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Purchase & Sale Agreement

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					DRAFT 07 DRAFT 10/30/07
10/30/07

ADDRESS

DRAFT
10/30/07

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PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN ___________________________________, a California corporation, AS SELLER

AND _____________________________________., a Delaware corporation, and _________________________________________, a Delaware company, AS PURCHASER

As of January __, 2008

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made as of January __, 2008 (the “Effective Date”), by and between ____________, a California corporation (“Seller”), and _____________________, a Delaware corporation, and _____________________, a Delaware company (collectively, “Purchaser”). W I T N E S S E T H: A. Seller is the owner of the fee simple interest in the parking lot located at __________________ (the “M Property”) and the other property is located at _______________ (the “O Property”), in ___________, California. B. Seller desires to sell the Property (defined below) and Purchaser desires to purchase the Property, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, Purchaser and Seller agree as follows: ARTICLE I PURCHASE AND SALE 1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey (or to cause to be sold and conveyed) and Purchaser agrees to purchase, all of Seller’s (and its affiliate’s) right, title and interest in and to the following:
(a) the fee simple interest in M Property and the O Property, more particularly described

in Exhibit A attached hereto and made a part hereof, together with all right, title, and interest in and to all rights and appurtenances pertaining to such property, adjacent streets, alleys or rights-of-way (collectively, the “Land”);
(b) the buildings, structures, fixtures and other improvements on the Land (collectively,

the “Improvements”); and,

1.2

Property Defined.

(a) The Land, the Improvements, and the Development Rights are sometimes collectively

referred to herein as the “Real Property” or the “Property”.

1.3 Permitted Exceptions. The Property shall be conveyed subject to all matters, which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (collectively, the “Permitted Exceptions”). 1.4 Purchase Price. In addition to the other consideration set forth in this Agreement, Seller is to sell and Purchaser is to purchase the Property for a total monetary consideration of ______________________ (the “Purchase Price”), allocated as follows: M Property and Development Rights - $000,000.00; and O Property $000,000.00. 1.5 Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be payable in full at Closing in cash by wire transfer of immediately available federal funds to a bank account designated by Seller in writing to Purchaser and Escrow Agent (defined below) prior to the Closing. 1.6 Earnest Money.

(a) Concurrently with Purchaser’s execution and delivery of this Agreement, Purchaser shall deposit with Chicago Title Insurance Company (“Escrow Agent”) having its office at __________, Attention: ______________, the sum of ________________________ and No/100ths Dollars ($000,000.00) (with all interest thereon and all additional deposits thereto, the “Earnest Money”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. Notwithstanding the foregoing, Purchaser may, at its option, make all or any portion of the Earnest Money deposit in the form of an irrevocable letter of credit, provided such letter of credit shall be converted to cash before the same is released to Seller as provided herein. (b) Two hundred forty (240) days after the Effective Date, and every one hundred twenty (120) days thereafter until the Closing, Purchaser shall deposit with Escrow Agent the additional sum of _______________ and No/100ths Dollars ($00,000.00), in good funds, either by certified bank or cashier's check or by federal wire transfer, which additional deposits shall be deemed to be a part of the Earnest Money. (c) The Earnest Money shall be non-refundable to Purchaser as set forth in this

Agreement, provided, Purchaser shall be entitled to a return of the Earnest Money (including any portion thereof that has been released to Seller) in the event this Agreement is timely terminated as a result of Purchaser’s election to terminate pursuant to (i) Section 2.2 below, (ii) Section 3.3 below, (iii) Section 4.8 below, (iv) Section 5.4(b) below, (v) Section 6.2 below, or (vi) Section 7.2 below (following the occurrence of a major casualty).
(d) Except as otherwise set forth herein, Escrow Agent shall hold the Earnest Money in

an interest-bearing account in accordance with the terms and conditions of this Agreement. All interest accruing on such sums shall become a part of the Earnest Money

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and shall be distributed as Earnest Money in accordance with the terms of this Agreement.
(e) Subject to the last sentence hereof, provided that Purchaser does not exercise its right to termination as set forth in Section 3.3 hereof, on the day following the end of the Inspection Period, Escrow Agent shall cause __________________ and No/100ths Dollars ($00,000.00) of the Earnest Money to be released and paid to Seller. Sixty (60) days thereafter, Escrow Agent shall cause an additional ________________ and No/100ths Dollars ($00,000.00) of the Earnest Money to be released and paid to Seller. Thereafter, on the day following each additional deposit of funds by Purchaser pursuant to Section 1.6(b) hereof, Escrow Agent shall cause each additional deposit of ____________and No/100ths Dollars ($00,000.00) to be released and paid to Seller. Notwithstanding the foregoing, no portion of the Earnest Money shall be released to Seller unless and until the condition in Section 4.6(f) hereof is satisfied. Concurrently with the first release of any portion of the Earnest Money to Seller, the parties shall cause to be recorded in the Official Records of ____________, California, a memorandum of this Agreement, in the form of Exhibit B hereto.

1.7 Shared Parking Rights. As a material part of the consideration to be given by Purchaser to Seller hereunder, Purchaser shall grant to Seller certain shared parking rights as described herein.
(a) The shared parking rights shall benefit the ___________ Property and may be used

by Seller or the then current owner of the ___________ Property, and its officers, directors, members, staff, employees, tenants, invitees, guests and all other persons authorized by Seller or such owner, and such rights shall be fully transferable by Seller to third party owners of the __________ Property.
(b) The shared parking rights shall allow Seller the non-exclusive use of each designated

parking

space

on

the

following

days

and

times

only:

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(b) The shared parking spaces shall be located at the following sites:

(i) Subject to clause (iv) below, 105 spaces in the third (3rd) level of the parking structure in the so-called Z Apartments located at ______________ California (the "Z Property"). Seller's rights to use these spaces shall commence immediately upon the Closing of the M Property. (ii) 69 spaces in one or more of the M Property, the O Property, or the property located at ________________California, if that property is a part of Purchaser's development of the M Property or the O Property. (iii) Seller's rights to use these spaces shall commence at such time as Purchaser's developments on each such site are completed and the parking spaces are ready for use. (iv) Seller acknowledges that the shared parking on the Z Property, as described in clause (i), is subject to a memorandum of understanding with the City regarding public use of such spaces. Purchaser shall use its commercially reasonable efforts to obtain the consent of the City to the shared parking of such spaces. Such consent of the City shall be a contingency of Purchaser's obligations hereunder only during the Inspection Period, and thereafter Purchaser shall be obligated to obtain and deliver the City's consent to such shared use.
(c) Purchaser shall cooperate fully with Seller in insuring that Seller's shared parking

spaces meet all applicable governmental requirements for handicapped parking and disabled access. The parties agree that the shared parking spaces shall include the requisite number of handicapped spaces and that those handicapped spaces shall be located in appropriate locations to satisfy applicable requirements.
(d) Purchaser shall cause each of the shared parking spaces to be constructed in a timely fashion, to be properly maintained and repaired, and to be operated in a fashion so that Seller shall have the beneficial use of the spaces as contemplated by the parties. Purchaser shall prepare and operate the shared parking spaces in accordance with the terms of one or more shared parking easement agreements, which shall be subject to the reasonable approval of Seller. Purchaser shall pay all applicable taxes with respect to the spaces, and shall obtain and maintain in effect at all times reasonable and customary public liability insurance and property insurance for the same. In the event of damage or destruction to all or any part of the shared parking spaces, Purchaser shall promptly cause such spaces to be repaired or reconstructed. Purchaser shall be exclusively responsible for all costs and expenses relating to the shared parking spaces, Seller shall have no obligation to pay any such costs and expenses, and Seller shall not be required to pay any type of parking fee.

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(e) The foregoing shared parking arrangements shall be described in detail in one or

more shared parking easement agreements to be recorded at the Closing in the Official Records of _________ County, California. The easements shall not be subordinate to any monetary liens or encumbrances recorded against the properties, other than liens for taxes and assessments, which are not then delinquent. The easements shall run with the land in perpetuity, and shall be binding upon Purchaser and its successors and assigns with respect to each burdened property. The easement documents shall be in such reasonable forms and substance as mutually approved, in good faith, by the parties not later than 30 days after the end of the Inspection Period. Seller shall obtain from the City of Pasadena any and all necessary approvals for such shared parking arrangements. 1.8 Escrow Instructions. The terms and conditions set forth in this Agreement shall constitute both an agreement between Seller and Purchaser and escrow instructions for Escrow Agent. Seller and Purchaser shall deliver to Escrow Agent any separate or additional escrow instructions that are necessary to effectuate and are consistent with the terms of this Agreement. Any separate or additional instructions shall not modify or amend this Agreement unless expressly set forth by the mutual consent of Seller and Purchaser and to the extent of any conflict between this Agreement and any such separate/additional instructions, the provisions of this Agreement shall control. ARTICLE II TITLE AND SURVEY 2.1 Title Report and Survey. Seller has obtained and delivered to Purchaser, (a) a preliminary report dated April 2, 2006 (Order No. 606045817 – H 31) (the “Title Report”) covering the Real Property from Chicago Title Company (the “Title Company”), and a copy of each document referenced in the Title Report as an exception to title to the Real Property. Buyer may, at Buyer's option and expense, obtain an ALTA survey of all or any part of the Property (the “Survey”). 2.2 Title Objections; Cure of Title Objections. Purchaser shall have until (a) the end of the Inspection Period (defined below) (the “Title Exam Deadline”) to notify Seller, in writing, of such objections as Purchaser may have to anything contained in the Title Report or the Survey, and (b) the date which is five (5) days after receipt of any update to the Title Report issued from time to time by Title Company (if such update is issued after the date which is five (5) days prior to the Title Exam Deadline) (each, a “Title Update”), to notify Seller, in writing, of objections Purchaser may have to anything contained in the applicable Title Update. Any item contained in the Title Report, Title Update or any matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline (or, with respect to any Title Update prior to the end of the applicable 5-day period) shall be deemed a Permitted Exception. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections; provided, Seller shall have the obligation to cure any monetary

