Schedule 1-A hereto (each, a "Seller" and, collectively, the "Sellers"), having
an address at c/o The Mark Winkler Company, 4900 Seminary Road, Suite 900,
Alexandria, Virginia 22311, and DUKE REALTY LIMITED PARTNERSHIP, an Indiana
limited partnership ("Buyer"), having an address at 600 East 96th Street, Suite
100, Indianapolis, Indiana 46240.
W I T N E S S E T H:
WHEREAS, each Seller is the owner of the tracts of land set forth next to such
Seller's name set forth on Schedule 1-A hereto, which tracts of land are more
particularly described on Exhibits A attached hereto (such land, together with
all appurtenances and rights, privileges, development rights, air rights, rights
of way, and easements appurtenant thereto, are collectively referred herein to
as the "Land"); and
WHEREAS, each Seller desires to sell to Buyer and Buyer desires to purchase from
each Seller, each Property (as defined below), subject to the terms and
conditions of this Agreement.
Certain of the Properties are grouped as
portfolios as shown on Exhibit CC attached hereto (each, a "Portfolio").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each party hereto, and intending to be
legally bound hereby, Sellers and Buyer agree as follows:
ARTICLE I.
SUBJECT OF SALE
SECTION 1.1.
SALE OF THE PROPERTIES. UPON AND SUBJECT TO THE TERMS
AND CONDITIONS HEREIN CONTAINED, SELLERS AGREE TO SELL, TRANSFER, ASSIGN AND
CONVEY TO BUYER, AND BUYER AGREES TO PURCHASE FROM SELLERS EACH SELLER'S
INTEREST IN: (A) THE LAND, (B) THE BUILDINGS AND OTHER IMPROVEMENTS, IF ANY,
LOCATED ON THE LAND (THE "BUILDINGS"), AND (C) EXCEPT TO THE EXTENT OTHERWISE
SET FORTH HEREIN, ALL OF THE OTHER TANGIBLE AND INTANGIBLE PROPERTY OWNED BY
SELLERS IN, ON, ATTACHED TO, APPURTENANT TO, AND USED IN THE OPERATION OR
MAINTENANCE OF, THE LAND OR THE BUILDINGS, INCLUDING, WITHOUT LIMITATION,
DEVELOPMENT RIGHTS AND AIR RIGHTS, IF ANY (COLLECTIVELY WITH THE LAND AND THE
BUILDINGS, THE "PROPERTIES" AND, EACH A "PROPERTY" OR AN "INDIVIDUAL
PROPERTY").
THE SALE OF THE PROPERTIES SHALL INCLUDE, WITHOUT LIMITATION, THE
FOLLOWING:
(A)
SELLERS' INTERESTS AS LANDLORD UNDER ALL LEASES, LICENSES AND OTHER
OCCUPANCY AGREEMENTS FOR SPACE IN THE BUILDINGS REFLECTED IN THE TENANT LIST
ATTACHED AS EXHIBIT B HERETO (AS THE SAME MAY BE AMENDED, MODIFIED, RENEWED OR
EXTENDED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE "LEASES"), TOGETHER
WITH ALL LEASES AND OTHER OCCUPANCY AGREEMENTS RELATING TO THE BUILDINGS ENTERED
INTO BY SELLERS AFTER THE EFFECTIVE DATE IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, TO THE EXTENT THE LEASES DO
1
NOT EXPIRE OR ARE NOT TERMINATED PRIOR TO THE CLOSING DATE (AS HEREINAFTER
DEFINED) IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT;
(B)
SELLERS' INTERESTS, IF ANY, IN ALL REFUNDABLE SECURITY DEPOSITS, WHETHER
IN THE FORM OF CASH, LETTERS OF CREDIT OR OTHER SECURITY, AND, EXCEPT AS
PROVIDED HEREIN, ADVANCE RENTAL PAYMENTS HELD BY SELLERS IN CONNECTION WITH THE
LEASES, RECEIVED FROM THE TENANTS LISTED IN EXHIBIT B ATTACHED HERETO TOGETHER
WITH