SHOWN ON THE UPDATE WHICH ARE NOT OBJECTED TO
BY THE PURCHASER (OR WHICH ARE OBJECTED TO, AND SUBSEQUENTLY WAIVED, BY THE
PURCHASER) IN ACCORDANCE WITH SECTION 3.1.
1.12
"PROPERTY"
SHALL MEAN, COLLECTIVELY, ALL OF THE
LAND, THE IMPROVEMENTS AND THE OTHER PROPERTY.
1.13
"PURCHASE PRICE"
SHALL MEAN EIGHTEEN MILLION SEVEN
HUNDRED THIRTEEN THOUSAND TWO HUNDRED FIFTY-FIVE DOLLARS ($18,713,255).
2
1.14
"PURCHASER"
SHALL HAVE THE MEANING GIVEN SUCH TERM
IN THE PREAMBLES TO THIS AGREEMENT, TOGETHER WITH ANY PERMITTED SUCCESSORS AND
ASSIGNS.
1.15
"RENT ROLL"
SHALL MEAN SCHEDULE B TO THIS
AGREEMENT.
1.16
"SELLER"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN
THE PREAMBLES TO THIS AGREEMENT, TOGETHER WITH ANY PERMITTED SUCCESSORS AND
ASSIGNS.
1.17
"TITLE COMPANY"
SHALL MEAN LAWYERS TITLE INSURANCE
CORPORATION.
1.18
"UPDATE"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN
SECTION 3.1.
SECTION 2.
PURCHASE AND SALE; CLOSING.
2.1
PURCHASE AND SALE.
IN CONSIDERATION OF THE
PAYMENT OF THE PURCHASE PRICE BY THE PURCHASER TO THE SELLER AND FOR OTHER GOOD
AND VALUABLE CONSIDERATION, THE SELLER HEREBY AGREES TO SELL TO THE PURCHASER,
AND THE PURCHASER HEREBY AGREES TO PURCHASE FROM THE SELLER, THE PROPERTY FOR
THE PURCHASE PRICE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT.
2.2
CLOSING.
THE PURCHASE AND SALE OF THE
PROPERTY SHALL BE CONSUMMATED AT A CLOSING (THE "CLOSING") TO BE HELD AT THE
OFFICES OF SULLIVAN & WORCESTER LLP, ONE POST OFFICE SQUARE, BOSTON,
MASSACHUSETTS, OR AT SUCH OTHER LOCATION AS THE SELLER AND THE PURCHASER MAY
AGREE, AT 10:00 A.M., LOCAL TIME, ON MARCH 30, 2009, AS THE SAME MAY BE
ACCELERATED PURSUANT TO THIS SECTION 2.2 (THE "CLOSING DATE").
Notwithstanding the foregoing, either party may accelerate the Closing Date by
giving not less than ten (10) Business Days prior written notice (an
"Acceleration Notice") to the other, in which event the Closing Date shall be
the date set forth in such Acceleration Notice unless the party receiving the
Acceleration Notice gives written notice objecting to the accelerated date set
forth in the Acceleration Notice (a "Rejection Notice") to the other within five
(5) Business Days after its receipt of the Acceleration Notice, in which event,
the Closing Date shall not be accelerated but shall occur as set forth in the
preceding paragraph; provided, however, that the Seller shall have the right to
give a Rejection Notice only if the acceleration of the Closing Date will
adversely effect the Seller's ability to conclude a like kind exchange pursuant
to Section 12.15, and the
3
Purchaser shall have the right to give a Rejection Notice only if the Purchaser
is unable to satisfy the condition in Section 4.2 prior to such accelerated
Closing Date.
2.3
PURCHASE PRICE.
(A)
AT CLOSING, THE PURCHASER SHALL PAY THE
PURCHASE PRICE TO THE SELLER, SUBJECT TO THE FOLLOWING ADJUSTMENTS:
(I)
THERE SHALL BE ADDED TO, OR DEDUCTED
FROM, THE PURCHASE PRICE SUCH AMOUNTS AS MAY BE REQUIRED BY
ARTICLE 9.
(B)
THE PURCHASE PRICE, AS ADJUSTED AS PROVIDED