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encumbrances on title (such as mechanics' liens, judgment liens and mortgage or deed of trust liens). Within seven (7) days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.3 hereof, Seller shall have until the Closing Date (defined below) to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment extend beyond the Outside Closing Date. If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller fails to respond to Purchaser’s notice within said ten (10) day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure (other than any monetary encumbrances on title, which Seller is obligated to remove in accordance with this section), and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Earnest Money (including any portion thereof that has been released to Seller) shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection or fails to respond to Purchaser’s notice within said ten (10) day period, Purchaser shall, within five (5) days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Purchaser’s failure to notify Seller of termination of this Agreement within such 5-day period shall be deemed to be an election under clause (ii) to terminate this Agreement. At Closing, Seller shall convey and transfer to Purchaser title to the Real Property subject only to the Permitted Exceptions. 2.3 Title Policy. At Closing, Seller and Purchaser shall instruct Title Company to issue an ALTA owner’s title insurance policy (“Purchaser's Title Policy”) to Purchaser in accordance with the Title Report, insuring Purchaser’s fee simple title interest in and to the Real Property as of the Closing Date, subject only to the Permitted Exceptions, and an ALTA owner's title insurance policy ("Seller's Title Policy") to Seller insuring Seller's interest in the C Property and the shared parking easement rights as described in Section 1.7 hereof, as of the Closing Date, which rights shall not be subordinate to any monetary liens or encumbrances, other than liens for taxes and assessments which are not then delinquent. The amount of title insurance allocable to the shared parking rights shall be not more than $000,000.

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ARTICLE III INSPECTION PERIOD 3.1 Right of Inspection.

(a) During the period beginning upon the Effective Date and ending at 12:00 noon (local

time at the Real Property) on the date sixty (60) calendar days following the Effective Date (hereinafter referred to as the “Inspection Period”), Purchaser shall, subject to the rights of the tenants under the current leases, have the right to make a physical inspection of the Real Property. In the event Purchaser is unable to obtain the consent of the City of Pasadena to the shared parking arrangements on the Z Property, as contemplated by Section 1.7(c) above within the Inspection Period, the Inspection Period shall be automatically extended for an additional period of up to sixty (60) calendar days as to that condition only.
(b) Any on-site inspections of the Property shall be conducted upon at least twenty-four

(24) hours’ prior written notice to Seller. Seller, at its option, may have a representative present at any such on-site inspection. Such physical inspection shall be conducted in a manner that will minimize any disturbance to tenants under any leases and will not unreasonably interfere with the use of the Property by Seller, or damage the Property in any respect. Such physical inspection shall not be invasive, unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld, and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections and/or tests on the Real Property, Purchaser shall restore the Property to its original condition as existed prior to any such inspections and/or tests. Seller shall reasonably cooperate with Purchaser in its due diligence but shall not be obligated to incur any expense in connection therewith. Purchaser shall not contact any tenant under any lease without obtaining Seller’s prior written consent and shall not disrupt Seller’s, or any tenant or invitee’s activities at the Real Property, and in any event, Seller shall have the right to attend or participate in any meetings, conversations or communications between Purchaser and such tenant. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Purchaser agrees (i) that prior to entering the Property to conduct any inspection, Purchaser shall obtain and maintain, or shall cause each of its contractors and agents to maintain, commercial general liability insurance from an insurer reasonably acceptable to Seller in the amount of ____________ Dollars ($000,000) with a combined single limit for personal injury or property damage per occurrence, which insurance shall provide coverage against any claim for personal injury or property damage caused by Purchaser or its agents, representatives or consultants in connection with any such tests and investigations, (ii) to keep the Property free from all liens and encumbrances arising from or in connection with any such inspections or otherwise caused by Purchaser or its agents, representatives or consultants, and (iii) to protect, indemnify, defend and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses

