convey indirectly all of its right, title and interest in each of the Property
LLCs in and to:
1.1.1
THOSE CERTAIN PARCELS OF LAND MORE FULLY DESCRIBED IN EXHIBIT A-1,
EXHIBIT A-2 AND EXHIBIT A-3 ATTACHED HERETO (COLLECTIVELY, THE "LAND") AND ALL
TENEMENTS, HEREDITAMENTS AND PRIVILEGES APPURTENANT THERETO, INCLUDING, BUT NOT
LIMITED TO, ANY ESTATE, RIGHT, TITLE, INTEREST, PROPERTY, CLAIM AND DEMAND IN
AND TO ALL STREETS, ALLEYS, RIGHTS-OF-WAY, SIDEWALKS, STRIPS, GORES, EASEMENTS
AND UTILITY LINES OR AGREEMENTS
2
AND AIR RIGHTS, DEVELOPMENT RIGHTS, WATER OR MINERAL RIGHTS IN CONNECTION WITH
THE LAND (COLLECTIVELY, THE "APPURTENANCES");
1.1.2
ALL BUILDINGS, STRUCTURES, IMPROVEMENTS AND FIXTURES ERECTED OR
LOCATED ON THE LAND (THE "IMPROVEMENTS") AND ALL PLANS, SPECIFICATIONS AND
ARCHITECTURAL AND OTHER DRAWINGS, INCLUDING BUT NOT LIMITED TO CAD DRAWINGS (THE
"PLANS") RELATED TO THE IMPROVEMENTS TO THE EXTENT IN THE POSSESSION OR CONTROL
OF SELLER AS OF THE DATE OF THIS AGREEMENT;
1.1.3
THE LEASES TO WHICH ANY ONE OF THE PROPERTY LLCS ARE A PARTY;
1.1.4
ALL LICENSES, PERMITS, CERTIFICATES AND APPROVALS ISSUED BY ANY PUBLIC
OR PRIVATE AUTHORITY FOR THE CONSTRUCTION, USE, OCCUPANCY AND OPERATION OF THE
LAND, APPURTENANCES, AND IMPROVEMENTS IN EACH CASE, ONLY TO THE EXTENT THE SAME
MAY BE TRANSFERRED (COLLECTIVELY, THE "PERMITS");
1.1.5
ALL INTANGIBLE ASSETS RELATED TO THE LAND, APPURTENANCES, IMPROVEMENTS
AND PERSONAL PROPERTY, IF ANY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
CONTRACT RIGHTS, (INCLUDING ANY SURVIVING RIGHTS UNDER THE PURCHASE AGREEMENT
AND ANY RELATED AGREEMENT THROUGH WHICH EACH OF THE PROPERTY LLCS ACQUIRED THE
PROPERTY) WARRANTIES AND GUARANTIES, MARKETING MATERIALS, LOGOS, AND THE
NON-EXCLUSIVE RIGHT TO ALL TRADE NAMES RELATING TO THE LAND, IMPROVEMENTS AND
PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, THE TRADE NAMES, IF ANY, SET
FORTH ON SCHEDULE 1.1.5, IN EACH CASE, ONLY TO THE EXTENT THE SAME MAY BE
TRANSFERRED; PROVIDED, HOWEVER, THAT ANY SERVICE MARKS, TRADEMARKS OR OTHER
INTELLECTUAL PROPERTY RIGHTS RELATING TO THE FOREGOING AND CONTAINING REFERENCES
TO "BEACON CAPITAL," "BCSP" OR ANY DERIVATION THEREOF ARE SPECIFICALLY EXCLUDED
(COLLECTIVELY THE "INTANGIBLE PROPERTY");
1.1.6
ALL PERSONAL PROPERTY LISTED IN SCHEDULE 1.1.6 ATTACHED HERETO AND ALL
ADDITIONAL PERSONAL PROPERTY OWNED BY EACH OF THE PROPERTY LLCS AND USED OR TO
BE USED IN CONNECTION WITH LAND AND THE IMPROVEMENTS (COLLECTIVELY, THE
"PERSONAL PROPERTY");
1.1.7
TO THE EXTENT NECESSARY TO OWN, OPERATE AND/OR CONDUCT THE TRUSTS, THE
PROPERTY LLCS, OFP EQUITY, OFP HOLDINGS, 200 SOUTH WACKER SERVICES AND OFP
SERVICES (COLLECTIVELY, THE "TRANSFERRED COMPANIES") AND THEIR RESPECTIVE
BUSINESSES, ALL NON-PRIVILEGED DOCUMENTATION OF SELLER, NOT CONSIDERED
PROPRIETARY (E.G. APPRAISALS, INTERNAL VALUATIONS, AND LEASING AND OTHER
OPERATIONAL STRATEGIES), RELATED TO THE TRANSFERRED COMPANIES AND THE PROPERTY,
INCLUDING BUT NOT LIMITED TO MINUTE BOOKS, ORGANIZATIONAL DOCUMENTS, BOOKS OF
ACCOUNT, FINANCIAL AND ACCOUNTING RECORDS, FILES AND OTHER DATA AND
DOCUMENTATION, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE RETAINED BY
SELLER (AND IN SUCH CASE COPIES ARE TO BE MADE AVAILABLE TO PURCHASER) AND
EXCLUSIVE OF ANY DOCUMENTATION RELATING TO THE EVALUATION OF THE DISPOSITION OF
THE SHARES OR PROPERTY (THE "TRANSFERRED DOCUMENTATION"); AND