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Title: |
Purchase and Sale Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 13KB of 127KB total |
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Price: |
$69 |
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ID: |
#2838177 |
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PURCHASE AND SALE AGREEMENT
by and between
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2,
a Texas limited partnership
and
ERIC G. MEYERS, an individual resident of the State of Maryland, JOHN P.
KYLE, an individual resident of the State of Maryland, AND TERRY KORTH, an
individual resident of the State of Maryland
Property Name: Central Hampton Business Park
Location: Prince Georges County, State of Maryland
Effective Date: March 27, 2007
EXHIBITS
| A. |
Legal Description | |
| B. | List of Contracts | |
| C. | Form of Buyers As-Is Certificate and Agreement | |
| D. | Form of Special Warranty Deed | |
| E. | Form of Bill of Sale | |
| F. | Form of Assignment of Tenant Leases | |
| G. | Form of Assignment of Intangible Property | |
| H. | Form of Notice to Tenants | |
| I. | Form of Sellers Non-Foreign Certificate | |
| J. | Litigation Notices, Contract Defaults, Governmental Violations | |
| K. | Remedial Action Plan | |
2
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this Agreement) is made to be effective as of March 27, 2007 (the Commencement Date), by and between PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2, a Texas limited partnership (Seller), and ERIC G. MEYERS, an individual resident of the State of Maryland, JOHN P. KYLE, an individual resident of the State of Maryland, and TERRY KORTH, an individual resident of the State of Maryland (collectively, Buyer).
WITNESSETH:
In consideration of the mutual covenants and agreements set forth herein, the parties hereto do hereby agree as follows:
ARTICLE 1CERTAIN DEFINITIONS
As used herein, the following terms shall have the following meanings:
Agency or Agencies means, individually and collectively, any federal, state or local governmental or regulatory agency, body, board, commission or other political entity having environmental jurisdiction over the Real Property under any Environmental Law, including without limitation, the Maryland Department of the Environment.
Business Day shall mean any day other than a Saturday, Sunday, or any Federal holiday, or any holiday in the State in which the Property is located. If any period expires on a day which is not a Business Day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day.
Buyers Broker shall mean any broker, agent, finder or advisor retained by Buyer in connection with this Transaction.
Buyers Reports shall mean the results of any examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations prepared by or for or otherwise obtained by any Buyers Representative in connection with Buyers Due Diligence.
Buyers Representatives shall mean Buyer, any direct or indirect owner of any beneficial interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any beneficial interest in Buyer.
Closing shall mean the closing of the Transaction.
Closing Date shall mean the date of Closing, which shall not be later than the Closing Deadline.
Closing Deadline shall mean a date not later than thirty (30) calendar days following the expiration of the Due Diligence Period, as the same may be extended pursuant to the express terms of this Agreement.
Closing Documents shall mean all documents and instruments executed and delivered by Buyer or Seller pursuant to the terms of this Agreement or otherwise in connection with the Transaction or this Agreement, including, without limitation, the documents and instruments required pursuant to the terms of Article 7.
Closing Tax Year shall mean the Tax Year in which the Closing Date occurs.
Confidential Materials shall mean any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the operating budget, but not capital, for the calendar year in which the Closing occurs); strategic plans for the Property; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Seller or any direct or indirect owner of any beneficial interest in Seller; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Seller, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Seller, Sellers Property Manager or any direct or indirect owner of any beneficial interest in Seller which such party deems proprietary or confidential.
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