|
|
|
|
Document Preview Purchase and Sale Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Purchase and Sale Agreement |
|||
|
Entities: |
Hines Holdings Inc.; Overseas Partners Ltd; PeopleSoft, Inc. |
|||
|
Date: |
2001 |
|||
|
Size: |
Preview shows 15KB of 152KB total |
|||
|
Price: |
$52 |
|||
|
ID: |
#1482309 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
PURCHASE AND SALE AGREEMENT
BETWEEN
OVERSEAS PARTNERS (AFC), INC.
AND
HINES INTERESTS LIMITED PARTNERSHIP
ATLANTA FINANCIAL CENTER
March ____, 2001
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
ARTICLE 1. DEFINITIONS 1
ARTICLE 2. PURCHASE AND SALE 8
2.1. Agreement to Sell and Purchase 8
2.2. Permitted Exceptions 8
2.3. Earnest Money 8
2.4. Purchase Price 9
2.5. Independent Contract Consideration 10
2.6. Closing 10
ARTICLE 3. PURCHASER'S INSPECTION AND REVIEW RIGHTS 10
3.1. Due Diligence Inspections 10
3.2. Seller's Deliveries to Purchaser; Purchaser's Access to Seller's
Property Records 11
3.3. Condition of the Property 13
3.4. Title and Survey 14
3.5. Operating Agreements 14
3.6. Termination of Agreement 15
3.7. Confidentiality 15
3.8. Provisions Regarding Ability to Assume Existing Note and Existing Mortgage 16
3.9. Conduit Agreements 17
ARTICLE 4. REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS 17
4.1. Representations and Warranties of Seller 17
4.2. Knowledge Defined 22
4.3. Covenants and Agreements of Seller 23
4.4. Representations and Warranties of Purchaser 24
ARTICLE 5. CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS 25
5.1. Seller's Closing Deliveries 25
5.2. Purchaser's Closing Deliveries 27
5.3. Closing Costs 28
5.4. Prorations and Credits 29
ARTICLE 6. CONDITIONS TO PURCHASER'S OBLIGATIONS 31
6.1. Conditions Precedent to Purchaser's Obligations 31
6.2. Conditions Precedent to Seller's Obligations 32
</TABLE>
<PAGE>
<TABLE>
<S> <C>
ARTICLE 7. CASUALTY AND CONDEMNATION 33
7.1. Casualty 33
7.2. Condemnation 34
ARTICLE 8. DEFAULT AND REMEDIES 34
8.1. Purchaser's Default 34
8.2. Seller's Default 35
ARTICLE 9. ASSIGNMENT 35
9.1. Assignment 35
ARTICLE 10. BROKERAGE COMMISSIONS 35
10.1. Broker 35
ARTICLE 11. MISCELLANEOUS 36
11.1. Notices 36
11.2 Possession 38
11.3 Time Periods 38
11.4 Publicity 38
11.5 Discharge of Obligations 38
11.6 Severability 39
11.7 Construction 39
11.8 Sale Notification Letters 39
11.9 Survival 39
11.10 General Provisions 39
11.11 Attorney's Fees 40
11.12 Counterparts 40
11.13 OPCC's Agreement 40
</TABLE>
<PAGE>
SCHEDULE OF EXHIBITS
<TABLE>
<CAPTION>
Reference
---------
<S> <C> <C>
Exhibit "A" Description of Property p 4
-----------
Exhibit "B" List of principal NY Life Loan Documents and copies of pp 2 & 3
----------- Existing Note, Existing Mortgage, Existing Assignment of
Leases, Existing Environmental Indemnity, Existing
Guaranty, Existing Reserve Account Agreement, Existing
One Time Transfer Letter and other of the principal NY
Life Loan Documents
Exhibit "C" List of Existing Commission Agreements and Management pp 2, 4 & (S) 4.1(f)
----------- Agreement
Exhibit "D" Form of Escrow Agreement p 3
-----------
Exhibit "E" List of Existing Environmental Reports p 3
-----------
Exhibit "F" Rent Roll p 5
-----------
Exhibit "G" List of Personal Property p 5
-----------
Exhibit "H" List of Operating Agreements p 5
-----------
Exhibit "I" Form of Tenant Estoppel Certificate p 6 & (S) 6.1(d)
-----------
Exhibit "J" Property Tax Appeals (S) 4.1(g)
-----------
Exhibit "K" Unpaid Tenant Inducement Costs and Leasing Commissions (S) 5.4(d)
----------- re current tenants for which Purchaser is responsible
Exhibit "L" List of Leases (and Amendments) by Dates of Execution (S) 4.1(e)
-----------
Exhibit "M" Actions, Suits, Proceedings Pending or Threatened (S) 4.1(f)
-----------
Exhibit "N" List of Lease Guaranties (S) 4.1(s)
-----------
Exhibit "O" List of Operating Agreements which Purchaser will Assume (S) 3.5
-----------
Exhibit "P" Form of Conduit Agreement p 3
-----------
Exhibit "Q" Conduit Value Chart p 3
-----------
</TABLE>
<PAGE>
SCHEDULE OF CLOSING DOCUMENTS
Schedule 1 Form of Limited Warranty Deed
Schedule 2 Form of Assignment and Assumption of Leases and Security
Deposits and Leasing Commission Obligations arising after
Closing
Schedule 3 Form of Bill of Sale to Personal Property
Schedule 4 Form of Assignment and Assumption of Contracts
Schedule 5 Form of General Assignment of Seller's Interest in
