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Document Preview Agreement for Purchase and Sale |
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Title: |
Agreement for Purchase and Sale |
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Entities: |
Chicago Title Co.; LaSalle National Bank; Weingarten Realty Investors |
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Date: |
2001 |
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Size: |
Preview shows 9KB of 149KB total |
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Price: |
$52 |
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ID: |
#260116 |
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AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT FOR PURCHASE AND SALE is made and entered into as of January
16, 2001, by and among BPP/GOLDEN STATE ACQUISITIONS, L.L.C., a Delaware limited
liability company ("Seller"), and WEINGARTEN GS, INC., a Texas corporation
("Buyer"). This Agreement shall be effective on the "Effective Date", which is
the date on which the last person signing this Agreement shall have signed this
Agreement.
RECITALS
A. The Seller holds ownership of a portfolio of properties listed on
Exhibit A to this Agreement and defined below with greater specificity as the
--------
"Properties."
B. Buyer desires to acquire and Seller desires to convey, assign and
transfer, subject to the terms and conditions contained in this Agreement, the
entirety of the Properties.
AGREEMENT
NOW, THEREFORE, Buyer and Seller do hereby agree as follows:
ARTICLE 1
BASIC DEFINITIONS
"Closing" shall mean the consummation of the transaction contemplated
hereunder, as evidenced by the delivery of all required funds and documents to
the Escrow Agent.
"Closing Date" shall mean the date which is ten (10) days after the parties
obtain Lender's approval of Buyer's assumption of the Loan, but not later than
May 1, 2001.
"Contract Period" shall mean the period from the Effective Date through and
including the Closing Date (or any earlier termination of this Agreement).
"Contracts" shall mean all maintenance, service and other operating
contracts, equipment leases and other arrangements or agreements to which Seller
is a party affecting the ownership, repair, maintenance, management, leasing or
operation of the Properties.
"Disclosure Materials" shall mean those materials described in Exhibit B,
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the Disclosure Materials List & Statement, to which Buyer shall be afforded
access and review rights pursuant to this Agreement.
"Disclosure Materials List & Statement" shall mean the statement set forth
as Exhibit B to this Agreement.
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"Due Diligence Expiration Date" shall mean January 31, 2001.
Page 1
{PAGE}
"Hazardous Materials" means any chemical, compound, pollutant material,
substance or other matter that: (a) is defined as a hazardous substance,
hazardous material, hazardous waste or toxic substance under any Hazardous
Materials Law, (b) is controlled or governed by any Hazardous Materials Law, (c)
actually or potentially gives rise to any remediation, permitting, licensing,
reporting, notice or publication requirement on the part of any party hereto,
(d) actually or potentially gives rise to any liability, responsibility or duty
on the part of any party hereto with respect to any third person or governmental
agency, (c) is asbestos or an asbestos-containing material, or (d) is flammable
or explosive material, oil, petroleum product, urea formaldehyde, radioactive
material, or nuclear medicine material.
"Hazardous Materials Laws" means any and all federal, state or local laws,
ordinances, rules, decrees, orders, regulations or court decisions (including
the so-called "common law") relating to Hazardous Materials, environmental
conditions on, under or about the Property, soil and ground water conditions or
other similar substances or conditions, including without limitation the
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Air Act,
the Federal Water Pollution Control Act, the Resource Conservation and Recovery
Act, the Hazardous Materials Transportation Act, The Clean Water Act, the Toxic
Substance Control Act, California Health and Public Safety Code Section 25117,
Sections 6680 through 6685 of Title 22 of the California Administrative Code,
Division 4, Chapter 30, any amendments to any of the foregoing, and all rules
and regulations promulgated under any of the foregoing, and any similar federal,
state or local laws, ordinances, rules, decrees, orders or regulations.
"Improvements" shall mean, as to each of the properties listed on Exhibit
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A, any and all structures, buildings, facilities, parking areas or other
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improvements situated on such Property's Land and all related fixtures,
improvements, building systems and equipment (including, without limitation,
HVAC, security and life safety systems).
"Intangible Property" shall mean, as to each Real Property: (a) any and
all permits, entitlements, filings, building plans, specifications and working
drawings, certificates of occupancy, operating permits, sign permits,
development rights and approvals, certificates, licenses, warranties and
guarantees, engineering, soils, pest control, survey, environmental, appraisal,
market and other reports relating to such Real Property and associated Personal
Property; (b) all trade names, service marks, tenant lists, advertising
materials and telephone exchange numbers identified with such Real Property; (c)
the Contracts and the Leases; (d) except as set forth on Exhibit I attached
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hereto (the "Excluded Claims"), claims, awards, actions, remedial rights and
judgments, and escrow accounts relating to environmental remediation, to the
extent relating to such Real Property and associated Personal Property; (e) all
books, records, files and correspondence relating to such Real Property and
associated Personal Property; and (f) all other transferable intangible
property, miscellaneous rights, benefits or privileges of any kind or character
with respect to such Real Property and associated Personal Property, including,
without limitation, under any REAs, provided that the Intangible Property shall
not include any Seller's name or any right to the reference "BPP," "Burnham
Pacific," or "Burnham". Seller shall retain all right, title and interest in
the Excluded Claims.
Page 2
{PAGE}
"Land" shall mean, as to each of the Properties listed on Exhibit A, the
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land component of the property as described with precision in the Title
Policies.
"Leases" shall mean, as to each Real Property, all leases, concession
agreements, rental agreements or other agreements (including all amendments or
modifications thereto) which entitle any person other than Seller to the
occupancy or use of any portion of the Real Property.
"Lender" shall mean Nomura Asset Capital Corporation, a Delaware
corporation, and its successors, participants and assigns.
"Loan" shall mean collectively that certain loan in the original principal
amount of One Hundred Thirty Five Million Thirty Nine Thousand Nine Hundred
Fifty and 82/100 ($135,039, 950.82) ("Principal Amount") and that certain
interest rate buy-up premium in the original amount of Fourteen Million Nine
Hundred Sixty Thousand Forty Nine and 34/100 Dollars ($14,960,049.34), from
Lender to Seller, as evidenced by the Loan Documents. "Loan Documents" shall
mean the Note, that certain Loan Agreement dated December 31, 1997 between
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