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Document Preview Agreement of Purchase and Sale |
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Title: |
Agreement of Purchase and Sale |
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Entities: |
Ford Motor Land Development Corp.; Mills Corp.; Greenberg Traurig; Piper Rudnick; Great Mall of the Bay Area Associates, L.P. |
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Date: |
2003 |
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Size: |
Preview shows 7KB of 161KB total |
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Price: |
$64 |
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ID: |
#130398 |
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AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement"), dated as of May 8, 2003, is between GREAT MALL OF THE BAY AREA ASSOCIATES, L.P., a Delaware limited partnership ("Seller"), and THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer").
Section 1.1 Definitions. The parties hereby agree that the following terms shall have the meanings hereinafter set forth, such definitions to be applicable equally to the singular and plural forms, and to the masculine and feminine forms, of such terms:
"Additional Deposit" shall have the meaning ascribed in Section 2.3.
"Additional Rent" shall have the meaning ascribed in Section 9.9(d).
"Adjoining Owners" shall mean collectively the parties named in the Operating Agreements or their respective successors in title, if any.
"Adjustment Statement" shall have the meaning ascribed in Section 9.9(a).
"Affiliate" shall mean any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Buyer or Seller, as the case may be. For the purposes of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the day to day management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have the meanings correlative to the foregoing.
"Aged Receivables Report" shall have the meaning ascribed in Section 3.2.
"Agreement" shall mean this Agreement, as the same may be amended, modified, or supplemented from time to time in writing by the parties hereto.
"Anchors" means all Tenants under Leases which contain no less than 10,000 square feet of gross leasable area.
"Assignment and Assumption of Contracts" shall have the meaning ascribed in Section 9.7(d).
"Assignment and Assumption of Leases" shall have the meaning ascribed in Section 9.7(c).
"Bill of Sale" shall have the meaning ascribed in Section 9.7(b).
"Broker" shall mean Merrill, Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation, who has provided certain financial advice and services to Seller pursuant to agreement dated January 2, 2003 ("Broker Agreement").
"Broker's Commission" shall mean the success fee payable by Seller to Broker as provided in the Broker Agreement and as otherwise set forth in Section 9.10.
"Closing" shall have the meaning ascribed in Section 9.2.
"Closing Date" shall mean, TIME BEING OF THE ESSENCE, the date on which the Closing shall occur, but in no event later than the date set forth in Section 9.2.
"Commissions" shall mean all commissions, referral fees, payments and obligations of Seller to make payments to leasing agents, leasing brokers or other parties with respect to the leasing of all or any part of the Property, whether such agreements are contained in a Lease or in any separate Commission Agreement.
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