Exhibit 10.1
REAL ESTATE SALE AGREEMENT
One Paces West
and Two Paces West, Cobb County, Georgia
THIS REAL ESTATE SALE AGREEMENT (this "Agreement") is made effective as of March
7, 2006 (the "Effective Date"), by and between GA-PACES, L.L.C., a Delaware
limited liability company ("Seller"), and HARVARD PROPERTY TRUST, LLC, a
Delaware limited liability company doing business as Berhringer Harvard Funds
("Purchaser"). In consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:
1.
PURCHASE AND SALE OF PROPERTY.
SUBJECT TO AND IN ACCORDANCE WITH
THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, PURCHASER SHALL PURCHASE
FROM SELLER AND SELLER SHALL SELL TO PURCHASER THOSE CERTAIN PARCELS OF REAL
ESTATE (THE "REAL PROPERTY") IN THE CITY OF ATLANTA, COUNTY OF COBB, STATE OF
ILLINOIS, WHICH PARCELS ARE MORE PARTICULARLY DESCRIBED IN ATTACHED EXHIBIT A,
AND UPON WHICH ARE LOCATED AN OFFICE BUILDING COMMONLY KNOWN AS "ONE PACES
WEST," AND AN OFFICE BUILDING COMMONLY KNOWN AS "TWO PACES WEST," TOGETHER WITH:
(I) ALL BUILDINGS AND IMPROVEMENTS OWNED BY SELLER, AND ANY AND ALL OF SELLER'S
RIGHTS, EASEMENTS, LICENSES AND PRIVILEGES PRESENTLY THEREON OR APPERTAINING
THERETO (THE "IMPROVEMENTS"); (II) SELLER'S RIGHT, TITLE AND INTEREST IN AND TO
THE LEASES, OCCUPANCY AGREEMENTS AND LICENSE AGREEMENTS AFFECTING THE PROPERTY
OR ANY PART THEREOF (THE "LEASES"); (III) ALL FURNITURE, FURNISHINGS, FIXTURES,
EQUIPMENT AND OTHER TANGIBLE PERSONAL PROPERTY OWNED BY SELLER, LOCATED ON THE
PROPERTY AND USED SOLELY IN CONNECTION THEREWITH, BUT SPECIFICALLY EXCLUDING ANY
AND ALL COMPUTER HARDWARE AND SOFTWARE (THE "TANGIBLE PERSONAL PROPERTY"), A
LIST OF WHICH IS ATTACHED HERETO AS EXHIBIT B; AND (IV) ALL RIGHT, TITLE AND
INTEREST OF SELLER UNDER ANY AND ALL OF THE MAINTENANCE, SERVICE, LEASING,
BROKERAGE, ADVERTISING AND OTHER LIKE CONTRACTS AND AGREEMENTS WITH RESPECT TO
THE OWNERSHIP AND OPERATION OF THE PROPERTY (EXCLUDING CONTRACTS DESIGNATED AS
"NATIONAL" OR "REGIONAL" SERVICE CONTRACTS) (THE "SERVICE CONTRACTS"), A LIST OF
WHICH IS ATTACHED HERETO AS EXHIBIT C; (V) TO THE EXTENT ASSIGNABLE ALL
WARRANTIES AND GUARANTIES (EXPRESS OR IMPLIED) ISSUED TO SELLER IN CONNECTION
WITH THE IMPROVEMENTS OR THE PERSONAL PROPERTY (SELLER SHALL PAY ANY AND ALL
FEES DUE IN CONNECTION WITH THE ASSIGNMENT OF SUCH WARRANTIES AND GUARANTIES);
AND (VI) SELLER'S RIGHT, TITLE AND INTEREST, TO THE EXTENT TRANSFERABLE, IN AND
TO (1) ALL APPROVALS, ENTITLEMENTS, THE RIGHT TO USE THE NAMES "ONE PACES WEST"
AND "TWO PACES WEST" (IT BEING ACKNOWLEDGED BY PURCHASER THAT SELLER DOES NOT
HAVE EXCLUSIVE RIGHTS TO USE SUCH NAMES AND THAT SELLER HAS NOT REGISTERED
THE
SAME IN ANY MANNER), ALL LICENSES AND PERMITS, AND (2) TO THE EXTENT IN SELLER'S
POSSESSION, ANY BLUEPRINTS, PLANS, SPECIFICATIONS, MAPS OR DRAWINGS, BUT ONLY TO
THE EXTENT THAT THE SAME IS NOW USED IN CONNECTION WITH THE OPERATION,
OWNERSHIP, MAINTENANCE, MANAGEMENT, OR OCCUPANCY OF THE REAL PROPERTY (AND NOT
TO ANY OTHER PROPERTY OWNED BY SELLER OR ITS AFFILIATES) AND SUBJECT TO ANY
RIGHTS