to the Leases.
"Tenant Notice Letters" has the meaning ascribed to such term in
Section 10.2(e), and are to be delivered by Purchaser to Tenants pursuant to
Section 10.6.
"Termination Surviving Obligations" means the rights, liabilities and
obligations set forth in Sections 5.2, 5.3, 5.4, 12.1, Articles XIII and XIV,
16.1, 18.2 and 18.8, and any other provisions which pursuant to their terms
survive any termination of this Agreement.
"Title Commitment" has the meaning ascribed to such term in Section 6.2(a).
"Title Company" means First American Title Insurance Company of New York.
"Title Objections" has the meaning ascribed to such term in Section 6.2(a).
"Title Policy" has the meaning ascribed to such term in Section 6.2(a).
"Updated Survey" has the meaning ascribed to such term in Section 6.1.
SECTION 1.2
REFERENCES: EXHIBITS AND SCHEDULES.
EXCEPT AS OTHERWISE
SPECIFICALLY INDICATED, ALL REFERENCES IN THIS AGREEMENT TO ARTICLES OR SECTIONS
REFER TO ARTICLES OR SECTIONS OF THIS AGREEMENT, AND ALL REFERENCES TO EXHIBITS
OR SCHEDULES REFER TO EXHIBITS OR SCHEDULES ATTACHED HERETO, ALL OF WHICH
EXHIBITS AND SCHEDULES ARE INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT
BY REFERENCE. THE WORDS "HEREIN," "HEREOF," "HEREINAFTER" AND WORDS AND PHRASES
OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
SECTION OR ARTICLE.
ARTICLE II
AGREEMENT OF PURCHASE AND SALE
SECTION 2.1
AGREEMENT.
SELLER HEREBY AGREES TO SELL, CONVEY AND
ASSIGN TO PURCHASER, AND PURCHASER HEREBY AGREES TO PURCHASE AND ACCEPT FROM
SELLER, ON THE CLOSING DATE AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, ALL OF THE FOLLOWING (INDIVIDUALLY AND COLLECTIVELY, THE "PROPERTY"):
(A)
THE REAL PROPERTY;
(B)
THE IMPROVEMENTS;
(C)
THE PERSONAL PROPERTY;
(D)
THE INTANGIBLE PROPERTY;
(E)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST AS LESSOR IN AND TO THE
LEASES AND, SUBJECT TO THE TERMS OF THE RESPECTIVE APPLICABLE LEASES, THE
SECURITY DEPOSITS; AND
(F)
TO THE EXTENT ASSIGNABLE, THE SERVICE CONTRACTS AND THE LICENSES
AND PERMITS.
ALL RIGHT, TITLE AND INTEREST IN AND TO THE NAMES, TRADEMARKS AND
SERVICEMARKS OF SELLER AND MCRC, INCLUDING BUT NOT LIMITED TO THE RIGHT TO USE
THE NAME "MACK-CALI", ARE EXCLUDED FROM THE PROPERTY.
SECTION 2.2
INDIVISIBLE ECONOMIC PACKAGE.
PURCHASER HAS NO RIGHT TO
PURCHASE, AND SELLER HAS NO OBLIGATION TO SELL, LESS THAN ALL OF THE PROPERTY,
IT BEING THE EXPRESS AGREEMENT AND UNDERSTANDING OF PURCHASER AND SELLER THAT,
AS A MATERIAL INDUCEMENT TO SELLER AND PURCHASER TO ENTER INTO THIS AGREEMENT,
PURCHASER HAS AGREED TO PURCHASE, AND SELLER HAS AGREED TO SELL, ALL OF THE
PROPERTY, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.
ARTICLE III
CONSIDERATION
SECTION 3.1
PURCHASE PRICE.
THE PURCHASE PRICE FOR THE PROPERTY (THE
"PURCHASE PRICE") SHALL BE ONE HUNDRED NINETY-FIVE MILLION TWO HUNDRED
NINETY-FIVE THOUSAND DOLLARS
($195,295,000) IN LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, PAYABLE AS
PROVIDED IN SECTION 3.3.
THE PURCHASE PRICE SHALL BE ALLOCATED AMONG THE REAL
PROPERTY AND IMPROVEMENTS IN ACCORDANCE WITH EXHIBIT K.
NO PORTION OF THE