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Title: |
Purchase Agreement |
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Date: |
2007 |
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Preview shows 7KB of 132KB total |
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Price: |
$44 |
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ID: |
#2963321 |
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PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (?Agreement?) is made as of June 1, 2007, by and between OPUS REAL ESTATE VI LIMITED PARTNERSHIP, a Delaware limited partnership (?Partnership?) and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (?Purchaser?).
RECITALS:
A. Partnership owns, directly or indirectly, one hundred percent (100%) of the ownership interests in each of the Subsidiaries (as defined below). The Subsidiaries collectively own the Projects (as defined below).
B. Partnership and the Subsidiaries desire to sell the Projects to Purchaser or certain affiliates of Purchaser upon the terms and conditions of this Agreement.
AGREEMENTS:
In consideration of this Agreement, Partnership, Subsidiaries and Purchaser agree as follows:
1. Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them below:
?Cardinal Health Project? means the project commonly known as Cardinal Health facility, located in Hennepin County, Minnesota, and legally described on Exhibit A attached hereto, owned by ORE Continental MN.
?Cedar Bluffs Project? means the project commonly known as Cedar Bluffs Business Center, located in Dakota County, Minnesota, and legally described on Exhibit A attached hereto, owned by ORE Ventures MN.
?Crystal Park Project? means the project commonly known as Crystal Park D and E, located in Williamson County, Texas, and legally described on Exhibit A attached hereto, owned by ORE TX.
?Existing Debt? means the outstanding existing debt obligations (which shall include principal, interest and all amounts outstanding) owed by ORE Ventures MN to Lender and the obligations of Partnership as guarantor pursuant to the Loan Documents.
?Existing Master Lease? means the lease(s) listed on Schedule 4 attached hereto and made a part hereof.
?Hartman Project? means the project commonly known as Hartman Business Center One, located in Cobb County, Georgia, and legally described on Exhibit A attached hereto, owned by ORE GA.
?Lender? means MetLife Bank, N.A., a national banking association.
?Loan Documents? means, collectively, the documents evidencing, securing or pertaining to the Existing Debt, as listed on Schedule 2 attached hereto and made a part hereof
?Park 75 Project? means the project commonly known as Park 75 at Union Centre I, located in Butler County, Ohio, and legally described on Exhibit A attached hereto, owned by ORE OH.
?Plainfield Project? means the project commonly known as Plainfield Business Center at Airwest Business Park?Building VIII, located in Hendricks County, Indiana, and legally described on Exhibit A attached hereto, owned by ORE Continental IN.
?Rickenbacker Project? means the project commonly known as Opus Business Center at Rickenbacker Building IV, located in Franklin County, Ohio, and legally described on Exhibit A attached hereto, owned by ORE America OH.
?ORE America OH? means Opus Real Estate America VI OH, L.L.C., a Delaware limited liability company.
?ORE Continental IN? means Opus Real Estate Continental VI IN, L.L.C., a Delaware limited liability company.
?ORE Continental MN? means Opus Real Estate Continental VI MN, L.L.C., a Delaware limited liability company.
?ORE GA? means Opus Real Estate Georgia VI, L.L.C., a Delaware limited liability company.
?ORE OH? means Opus Real Estate Ohio VI, L.L.C., a Delaware limited liability company.
?ORE TX? means Opus Real Estate Texas VI Limited Partnership, a Delaware limited partnership.
?ORE Ventures MN? means Opus Real Estate Ventures VI MN, L.L.C., a Delaware limited liability company.
?Portfolio? means the entire portfolio consisting of all of the Projects.
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