as relates to the period of Seller's ownership of the Property
and as may be in the possession of, or reasonably obtainable by, Seller, its
property manager or
33
accountants, at no cost to Seller, and in the format that Seller (or its
property manager or accountants) have maintained such information. Nothing
contained in this Section 14.22 shall expand any representations or warranties
of Seller set forth in this Agreement, and Sell does not make, and expressly
disclaims, any representations and warranties to Purchaser with respect to the
information to be provided to the auditor as described in this Section 14.22,
and no such information shall be relied upon by Purchaser. The terms and
conditions upon which the auditor may rely on such information are set forth in
the Representation Letter, and Purchaser shall not be a party to or addressee of
the Representation Letter or have any third party or other rights thereunder.
[SIGNATURE PAGES FOLLOW]
34
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above.
SELLER:
KAN AM GRUND
KAPITALANLAGEGESELLSCHAFT MBH,
a German limited
liability company, for the benefit of Kan Am US grundinvest Fonds, a German
open-end real estate fund sponsored by Kan Am Grund Kapitalanlagegesellschaft
mbH
By:
Name:
Title:
By:
Name:
Title:
[signatures continued on following page]
PURCHASER:
HINES-SUMISEI U.S. CORE OFFICE
PROPERTIES, LP, a Delaware
limited partnership
By:
Hines-Sumisei U.S. Core Office Trust, a Maryland real
estate investment trust, its general partner
By:
Name:
Title:
SIGNATURE PAGE - 333 W. WACKER PURCHASE AND SALE AGREEMENT
Title Insurer Joinder
By its execution below, Title Insurer acknowledges its receipt of a copy of this
Agreement and of the First Deposit in the amount of $16,000,000, and agrees to
hold and disburse the Earnest Money in accordance with the terms and conditions
of this Agreement.
CHICAGO TITLE INSURANCE COMPANY
By:
Name:
Its:
SIGNATURE PAGE - 333 W. WACKER PURCHASE AND SALE AGREEMENT
SCHEDULE OF SCHEDULES AND EXHIBITS:
SCHEDULE 5.3(b)
MATERIAL DEFAULTS UNDER LEASES
SCHEDULE 5.3(c)
CURRENTLY OUTSTANDING LEASING COMMISSIONS
SCHEDULE 5.3(d)
CURRENTLY OUTSTANDING TENANT IMPROVEMENT ALLOWANCES AND LEASING COSTS
SCHEDULE 9.4(b)
PURCHASE PRICE CREDITS
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
EXHIBIT B-1
LEASE SCHEDULE
EXHIBIT B-2
SECURITY DEPOSIT SCHEDULE
EXHIBIT C
CONTRACTS SCHEDULE
EXHIBIT D
SCHEDULE OF INSURANCE COVERAGE REQUIREMENTS
EXHIBIT E
CERTIFICATE OF RELEASE
EXHIBIT F
[OMITTED]
EXHIBIT G
FORM OF DEED
EXHIBIT H
FORM OF BILL OF SALE
EXHIBIT I
FORM OF ASSIGNMENT AD ASSUMPTION OF LEASES
EXHIBIT J
FORM OF ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS
EXHIBIT K
GENERAL ASSIGNMENT OF INTANGIBLES
EXHIBIT L
FORM OF TENANT NOTICE
EXHIBIT M
FORM OF WITHHOLDING ESCROW AGREEMENT
EXHIBIT N
INFORMATION DOCUMENTS
EXHIBIT O
FORM OF ASSIGNMENT
EXHIBIT P
ENVIRONMENTAL REPORTS
EXHIBIT Q
FORM OF CONTRACTOR ACKNOWLEDGEMENT
EXHIBIT R
FORM OF SELLER ESTOPPEL
EXHIBIT S
COMMISSION AGREEMENT SCHEDULE
EXHIBIT T
FORM OF REPRESENTATION LETTER
SCHEDULE 5.3(b)
MATERIAL DEFAULTS UNDER LEASES
MacKelvie and Associates, P.C. (Suite 1050) has vacated its space and is