ON-SITE PARKING
(COLLECTIVELY, THE "PERSONAL PROPERTY"); AND
(C)
RELATED MATERIALS.
TO THE EXTENT TRANSFERABLE WITHOUT COST TO SELLER AND
TO THE EXTENT IN THE POSSESSION OR CONTROL OF SELLER OR SELLER'S PROPERTY
MANAGER, ALL OTHER INTANGIBLE PROPERTY, LICENSES, ENTITLEMENTS, BUILDING PLANS,
SITE PLANS, PERMITS, WARRANTIES AND GUARANTIES, IF ANY, WHICH RELATE TO THE
PROPERTY BEING CONVEYED TO SELLER BY BUYER ON THE DATE HEREOF (COLLECTIVELY, THE
"RELATED MATERIALS", AND, TOGETHER WITH THE PREMISES, EXISTING AGREEMENTS AND
PERSONAL PROPERTY, THE "PROPERTY").
2.
CERTAIN
FUNDAMENTAL TERMS; PAYMENT OF PURCHASE PRICE.
FOR EASE OF REFERENCE, CERTAIN
FUNDAMENTAL TERMS OF THE TRANSACTION CONTEMPLATED HEREBY ARE SET FORTH AS
FOLLOWS:
(a)
Purchase Price:
Three Million Seven Hundred Thousand and 00/100 Dollars ($3,700,000.00), subject
to adjustments as provided hereinbelow.
(b)
Initial Deposit.
One Hundred Thousand and 00/100 Dollars ($100,000.00)
(c)
Second Deposit.
One Hundred Thousand and 00/100 Dollars ($100,000.00)
(d)
Inspection Period:
Begins on the Effective Date and ends at 5:00 p.m., Santa Clara, California
local time, on March 6, 2006.
(e)
Closing Date:
On or before March 16, 2006 (as such date may be extended pursuant to the terms
of this Agreement).
The Purchase Price shall be paid as follows:
(A)
DEPOSIT.
NO LATER THAN TWO (2) BUSINESS DAYS AFTER THE EFFECTIVE DATE,
BUYER SHALL DELIVER THE INITIAL DEPOSIT TO FIRST AMERICAN TITLE COMPANY (THE
"ESCROWEE" AND, IN ITS CAPACITY AS TITLE INSURER HEREUNDER, THE "TITLE COMPANY")
IN IMMEDIATELY AVAILABLE UNITED STATES FEDERAL FUNDS.
UPON RECEIPT BY ESCROWEE
OF A FULLY-EXECUTED COPY OF THIS AGREEMENT AND THE INITIAL DEPOSIT, ESCROWEE
SHALL OPEN AN ESCROW ACCOUNT FOR THE TRANSACTION CONTEMPLATED HEREBY (THE
"OPENING OF ESCROW") AND PROMPTLY NOTIFY BUYER AND SELLER OF THE DATE OF OPENING
OF ESCROW, THE ESCROW ACCOUNT NUMBER AND ESCROW ACCOUNT WIRING INSTRUCTIONS.
NO
LATER THAN ONE (1) BUSINESS DAY AFTER THE OPENING OF ESCROW, ESCROWEE SHALL SIGN
THIS AGREEMENT TO ACKNOWLEDGE ITS AGREEMENT TO THE ESCROW INSTRUCTIONS SET FORTH
HEREIN AND RETURN A SIGNED COPY OF THIS AGREEMENT TO BUYER AND SELLER.
THE
ESCROWEE SHALL HOLD THE INITIAL DEPOSIT IN ESCROW IN AN INTEREST BEARING ACCOUNT
WITH A FEDERALLY INSURED STATE OR NATIONAL BANK ACCEPTABLE TO SELLER AND BUYER.
AT SELLER'S OPTION, THIS AGREEMENT SHALL TERMINATE IF THE INITIAL DEPOSIT IS NOT
SO DEPOSITED BY THE TIME REQUIRED (IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY
FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT FOR THE OBLIGATIONS OF BUYER
HEREUNDER WHICH BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT).
UNLESS BUYER TIMELY TERMINATES THIS AGREEMENT BEFORE THE EXPIRATION OF THE
INSPECTION PERIOD IN ACCORDANCE WITH PARAGRAPH 19(C) HEREOF, THEN NO LATER THAN
ONE (1) BUSINESS DAY AFTER THE LAST DAY OF THE INSPECTION PERIOD, BUYER SHALL
DELIVER THE SECOND DEPOSIT TO ESCROWEE IN IMMEDIATELY AVAILABLE UNITED STATES
FEDERAL FUNDS.
THE INITIAL DEPOSIT AND SECOND DEPOSIT ARE HEREINAFTER
COLLECTIVELY REFERRED TO AS THE "DEPOSIT".
ALL INTEREST EARNED ON THE DEPOSIT
SHALL BE ADDED TO AND MADE A PART OF THE DEPOSIT FOR ALL PURPOSES HEREOF.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED TO THE