AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

This Agreement for Purchase and Sale of Real Property (Agreement) is made as of this 16th day of December, 2004 (Effective Date) by and between ELECTROGLAS, INC., a Delaware corporation (Seller), and INTEGRATED DEVICE TECHNOLOGY, INC., a Delaware corporation (Buyer).

RECITALS

A. Seller is the owner of a four-building campus containing an aggregate of approximately two hundred sixty-three thousand thirty-nine (263,039) square feet located on approximately 21.507 acres of land commonly known as 6024 Silver Creek Valley Road, in the City of San Jose, County of Santa Clara, State of California.

B. Buyer desires to purchase and Seller desires to sell the above property for the purchase price and on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

1. 1. Purchase and Sale of Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, upon the terms and conditions hereinafter set forth, the following:

2. 1.1 Real Property. The real property more particularly described on Exhibit A together with all of Sellers right, title and interest in and to the rights appurtenant thereto, any and all easements, rights of way or other appurtenances reflected in the public records and used in connection with the beneficial use and enjoyment of said real property and all of Sellers right, title and interest in and to all public roads and alleys adjoining or servicing said real property (collectively, the Land), together with the four buildings (Building A, Building B, Building C and Building D) as more particularly described and identified on Exhibit B attached hereto containing in the aggregate approximately two hundred sixty-three thousand thirty-nine (263,039) square feet and all other buildings, improvements and fixtures located on the Land (Buildings), and, with the exception of the Seller Retained Property (as defined in Section 1.3 below), all equipment owned by Seller and used in the operation of the Buildings, such as heating, ventilating and air conditioning systems, compressors, vacuum systems, generators, and emergency power generators (Building Improvements) (the Buildings and Building Improvements are hereafter collectively referred to as the Improvements) (the Land and the Improvements are hereafter collectively referred to as the Real Property).

3. 1.2 Intangible Personal Property. All air rights, licenses, franchises, permits, development rights, certificates of occupancy, entitlements, general intangibles, authorizations and approvals now or hereafter owned by Seller and used in connection with the ownership, use and operation of the Real Property (Intangible Personal Property).

4. 1.3 Personal Property. Sellers right, title and interest in (a) all furniture located within the Buildings including, without limitation, office furniture, cubicles, demountable walls, cafeteria furniture, break room furniture, conference room furniture, lobby and ancillary furniture and patio furniture; (b) the security system servicing the Buildings, including all equipment, software, cameras and infrastructure associated with the security system; (c) all cafeteria fixtures and equipment; (d) all audiovisual equipment located and used within the Buildings; and (e) all fitness center equipment, all as more particularly described on Exhibit C attached hereto (collectively, the Personal Property), but excluding that certain personal property listed on Exhibit C-l attached hereto which will be retained by Seller (Seller-Retained Property).

5. 1.4 Contracts. Sellers right, title and interest, to the extent transferable, in the Contracts (as defined in Section 7.3 below) pertaining to the Real Property that Buyer elects to assume at the Close of Escrow pursuant to Section 7.3 hereof.

6. 1.5 Leases. Sellers right, title and interest in the Leases (as defined in Section 7.7 below) affecting the Real Property.

.1.6 Documents. Sellers right, title and interest, to the extent transferable, in all guarantees, warranties, surveys, engineering studies and reports (including, without limitation, soils, environmental, geotechnical and structural surveys and studies), permits required for the operation of the Real Property, licenses, certificates, franchises and building plans and specifications relating to the Real Property (collectively, the Documents).

.The Real Property, Intangible Personal Property, Personal Property, Contracts and Documents are hereafter collectively referred to as the Property.

7. 2. Purchase Price. Buyer shall pay Twenty-nine Million Dollars ($29,000,000) for the Property (Purchase Price).

8. 3. Payment of Purchase Price. The Purchase Price for the Property shall be evidenced by and paid to Seller as follows:

9. 3.1 Initial Deposit. Prior to Buyers execution of this Agreement, Buyer deposited with Escrow Holder (as defined in Section 4.1 below), the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) (Initial Deposit). Pursuant to written instructions from Buyer, Escrow Holder placed the Initial Deposit in an interest-bearing account with all interest accruing to Buyer. If Buyer terminates this Agreement or is deemed to have terminated this Agreement prior to or upon the expiration of the Feasibility Period (as defined in Section 6 below), Escrow Holder shall return the Initial Deposit and all interest accrued thereon to Buyer. If Buyer gives Seller and Escrow Holder written notice of approval of Buyers Feasibility Conditions (as defined in Section 6.1) prior to the expiration of the Feasibility Period in accordance with Section 6.2, the Initial Deposit shall become nonrefundable to Buyer, except as otherwise provided in this Agreement. The Initial Deposit shall be credited against the Purchase Price at the Close of Escrow (as defined in Section 4.2 below).

10. 3.2 Additional Deposit. Unless Buyer terminates this Agreement or this Agreement is deemed terminated in accordance with Section 6.2, Buyer shall, on or before the last day of the Feasibility Period, deposit with Escrow Holder cash in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (Additional Deposit).

Escrow Holder shall deposit the Additional Deposit into an interest-bearing account together with the Initial Deposit. The Additional Deposit shall be nonrefundable, except as otherwise provided in this Agreement. The Additional Deposit shall be credited against the Purchase Price at the Close of Escrow. If Buyer fails to complete the purchase of the Property in accordance with this Agreement, then Seller shall be entitled to retain the Initial Deposit and the Additional Deposit as liquidated damages pursuant to Section 13.1 hereof.

11. 3.3 Purchase Price Balance. On or before the Closing Date (as defined in Section 4.2), Buyer shall deposit with Escrow Holder cash in the amount of the Purchase Price, less the sum of the Initial Deposit and the Additional Deposit and all interest accrued thereon.

.3.4 Allocation of Purchase Price. A portion of the Purchase Price equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be allocated to the tangible personal property subject to state and local sales tax not including fixtures conveyed by Seller to Buyer hereunder. Seller shall pay all sales taxes levied upon the sale of such tangible personal property not including fixtures and shall indemnify, defend and hold Buyer harmless from all such sales tax liability. The foregoing obligation shall survive the Close of Escrow.

.4. Escrow.

12. 4.1 Escrow Holder. Concurrently with the execution of this Agreement, the parties shall open an escrow (Escrow) with First American Title Company, whose address is 1737 North First Street, Suite 100, San Jose, California 95112, Attention: Ms. Dian Blair, (408) 451-7800 (Escrow Holder or Title Company, as applicable) for purposes of consummating the transaction contemplated by this Agreement. Concurrently with the opening of Escrow, the parties shall deliver to Escrow Holder a copy of this Agreement and instructions for the disposition of the Initial Deposit and Additional Deposit in accordance with the terms of this Agreement. At least twenty-four (24) hours prior to the Close of Escrow, Buyer and Seller shall each deliver to Escrow Holder written closing instructions and all executed documents, payments and funds necessary to complete the same in accordance with the terms hereof.

13. 4.2 Close of Escrow. Subject to the satisfaction of the conditions precedent set forth in Section 8, the Close of Escrow for the purchase and sale of the Property shall occur on January 5, 2005. For purposes of this Agreement, the Close of Escrow or the Closing Date shall mean the date that the Grant Deed (as defined in Section 10.1.1) is recorded by Escrow Holder in the Official Records of Santa Clara County, California. If possible, the parties shall arrange a special recording with the Escrow Holder so that Buyer may wire the balance of the Purchase Price into Escrow on the Closing Date and Sellers proceeds may be wired to Seller the same day. If a special recording is not permitted by the County Recorder on the Closing Date, then Buyer shall deposit the balance of the Purchase Price into Escrow the day prior to the Closing Date.

Buyer with a current preliminary title report for the Real Property (the Title Report) issued by Escrow Holder, together with copies of all related underlying documents. By letter to Sellers counsel dated December 15, 2004, Buyer notified Seller of Buyers objections to specific exceptions to title as reflected in the Title Report (Disapproved Title Exceptions). All other exceptions to title shown on the Title Report not included in the Disapproved Title Exceptions shall be deemed approved by Buyer. Within three (3) days after receipt of Buyers notice of any Disapproved Title Exceptions, Seller may elect to (i) commit to cause such Disapproved Title Exceptions to be released of record or to cause the Title Company to endorse over such Disapproved Title Exceptions, prior to the Close of Escrow, or (ii) elect not to commit to remove any Disapproved Title Exceptions. If Seller fails to give notice of its election within said three (3) day period, Seller shall be deemed to have elected not to remove any Disapproved Title Exceptions. Notwithstanding the foregoing, Seller shall be obligated to remove any delinquent taxes or assessments, mechanics liens, judgment liens or monetary encumbrances (other than assessment district liens) affecting the Property (collectively, Monetary Encumbrance) prior to the Close of Escrow. Notwithstanding the foregoing, Seller may remove any mechanics lien affecting the Property by means of a bond that removes such lien from title. If Seller elects or is deemed to have elected not to remove any Disapproved Title Exceptions, Buyer shall have until the expiration of the Feasibility Period, to (i) elect to terminate this Agreement, or (ii) waive its objection to the Disapproved Title Exceptions and proceed to the Close of Escrow. Buyers failure to make such election within said three (3) day period shall be deemed Buyers waiver of the Disapproved Title Exceptions and election to proceed to the Close of Escrow.

1. 5.1.2 Survey Approval. During the Feasibility Period, Buyer shall have the right, but not the obligation to obtain an ALTA survey of the Real Property (Survey). On or before December 23, 2004, Buyer may notify Seller in writing of any objections Buyer may have with respect to the Survey (Disapproved Survey Exceptions). Failure of Buyer to give Seller written notice of any Disapproved Survey Exceptions on or before December 23, 2004 shall be deemed Buyers approval of the Survey. If Buyer provides notice of any Disapproved Survey Exceptions, then on or before December 27, 2004, Seller may elect to (i) cause such Disapproved Survey Exceptions to be removed prior to the Close of Escrow, or (ii) elect not to commit to remove any Disapproved Survey Exceptions. If Seller fails to give notice of its election on or before December 27, 2004, Seller shall be deemed to have elected not to remove any Disapproved Survey Exceptions. If Seller elects or is deemed to have elected not to remove any Disapproved Survey Exceptions, Buyer shall have the until and including December 29, 2004 to (A) elect to terminate this Agreement, or (B) waive its objection to the Disapproved Survey Exceptions and proceed to the Close of Escrow. Buyers failure to make such election within said time period shall be deemed Buyers waiver of the Disapproved Survey Exceptions and election to proceed to the Close of Escrow.

2. 5.1.3 Termination of Agreement. In the event this Agreement is terminated pursuant to this Section 5.1, Escrow Holder shall return the Initial Deposit and all interest accrued

thereon to Buyer, and thereafter neither party shall have any further obligation hereunder except with respect to the indemnity obligations pursuant to Sections 7.6 and 12 of this Agreement.

1. 5.2 Failure to Remove Disapproved Exceptions. If, after having committed to remove a Disapproved Title Exception or Disapproved Survey Exception, Seller is unable, despite its best efforts, to cause such Disapproved Title Exception or Survey Exception to be released of record or endorsed over, Buyer shall have the option, on or before the Close of Escrow, to (i) terminate this Agreement by written notice to Seller and Escrow Holder, in which case Escrow Holder shall immediately return to Buyer the Initial Deposit and Additional Deposit and all interest accrued thereon by Buyers unilateral instruction and thereafter neither party shall have any further obligation hereunder except with respect to the indemnity obligations in Sections 7.6 and 12 of this Agreement, or (ii) waive its objection to the Disapproved Title Exception or Disapproved Survey Exception in question by delivering written notice of such waiver to Seller and Escrow Holder and proceed to the Close of Escrow without adjustment in the Purchase Price. If Buyer fails to deliver the waiver notice described in the preceding sentence, Buyer shall be deemed to have elected to proceed under clause (i) above. Notwithstanding the foregoing, Sellers failure to remove a Monetary Encumbrance on or before the Close of Escrow shall be a default by Seller under this Agreement. Seller may use its proceeds from the Purchase Price to remove any Monetary Encumbrance.

2. 5.3 Permitted Exceptions. As used herein, Permitted Exceptions shall mean all exceptions to title shown on the Title Report which are (i) standard preprinted exceptions in the Title Policy (as defined in Section 5.5) issued by Escrow Holder other than the creditors rights exception, which Seller shall cause to be removed, (ii) general and special real property taxes and assessments, a lien not yet due and payable, (iii) any other liens, easements, encumbrances, covenants, conditions and restrictions of record approved or expressly waived or deemed waived pursuant to Section 5.1, (iv) all Survey exceptions approved or expressly waived or deemed waived pursuant to Section 5.1 and (v) Sellers Lease (as defined in Section 5.6).

3. 5.4 New or Additional Exceptions. Prior to the Close of Escrow, Seller shall not create or allow to exist any additional title exceptions, execute any leases of the Property or further encumber the Property for a period beyond the Close of Escrow, except with Buyers prior written consent, which may be given or withheld in Buyers sole and absolute discretion. If between the date of Buyers approval of title and the Close of Escrow, any additional exception to title appears as shown in a supplemental title report issued by the Title Company that is not approved by Buyer or caused by Buyer or Buyers activities on the Property (in which case the additional title exception shall be deemed a Permitted Exception), Buyer shall give prompt written notice of such new title exception to Seller. Seller shall be obligated to remove from title (or to cause to be insured over to Buyers reasonable satisfaction) any Monetary Encumbrance or such additional title exceptions that are voluntarily created by Seller between the expiration of the Feasibility Period and the Close of Escrow. With respect to any such additional title exceptions that are not a Monetary Encumbrance or that were not voluntarily created by Seller, Buyer shall have the right to either (i) terminate this Agreement by giving written

notice to Seller and Escrow Holder and obtain the refund of the Initial Deposit and Additional Deposit and all interest accrued thereon and thereafter neither party shall have any further obligation hereunder

except with respect to the indemnity obligations pursuant to Sections 7.6 and 12 of this Agreement, or

(ii) proceed with the Close of Escrow and acquire the Property subject to such additional title exceptions without any adjustment in the Purchase Price.

1. 5.5 Title Insurance. Buyers obligation to proceed to the Close of Escrow shall be conditioned upon the commitment by Escrow Holder to issue an ALTA Extended Coverage Owners Policy of Title Insurance with such endorsements as Buyer may require and which Escrow Holder agrees to issue during the Feasibility Period with a liability limit equal to the Purchase Price, insuring fee simple title to the Real Property vested in Buyer subject only to the Permitted Exceptions (the Owners Title Policy). Buyer shall be responsible, at Buyers sole cost and expense, for obtaining an ALTA Survey of the Property, and the payment of the ALTA portion of the title policy premium and the cost of any endorsements required by Buyer.

2. 5.6 Sellers Lease. Seller shall continue to occupy all of the Buildings after the Close of Escrow pursuant to a Lease in the form attached hereto as Exhibit D (Lease), which Seller and Buyer shall execute and deliver into Escrow prior to the Close of Escrow.

3. 6. Buyers Feasibility Conditions. Buyers obligation to purchase the Property under this Agreement shall be conditioned and contingent upon the satisfaction or waiver in Buyers sole and absolute discretion of the feasibility conditions set forth in Section 6.1 (Buyers Feasibility Conditions) on or before 5:00 p.m. Pacific Time on December 22, 2004 (Feasibility Period).

4. 6.1 Buyers Feasibility Conditions. Buyers Feasibility Conditions shall consist of the following:

1. 6.1.1 Title. Buyers approval of the state of title to the Property, including (i) review and approval of the Title Report and of all documents constituting title exceptions thereunder, (ii) review and approval of an ALTA Survey for the Property (at Buyers option), and (iii) a determination that Escrow Holder will issue at the Close of Escrow the Owners Title Policy in the form specified in Section 5.5.

2. 6.1.2 Due Diligence Documents. Buyers review and approval of the Due Diligence Documents (as defined in Section 7.1).

6.1.3 Contracts. Buyers review, approval and designation of those Contracts that Buyer will assume at the Close of Escrow in accordance with Section 7.3.

6.1.4 Leases. Buyers review and approval of the Leases.

3. 6.1.5 Project Approvals. Buyers determination (i) that Buyers intended use of the Property conforms with all applicable zoning ordinances, subdivision laws, covenants, conditions and restrictions and all other land use laws and regulations to which the Property is subject, (ii) that the City will not impose any undue restrictions on approvals required for Buyers intended use of the Property; (iii) that Buyer will be able to obtain all governmental approvals and permits necessary for Buyers intended use of the Property; and (iv) that the Property is otherwise satisfactory for Buyers intended use.

1. 6.1.6 Physical Inspection. Buyers approval of such Physical Inspections (as defined in Section 7.4) which Buyer elects to undertake with respect to the Property during the Feasibility Period. All costs, expenses, liabilities or charges incurred in or related to the performance of any and all such Physical Inspections shall be the responsibility of Buyer.

2. 6.1.7 Environmental Condition. Buyers approval of the environmental condition of the Property, such Environmental Investigations (as defined in Section 7.5) which Buyer elects to undertake with respect to the Property during the Feasibility Period and Buyers review and approval of all studies, reports and documents relating to the environmental condition of the Property and properties in the vicinity of the Property, if any. All costs, expenses, liabilities or charges incurred in or related to the performance or review of any Environmental Investigation shall be the responsibility of Buyer.

3. 6.1.8 Other Matters. Buyers investigation and approval of such other matters concerning the Property as Buyer deems appropriate or necessary in its sole discretion.

4. 6.2 Waiver or Satisfaction of Conditions. Buyers Feasibility Conditions are solely for the benefit of Buyer and may be waived by Buyer in writing. If Buyer approves Buyers Feasibility Conditions, Buyer shall give Seller and Escrow Holder written notice of such approval not later than 5:00 p.m. Pacific Time on the last day of the Feasibility Period. If Buyer gives written notice of disapproval of Buyers Feasibility Conditions or fails to give written notice of approval of Buyers Feasibility Conditions prior to 5:00 p.m. Pacific Time on the last day of the Feasibility Period, this Agreement shall be deemed terminated, the Initial Deposit and all interest accrued thereon shall be returned to Buyer, and neither party shall have any further obligation hereunder except for Buyers indemnity obligation under Sections 7.6 and 12 hereof. Buyers failure to give its notice of approval of Buyers Feasibility Conditions prior to 5:00 p.m. Pacific Time on the last day of the Feasibility Period shall be deemed Buyers disapproval of Buyers Feasibility Conditions. Buyers timely notice of approval of Buyers Feasibility Conditions shall serve as Buyers election to proceed to the Close of Escrow.

7. Due Diligence Documents; Right of Entry.

7.1 Due Diligence Documents. To the extent Seller has not already provided such documents to Buyer prior to the Effective Date, Seller shall, immediately after the Effective Date, provide Buyer with copies of the following documents for Buyers review during the Feasibility Period, to the extent such documents exist and are in the possession of Seller or its consultants (collectively, Due Diligence Documents):

(a) the originals or copies of the as-built architectural and engineering plans and specifications for the Buildings and Building Improvements;

(b) any existing ALTA survey of the Real Property;

. (c) copies of all Phase I and Phase II environmental reports and any other environmental reports, and any soils reports;

(d) a copy of any covenants, conditions and restrictions recorded against the Real Property;

(e) copies of real property tax bills for the fiscal years 2002-2003, 2003-2004 and 2004-2005;

(f) copies of any and all permits and certificates of occupancy issued by any governmental authority with respect to the Buildings or the Real Property;

(g) copies of all Contracts and Documents;

. (h) copies of any leases, licenses or occupancy agreements made between Seller and any tenants, licensees or occupants of the Property;

(i) copies of the operating statements for the Property for 2005 and for the years 2003 and 2004, including operating expense history and all capital expenditures;

(j) copies of the most recent fire department inspection reports;

.(k) a schedule of any offsite or onsite improvement work Seller is obligated to complete, but has not yet completed, and capital improvement work in process, if any;

.(l) all materials provided to Seller by any previous potential purchaser of the Property; and

.(m) Such other documents, plans, records, files or other information regarding the Real Property, Buildings, Building Improvements, Personal Property, Intangible Personal Property, Contracts and Documents as may be in the possession of Seller or its agents and consultants excluding corporate, financial and accounting records or other proprietary information regarding the operations of Seller.

1. 7.2 Due Diligence Documents List. To the extent Seller has not done so prior to the Effective Date, Seller shall provide Buyer with a list of the Due Diligence Documents upon the Effective Date.

2. 7.3 Contracts. To the extent Seller has not done so prior to the Effective Date, Seller shall, immediately upon execution of this Agreement, provide Buyer with copies of all service, operation and maintenance contracts affecting the Property (Contracts). Prior to the expiration of the Feasibility Period, Buyer shall provide Seller with written notice designating all Contracts that Buyer elects to assume at the Close of Escrow. With respect to all other Contracts, Seller shall terminate such Contracts prior to the Close of Escrow; provided, however, to the extent that any of such Contracts are not terminable by Seller in the time frame between the expiration of the Feasibility Period and the Close of Escrow, then Seller shall remain liable for any

payments under such Contracts until the date of termination thereof. Notwithstanding the foregoing, to the extent Seller desires to use the cafeteria and fitness center in Building D during the term of the Lease, Seller shall maintain any Contracts applicable to the operation and maintenance of the cafeteria and fitness center in full force and effect after the Close of Escrow and shall be responsible for any payments due to the vendors under such Contracts.

1. 7.4 Physical Inspection. During the Feasibility Period, Buyer and Buyers employees, agents, contractors and consultants (Buyers Parties) shall have the right to enter the Real Property to perform such investigations and inspections of the Property, including but not limited to soil, engineering, geological, structural and visual tests and inspections (collectively, Physical Inspections) as Buyer deems reasonably necessary at Buyers sole cost and expense. In conducting such Physical Inspections, Buyer and Buyers Parties shall comply with all applicable laws, statutes, ordinances, rules and regulations. Buyer shall provide reasonable advance notice (which may be telephonic) to Seller at Sellers address for notice set forth in Section 16.1 of any desired entry onto the Real Property by Buyer or Buyers Parties to perform Physical Inspections, stating the date on which Buyer desires such entry to occur, the name, address and telephone number of the Buyers Party who will make the entry, and the nature and location on the Real Property of the inspection to be performed. In the event that Buyer proposes to perform any destructive or invasive Physical Inspection, Seller shall approve or disapprove the proposed Physical Inspection within one (1) business day after receipt of such notice; provided, however, that Seller shall not unreasonably withhold approval to any invasive Physical Inspection. Sellers failure to provide disapproval within said one (1) business day period shall be deemed Sellers approval of such Physical Inspection. If Buyer or Buyers Parties take any sample from the Property in connection with an invasive Physical Inspection, Buyer shall provide to Seller a portion of such sample to allow Seller, if it so chooses, to perform its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Physical Inspections performed by Buyer or Buyers Parties. At Sellers option, any Physical Inspection that Buyer desires to perform within the Buildings may be scheduled before or after Sellers regular working hours so as not to interfere with Sellers use and occupancy of the Building. Buyer shall promptly repair any damage to the Buildings occurring as a result of a Physical Inspection to the condition that existed prior to such damage at its sole cost and expense. All Physical Inspections shall be subject to Section 7.6 hereof.

2. 7.5 Environmental Investigations. During the Feasibility Period, Buyer and Buyers Agents may enter the Real Property to perform such environmental assessments (including a Phase I and Phase II environmental assessment) of the Real Property (Environmental Investigation) which Buyer elects to undertake at Buyers sole cost and expense. Prior to performing any Environmental Investigation, Buyer shall submit to Seller at Sellers address for notice set forth in Section 16.1 below, prior written notice of the date of Buyers proposed entry onto the Real Property for such Environmental Investigation, the name of Buyers environmental consultant who will conduct the investigation, and a description of the Environmental Investigation to be performed. In the event that Buyer proposes to perform any Environmental Investigation involving soil and/or groundwater sampling,

Seller shall approve or disapprove the proposed Environmental Investigation within one (1) business day after receipt of such notice; which approval may be withheld in Sellers sole discretion; provided, however, if Seller disapproves of the proposed Environmental Investigation, Seller shall provide Buyer with written notice of its disapproval and the reasons therefor. Sellers failure to provide written notice of disapproval within said one (1) business day period shall be deemed Sellers approval of such Environmental Investigation. If Buyer or Buyers Parties take any sample from the Property in connection with an Environmental Investigation involving soil and/or groundwater sampling, Buyer shall provide to Seller a portion of such sample to allow Seller, if it so chooses, to perform its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Environmental Investigation performed by Buyer or Buyers Parties. If the Environmental Investigation will occur within the Buildings, Seller may require that such Environmental Investigation be performed either before or after Sellers regular working hours so as not to interfere with Sellers use and occupancy of the Buildings. Buyer shall, at its sole cost and expense, obtain any and all permits and approvals required from applicable governmental agencies prior to commencing any testing that will disturb the surface of the Real Property. Sellers representatives may be present at all times during the activities of Buyer and/or Buyers Parties on the Property. All Environmental Investigations shall be subject to Section 7.6 hereof.

