MANAGEMENT OFFICE, (X) ANY ITEMS OF PERSONAL
PROPERTY OWNED OR LEASED (FROM ANYONE OTHER THAN A SELLER) BY ANY TENANT AT OR
ON EACH SELLER'S PROPERTY, AND (XI) ANY PROTECTED INFORMATION (AS DEFINED
HEREIN). BUYER SHALL BE RESPONSIBLE AT ITS SOLE COST AND EXPENSE TO POST (AND TO
PAY THE COST OF) ALL BONDS, DEPOSITS OR SIMILAR ASSURANCES TO BE POSTED WITH
GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCIES OR UTILITY COMPANIES IN CONNECTION
WITH THE DEVELOPMENT, OWNERSHIP, OPERATION AND MAINTENANCE OF THE PROPERTY, AS
THE SAME ARE LISTED ON SCHEDULE 1.1(I) ATTACHED HERETO.
(J)
EACH SELLER QUITCLAIMS TO BUYER ANY RIGHTS IT MAY HAVE TO USE THE NAMES
"MARK CENTER", "TRANSDULLES CENTRE",
AND "LIBERTY CENTER", AND THE RELATED
LOGOS, AND BUYER SHALL HAVE THE NON-EXCLUSIVE RIGHT, TOGETHER WITH OTHER
PROPERTY OWNERS, TO USE
3
SUCH NAMES. BUYER HEREBY ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES CONCERNING ANY PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS.
SECTION 1.2.
SELLER RELATIONSHIPS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, THE REPRESENTATIONS, COVENANTS AND OBLIGATIONS OF
EACH INDIVIDUAL SELLER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE
REPRESENTATIONS, COVENANTS AND OBLIGATIONS OF SUCH SELLER SET FORTH IN THIS
AGREEMENT, AS APPLICABLE TO SUCH SELLER AND TO SUCH SELLER'S PROPERTY ONLY. THE
OBLIGATIONS OF THE SELLERS UNDER THIS AGREEMENT ARE NOT JOINT AND SEVERAL. NO
SELLER SHALL BE RESPONSIBLE FOR THE OBLIGATIONS OF ANY OTHER SELLER UNDER THIS
AGREEMENT. NO SELLER SHALL BE SUBJECT TO CLAIMS, DAMAGES OR REMEDIES
ATTRIBUTABLE TO ANY BREACH OF THIS AGREEMENT BY ANOTHER SELLER.
ARTICLE II.
PURCHASE PRICE.
SECTION 2.1.
PURCHASE PRICE. THE AGGREGATE PURCHASE PRICE FOR THE PROPERTIES
(THE "PURCHASE PRICE") IS EIGHT HUNDRED THIRTY-SEVEN MILLION THREE HUNDRED
SIXTY-SIX THOUSAND NINETY ONE AND 00/100 DOLLARS ($837,366,091), WHICH
REPRESENTS THE SUM OF THE PURCHASE PRICE ALLOCATED TO EACH PROPERTY AS SHOWN ON
SCHEDULE 2.1, PAYABLE BY BUYER AS FOLLOWS. PARCEL 20 SELLER MAY ALSO BE ENTITLED
TO THE INCREASE IN THE PURCHASE PRICE ALLOCABLE TO ITS PROPERTY PURSUANT TO THE
TERMS OF SECTION 15.1(I) BELOW:
(A)
BUYER SHALL, WITHIN ONE (1) BUSINESS DAY (AS DEFINED BELOW) AFTER FULL
EXECUTION OF THIS AGREEMENT, DELIVER TO FIRST AMERICAN TITLE INSURANCE COMPANY
(IN SUCH CAPACITY, THE "ESCROW HOLDER") THE AMOUNT OF **** OF THE ******** *****
IN THE FORM OF A LETTER OF CREDIT (AS PROVIDED BELOW) OR BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE GOOD FUNDS TO AN ACCOUNT DESIGNATED BY ESCROW HOLDER
(TOGETHER WITH ANY INTEREST EARNED THEREON, THE "INITIAL DEPOSIT"). PROVIDED
THIS AGREEMENT IS NOT TERMINATED BY THE END OF THE ***** ******** **** (AS
DEFINED BELOW), BUYER SHALL, WITHIN ONE (1) BUSINESS DAY AFTER THE *****
******** ****, DEPOSIT WITH ESCROW HOLDER AN ADDITIONAL AMOUNT (TOGETHER WITH
ANY INTEREST EARNED THEREON, THE "ADDITIONAL DEPOSIT") SUCH THAT THE SUM OF THE
INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT SHALL EQUAL **** ******* **** OF THE
******** *****. THE ADDITIONAL DEPOSIT SHALL BE IN THE FORM OF A LETTER OF
CREDIT (AS PROVIDED BELOW) OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE