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Document Preview Agreement of Sale |
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Title: |
Agreement of Sale |
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Entities: |
American Financial Realty Trust; Cigna Investments, Inc.; Ralcorp Holdings, Inc.; Bank of America, NA; Keybank NA |
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Date: |
2004 |
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Size: |
Preview shows 20KB of 164KB total |
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Price: |
$41 |
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ID: |
#334502 |
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Start of Preview |
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AGREEMENT OF SALE
by and between
ST. LOUIS PT 800 MARKET STREET
ASSOCIATES LIMITED LIABILITY COMPANY,
a Delaware limited liability company,
as Seller
and
FIRST STATES GROUP, L.P.,
a Delaware limited partnership,
as Buyer
Re: Bank of America Plaza
St. Louis, Missouri
Date: As of October 23, 2003
Table of Contents
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Paragraph |
Caption |
Page | ||
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1. |
Sale and Purchase | 1 | ||
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2. |
Purchase Price | 1 | ||
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3. |
Closing | 2 | ||
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4. |
Condition of Title | 3 | ||
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5. |
Possession; Assignment of Agreements and Leases | 5 | ||
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6. |
Apportionments | 7 | ||
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7. |
Sellers Representations | 8 | ||
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8. |
Delivery of Premises Documents | 9 | ||
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9. |
Buyer Representations | 10 | ||
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10. |
Buyers Obligation to Close | 11 | ||
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11. |
Deliveries at Closing | 11 | ||
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12. |
Default | 13 | ||
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13. |
Notices; Computation of Periods | 14 | ||
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14. |
Fire or Other Casualty | 15 | ||
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15. |
Assignability | 16 | ||
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16. |
Inspection Period | 17 | ||
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17. |
Condemnation | 18 | ||
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18. |
Brokers | 19 | ||
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19. |
Condition of Premises | 19 | ||
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20. |
Survival of Provisions | 22 | ||
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21. |
Trustees | 23 | ||
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22. |
ERISA | 23 | ||
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23. |
Limited Liability | 23 | ||
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24. |
Miscellaneous | 23 |
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Exhibits |
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| Exhibit A | Legal Description of Premises | |
| Exhibit B | List of Personal Property | |
| Exhibit C | List of Permitted Title Objections | |
| Exhibit D | Form of Assignment and Assumption Agreement | |
| Exhibit E-1 | Form of Deed | |
| Exhibit E-2 | Form of Bill of Sale | |
| Exhibit F | Form of FIRPTA Certification | |
| Exhibit G | Form of Notice to Tenants | |
| Exhibit H | List of Excluded Personal Property | |
| Exhibit I | Schedule of Existing Leases | |
| Exhibit J | Schedule of Assigned Existing Agreements | |
| Exhibit K | Form of Tenant Estoppel Certificate |
- i -
AGREEMENT OF SALE
THIS AGREEMENT OF SALE (this Agreement) made as of October 23, 2003, by and between ST. LOUIS PT 800 MARKET STREET ASSOCIATES LIMITED LIABILITY COMPANY, a Delaware limited liability company (Seller) and FIRST STATES GROUP, L.P., a Delaware limited partnership (Buyer).
W I T N E S S E T H :
1. Sale and Purchase. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, upon the terms and conditions hereinafter set forth:
(a) Real Property. All those certain interests in real property situated in the City of St. Louis, State of Missouri, which is more fully described by metes and bounds on Exhibit A hereto and the buildings and improvements situate thereon (the Premises), together with all the rights and appurtenances pertaining to the Premises, including any right, title and interest of Seller (if any) in and to adjacent streets and rights-of-way.
(b) Personal Property. The fixtures, furnishings, equipment, supplies and other items of personal property, if any, owned by Seller and located on, and used in connection with the operation of, the Premises including those listed on Exhibit B hereto (collectively the Personal Property).
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