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Purchase Agreement

 

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Title:

Purchase Agreement

Entities:

KBS Real Estate Investment Trust, Inc.

Date:

2007

Size:

Preview shows 5KB of 85KB total

Price:

$57

ID:

#2963320

 

 

► Purchase & Sale ► Purchase Agreements

 

 

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (?Agreement?) is made as of June 1, 2007, by and between MBS ARLINGTON LIMITED PARTNERSHIP, a Delaware limited partnership (?Seller?), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (?Purchaser?).

In consideration of this Agreement, Seller and Purchaser agree as follows:

1. Sale of Subject Property. Seller agrees to sell to Purchaser the property described below, and Purchaser agrees to purchase from Seller, all of Seller?s right, title and interest in and to the following property (collectively, ?Subject Property?), upon the terms and conditions set forth herein:

(a) Real Property. Fee simple interest in that certain parcel of real estate in Tarrant County, Texas, commonly known as the Corporate Express project, legally described on Exhibit A attached hereto and made a part hereof (the ?Land?), together with (i) all building structures, improvements and fixtures owned by Seller located on the Land (the ?Improvements?), and (ii) all rights, privileges, servitudes, easements and appurtenances thereunto belonging or appertaining (the items described in (i) and (ii) above, collectively, the ?Real Property?).

(b) Personal Property and Intangibles. All of the equipment and personal property owned by Seller located at or installed on the Real Property and used solely in the operation of the Real Property, if any, and the right to use the name of the Subject Property and other business or trade names associated with the Subject Property (excluding any name containing the name ?Opus?) to the extent the same are assignable (collectively, ?Personal Property?).

(c) Lease. The interest as lessor in and to the lease described on Exhibit B attached hereto and made a part hereof, together with all amendments or modifications referred to therein, if any (the ?Lease?).

(d) Permits. The licenses, permits, and certificates of occupancy described on Exhibit C attached hereto and made a part hereof, to the extent that the same are assignable (collectively, the ?Permits?).

(e) Service Contracts. The existing service and maintenance contracts described on Exhibit D attached hereto and made a part hereof, together with all amendments or modifications referred to therein, if any (?Service Contracts?) to the extent they are assignable. On or before the Contingency Date, Purchaser shall advise Seller, in writing, of any Service Contracts that Purchaser does not desire to be assigned to and assumed by Purchaser at Closing (the ?Rejected Service Contracts?), and any Rejected Service Contracts shall be terminated prior to or at Closing if such contracts are terminable at no cost to Seller and Seller has reasonably sufficient notice to allow for timely termination of such Service Contracts. Failure by Purchaser to notify Seller prior to the Contingency Date shall constitute an election by Purchaser to have all of the Service Contracts assigned to and assumed by Purchaser at Closing. Notwithstanding the foregoing, Purchaser hereby disapproves of any leasing agreements and/or property management agreements affecting the Subject Property, which Seller shall cause to be terminated at Closing.

(f) Warranties. All unexpired warranties and guaranties given or assigned to or benefiting Seller, the Real Property or the Personal Property regarding the acquisition, construction, design, use, operation, management or maintenance of the Real Property or the Personal Property that are described on Exhibit E attached hereto and made a part hereof (?Warranties?), to the extent that the same are in Seller?s possession and are assignable without cost to Seller; provided, however, it is understood that Seller is not assigning, and the Subject Property does not consist of, any interest in any construction or development contract between Seller and any other Opus-related entity.


 

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