Flower Street, Suite 100, Los Angeles, CA 90015 and JOE'S JEANS, INC., a
Delaware corporation ("Buyer") having an address of 5901 S. Eastern Avenue,
Commerce, CA 90040.
RECITALS
Seller is the owner of the Property (as defined in Section 2.1).
Seller desires
to sell the Property to Buyer, and Buyer desires to buy the Property from
Seller, all on and subject to the terms and conditions hereinafter set forth.
ARTICLE 1
PURCHASE AND SALE AGREEMENT
1.1
AGREEMENT TO PURCHASE AND SELL.
IN
CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND COVENANTS OF THE PARTIES SET FORTH
IN THIS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT
AND LEGAL SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, SELLER AGREES TO SELL
THE PROPERTY TO BUYER, AND BUYER AGREES TO BUY THE PROPERTY FROM SELLER, ON AND
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
ARTICLE 2
THE PROPERTY
2.1
DESCRIPTION OF THE PROPERTY.
THE "PROPERTY"
CONSISTS OF THE FOLLOWING:
(A)
THE LAND LOCATED IN LOS ANGELES, LOS
ANGELES COUNTY, CALIFORNIA MORE PARTICULARLY DESCRIBED IN EXHIBIT A ATTACHED
HERETO (THE "LAND");
(B)
ALL RIGHTS, PRIVILEGES AND EASEMENTS
APPURTENANT TO THE LAND OWNED BY SELLER, INCLUDING, WITHOUT LIMITATION, ALL
MINERALS, OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES ON AND UNDER THE LAND, AS
WELL AS ALL ZONING AND DEVELOPMENT RIGHTS, AIR RIGHTS, WATER, WATER RIGHTS AND
WATER STOCK RELATING TO THE LAND, ANY RIGHTS TO ANY LAND LYING IN THE BED OF ANY
EXISTING DEDICATED STREET, ROAD OR ALLEY ADJOINING THE LAND AND TO ALL STRIPS
AND GORES ADJOINING THE LAND, AND ANY OTHER EASEMENTS, RIGHTS-OF-WAY, OR
APPURTENANCES USED IN CONNECTION WITH THE BENEFICIAL USE AND ENJOYMENT OF THE
LAND (COLLECTIVELY REFERRED TO AS THE "APPURTENANCES");
(C)
ALL IMPROVEMENTS AND FIXTURES LOCATED ON
THE LAND, IF ANY, TOGETHER WITH ALL PLANS, SPECIFICATIONS, REPORTS, ENGINEERING,
SEISMIC OR ENVIRONMENTAL STUDIES, DRAWINGS, SPECIFICATIONS, PLANS AND PRINTS, IN
SELLER'S POSSESSION OR CONTROL, RELATED TO THE CONSTRUCTION, ALTERATION AND
MODIFICATION THEREOF (COLLECTIVELY, THE "IMPROVEMENTS");
(D)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN
AND TO ALL APPARATUS, EQUIPMENT, APPLIANCES AND INVENTORY USED IN CONNECTION
WITH THE OPERATION OR OCCUPANCY OF THE IMPROVEMENTS, IF ANY, AS MORE
PARTICULARLY DESCRIBED AND SET FORTH ON EXHIBIT K ATTACHED HERETO AND MADE A
PART HEREOF (WHICH, TOGETHER WITH THE LAND, APPURTENANCES AND IMPROVEMENTS, IS
COLLECTIVELY REFERRED TO AS THE "REAL PROPERTY");
1
(E)
ALL TANGIBLE PERSONAL PROPERTY OWNED BY
SELLER THAT IS LOCATED ON THE REAL PROPERTY AND USED IN THE OWNERSHIP, OPERATION
AND MAINTENANCE OF THE REAL PROPERTY INCLUDING, WITHOUT LIMITATION, ALL BOOKS,
RECORDS AND FILES OF SELLER RELATING TO THE REAL PROPERTY, AS MORE PARTICULARLY
SET FORTH ON EXHIBIT L ATTACHED HERETO AND MADE PART HEREOF (COLLECTIVELY, THE
"PERSONAL PROPERTY");
(F)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST
IN AND TO ALL LEASES, LICENSES, OCCUPANCY OR RELATED AGREEMENTS OR TENANCIES
TOGETHER WITH ANY AMENDMENTS AND/OR MODIFICATIONS THERETO AFFECTING THE PROPERTY
AS MORE PARTICULARLY SET FORTH ON EXHIBIT B ATTACHED HERETO AND MADE A PART
HEREOF (COLLECTIVELY, THE "LEASES"); AND
(G)