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(including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, representatives, contractors or consultants, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify, defend, protect and hold harmless Seller for such purpose shall survive Closing or any termination of this Agreement. 3.2 Purchaser Due Diligence. Purchaser has conducted, or will conduct, prior to the expiration of the Inspection Period, its own investigation of the condition of the Property to the extent Purchaser deems such an investigation to be necessary or appropriate. Included in Purchaser's investigation shall be Purchaser's efforts to obtain the consent of the City of Pasadena to the shared parking on the Z Property as described in Section 1.7(c). 3.3 Right of Termination. Seller agrees that in the event Purchaser determines (such determination to be made in Purchaser’s sole discretion) that the Property is not suitable for its purposes, Purchaser shall have the right to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Inspection Period. If Purchaser gives such notice of termination within the Inspection Period, this Agreement shall terminate and the Earnest Money shall be returned to Purchaser. ARTICLE IV CLOSING 4.1 Time and Place. Subject to the provisions of Sections 4.6 and 4.7 below, the consummation of the transaction contemplated hereby (“Closing”), as evidenced by the recordation of the Deed and the payment and release of the Purchase Price to Seller, shall occur on or before 12:00 noon (local time at the Real Property) on the earlier of (a) the date which is fourteen (14) days after the date of approval of concept design review by the Design Commission of the City of Pasadena for the development projects being proposed by Purchaser for the Real Property, and (b) October 1, 2009 (“Outside Closing Date”), or on such other date as the parties may agree (with the actual date of Closing being referred to herein as the “Closing Date”). The Closing shall occur through an escrow administered by Escrow Agent with the Purchase Price and all documents (unless otherwise mutually agreed) to be deposited with the Escrow Agent. At Closing, Seller and Purchaser shall perform the obligations set forth in, respectively, Section 4.2 and Section 4.3, the performance of which obligations shall be concurrent conditions to Closing. In the event that as of the Outside Closing Date Seller has not terminated all existing leases on the O Property and or all occupants have not vacated the same, subject to Purchaser's right to terminate as provided in Section 5.4(b) hereof, the parties shall proceed with consummating the transaction with respect to the M Property and the Closing Date for the O Property shall be extended until fifteen (15) days after the date that all leases on the O Property have been terminated and the property vacated, but no later than September 15, 2010.

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4.2 Seller’s Closing Obligations and Deliveries. At Closing, Seller shall, through Escrow Agent make, or cause to be made, the following deliveries and take the following actions:
(a) Deliver to Purchaser a duly executed and acknowledged grant deed(s) (the “Deed”) in

the form attached hereto as Exhibit C and made a part hereof, conveying the Land and Improvements, subject only to the Permitted Exceptions;
(b) Deliver to Purchaser a certificate, dated as of the Closing Date and executed on behalf

of Seller by a duly authorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change; provided, however, that the occurrence of a change which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if adverse, in Purchaser’s sole discretion, constitute the non-fulfillment of the condition set forth in Section 4.6(b);
(c) Deliver to Purchaser and the Title Company such evidence as the Title Company may

reasonably require as to the authority of the person or persons executing documents on behalf of Seller;
(d) Deliver to Purchaser an affidavit duly executed by Seller stating that Seller is not a

“foreign person” (“FIRPTA Affidavit”) as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act in the form attached hereto as Exhibit C and made a part hereof;
(e) If not already delivered to Purchaser, deliver to all keys to the Property in the

possession of Seller, its agents and/or employees;
(f) Deliver to the Escrow Agent an executed closing statement (the “Closing

Statement”) consistent with this Agreement and in a customary form;
(g) Deliver three (3) original copies of the Designation Agreement (defined below); (h) Deliver such additional documents as shall be reasonably required to consummate the

transaction expressly contemplated by this Agreement;
(i) Join Purchaser in execution of the instruments described in clauses (f), (g) and (h) of

Section 4.3 hereof;
(j) If required, deliver to Purchaser a duly executed and acknowledged vehicular access

easement agreement pursuant to Section 5.4(e) hereof, burdening the Union Property; and
(k) Deliver to Purchaser, in recordable form, an assignment of Development Rights in a

form acceptable to Purchaser and Seller, executed by the owner of the Development

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Rights, and such other appropriate documentation as may be required by the City confirming the transfer of the Development Rights, together with all necessary consents (collectively, the "Assignment of Development Rights"). 4.3 Purchaser’s Closing Obligations and Deliveries. At Closing, Purchaser shall, through Escrow Agent make the following deliveries and take the following actions:
(a) Pay to Seller the full amount of the Purchase Price, as increased or decreased by

prorations and adjustments as herein provided, in immediately available wire transferred funds pursuant to Section 1.5 above, it being agreed that at Closing the Earnest Money, including those amounts previously released and paid to Seller, shall be delivered to Seller and applied towards payment of the Purchase Price; provided, if the Closing on the O Property does not occur concurrently with the Closing on the remainder of the Property, as permitted herein, then $00,000 of the Earnest Money shall remain as the Earnest Money with respect to the O Property and the remainder shall be applied toward the Purchase Price for the portion of the Property then being acquired.
(b) Join Seller in execution of the instrument described in clause (j) of Section 4.2 hereof; (c) Deliver to Seller a certificate, dated as of the Closing Date and executed on behalf of Purchaser by a duly authorized officer thereof, stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, with such modifications as are necessary as a result of the assignment of this Agreement, as permitted herein; (d) Deliver to Seller and the Title Company such evidence as Title Company may

reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser;
(e) Deliver such additional documents as shall be reasonably required to consummate the

transaction contemplated by this Agreement;
(f) Deliver to Seller a duly executed and acknowledged shared parking easement agreement in accordance with Section 1.7 hereof, burdening the Z Property; (g) Deliver to Seller a duly executed and acknowledged shared parking easement agreement in accordance with Section 1.7 hereof, burdening the M and/or the O Properties, as applicable; and (h) Deliver to Seller a duly executed and acknowledged access easement agreement in

accordance with Section 5.6(a) hereof, burdening the O Property. In the event that the Closing on the O Property does not occur concurrently with the Closing on the remainder of the M Property, as permitted herein, then the parties shall make appropriate adjustments to the Purchase Price, the closing documents and

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deliveries, and prorations and credits, to reflect the bifurcated Closing. 4.4 Credits and Prorations.

(a) The following shall be apportioned with respect to the Property, as set forth in greater

detail in Section 4.4(b) below, as of 12:01 a.m. (local time at the Real Property), on the Closing Date (the “Cut-Off Time”), as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property or any part thereof; and, (ii) all utilities servicing the Property, including gas, electricity, sewer service, water and garbage.
(b) Notwithstanding anything contained in the foregoing provisions:

(i) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing, as soon as the necessary information is available.
(c) Apportionment Credit. In the event the apportionments to be made at the Closing

result in a credit balance (i) to Purchaser, such sum shall be paid at the Closing by giving Purchaser a credit against the Purchase Price in the amount of such credit balance, or (ii) to Seller, Purchaser shall pay the amount thereof to Escrow Agent, to be delivered to Seller together with the Purchase Price.
(d) Delayed Adjustment. Except for prorations for real estate taxes and other

assessments, which shall be adjusted within fifteen business (15) days of receipt of the tax bill for the tax year in which the Closing occurs, Purchaser and Seller shall make such post-Closing adjustments of any items of income and expense, subject to adjustment as provided above which was either incomplete or incorrect (whether as a result of an error in calculation or a lack of complete and accurate information) as of the Closing, and the party in whose favor the original incorrect adjustment or error was made shall promptly

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pay to the other party the sum necessary to correct such prior incorrect adjustment or error.
(e) Survival. The provisions of this Section 4.4 shall survive Closing.

4.5 Closing Costs. Seller shall pay (a) the fees of any counsel representing it in connection with this transaction; (b) any documentary transfer taxes; (c) the portion of the premium for the Title Policy that is allocable to standard coverage; (d) one-half of the escrow fees charged by the Escrow Agent or Title Company; (e) such other closing costs, if any, not expressly provided for herein that are customarily charged to sellers of commercial real property for the county in which the Property is located. Purchaser shall pay (i) the fees of any counsel representing Purchaser in connection with this transaction; (ii) the fees for recording the Deed; (iii) the portion of the premium for the Title Policy that is allocable to extended coverage, the cost of any endorsements to the Title Policy and any lender’s policy of title insurance or endorsement thereto; (iv) the cost of any update to the Survey ordered or requested by Purchaser; (v) one-half of the escrow fees charged by the Escrow Agent or Title Company; (vi) the portion of the premium for the Seller’s Title Policy allocable to the shared parking rights; and (vii) such other closing costs, if any, not expressly provided herein, that are customarily charged to buyers of commercial real property for the county in which the Property is located. 4.6 Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser or deposited with Escrow Agent all of the

items required to be delivered to Purchaser or deposited with Escrow Agent pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2.
(b) All of the representations and warranties of Seller contained in this Agreement shall

be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement or not materially adverse to Purchaser, in Purchaser’s sole discretion).
(c) Seller shall have performed and observed, in all material respects, all covenants and

agreements of this Agreement to be performed and observed by Seller as of the Closing Date.
(d) The Property shall be vacant and shall not be subject to any continuing leases,

licenses or other rights to use or occupy all or any portion thereof, other than those which are Permitted Exceptions.

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(e) Title Company shall be irrevocably committed to issue the Title Policy in the amount

of the Purchase Price showing title to the Property vested in Purchaser subject only to the Permitted Exceptions, and the usual exceptions found in said policy, together with such endorsements as the Title Company shall have committed to issue prior to the end of the Inspection Period.
(f) Purchaser shall have received approval of concept design review by the Design

Commission of the City for the development projects being proposed by Purchaser for the Real Property, and any necessary subdivision approvals in connection therewith. 4.7 Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Seller in writing in its sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in

the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required to be delivered to

Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3.
(c) The Title Company shall be irrevocably committed to issue the Seller's Title Policy

showing rights to the shared parking spaces under the easement agreements described in Section 1.7 vested in Seller and not subordinate to any monetary liens or encumbrances other than the liens for taxes and assessments not then delinquent.
(d) All of the representations and warranties of Purchaser contained in this Agreement

shall be true and correct in all material respects as of the Closing Date.
(e) Purchaser shall have performed and observed, in all material respects, all covenants

and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.
(f) Purchaser shall have obtained the consent of the City to the shared parking in the Z

Property as described in Section 1.7(c). 4.8 Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Sections 4.6 or 4.7 are not fulfilled or waived on or before the Outside Closing Date or such other date as is specified therein for satisfaction of such condition, the party benefited by such conditions may, by written notice to the other party, terminate this Agreement, whereupon (unless the failure of condition is due to a material default of Purchaser hereunder as provided in Section 6.1) the Earnest Money (including any portion thereof that has been released to Seller) shall be returned to Purchaser, and all rights and obligations hereunder of each party shall be at an end except those that

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expressly survive any termination. Notwithstanding the foregoing, in the event Purchaser terminates this Agreement due to a failure of the condition in Section 4.6(g) to be fulfilled or waived, then Seller may retain the entire Earnest Money (including any portion thereof that has been released to Seller). Either party benefited by a condition set forth in Sections 4.6 and 4.7 above may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of such condition or defer in writing the time for satisfaction thereof. Purchaser’s consent to the Closing pursuant to this Agreement shall waive any remaining unfulfilled conditions, and any liability on the part of Seller for breaches of representations and warranties of which Purchaser had actual knowledge as of the Closing Date. 4.9 Designation Agreement. On or before the Closing Date, Seller and Purchaser shall each execute and deposit into escrow three original counterparts of a Designation Agreement, substantially in the form of Exhibit E attached hereto, which Designation Agreement shall name the Title Company as the “Reporting Person” under Section 6045(e) of the Internal Revenue Code (the “Designation Agreement”). 4.10 Disbursements and Other Actions by Escrow Agent. Upon the Closing, Escrow Agent shall promptly undertake all of the following in the following order and manner: (a) Cause the Deed(s), the shared parking easement agreements, the Assignment of Development Rights, and any other documents, which the parties hereto may mutually direct to be recorded in the Official Records of __________ County in the order directed by the parties (the shared parking easement agreements shall be recorded immediately following the Deed(s), and before any liens or encumbrances); (b) Disburse the Purchase Price to Seller (less amounts chargeable to the account of Seller) and pay such amounts chargeable to Purchaser and Seller in accordance with the closing statement(s); (c) Deliver to Seller a fully executed original of the Designation Agreement, a conformed copy of the recorded Deed(s) and the Assignment of Development Rights, and the originals and conformed copies of the recorded shared parking easement agreements and the O Property access easement agreement; (d) Deliver to Purchaser a fully executed original of the Designation Agreement and the FIRPTA Affidavit, and the original and a conformed copy of the recorded Deed(s) and the Assignment of Development Rights, and conformed copies of the recorded shared parking easement agreements and the O Property access easement agreement; (e) Direct the Title Company to issue the Purchaser's Title Policy to Purchaser and the Seller's Title Policy to Seller; and

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(f) Retain one copy of the Designation Agreement and file the same, as necessary or required by law. ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS 5.1 Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Purchaser as of the Effective Date, subject to the qualifications and exceptions set forth below:
(a) Organization and Authority. Seller has been duly organized and is validly existing under the laws of California. Seller has the full right, power and authority to transfer all of the Property to be conveyed by Seller pursuant hereto and to carry out Seller’s obligations hereunder, and all requisite action necessary to authorize Seller to enter into this Agreement and to carry out its obligations hereunder have been, or by the Closing will have been, taken. The person signing this Agreement on behalf of Seller is authorized to do so, and this Agreement is enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency and similar laws. (b) No Breach. To Seller’s knowledge, the execution, delivery and performance of this

Agreement by Seller and the consummation of the transaction contemplated herein will not: (i) result in a breach or acceleration of or constitute a default or event of termination under any agreement or instrument by which Seller or the Property is bound or affected which would have a material adverse impact on the ownership and operation of the Property by Purchaser or on the ability of Seller to timely complete the sale of the Property pursuant to the terms of this Agreement; (ii) result in the creation or imposition of any lien, charge or encumbrance, against the Property or any portion thereof; or (iii) constitute or result in the violation or breach by Seller of any judgment, order, writ, injunction or decree issued against or imposed upon Seller or result in the violation of any applicable law, rule or regulation of any governmental authority which, with respect to any of the foregoing, would have a material adverse impact on the ownership or operation of the Property by Purchaser or on the ability of Seller to timely complete the sale of the Property pursuant to this Agreement.
(c) Litigation. Except as set forth on Schedule 5.1(c) attached hereto, Seller has not received written notice of any litigation which has been filed against Seller that arises out of the ownership of the Property or any condition or activity thereon, other than such litigation which is fully covered by Seller’s insurance, and as to which Seller will retain all liability. (d) Patriot Act Compliance. Neither Seller nor any individual or entity having an interest

in Seller is a person or entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), and neither

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Seller nor any individual or entity having an interest in Seller engages in any dealings or transactions, or is otherwise associated, with any such persons or entities.
(e) No Violations. Except as disclosed on Schedule 5.1(e) attached hereto, Seller has not

received prior to the Effective Date any written notification from any governmental or public authority, and Seller has no knowledge, that the Property is in violation of any applicable fire, health, environmental, building, use, occupancy or zoning laws where such violation remains outstanding.
(f) Condemnation. To Seller’s knowledge, Seller has received no written notice of any pending condemnation proceedings relating to the Real Property. (g) Foreign Person. Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and any related regulations. (h) Brokers. Other than the Broker identified in Section 8.1 below, Seller has not retained or engaged any broker or finder with respect to the Property and has no obligation to any other broker or finder with respect to the sale contemplated by this Agreement. (i) Bankruptcy. Seller has not (1) made a general assignment for the benefit of creditors, (2) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (3) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, (4) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (5) admitted in writing its inability to pay its debts as they come due, or (6) made an offer of settlement, extension or composition to its creditors generally. (j) No Leases, Contracts or Employees. There will be no leases, licenses or other rights

to use or occupy all or any portion of the Property, other than Permitted Exceptions, and no contracts or service agreements of any kind relating to all or any portion of the Property, that will be binding on Purchaser or the Property after Closing. There are no employees of Seller at the Property that will have any ongoing rights to work at the Property or claims against Purchaser or the Property after Closing. Notwithstanding the foregoing, Seller has disclosed to Purchaser and Purchaser is fully aware of and informed about the existing lease from Seller to ____________________ relating to the O Property (the “_____ Lease”) which, as a result of a termination notice timely given by Seller, is currently scheduled to terminate as of ________. 5.2 Knowledge Defined. For purposes of this Agreement, “knowledge” means (a) with respect to Seller, the actual knowledge of _____________________(provided that, in no event shall such persons have any personal liability arising under this Agreement), after a reasonable review of their respective files and discussions with the property manager, and (b) with respect to Purchaser, (i) the actual knowledge of __________, (ii) any matter disclosed in any exhibits or schedules to this Agreement, (iii) any matter

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disclosed in any of the documents or materials provided or made available by Seller to Purchaser prior to Closing, (iv) any matter disclosed by Purchaser’s inspections or investigations of the Property and (v) any matter disclosed by any tenant estoppel or other estoppel certificate. For the purposes of this definition, the term “actual knowledge” means, with respect to any person, the conscious awareness of such person at the time in question, and expressly excludes any constructive or implied knowledge of such person. 5.3 Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one year. No claim for a breach of any representation or warranty of Seller shall be actionable or payable unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller within 30 days after the expiration of said one year period and an action shall have been commenced by Purchaser against Seller within thirty (30) days thereafter. 5.4 Covenants of Seller.

(a) Seller hereby covenants and agrees that from and after the Effective Date until the

Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to maintain and insure the Real Property in a manner generally consistent with the manner in which Seller has maintained and insured the Real Property prior to the Effective Date.
(b) Seller shall use reasonable commercial efforts to cause all existing leases affecting the Property or any portion thereof, including the _____ Lease, to be terminated on or before the Outside Closing Date, and shall use reasonable commercial efforts to cause the Property to be vacated on or before the Outside Closing Date; provided, however, that Purchaser is aware that the ______ Lease is not currently scheduled to terminate until _______. Without limiting the foregoing covenant, if, as of _________, the ______ Lease has not been terminated and the O Property vacated, Purchaser shall have the right to terminate this Agreement as to the O Property only, in which event all rights and obligations hereunder with respect to the purchase and sale of that site shall end, except those obligations that expressly survive any such termination. If the Agreement is terminated as to the O Property, Purchaser shall be entitled to a refund of only $00,000 of the Earnest Money (whether or not the same has been released to Seller). (c) Between the Effective Date and the end of the Inspection Period, Seller shall give

Purchaser at least ten (10) business days advance written notice of any new lease or lease amendments or terminations, and such leases, amendment or terminations shall be subject to Purchaser’s approval, not to be unreasonably withheld (provided, Seller acknowledges that it is reasonable for Purchaser to withhold its consent to any new lease or amendment that would allow any party to use or occupy all or any portion of the Property after Closing. Between the end of the Inspection Period and the Closing Date, Seller shall not enter into any new leases or lease amendment or terminate any of the existing leases, without first obtaining Purchaser’s prior written approval, which may be given or withheld in Purchaser's sole discretion. With any such notice or request for approval,

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Seller shall provide Purchaser with information regarding the new lease, amendment, or termination, including information about the terms and conditions thereof, tenant credit worthiness (for a new lease), any improvement allowances and commissions payable with respect thereto, the proposed form of lease or amendment, and such other information as Purchaser shall reasonably request.
(d) Between the Effective Date and the end of the Inspection Period, Seller shall give Purchaser at least ten (10) business days advance written notice of any new service contract or other agreement, or amendment to an existing service contract or agreement, that will be binding on Purchaser or the Property after Closing and such contracts, agreements or amendments shall be subject to Purchaser’s approval, not to be unreasonably withheld (provided, Seller acknowledges that it is reasonable for Purchaser to withhold its consent to any new service contract or agreement or amendment that would obligate Purchaser to pay any amounts or would affect Purchaser or the Property after Closing). Between the end of the Inspection Period and the Closing Date, Seller shall not enter into any new service contract or other agreement, or amend an existing service contract or other agreement, that will be binding on Purchaser or the Property after Closing, without first obtaining Purchaser’s prior written approval, which may be given or withheld in Purchaser's sole discretion, provided no such consent shall be required if such contract, agreement or amendment is on commercially reasonable terms and can be terminated on not more than 30 days notice, without payment of a penalty or termination fee and the same shall be terminated by Seller effective not later than the Closing, unless Purchaser otherwise agrees in writing. (e) In connection with Purchaser's efforts to develop the M Property, Seller agrees to

