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Document Preview Agreement of Purchase and Sale of Membership Interests and Properties and Escrow Instructions |
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Title: |
Agreement of Purchase and Sale of Membership Interests and Properties and Escrow Instructions |
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Entities: |
Chicago Title Insurance Co.; Credit Suisse First Boston Mortgage Capital LLC; First Potomac Realty Trust |
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Date: |
2004 |
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Preview shows 54KB of 369KB total |
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$96 |
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#336573 |
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AGREEMENT OF PURCHASE AND SALE OF
MEMBERSHIP INTERESTS AND PROPERTIES
AND ESCROW INSTRUCTIONS
9631, 9633, 9635 and 9637 Liberty Road, Randallstown, Baltimore County, MD
115 and 125 Airport Place, and 1135 Business Parkway, Westminster, Carroll County, MD
6900 English Muffin Way, Frederick County, MD
4451 Georgia Pacific Boulevard, Frederick County, MD
15 Wormans Mill Court, Frederick, Frederick County, MD
9315 Largo Drive West, Largo, Prince Georges County, MD
1291 Edwin Miller Boulevard, Martinsburg, Berkeley County, WV
7561 Lindbergh Drive, Gaithersburg, Montgomery County, MD
811 and 831 Russell Avenue, Gaithersburg, Montgomery County, MD
200 and 220 Girard Street, and 504 East Diamond Avenue,
Gaithersburg, Montgomery County, MD
602, 620, 630 and 640 East Diamond Avenue, Gaithersburg, Montgomery County, MD
20270 Goldenrod Lane, Germantown, Montgomery County, MD
1129 Business Parkway South, Westminster, Carroll County, MD
10 North Jefferson Street, Frederick, Frederick County, MD
30 West Patrick Street, Frederick, Frederick County, MD
THIS AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTERESTS AND PROPERTIES AND ESCROW INSTRUCTIONS (this Agreement) is made and entered into as of May 27, 2004, by and among the following person and entities:
(A) for the Deer Park Property, the Gateway West Property, the Wedgewood Property, the Georgia Pacific Boulevard Property, the Radtech Property, and the Woodlands Property (all as hereinafter defined): (i) Butera Properties, Inc., in its capacity as Manager and a member of, and Butera Equity, LLC and Kimmel Equity, LLC, in their capacities as the members of, Butera Properties, LLC (individually a Butera Properties Member and collectively, the Butera Properties Members); and (ii) First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (FP-LP) and FP Realty Investment Manager, Inc. (FP Manager) (FP-LP and FP Manager being collectively referred to as the FP LLC Buyers); and
(B) for the Old Courthouse Square Property and the Lindbergh Property (both as hereinafter defined): (i) Butera Properties II, Inc., in its capacity as Manager and a member of, and Butera Equity, LLC and Kimmel Equity, LLC, in their capacities as the members of, Butera Properties II, LLC (individually a Butera Properties II Member and collectively, the Butera Properties II Members); and (ii) FP LLC Buyers; and
(C) for the Gateway Center Property (as hereinafter defined): (i) Butera Gateway Center, Inc, in its capacity as Manager and a member of, and Butera Equity, LLC and Kimmel Equity, LLC, in their capacities as the members of, Butera Gateway Center, LLC (individually a Butera Gateway Center Member and collectively, the Butera Gateway Center Members); and (ii) FP LLC Buyers; and
(D) for the Girard Business Center Property (as hereinafter defined): (i) Butera Girard Business Center, Inc., in its capacity as Manager and a member of, and Butera Equity, LLC and Kimmel Equity, LLC, in their capacities as the members of, Butera Girard Business Center, LLC (individually a Butera Girard Business Center Member and collectively, the Butera Girard Business Center Members); and (ii) FP LLC Buyers; and
(E) for the Girard Place Property (as hereinafter defined): (i) Butera Girard Place, Inc, in its capacity as Manager and a member of, and Butera Equity, LLC and Kimmel Equity, LLC, in their capacities as the members of, Butera Girard Place, LLC (individually a Butera Girard Place Member and collectively, the Butera Girard Place Members); and (ii) FP LLC Buyers; and
(F) for the Goldenrod Lane Property (as hereinafter defined): (i) Butera Goldenrod Lane, Inc, in its capacity as Manager and a member of, and Butera Equity, LLC and Kimmel Equity, LLC, in their capacities as the members of, Butera Goldenrod Lane, LLC (individually a Butera Goldenrod Lane Member and collectively, the Butera Goldenrod Lane Members); and (ii) FP LLC Buyers; and
(G) for the Gateway West II Property (as hereinafter defined): (i) T. Richard Butera and RIP Investments LP, in their capacities as the members of Butera Gateway West II, LLC (individually a Butera Gateway West II Member and collectively, the Butera Gateway West II Members); and (ii) FP LLC Buyers; and
(H) for the Westpark Property (as hereinafter defined): (i) TRB, Inc., a Colorado corporation (TRB, Inc.); and (ii) FP Westpark, LLC (FP Westpark); and
(I) for the Patrick Center Property (as hereinafter defined): (i) TRB, Inc., Woodstone Associates, a Colorado general partnership (Woodstone), and Thirty Pat, LLC, a Maryland limited liability company (Thirty Pat); and (ii) FP Patrick Center, LLC (FP Patrick Center).
(FP LLC Buyers, FP Westpark and FP Patrick Center are referred to herein collectively as Buyer. Butera Properties, LLC, Butera Properties II, LLC, Butera Gateway Center, LLC, Butera Girard Business Center, LLC, Butera Girard Place, LLC, Butera Goldenrod Lane, LLC, and Butera Gateway West II, LLC, are referred to herein collectively as the LLCs. TRB, Inc., Woodstone and Thirty Pat are referred to herein collectively as the Patrick Center Sellers. Butera Properties, LLC, Butera Properties Members, Butera Properties II, LLC, Butera Properties II Members, Butera Gateway Center, LLC, Butera Gateway Center Members, Butera Girard Business Center LLC, Butera Girard Business Center Members, Butera Girard Place, LLC, Butera Girard Place Members, Butera Goldenrod Lane, LLC, Butera Goldenrod Lane Members, Butera Gateway West II, LLC, Butera Gateway West II Members, TRB, Inc., and the Patrick Center Sellers, are referred to herein collectively as Seller or Seller Parties.)
RECITALS:
R-1. Butera Properties, LLC is the owner of (i) the Deer Park Property located in
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Baltimore County, Maryland, as legally and more particularly described on Exhibit A-1 attached hereto; (ii) the Gateway West Property located in Carroll County, Maryland, as legally and more particularly described on Exhibit A-2 attached hereto; (iii) the Wedgewood Property located in Frederick County, Maryland, as legally and more particularly described on Exhibit A-3 attached hereto; (iv) the Georgia Pacific Boulevard Property located in Frederick County, Maryland, as legally and more particularly described on Exhibit A-4 attached hereto; (v) the Radtech Property located in Frederick County, Maryland, as legally and more particularly described on Exhibit A-5 attached hereto; and (vi) the Woodlands Property located in Prince Georges County, Maryland, as legally and more particularly described on Exhibit A-6 attached hereto.
R-2. FP LLC Buyers wish to purchase, and the Butera Properties Members wish to sell, all of the membership interests in Butera Properties, LLC on the terms and conditions set forth herein.
R-3. Butera Properties II, LLC is the owner of (i) the Old Courthouse Square Property located in Berkeley County, West Virginia, as legally and more particularly described on Exhibit A-7 attached hereto; and (ii) the Lindbergh Property located in Montgomery County, Maryland, as legally and more particularly described on Exhibit A-8 attached hereto.
R-4. FP LLC Buyers wish to purchase, and the Butera Properties II Members wish to sell, all of the membership interests in Butera Properties II, LLC on the terms and conditions set forth herein.
