SELLER
HAS (I) OBTAINED CERTAIN GOVERNMENTAL PERMITS AND APPROVALS, (II) OBTAINED
CERTAIN CONTRACTUAL RIGHTS AND OTHER INTANGIBLE ASSETS, AND (III) ACQUIRED
CERTAIN OTHER ITEMS OF TANGIBLE PERSONAL PROPERTY MORE COMPLETELY DESCRIBED IN
EXHIBIT B (COLLECTIVELY, THE "PERSONAL PROPERTY").
THE REAL PROPERTY, THE AIR
RIGHTS PARCEL AND THE PERSONAL PROPERTY ARE COLLECTIVELY REFERRED TO AS THE
"PROPERTY."
1.5
PURCHASE AND SALE.
SELLER NOW DESIRES TO SELL AND BUYER NOW
DESIRES TO PURCHASE ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE
PROPERTY, UPON THE TERMS AND COVENANTS AND SUBJECT TO THE CONDITIONS SET FORTH
BELOW.
ARTICLE II
PURCHASE PRICE
2.1
PRICE.
IN CONSIDERATION OF THE COVENANTS HEREIN CONTAINED, SELLER
HEREBY AGREES TO SELL AND BUYER HEREBY AGREES TO PURCHASE THE PROPERTY FOR A
TOTAL PURCHASE PRICE OF $110,500,000 (THE "PURCHASE PRICE").
NOTWITHSTANDING
THE FOREGOING, IF RSUI INDEMNITY COMPANY, INC. ("RSUI") EXERCISES ITS EXPANSION
OPTION WITH RESPECT TO THE EXPANSION OPTION SPACE (AS DEFINED IN THE RSUI LEASE
(AS DEFINED HEREIN)) UNDER THE RSUI LEASE, THE PURCHASE PRICE SHALL BE INCREASED
BY AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE QUOTIENT OBTAINED BY DIVIDING (X)
THE NUMBER OF RENTABLE SQUARE FEET OF EXPANSION OPTION SPACE TO BE LEASED BY
RSUI PURSUANT TO THE EXERCISE OF SUCH OPTION BY (Y) 24,577 AND (II) $250,000.
THE PURCHASE PRICE SHALL BE PAID BY BUYER AS FOLLOWS:
2.1.1
DEPOSIT.
BUYER SHALL, WITHIN TWO BUSINESS DAYS OF THE DATE HEREOF,
DELIVER TO ESCROW AGENT BY BANK WIRE OF IMMEDIATELY AVAILABLE FUNDS THE SUM OF
$2,000,000 (THE "DEPOSIT") TO INSURE THE FULL AND FAITHFUL PERFORMANCE BY BUYER
OF THE TERMS OF THIS AGREEMENT.
2.1.2
WITHIN TWO BUSINESS DAYS AFTER THE EXPIRATION OF THE INVESTIGATION
PERIOD (AS DEFINED IN SECTION 5.3.2), BUYER SHALL DELIVER TO ESCROW AGENT, BY
BANK WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, AN ADDITIONAL $3,000,000 (THE
"ADDITIONAL FUNDS", SUCH MONEY TO BECOME PART OF THE DEPOSIT, FOR AN AGGREGATE
DEPOSIT OF $5,000,000), UNLESS BUYER SHALL HAVE TERMINATED THIS AGREEMENT IN
ACCORDANCE WITH SECTION 5.3. IF BUYER FAILS TO DELIVER THE ADDITIONAL FUNDS TO
ESCROW AGENT WITHIN TWO BUSINESS DAYS AFTER THE EXPIRATION OF THE INVESTIGATION
PERIOD (PROVIDED BUYER HAS NOT TERMINATED THIS AGREEMENT IN ACCORDANCE WITH
SECTION 5.3), SUCH FAILURE SHALL BE A DEFAULT UNDER THIS AGREEMENT.
2.1.3
BALANCE OF PURCHASE PRICE.
BUYER SHALL, ON OR BEFORE ONE BUSINESS
DAY PRIOR TO THE CLOSING (AS DEFINED IN SECTION 6.1), DELIVER TO ESCROW
2
AGENT, BY BANK WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, A SUM EQUAL TO THE
BALANCE OF THE PURCHASE PRICE.
THE BALANCE OF THE PURCHASE PRICE RECEIVED BY
SELLER AT CLOSING SHALL BE ADJUSTED TO REFLECT ANY CREDIT OF INTEREST TO BUYER
UNDER SECTION 2.3 AND PRORATIONS AND OTHER ADJUSTMENTS PURSUANT TO SECTION 7.1.
2.2
INVESTMENTS.
FOLLOWING THE COLLECTION OF THE DEPOSIT, ESCROW
AGENT SHALL, AT THE DIRECTION OF BUYER, INVEST THE DEPOSIT IN:
(I)
OBLIGATIONS OF THE UNITED STATES GOVERNMENT, ITS AGENCIES OR
INDEPENDENT DEPARTMENTS;
(II)
CERTIFICATES OF DEPOSIT OR MONEY MARKET FUNDS ISSUED BY A BANKING
INSTITUTION ACCEPTABLE