7.6 Insurance, Indemnity. Buyer shall maintain a policy or policies of commercial general liability insurance insuring against claims and liabilities arising directly from or related to acts, omissions or investigations of Buyer and Buyers Parties in, on, or about the Real Property during the Feasibility Period. Such insurance shall have limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and shall (i) specifically name Seller as an additional insured during the Feasibility Period, (ii) not be canceled or the coverage or liability limits reduced without thirty (30) days prior written notice to Seller, and (iii) provide coverage which is primary to such coverage carried by Seller and not in excess thereto. Buyer shall deliver insurance certificates to Seller prior to any entry onto the Real Property by Buyer or any of Buyers Parties. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys fees and other direct costs that Seller may actually incur as a result of Buyers activities on the Real Property; provided, however, that the foregoing indemnity shall not apply to (i) any loss, liability, cost, claim, damage, injury or expense to the extent arising from or related to the acts or omissions of Seller, (ii) any diminution in value in the Property arising from or relating to matters discovered by Buyer during its investigation of the Property, (iii) any latent defects in the Property discovered by Buyer, and

(iv) the release or spread of any Hazardous Substances which are discovered (but not deposited) on or under the Real Property by Buyer. The foregoing indemnity shall survive beyond the Close of Escrow, or, if the sale is not consummated, beyond the termination of this Agreement.

7.7 Leases. Seller has entered into those certain leases of portions of the Real Property more particularly described on Exhibit E attached hereto (Leases). At the Close of Escrow, Seller shall assign to Buyer all of Sellers right, title and interest in the Leases pursuant to that certain Assignment and Assumption of Leases in the form attached hereto as Exhibit I (Assignment of Leases). During the Feasibility Period, Buyer shall have the right to obtain an estoppel certificate from each of the tenants under the Leases. Seller shall cooperate with Buyer in Buyers efforts to obtain such estoppel certificates. Buyers receipt of any such estoppel certificate shall not be a condition precedent to Buyers obligations hereunder.

7.8 Buyers Independent Investigation.

7.8.1 Buyer acknowledges and agrees that it has been given and will be given before the end of the Feasibility Period, a full opportunity to inspect and investigate each and every aspect of the Property (as it exists as of the end of the Feasibility Period), either independently or through Buyers Parties, including, without limitation:

.(a) all matters relating to title, together with all governmental and legal requirements such as taxes, assessments, zoning, use permit requirements and building codes;

.(b) subject to Sections 7.4 and 7.5 hereof, the physical and environmental condition of the Property;

.(c) any easements and/or access rights affecting the Property;

.(d) the Contracts; and

.(e) all other matters of material significance affecting the Property.

1. 7.8.2 BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR SELLERS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1 BELOW, SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN AS IS WITH ALL FAULTS BASIS AND THAT EXCEPT FOR BUYERS RELIANCE ON SELLERS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1 BELOW, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER OR ITS AGENTS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Property, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Propertys use, habitability, merchantability or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on the use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes,

ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the condition of title to the Property, (viii) the economics of the operation of the Property and (ix) the type, quality or nature of any use or business conducted on any neighboring property.

2. 7.9 Release. Except as provided below in this Section 7.9, Buyer on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges Seller, Sellers affiliates, and the partners, shareholders, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property or any law or regulation applicable thereto, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Safe Drinking Water (42 U.S.C. Section 300f et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the California Hazardous Waste Control Law (California Health and Safety Sections 25100-25600), the Porter-Cologne Water Quality Control Act (California Water Code Section 13000 et seq.) and the Safe Drinking Water and Toxic Enforcement Act (California Health and Safety Code Section 25249.5 et seq.). The foregoing release and waiver shall not extend to any claims Buyer and its successors and assigns may have with respect to (i) a breach by Seller of any of Sellers representations and warranties set forth in Section 9.1, (ii) fraud, (iii) breach of the Lease by Seller; (iv) breach of any obligations of Seller under this Agreement that survive the Close of Escrow, and (v) any third-party claims for personal injury or property damage arising out of Sellers use, occupancy or operations at the Property prior to the Close of Escrow or during the term of the Lease.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC