LAND, (B) BUILDING, (C) ALL
EASEMENTS, RIGHTS OF WAY, RESERVATIONS, PRIVILEGES, APPURTENANCES AND OTHER
ESTATES AND RIGHTS OF COMPANY PERTAINING TO THE LAND AND/OR THE BUILDING, IF
ANY, (D) ALL RIGHT, TITLE AND INTEREST OF COMPANY, IF ANY, IN AND TO ALL
FIXTURES, MACHINERY, EQUIPMENT, SUPPLIES AND OTHER ARTICLES OF PERSONAL PROPERTY
ATTACHED OR APPURTENANT TO THE LAND OR THE BUILDING, OR USED IN CONNECTION
THEREWITH (OTHER THAN THOSE BELONGING TO TENANTS OF THE BUILDING) (COLLECTIVELY,
THE "PERSONAL PROPERTY"), (ACQUIRER ACKNOWLEDGES THAT THE PERSONAL PROPERTY HAS
NO VALUE AND THAT NO PORTION OF THE CONSIDERATION ALLOCATED TO THE PERSONAL
PROPERTY) (E) ALL DEVELOPMENT RIGHTS, OIL, GAS AND MINERAL RIGHTS OF COMPANY, IF
ANY, IN AND TO THE LAND, (F) ALL LICENSES, FRANCHISES, CERTIFICATES AND PERMITS
HELD BY COMPANY IN CONNECTION WITH THE OPERATION OF THE LAND AND BUILDING, (G)
THE LEASES (AS HEREINAFTER DEFINED), GUARANTEES OF THE LEASES AND ALL SECURITY
3
DEPOSITS ASSOCIATED THEREWITH, (H) THE CONTRACTS (AS HEREINAFTER DEFINED) AND
(I) ALL RIGHT, TITLE AND INTEREST OF COMPANY, IF ANY, IN AND TO THE TRADE NAMES
OF THE BUILDING (THE LAND, TOGETHER WITH ALL OF THE FOREGOING ITEMS LISTED IN
CLAUSES (A)-(I) ABOVE BEING HEREINAFTER SOMETIMES COLLECTIVELY REFERRED TO AS
THE "PROPERTY").
ALL CASH, CASH EQUIVALENTS, SECURITIES, BANK ACCOUNTS AND
FUNDS (INCLUDING, WITHOUT LIMITATION THE LENDER'S ESCROWS (AS HEREINAFTER
DEFINED)) OF THE PARTNERSHIP, THE INTERMEDIATE ENTITIES (AS HEREINAFTER DEFINED)
AND THE COMPANY ARE NOT BEING SOLD, CONTRIBUTED OR TRANSFERRED PURSUANT TO THIS
AGREEMENT, NOR SHALL SAME BE CONTRIBUTED TO THE COMPANY, BUT SHALL BE
DISTRIBUTED TO THE TRANSFERORS AT OR PRIOR TO CLOSING.
1.2.
THE CONTRIBUTORS AGREE TO CONTRIBUTE, TRANSFER
AND ASSIGN TO ACQUIRER AND ACQUIRER AGREES TO RECEIVE FROM THE CONTRIBUTORS ALL
THEIR MEMBERSHIP INTERESTS IN EXCHANGE FOR A PARTNERSHIP INTERESTS IN THE
ACQUIRER FOR A PORTION OF THE CONSIDERATION AND ON AND SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
SECTION 2.
CONSIDERATION; EARNEST
MONEY.
2.1.
THE CONSIDERATION TO BE PAID BY ACQUIRER FOR
THE MEMBERSHIP INTERESTS IS TWO HUNDRED THIRTY MILLION FOUR HUNDRED EIGHTY
THOUSAND DOLLARS ($230,480,000.00), SUBJECT TO SUCH APPORTIONMENTS, ADJUSTMENTS
AND CREDITS AS ARE PROVIDED HEREIN, PAYABLE AS SET FORTH BELOW IN SECTIONS
2.1.1, 2.1.2, 2.1.3 AND 2.1.4 (THE "CONSIDERATION").
A PORTION OF THE
CONSIDERATION SHALL BE PAYABLE BY ACQUIRER OR ITS DESIGNEE IN THE FOLLOWING
MANNER, REFLECTING THE ACQUISITION OF THE MEMBERSHIP INTERESTS BY ACQUIRER OR
ITS DESIGNEE:
(A) THE ISSUANCE BY ACQUIRER OF OP UNITS (AS HEREINAFTER DEFINED)
TO CONTRIBUTORS, AS DESCRIBED IN SECTION 2.1.3, IN CONSIDERATION FOR
CONTRIBUTORS' CONTRIBUTION OF THE MEMBERSHIP INTERESTS OWNED THEREBY (THE
"CONTRIBUTED INTERESTS"), AND (B) THE PAYMENT BY ACQUIRER OR ITS DESIGNEE OF THE
EARNEST MONEY (AS HEREINAFTER DEFINED) AND CASH COMPONENT (AS HEREINAFTER
DEFINED), AS DESCRIBED IN SECTIONS 2.1.1 AND 2.1.4, IN CONSIDERATION FOR THE
SALE BY THE TRANSFERORS OTHER THAN CONTRIBUTORS TO ACQUIRER OR ITS DESIGNEE OF
THE NON-CONTRIBUTED PORTION (AS HEREINAFTER DEFINED).
ACQUIRER OR ITS DESIGNEE
IS ACQUIRING THE MEMBERSHIP INTERESTS IN THE COMPANY WHOSE INTEREST IN THE
PROPERTY IS