Exhibit 10.1
REAL ESTATE SALE AGREEMENT
FOR
BENT TREE GREEN
BETWEEN
CMD REALTY INVESTMENT FUND II, L.P.
AND
HARVARD PROPERTY TRUST, LLC,
D/B/A BEHRINGER HARVARD FUNDS
November
, 2006
REAL ESTATE SALE AGREEMENT
This REAL ESTATE SALE AGREEMENT ("Agreement") is made on November
, 2006
("Effective Date") between CMD REALTY INVESTMENT FUND II, L.P., an Illinois
limited partnership ("Seller"), and HARVARD PROPERTY TRUST, LLC, a Delaware
limited liability company, d/b/a Behringer Harvard Funds ("Purchaser").
1.
PURCHASE AND SALE.
SELLER AGREES TO SELL TO PURCHASER, AND
PURCHASER AGREES TO PURCHASE FROM SELLER, THE PROPERTY FOR THE PURCHASE PRICE
AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
2.
PURCHASE PRICE.
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR
THE PROPERTY SHALL BE TWELVE MILLION THREE HUNDRED FIFTY THOUSAND AND NO/100THS
DOLLARS ($12,350,000.00).
3.
PROPERTY.
"PROPERTY" MEANS ALL OF SELLER'S RIGHT, TITLE AND
INTEREST IN (A) THE LAND DESCRIBED ON EXHIBIT A (THE "LAND"); (B) ALL EASEMENTS
AND OTHER RELATED RIGHTS APPURTENANT TO THE LAND (COLLECTIVELY,
"APPURTENANCES"); (C) ALL IMPROVEMENTS LOCATED ON THE LAND ("IMPROVEMENTS") (THE
LAND, APPURTENANCES AND IMPROVEMENTS ARE REFERRED TO COLLECTIVELY AS THE "REAL
PROPERTY"); (D) ALL PLANS AND SPECIFICATIONS RELATED TO THE REAL PROPERTY,
INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY CAD DRAWINGS AND OTHER BUILDING
INFORMATION IN SELLER'S POSSESSION ("PLANS"); (E) ALL TANGIBLE PERSONAL PROPERTY
LOCATED ON THE REAL PROPERTY (EXCLUDING THE PROPERTY DESCRIBED ON EXHIBIT B);
(F) ALL LEASES, LICENSES AND OTHER SIMILAR AGREEMENTS TO OCCUPY THE REAL
PROPERTY DESCRIBED IN EXHIBIT C AND ALL NEW LEASES (AS DEFINED IN SECTION 11 OF
THIS AGREEMENT) (COLLECTIVELY, THE "LEASES"); (G) ALL COMMISSION AND BROKERAGE
AGREEMENTS DESCRIBED IN EXHIBIT D AND ALL NEW COMMISSION AGREEMENTS (AS DEFINED
IN SECTION 11 OF THIS AGREEMENT) (COLLECTIVELY, THE "COMMISSION AGREEMENTS");
(H) ALL SERVICE CONTRACTS DESCRIBED IN EXHIBIT E AND ALL NEW SERVICE CONTRACTS
(AS DEFINED IN SECTION 11 OF THIS AGREEMENT) (COLLECTIVELY, THE "SERVICE
CONTRACTS"); AND (I) ALL BOOKS, RECORDS, MARKETING MATERIALS, LOGOS, TRADEMARKS
AND TRANSFERABLE WARRANTIES, LICENSES AND PERMITS RELATED SOLELY TO THE USE OR
OWNERSHIP OF THE REAL PROPERTY, BUT EXCLUDING THE NAME "CMD" AND ALL VARIATIONS
THEREOF AND ANY WEBSITES MAINTAINED BY SELLER OR ANY OF ITS AFFILIATES.
4.
EARNEST MONEY DEPOSIT.
SELLER AND PURCHASER HAVE EXECUTED AND
DELIVERED TO EACH OTHER AND REPUBLIC TITLE OF TEXAS, INC. (LOCATED AT
2626 HOWELL STREET, 10TH FLOOR, DALLAS, TEXAS 75204) ("ESCROW AGENT") THE ESCROW
AGREEMENT BETWEEN SELLER, PURCHASER AND ESCROW AGENT IN THE FORM ATTACHED HERETO
AS EXHIBIT F ("EARNEST MONEY ESCROW AGREEMENT").
PURCHASER WILL DEPOSIT FIVE
HUNDRED THOUSAND AND NO/100THS DOLLARS ($500,000.00) ("INITIAL EARNEST MONEY
DEPOSIT") WITH ESCROW AGENT, WITHIN THREE (3) BUSINESS DAY (AS DEFINED IN
SECTION 20(E) OF THIS AGREEMENT) AFTER MUTUAL EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE PARTIES HERETO, BY FEDERALLY INSURED WIRE TRANSFER TO THE
ACCOUNT OF ESCROW AGENT PURSUANT TO THE WIRE TRANSFER INSTRUCTIONS PROVIDED TO
PURCHASER BY ESCROW AGENT.
IN THE EVENT THAT PURCHASER DOES NOT EXERCISE ITS
RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 9 HEREOF, PURCHASER SHALL