R-5. Butera Gateway Center, LLC is the owner of the Gateway Center Property located in Montgomery County, Maryland, as legally and more particularly described on Exhibit A-9 attached hereto.
R-6. FP LLC Buyers wish to purchase, and the Butera Gateway Center Members wish to sell, all of the membership interests in Butera Gateway Center, LLC on the terms and conditions set forth herein.
R-7. Butera Girard Business Center, LLC is the owner of the Girard Business Center Property located in Montgomery County, Maryland, as legally and more particularly described on Exhibit A-10 attached hereto.
R-8. FP LLC Buyers wish to purchase, and the Butera Girard Business Center Members wish to sell, all of the membership interests in Butera Girard Business Center, LLC on the terms and conditions set forth herein.
R-9. Butera Girard Place, LLC is the owner of the Girard Place Property located in Montgomery County, Maryland, as legally and more particularly described on Exhibit A-11 attached hereto.
R-10. FP LLC Buyers wish to purchase, and the Butera Girard Place Members wish to sell, all of the membership interests in Butera Girard Place, LLC on the terms and conditions set forth herein.
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R-11. Butera Goldenrod Lane, LLC is the owner of the Goldenrod Lane Property located in Montgomery County, Maryland, as legally and more particularly described on Exhibit A-12 attached hereto.
R-12. FP LLC Buyers wish to purchase, and the Butera Goldenrod Lane Members wish to sell, all of the membership interests in Butera Goldenrod Lane, LLC on the terms and conditions set forth herein.
R-13. Butera Gateway West II, LLC is the owner of the Butera Gateway West II Property located in Carroll County, Maryland, as legally and more particularly described on Exhibit A-13 attached hereto.
R-14. FP LLC Buyers wish to purchase, and the Butera Gateway West II Members wish to sell, all of the membership interests in Butera Gateway West II, LLC on the terms and conditions set forth herein.
R-15. TRB, Inc. is the owner of the Westpark Property located in Frederick County, Maryland, as legally and more particularly described on Exhibit A-14 attached hereto.
R-16. FP Westpark wishes to purchase, and TRB, Inc. wishes to sell, the Westpark Property on the terms and conditions set forth herein.
R-17. The Patrick Center Sellers are the owners of the Patrick Center Property located in Frederick County, Maryland, as legally and more particularly described on Exhibit A-15 attached hereto.
R-18. FP Patrick Center wishes to purchase, and the Patrick Center Sellers wish to sell, the Patrick Center Property on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller Parties and Buyer hereby agree as follows:
Article 1 of this Agreement consists of definitions for certain of the defined terms that are used throughout this Agreement.
Article 2 of this Agreement constitutes instructions to Escrow Agent (as such term is defined below), as well as agreements between Buyer and the Seller Parties.
Article 3 of this Agreement consists of further agreements between Buyer and the Seller Parties, with which Escrow Agent need not be concerned (except as otherwise directed in Article 2). Escrow Agent may rely entirely on the instructions contained in Article 2; however, as between Buyer and the Seller Parties, the provisions of Article 3 shall control if there is any inconsistency between those provisions and the instructions in Article 2.
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ARTICLE 1 DEFINITIONS
The following terms, wherever used in this Agreement, shall have the respective meanings set forth below:
1.1. Actual Knowledge. Actual Knowledge means the actual (and not the constructive) current knowledge of the person or entity making a representation or warranty in this Agreement to his or its Actual Knowledge, and does not imply any inspection, examination or other inquiry undertaken by such person or entity to determine the accuracy of any representation, warranty or other statement made to such persons or entitys Actual Knowledge in this Agreement or in any of Sellers Closing Documents or Buyers Closing Documents, as applicable.
1.2. Agreement. Agreement has the meaning set forth in the first paragraph of the preamble.
1.3. Assignment of Membership Interests. Assignment of Membership Interests means an assignment of membership interests in form and substance reasonably acceptable to the Parties to be executed and delivered by each of the Selling Members at Closing, pursuant to which, each Selling Member shall assign and transfer to Buyer the applicable Membership Interest in accordance with the terms and conditions contained herein. The Assignment of Membership Interests shall contain an express warranty from each Selling Member that such Selling Member is the sole owner and holder of the entire legal and beneficial interest in and to the Membership Interest transferred thereby, that the Membership Interest is free and clear of any liens, pledges, claims or encumbrances, that the Membership Interest has not been previously transferred, conveyed or assigned, that such Selling Member has granted no options or rights to purchase the Membership Interest, that no person or entity has an option or right to acquire such Membership Interest, and that the Selling Member has full power and authority to make such assignment without joinder by or consent or approval of any other party, except the Existing Lender (as hereinafter defined). Pursuant to each Assignment of Membership Interests, Buyer shall assume all obligations of the Selling Member that is a party thereto to the applicable LLC arising from and after the Closing Date.
1.4. Broker. Broker means Matan Realty, LLLP.
1.5. Butera Gateway Center, LLC Membership Interests. Butera Gateway Center, LLC Membership Interests means one hundred percent (100%) of the membership interests in Butera Gateway Center, LLC, as owned by the Butera Gateway Center Members in the percentages reflected on Exhibit B-3 attached hereto.
1.6. Butera Gateway Center Manager. Butera Gateway Center Manager means Butera Gateway Center, Inc., manager of Butera Gateway Center, LLC.
1.7. Butera Gateway West II, LLC Membership Interests. Butera Gateway West II, LLC Membership Interests means one hundred percent (100%) of the membership interests in Butera Gateway West II, LLC, as owned by the Butera Gateway West II Members in the
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percentages reflected on Exhibit B-7 attached hereto.
1.8. Butera Gateway Center II Manager. Butera Gateway Center II Manager means T. Richard Butera, manager of Butera Gateway West II, LLC.
1.9. Butera Girard Business Center, LLC Membership Interests. Butera Girard Business Center, LLC Membership Interests means one hundred percent (100%) of the membership interests in Butera Girard Business Center, LLC, as owned by the Butera Girard Business Center Members in the percentages reflected on Exhibit B-4 attached hereto.
1.10. Butera Girard Business Center Manager. Butera Girard Business Center Manager means Butera Girard Business Center, Inc., manager of Butera Girard Business Center, LLC.
1.11. Butera Girard Place, LLC Membership Interests. Butera Girard Place, LLC Membership Interests means one hundred percent (100%) of the membership interests in Butera Girard Place, LLC, as owned by the Butera Girard Place Members in the percentages reflected on Exhibit B-5 attached hereto.
1.12. Butera Girard Place Manager. Butera Girard Place Manager means Butera Girard Place, Inc., manager of Butera Girard Place, LLC.
1.13. Butera Goldenrod Lane, LLC Membership Interests. Butera Goldenrod Lane, LLC Membership Interests means one hundred percent (100%) of the membership interests in Butera Goldenrod Lane, LLC, as owned by the Butera Goldenrod Lane Members in the percentages reflected on Exhibit B-6 attached hereto.
1.14. Butera Goldenrod Lane Manager. Butera Goldenrod Lane Manager means Butera Goldenrod Lane, Inc., manager of Butera Goldenrod Lane, LLC.
1.15. Butera Properties, LLC Membership Interests. Butera Properties, LLC Membership Interests means one hundred percent (100%) of the membership interests in Butera Properties, LLC, as owned by the Butera Properties Members in the percentages reflected on Exhibit B-1 attached hereto.
1.16. Butera Properties Manager. Butera Properties Manager means Butera Properties, Inc., manager of Butera Properties, LLC.
1.17. Butera Properties II, LLC Membership Interests. Butera Properties II, LLC Membership Interests means one hundred percent (100%) of the membership interests in Butera Properties II, LLC, as owned by the Butera Properties II Members in the percentages reflected on Exhibit B-2 attached hereto.
1.18. Butera Properties II Manager. Butera Properties II Manager means Butera Properties II, Inc., manager of Butera Properties II, LLC.
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1.19. Buyer. Buyer means, collectively, the FP LLC Buyers (as defined in clause (A) of the preamble), FP Westpark (as defined in clause (H) of the preamble), and FP Patrick Center (as defined in clause (I) of the preamble).
1.20. Buyers Knowledge. Buyers Knowledge means the Actual Knowledge of Nicholas R. Smith, an officer of each Buyer, and does not imply any inspection, examination or other inquiry undertaken by Buyer or said individual to determine the accuracy of any representation, warranty or other statement made to Buyers Knowledge in this Agreement or in any of Buyers Closing Documents.
1.21. Buyers Closing Documents. Buyers Closing Documents has the meaning specified in the last sentence of Section 2.2.2.
1.22. Closing. Closing means the execution and delivery by the Seller Parties of the Seller Closing Documents and by Buyer of the Buyer Closing Documents, as applicable, concurrently with the disbursement by the Title Company of the Purchase Price to the Seller Parties as at a New York-style closing in conformity with the terms and provisions of this Agreement.
1.23. Closing Date. Closing Date means on or before the seventh (7th) Business Day following the Parties receipt of the Existing Lender Approvals (as defined in Section 3.3.6 below), but in no event later than June 25, 2004.
1.24. Closing Indemnity Agreement. Closing Indemnity Agreement has the meaning specified in Section 3.2.1.D(xi) and Section 3.2.2. (v), and shall also mean a separate written indemnification agreement for the applicable Manager on behalf of the applicable LLC and for TRB, Inc. and for the Patrick Center Sellers and for the Buyer covering the respective indemnities set forth in Section 2.5.2 and Section 3.5.2.
1.25. Day and Business Day. The term day means a calendar day, and the term Business Day means any day on which commercial banks are generally open for business in the State of Maryland. Any period of time specified in this Agreement that would otherwise end upon a non-Business Day shall be extended to, and shall end upon, the next following Business Day.
1.26. Deposit. Deposit has the meaning specified in Section 2.1.1.1.
1.27. Effective Date. Effective Date means the last date on which all of the Seller Parties and the Buyer have executed and delivered this Agreement, as indicated by the later of the dates appearing next to their respective signatures below.
1.28. Environmental Law. Environmental Law shall mean any environmental or health and safety-related law, regulation, rule, ordinance, order or determination of any governmental or judicial authority at the federal, state, or local level, to the extent applicable to the Properties, including, but not limited to, the Comprehensive Response, Compensation and Liability Act, as amended (CERCLA), the Resource Conservation and Recovery Act, as
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amended (RCRA), the Federal Clean Water Act, as amended, the Toxic Substances Control Act, as amended, and the Hazardous Materials Transportation Act, as amended.
1.29. Environmental Reports. Environmental Reports means, collectively, the reports for the Properties that are identified in the Schedule of Environmental Reports attached hereto as a part of Exhibit M.
1.30. Escrow Agent. Escrow Agent means Chicago Title Insurance Company having an address at 19 East Fayette Street, Suite 300, Baltimore, Maryland 21202, Attn: Albert E. Sikorsky, III.
1.31. Escrow. Escrow means the escrow established by and pursuant to this Agreement, with Escrow Agent, as applicable, for purposes of consummating the sale and purchase of the Membership Interests and the Properties in accordance with this Agreement.
1.32. Existing Title Policies. Existing Title Policies means, collectively, the following:
(a) That certain owners policy of title insurance for the Deer Park Real Property (Policy No. 136-01-224353), dated March 31, 1998, issued to Butera Properties, LLC by Philip D. Topper, Jr., LLC, as Agent for Lawyers Title Insurance Corporation (Deer Park Existing Title Policy).
(b) That certain owners policy of title insurance for the Gateway West Real Property (Policy No. 136-01-002322), dated January 16, 1998, issued to Butera Properties, LLC by Lawyers Title Insurance Corporation (Gateway West Existing Title Policy).
(c) That certain owners policy of title insurance for the Wedgewood Real Property (Policy No. 136-01-224352), dated March 31, 1998, issued to Butera Properties, LLC by Philip D. Topper, Jr., LLC, as Agent for Lawyers Title Insurance Corporation (Wedgewood Existing Title Policy).
(d) That certain owners policy of title insurance for the Georgia Pacific Boulevard Real Property (Policy No. 1970457-L), dated November 17, 1997, issued to Butera Properties, LLC by Commonwealth Land Title Insurance Company (Georgia Pacific Boulevard Existing Title Policy).
(e) That certain owners policy of title insurance for the Radtech Real Property (Policy No. 136-01-002321), dated January 15, 1998, issued to Butera Properties, LLC by Lawyers Title Insurance Corporation (Radtech Existing Title Policy).
(f) That certain owners policy of title insurance for the Woodlands Real Property (Policy No. 136-01-224351), dated March 31, 1998, issued to Butera Properties, LLC by Philip D. Topper, Jr., LLC, as Agent for Lawyers Title Insurance Corporation (Woodlands Existing Title Policy).
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(g) That certain owners policy of title insurance for the Old Courthouse Square Real Property (Policy No. 136-00-771817), dated January 21, 1998, issued to Butera Properties II, LLC by Lawyers Title Insurance Corporation (Old Courthouse Square Existing Title Policy).
(h) That certain owners policy of title insurance for the Lindbergh Real Property (Policy No. 21 0288 106 00000016), dated April 24, 1998, issued to Butera Properties II, LLC by Mark W. Kugler, Esquire, as Agent for Chicago Title Insurance Company (Lindbergh Existing Title Policy).
(i) That certain owners policy of title insurance for the Gateway Center Real Property (Policy No. Z545165), dated September 28, 1998, issued to Butera Gateway Center, LLC by Commercial Title Group, Ltd., as Agent for First American Title Insurance Company (Gateway Center Existing Title Policy).
(j) That certain owners policy of title insurance for the Girard Business Center Real Property (Policy No. Z545166), dated September 23, 1998, issued to Butera Girard Business Center, LLC by Commercial Title Group,. Ltd., as Agent for First American Title Insurance Company (Girard Business Center Existing Title Policy).
(k) That certain owners policy of title insurance for the Girard Place Real Property (Policy No. Z545164), dated September 23, 1998, issued to Butera Girard Place, LLC by Commercial Title Group, Ltd., as Agent for First American Title Insurance Company (Girard Place Existing Title Policy).
(l) That certain owners policy of title insurance for the Goldenrod Lane Real Property (Policy No. Z545163), dated September 23, 1998, issued to Butera Goldenrod Lane, LLC by Commercial Title Group, Ltd., as Agent for First American Title Insurance Company (Goldenrod Lane Existing Title Policy).
(m) That certain owners policy of title insurance for the Gateway West II Real Property (Policy No. 5312-758008), dated August 29, 2000, issued to Butera Gateway West II, LLC by Record Title & Escrow, LLC, as Agent for Fidelity National Title Insurance Company of New York (Gateway West II Existing Title Policy).
(n) That certain lenders policy of title insurance for the Westpark Real Property (Policy No. C291255), dated September 25, 1998, issued to Credit Suisse First Boston Mortgage Capital LLC by Commercial Title Group, Ltd., as Agent for First American Title Insurance Company (Westpark Existing Title Policy).
(o) That certain owners policy of title insurance for an eight percent (8%) undivided interest in the Patrick Center Real Property (Policy No. 5312-758035), dated November 8, 2002, issued to Thirty Pat, LLC by Record Title & Escrow, LLC, as Agent for Fidelity National Title Insurance Company of New York (Patrick Center Existing Title Policy).
Existing Title Policy means any of the Deer Park Existing Title Policy, the Gateway West Existing Title Policy, the Wedgewood Existing Title Policy, the Georgia Pacific Boulevard
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Existing Title Policy, the Radtech Existing Title Policy, the Woodlands Existing Title Policy, the Old Courthouse Square Existing Title Policy, the Lindbergh Existing Title Policy, the Gateway Center Existing Title Policy, the Girard Business Center Existing Title Policy, the Girard Place Existing Title Policy, the Goldenrod Lane Existing Title Policy, the Gateway West II Existing Title Policy, the Westpark Existing Title Policy, and the Patrick Center Existing Title Policy, as the case may be.
1.33. Feasibility Period. Feasibility Period means the period that commenced on March 30, 2004 and that expires on May 28, 2004.
1.34. Feasibility Period Expiration Date. Feasibility Period Expiration Date means May 28, 2004.
1.35. Hazardous Substance. Hazardous Substance means any pollutant, contaminant, toxic substance, hazardous waste, hazardous material, hazardous substance, petroleum or petroleum product, asbestos, polychlorinated biphenyls, underground or aboveground storage tanks and the contents thereof including, without limitation, any such materials defined in or regulated pursuant to any Environmental Law.
1.36. Improvements. Improvements means, collectively, all of the following:
(a) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Deer Park Land (Deer Park Property Improvements).
(b) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Gateway West Land (Gateway West Property Improvements).
(c) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Wedgewood Land (Wedgewood Property Improvements).
(d) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Georgia Pacific Boulevard Land (Georgia Pacific Boulevard Property Improvements).
(e) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Radtech Land (Radtech Property Improvements).
(f) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Woodlands Land (Woodlands Property Improvements).
(g) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Old Courthouse Square Land (Old Courthouse Square Property Improvements).
(h) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Lindbergh Land (Lindbergh Property Improvements).
(i) All of the buildings, improvements, fixtures, structures, utilities and amenities on
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the Gateway Center Land (Gateway Center Property Improvements).
(j) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Girard Business Center Land (Girard Business Center Property Improvements).
(k) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Girard Place Land (Girard Place Property Improvements).
(l) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Goldenrod Lane Land (Goldenrod Lane Property Improvements).
(m) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Gateway West II Land (Gateway West II Property Improvements).
(n) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Westpark Land (Westpark Property Improvements).
(o) All of the buildings, improvements, fixtures, structures, utilities and amenities on the Patrick Center Land (Patrick Center Property Improvements).
1.37. Land. Land means, collectively, all of the following:
(a) That certain parcel of land that is legally and more particularly described on Exhibit A-1 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Deer Park Land).
(b) That certain parcel of land that is legally and more particularly described on Exhibit A-2 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Gateway West Land).
(c) That certain parcel of land that is legally and more particularly described on Exhibit A-3 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Wedgewood Land).
(d) That certain parcel of land that is legally and more particularly described on Exhibit A-4 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Georgia Pacific Boulevard Land).
(e) That certain parcel of land that is legally and more particularly described on Exhibit A-5 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Radtech Land).
(f) That certain parcel of land that is legally and more particularly described on Exhibit A-6 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Woodlands Land).
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(g) That certain parcel of land that is legally and more particularly described on Exhibit A-7 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Old Courthouse Square Land).
(h) That certain parcel of land that is legally and more particularly described on Exhibit A-8 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Lindbergh Land).
(i) Those certain parcels of land that are legally and more particularly described on Exhibit A-9 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Gateway Center Land).
(j) Those certain parcels of land that are legally and more particularly described on Exhibit A-10 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Girard Business Center Land).
(k) Those certain parcels of land that are legally and more particularly described on Exhibit A-11 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Girard Place Land).
(l) That certain parcel of land that is legally and more particularly described on Exhibit A-12 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Goldenrod Lane Land.)
(m) That certain parcel of land that is legally and more particularly described on Exhibit A-13 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Gateway West II Land.)
(n) That certain parcel of land that is legally and more particularly described on Exhibit A-14 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Westpark Land).
(o) That certain parcel of land that is legally and more particularly described on Exhibit A-15 attached hereto, together with all easements, benefits, rights, privileges and other rights appurtenant thereto (Patrick Center Land).
1.38. Laws. Laws means any and all constitutions, statutes, ordinances, rules, regulations, orders, rulings or decrees of the United States, or of the state, county, city, other municipality, political subdivision, or governmental or quasi-governmental authority having jurisdiction or otherwise operating where the Properties are located, or any agency, division, district, court or other authority thereof.
1.39. Lease. Lease means any of the following:
(a) Deer Park Property Lease means (1) any of the leases of commercial space within the Deer Park Property Improvements identified in the Schedule of Leases (Rent Roll)
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attached hereto as Exhibit D-1; and (2) any lease of space within the Deer Park Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Deer Park Property Leases mean, collectively, every Deer Park Property Lease.
(b) Gateway West Property Lease means (1) any of the leases of commercial space within the Gateway West Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-2; and (2) any lease of space within the Gateway West Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Gateway West Property Leases mean, collectively, every Gateway West Property Lease.
(c) Wedgewood Property Lease means (1) any of the leases of commercial space within the Wedgewood Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-3; and (2) any lease of space within the Wedgewood Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Wedgewood Property Leases mean, collectively, every Wedgewood Property Lease.
(d) Georgia Pacific Boulevard Property Lease means (1) any of the leases of commercial space within the Georgia Pacific Boulevard Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-4; and (2) any lease of space within the Georgia Pacific Boulevard Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Georgia Pacific Boulevard Property Leases mean, collectively, every Georgia Pacific Boulevard Property Lease.
(e) Radtech Property Lease means (1) any of the leases of commercial space within the Radtech Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-5; and (2) any lease of space within the Radtech Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Radtech Property Leases mean, collectively, every Radtech Property Lease.
(f) Woodlands Property Lease means (1) any of the leases of commercial space within the Woodlands Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-6; and (2) any lease of space within the Woodlands Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Woodlands Property Leases mean, collectively, every Woodlands Property Lease.
(g) Old Courthouse Square Property Lease means (1) any of the leases of commercial space within the Old Courthouse Square Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-7; and (2) any lease of space within the Old Courthouse Square Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Old Courthouse
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Square Property Leases mean, collectively, every Old Courthouse Square Property Lease.
(h) Lindbergh Property Lease means (1) any of the leases of commercial space within the Lindbergh Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-8; and (2) any lease of space within the Lindbergh Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Lindbergh Property Leases mean, collectively, every Lindbergh Property Lease.
(i) Gateway Center Property Lease means (1) any of the leases of commercial space within the Gateway Center Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-9; and (2) any lease of space within the Gateway Center Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Gateway Center Property Leases mean, collectively, every Gateway Center Property Lease.
(j) Girard Business Center Property Lease means (1) any of the leases of commercial space within the Girard Business Center Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-10; and (2) any lease of space within the Girard Business Center Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Girard Business Center Property Leases mean, collectively, every Girard Business Center Property Lease.
(k) Girard Place Property Lease. Girard Place Property Lease means (1) any of the leases of commercial space within the Girard Place Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-11; and (2) any lease of space within the Girard Place Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Girard Place Property Leases mean, collectively, every Girard Place Property Lease.
(l) Goldenrod Lane Property Lease means (1) any of the leases of commercial space within the Goldenrod Lane Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-12; and (2) any lease of space within the Goldenrod Lane Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Goldenrod Lane Property Leases mean, collectively, every Goldenrod Lane Property Lease.
(m) Gateway West II Property Lease means (1) any of the leases of commercial space within the Gateway West II Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-13; and (2) any lease of space within the Gateway West II Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.A(xvii). Gateway West II Property Leases mean, collectively, every Gateway West II Property Lease.
(n) Westpark Property Lease means (1) any of the leases of commercial space
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within the Westpark Property Improvements identified in the Schedule of Leases (Rent Roll) attached hereto as Exhibit D-14; and (2) any lease of space within the Westpark Property Improvements entered into after the Effective Date subject to and in conformity with the provisions set forth in Section 3.2.1.B(xvii). Westpark Property Leases mean, collectively, every Westpark Property Lease.
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