICATE.
(F)
SUCH EVIDENCE, CERTIFICATES OR DOCUMENTS
AS MAY BE REASONABLY REQUIRED BY THE TITLE COMPANY RELATING TO:
(I) MECHANICS'
OR SUPPLIERS' LIENS; (II) PARTIES IN POSSESSION; OR (III) THE STATUS AND
CAPACITY OF SELLER AND THE AUTHORITY OF THE PERSON OR PERSONS WHO ARE EXECUTING
THE VARIOUS DOCUMENTS ON BEHALF OF SELLER IN CONNECTION WITH THE SALE OF THE
PROPERTY, AND IN ANY EVENT, COPIES OF SELLER'S LEGAL EXISTENCE CERTIFICATE FROM
THE STATE OF DELAWARE AND APPROPRIATE VOTES AND AUTHORIZATIONS TO ENTER INTO AND
CLOSE THE TRANSACTION CONTEMPLATED HEREIN.
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(G)
ALL PROPERTY CONTRACTS AND ALL OTHER
DOCUMENTS IN THE POSSESSION OF SELLER OR ITS PROPERTY MANAGER RELATING TO THE
OPERATION OF THE PROPERTY INCLUDING ALL PERMITS, LICENSES, APPROVALS, PLANS,
SPECIFICATIONS, SURVEYS, GUARANTIES AND WARRANTIES.
(H)
A DULY EXECUTED ORIGINAL COUNTERPART OF A
CLOSING STATEMENT IN ACCORDANCE HEREWITH.
(I)
A DULY EXECUTED LEASE (THE "PRAECIS
LEASE") BETWEEN PURCHASER, AS LANDLORD, AND PRAECIS PHARMACEUTICALS INCORPORATED
("PRAECIS"), AS TENANT, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT 8.2(I).
(J)
ALL BOOKS AND RECORDS RELATING TO THE
PROPERTY AND ITS OPERATION AND MANAGEMENT, INCLUDING, BUT NOT LIMITED TO, ALL
FINANCIAL RECORDS, REPORTS AND STATEMENTS IN SELLER'S POSSESSION OR CONTROL.
(K)
SUCH OTHER DOCUMENTS AS MAY BE REASONABLY
NECESSARY OR APPROPRIATE TO EFFECT THE CONSUMMATION OF THE TRANSACTION WHICH IS
THE SUBJECT OF THIS AGREEMENT OR WHICH ARE OTHERWISE REQUIRED OR CONTEMPLATED BY
THIS AGREEMENT.
8.3
Purchaser's Deliveries.
At or prior to the
Closing, Purchaser shall deliver the following items pursuant to customary
closing escrow arrangements reasonably satisfactory to Seller and Purchaser:
(A)
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FEDERAL FUNDS, THE PURCHASE PRICE, LESS THE AMOUNT OF THE DEPOSIT AND AS
ADJUSTED FOR THE PRORATIONS PROVIDED