1.19
"PURCHASE PRICE"
SHALL MEAN ONE HUNDRED TWELVE
MILLION NINE HUNDRED TEN THOUSAND EIGHT HUNDRED AND TWENTY-FOUR DOLLARS
($112,910,824) (WHICH IS THE SUM OF THE ALLOCABLE PURCHASE PRICES).
1.20
"PURCHASER"
SHALL HAVE THE MEANING GIVEN SUCH TERM
IN THE PREAMBLES TO THIS AGREEMENT, TOGETHER WITH ANY PERMITTED SUCCESSORS AND
ASSIGNS.
1.21
"RENT ROLL"
SHALL MEAN SCHEDULE C TO THIS
AGREEMENT.
1.22
"SELLER" AND "SELLERS"
SHALL HAVE THE MEANINGS
GIVEN SUCH TERMS IN THE PREAMBLES TO THIS AGREEMENT, TOGETHER WITH ANY PERMITTED
SUCCESSORS AND ASSIGNS.
1.23
"TITLE COMPANY"
SHALL MEAN LAWYERS TITLE INSURANCE
CORPORATION.
1.24
"UPDATE" AND "UPDATES" SHALL HAVE THE MEANINGS
GIVEN SUCH TERMS IN SECTION 3.1.
SECTION 2.
PURCHASE AND SALE; CLOSING.
2.1
PURCHASE AND SALE.
IN CONSIDERATION OF THE
PAYMENT OF THE PURCHASE PRICE BY THE PURCHASER TO THE SELLERS AND FOR OTHER GOOD
AND VALUABLE CONSIDERATION, THE SELLERS HEREBY AGREE TO SELL TO THE PURCHASER,
AND THE PURCHASER HEREBY AGREES TO PURCHASE FROM THE SELLERS, THE PROPERTIES FOR
THE PURCHASE PRICE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT.
2.2
CLOSING.
THE PURCHASE AND SALE OF THE
PROPERTIES SHALL BE CONSUMMATED AT A CLOSING (THE "CLOSING") TO BE HELD AT THE
OFFICES OF SULLIVAN & WORCESTER LLP, ONE POST OFFICE SQUARE, BOSTON,
MASSACHUSETTS, OR AT SUCH OTHER LOCATION AS THE SELLER AND THE PURCHASER MAY
AGREE, AT 10:00 A.M., LOCAL TIME, ON AUGUST 8, 2008, AS THE SAME MAY BE
ACCELERATED PURSUANT TO THIS SECTION 2.2 (THE "CLOSING DATE").
Notwithstanding the foregoing, either the Purchaser or the Sellers may
accelerate the Closing Date by giving not less than ten (10) Business Days prior
written notice (an "Acceleration Notice") to the other, in which event the
Closing Date shall be the date set forth in such Acceleration Notice unless the
party receiving the Acceleration Notice gives written notice objecting to the
accelerated date set forth in the Acceleration Notice (a "Rejection Notice") to
the other within five (5) Business Days after its receipt of the Acceleration
Notice, in which event,
4
the Closing Date shall not be accelerated but shall occur as set forth in the
preceding paragraph; provided, however, that the Sellers shall have the right to
give a Rejection Notice only if the acceleration of the Closing Date will
adversely effect the Sellers' ability to conclude a like kind exchange pursuant
to Section 12.15, and the Purchaser shall have the right to give a Rejection
Notice only if the Purchaser determines, in its reasonable discretion, that the
Purchaser does not, or will not, have adequate funds to close on the accelerated
Closing Date.
2.3
PURCHASE PRICE.
(A)
AT CLOSING, THE PURCHASER SHALL PAY THE
PURCHASE PRICE TO THE SELLERS, SUBJECT TO THE FOLLOWING ADJUSTMENTS:
(I)
THERE SHALL BE DEDUCTED FROM THE PURCHASE
PRICE THE ALLOCABLE PURCHASE PRICE WITH RESPECT TO ANY PROPERTY AS TO WHICH THIS
AGREEMENT IS TERMINATED PURSUANT TO THE TERMS HEREOF.
(II)
THERE SHALL BE ADDED TO, OR DEDUCTED FROM,
THE PURCHASE PRICE SUCH AMOUNTS AS MAY