Intangible Property
Schedule 6 Form of Seller's Affidavit (for Purchaser's Title Insurance
Purposes)
Schedule 7 Form of Seller's Certificate (as to Seller's Representations
and Warranties)
Schedule 8 Form of Seller's FIRPTA Affidavit
Schedule 9 Form of Seller's Georgia Withholding Tax Affidavit
Schedule 10 Form of Purchaser's Certificate (as to Purchaser's
Representations and Warranties)
Schedule 11 Form of Seller's Estoppel (as to tenants)
<PAGE>
PURCHASE AND SALE AGREEMENT
ATLANTA FINANCIAL CENTER
================================================================================
THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), made and entered into
---------
this ____ day of March, 2001, by and between OVERSEAS PARTNERS (AFC), INC., a
Georgia corporation ("Seller"), and HINES INTERESTS LIMITED PARTNERSHIP, a
------
Delaware limited partnership ("Purchaser"), with OVERSEAS PARTNERS CAPITAL
---------
CORP., a Delaware corporation ("OPCC") joining in the execution of this
Agreement for the purposes specified in Section 1613 hereof.
WITNESETH:
---------
WHEREAS, Seller desires to sell certain improved real property commonly
known as "Atlanta Financial Center" located at 3333, 3343 and 3353 Peachtree
Road, City of Atlanta, Fulton County, Georgia, containing a total of
approximately 888,954 rentable square feet together with certain related
personal and intangible property, and Purchaser desires to purchase such real,
personal and intangible property; and
WHEREAS, the parties hereto desire to provide for said sale and purchase on
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto hereby covenant and agree
as follows:
ARTICLE 1.
DEFINITIONS
For purposes of this Agreement, each of the following capitalized terms
shall have the meaning ascribed to such terms as set forth below:
"Additional Earnest Money" shall mean the sum of Five Hundred Thousand and
------------------------
No/100 Dollars Money" shall mean the sum of Five Hundred Thousand and No/100
Dollars ($500,000.00 U.S.).
"Assignment and Assumption of Leases" shall mean the form of assignment and
-----------------------------------
assumption of Leases and Security Deposits and obligations under the Commission
Agreements to be executed and delivered by Seller and Purchaser at the Closing
in the form attached hereto as Schedule 2.
"Assignment and Assumption of Operating Agreements" shall mean the form of
-------------------------------------------------
6
<PAGE>
assignment and assumption of the Operating Contracts to be executed and
delivered by Seller and Purchaser at the Closing in the form attached hereto as
Schedule 4.
"Bill of Sale" shall mean the form of bill of sale to the Personal Property
------------
to be executed and delivered by Seller to Purchaser at the Closing in the form
attached hereto as Schedule 3.
"Broker" shall have the meaning ascribed thereto in Section 10.1 hereof.
------
"Business Day" shall mean any day other than a Saturday, Sunday or other
------------
day on which banking institutions in the State of Georgia are authorized by law
or executive action to close.
"Closing" shall mean the consummation of the purchase and sale of the
-------
Property pursuant to the terms of this Agreement.
"Closing Date" shall have the meaning ascribed thereto in Section 2.6
------------
hereof.
"Commission Agreements" shall have the meaning ascribed thereto in Section
---------------------
4.1(f) hereof, and such agreements are more particularly described on Exhibit
"C" attached hereto and made a part hereof.
"Conduit Agreements" shall mean the license agreements proposed to be
------------------
hereafter entered into by Seller with AT&T, Level 3 Communications and Metro
Media Fiber Network [or any substitutes(s) approved by Purchaser for any of the
foregoing, which approval will not be unreasonably withheld, delayed or
conditioned] for no more nor less than a total of five (5) conduits, each of
which Conduit Agreements shall be substantially in the form of Exhibit "P"
attached hereto and made a part hereof (any changes or modifications to said
form must be approved by Purchaser, which approval will not be unreasonably
withheld, delayed or conditioned except as to any change to Paragraph 15 of
Exhibit "P") and shall contain the economic and other terms set forth in the
Conduit Value Chart.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us