Exhibit 10.98
AGREEMENT OF SALE
by and between
2975 STENDER ASSOCIATES LLC,
as Seller
and
CATALYST SEMICONDUCTOR, INC.,
as Buyer
TABLE OF CONTENTS
Page
1.
Sale and Purchase
1
2.
Certain Fundamental Terms; Payment of Purchase Price
1
3.
Closing
3
4.
Condition of Title
3
5.
Assignment of Existing Agreements.
5
6.
Apportionments.
5
7.
Closing Costs.
7
8.
Municipal Improvements/Notices.
7
9.
Seller's Representations and Covenants.
8
10.
Delivery of Premises Documents
11
11.
Buyer Representations
11
12.
Conditions Precedent to Closing
12
13.
Deliveries at Closing
12
14.
Default.
13
15.
Notices; Computation of Periods
15
16.
Fire or Other Casualty
17
17.
Condemnation
18
18.
Assignability
18
19.
Inspections/Inspection Period
19
20. [a06-4657_1ex10d98.htm#a20_Brokers_SellerAndBuyerEachRep_085309]
Brokers [a06-4657_1ex10d98.htm#a20_Brokers_SellerAndBuyerEachRep_085309]
20
21. [a06-4657_1ex10d98.htm#a21_ConditionOfPremises_aNoWarran_085313]
CONDITION OF PREMISES
[a06-4657_1ex10d98.htm#a21_ConditionOfPremises_aNoWarran_085313]
20
22. [a06-4657_1ex10d98.htm#a22_SurvivalOfProvisions__085320]
Survival of Provisions [a06-4657_1ex10d98.htm#a22_SurvivalOfProvisions__085320]
25
23. [a06-4657_1ex10d98.htm#a23_Miscellaneous__085324]
Miscellaneous [a06-4657_1ex10d98.htm#a23_Miscellaneous__085324]
26
i
24. [a06-4657_1ex10d98.htm#a24_IntentionallyOmitted__085328]
Intentionally Omitted [a06-4657_1ex10d98.htm#a24_IntentionallyOmitted__085328]
27
25. [a06-4657_1ex10d98.htm#a25_SophisticationOfTheParties_Ea_085331]
Sophistication of the Parties
[a06-4657_1ex10d98.htm#a25_SophisticationOfTheParties_Ea_085331]
27
26. [a06-4657_1ex10d98.htm#a26_LimitedLiability_TheObligatio_085333]
Limited Liability
[a06-4657_1ex10d98.htm#a26_LimitedLiability_TheObligatio_085333]
27
27. [a06-4657_1ex10d98.htm#a27_Marketing_SellerShallHaveTheR_085338]
Marketing [a06-4657_1ex10d98.htm#a27_Marketing_SellerShallHaveTheR_085338]
27
28. [a06-4657_1ex10d98.htm#a28_Enforcement_IfEitherPartyHere_085340]
Enforcement [a06-4657_1ex10d98.htm#a28_Enforcement_IfEitherPartyHere_085340]
27
Exhibits
"A"
Legal Description of Premises
"B"
List of Personal Property
"C"
Intentionally Omitted
"D"
Intentionally Omitted
"E"
List of Existing Agreements To Be Assigned
"F"
Form of Assignment and Assumption Agreement
"G"
Information Materials
"H"
Intentionally Omitted
"I"
Intentionally Omitted
"J"
Form of Deed
"K"
Form of Bill of Sale
"L"
Form of FIRPTA Certification
ii
AGREEMENT OF SALE
This AGREEMENT OF SALE (this "Agreement") is made as of February 3, 2006 (the
"Effective Date") by and between 2975 STENDER ASSOCIATES LLC, a Delaware limited
liability company ("Seller"), and CATALYST SEMICONDUCTOR, INC., a Delaware
corporation ("Buyer").
W I T N E S S E T H:
1.
SALE AND
PURCHASE.
SELLER HEREBY AGREES TO SELL AND CONVEY TO BUYER, AND BUYER HEREBY
AGREES TO PURCHASE FROM SELLER, UPON THE TERMS AND CONDITIONS HEREINAFTER SET
FORTH, ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE FOLLOWING:
(A)
REAL PROPERTY.
THAT CERTAIN LOT OR PARCEL OF REAL PROPERTY LOCATED AT 2975
STENDER WAY, SANTA CLARA, CALIFORNIA, AS MORE PARTICULARLY DESCRIBED ON
EXHIBIT "A" HERETO, AND THAT CERTAIN TWO-STORY BUILDING (THE "BUILDING") AND
RELATED IMPROVEMENTS SITUATED ON SUCH PARCEL, TOGETHER WITH ALL THE RIGHTS AND
APPURTENANCES PERTAINING THERETO, INCLUDING ANY RIGHT, TITLE AND INTEREST OF
SELLER (IF ANY) IN AND TO ADJACENT STREETS AND RIGHTS-OF-WAY AND TO ALL
MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES THEREON AND THEREUNDER, AS
WELL AS ALL DEVELOPMENT RIGHTS, AIR RIGHTS, WATER, WATER RIGHTS, RIPARIAN RIGHTS
AND WATER STOCK RELATING THERETO (COLLECTIVELY, THE "PREMISES");
(B)
PERSONAL PROPERTY.
THE FIXTURES, FURNISHINGS, EQUIPMENT AND OTHER ITEMS OF
PERSONAL PROPERTY, IF ANY, OWNED BY SELLER AND LOCATED ON, AND USED IN
CONNECTION WITH THE OPERATION OF THE PREMISES, INCLUDING, WITHOUT LIMITATION,
ALL APPARATUS, EQUIPMENT AND APPLIANCES USED IN CONNECTION WITH THE OPERATION OR
OCCUPANCY OF THE PREMISES, SUCH AS HEATING AND AIR CONDITIONING SYSTEMS AND
FACILITIES USED TO PROVIDE ANY UTILITY, REFRIGERATION, VENTILATION, GARBAGE
DISPOSAL, OR OTHER SERVICES ON THE PREMISES, AND ALONG WITH ALL