transfers, assigns, sets over
and grants, absolutely and unconditionally, to Assignee, any and all of Seller's
right, title and interest in and to the Personalty to have and to hold the
Personalty unto Purchaser, its successors and assigns, forever.
2.
The Personalty is sold in an "As Is" condition and Seller makes
no warranties, express or implied (other than the forgoing warranty of title),
including, without limitation, implied warranties of merchantability or fitness
for a particular purpose with respect to any items of the Personalty.
3.
This Bill of Sale shall be binding upon and inure to the benefit
of Seller and Purchaser and their respective successors and assigns.
4.
This Bill of Sale may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
104
SIGNATURE PAGE
IN WITNESS WHEREOF, we have hereunto set our hands and seals as of
this
day of
, 200
.
PURCHASER:
PANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company
By:
David Hagan, Partner
Date:
SELLER:
SAMSONITE CORPORATION,
a Delaware corporation
By:
Richard H. Wiley
Chief Financial Officer
Date:
105
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AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
WITNESSETH
ARTICLE 1 DEFINITIONS
ARTICLE 2 AGREEMENT TO PURCHASE AND SELL
ARTICLE 3 LEASE
ARTICLE 4 RETAINED PARCEL
ARTICLE 5 REMEDIATION
ARTICLE 6 INDEMNIFICATION
ARTICLE 7 METRO DISTRICT
ARTICLE 8 PURCHASE PRICE
ARTICLE 9 REVIEW PERIOD
ARTICLE 10 TITLE INSURANCE AND SURVEYS
ARTICLE 11 REPRESENTATIONS AND WARRANTIES
ARTICLE 12 THE CLOSING
ARTICLE 13 DEFAULTS; REMEDIES
ARTICLE 14 OPERATION OF THE PROPERTY PRIOR TO CLOSING
ARTICLE 15 TELECOMMUNICATIONS BUILDING
ARTICLE 16 MISCELLANEOUS
SIGNATURE PAGE
EXHIBIT INDEX
EXHIBIT A Legal Description of Property and Retained Parcel
LEGAL DESCRIPTION
LEGAL DESCRIPTION
LEGAL DESCRIPTION
LEGAL DESCRIPTION
EXHIBIT B Property to be Leased Back - Site Plan
EXHIBIT C Form of Lease LEASE AGREEMENT (Single Tenant Facility)
Exhibit "A" Legal Description
Exhibit "B" Site Plan
EXHIBIT D Retained Parcel
EXHIBIT E Due Diligence Materials
DUE DILIGENCE CHECKLIST - PANATTONI PURCHASE (1/19/2005 1:06 PM)
EXHIBIT F Seller's Transmittal Letter of Due Diligence Materials Bearing
Evidence of Receipt by Purchaser
INTENTIONALLY OMITTED
EXHIBIT G Form of Special Warranty Deed
SPECIAL WARRANTY DEED
LEGAL DESCRIPTION
LEGAL DESCRIPTION
LEGAL DESCRIPTION
LEGAL DESCRIPTION
EXHIBIT H FIRPTA
SIGNATURE PAGE
EXHIBIT I Option to Purchase Real Estate
OPTION TO PURCHASE REAL ESTATE
SIGNATURE PAGE
EXHIBIT "A" to Option To Purchase Real Estate
EXHIBIT "B" to Option To Purchase Real Estate
EXHIBIT A Legal Description of Property
EXHIBIT J Memorandum of Option to Purchase Real Estate
MEMORANDUM OF OPTION TO PURCHASE REAL ESTATE
EXHIBIT A Legal Description of Property
EXHIBIT K Ground Lease
GROUND LEASE RECITALS
SIGNATURE PAGE
EXHIBIT "A" (to Ground Lease)
Legal Description
EXHIBIT L Bill of Sale
WITNESSETH
SIGNATURE PAGE