transfer to Purchaser for use on the M Property the Development Rights. 5.5 Representations and Warranties of Purchaser. Each entitiy comprising Purchaser hereby represents and warrants to Seller: Purchaser has been duly organized and is validly existing under the laws of Delaware. Purchaser has the full right, power and authority to purchase the Property as provided in this Agreement and to carry out Purchaser’s obligations hereunder, and all requisite action necessary to authorize Purchaser to enter into this Agreement and to carry out its obligations hereunder have been, or by the Closing will have been, taken. The person signing this Agreement on behalf of Purchaser is authorized to do so, and this Agreement is enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency and similar laws.
(b) No Breach. To Purchaser’s knowledge, the execution, delivery and performance of (a) Organization and Authority.

this Agreement by Purchaser and the consummation of the transaction contemplated herein will not: (i) result in a breach or acceleration of or constitute a default under any agreement or instrument by which Purchaser is bound or affected which would have a material adverse impact on the ability of Purchaser to timely close the acquisition of the Property pursuant to the terms of this Agreement; or (ii) constitute or result in the

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violation or breach by Purchaser of any judgment, order, writ, injunction or decree issued against or imposed upon Purchaser or result in the violation of any applicable law, rule or regulation of any governmental authority which, with respect to any of the foregoing, would have a material adverse impact on the ability of Purchaser to timely complete the acquisition of the Property pursuant to this Agreement.
(c) Pending Actions. There is no action, suit, arbitration, unsatisfied order or judgment,

government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.
(d) Patriot Act Compliance. Neither Purchaser nor any individual or entity having an interest in Purchaser is a person or entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), and neither Purchaser nor any individual or entity having an interest in Purchaser engages in any dealings or transactions, or is not otherwise associated, with any such persons or entities.

5.6

Covenants of Purchaser.

(a) Purchaser shall grant Seller a right of first refusal to lease or purchase the right to use

any excess parking spaces then available to the public that may come available from time to time in the Z Property, the M Property and the O Property. The right of first refusal shall be in a reasonable and customary form, mutually approved by the parties, and shall require a timely acceptance or rejection by the Seller no later than 14 days after receipt of written notice of the same.
(b) Purchaser shall grant to Seller an easement for pedestrian ingress and egress

purposes, for loading purposes, and for trash receptacle and disposal services, across the southerly portion of the O Property. The form and content of the easement agreement shall be as mutually approved by the parties.
(c) In connection with Purchaser's development of the M Property and the O Property, Purchaser agrees to satisfy the requirements of the Inclusionary Housing Ordinance of the City by constructing on-site on the M Property and the O Property the requisite number of affordable units. (d) Concurrently with the Closing on the O Property, Purchaser shall re-key all locks on the improvements on the O Property; at Seller's option, Seller may remove and retain any and all such interior door locks. Promptly following the Closing on the O Property, Purchaser shall cause to be separated all common utility lines serving the O Property and the C Property, and close and seal in a reasonable and workmanlike manner any shared openings as designated by Seller in the buildings between the O Property and the C Property.

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(e) Purchaser shall use commercially reasonable efforts to incorporate a "public use element" as part of its overall development of the Property and shall request that the City use a portion of the Residential Impact Fees to pay for the same. (f) Purchaser shall use commercially reasonable efforts to incorporate appropriate Green

Building Practices into its development of the Property, regardless of whether or not such Practices are required by the City.
(g) Purchaser shall notify Seller in advance of all City public hearings scheduled for

Purchaser's proposed developments of the Property of which Purchaser has notice. 5.7 Survival of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser set forth in Section 5.5 shall survive Closing for a period of one year. 5.8 Environmental Covenant of Purchaser. Purchaser hereby covenants with Seller that Purchaser shall, in connection with its investigation of the Property during the Inspection Period, inspect the Property for the presence of Hazardous Substances (as defined below). If requested by Seller in writing, Purchaser shall furnish to Seller copies of any reports received by Purchaser in connection with any such inspection. Purchaser hereby assumes full responsibility for such inspections and irrevocably waives any claim against Seller and releases Seller from all liability arising from the presence of Hazardous Substances on the Property. If requested by Seller, Purchaser shall furnish to Seller copies of any other reports received by Purchaser relating to any other inspections of the Property conducted on Purchaser’s behalf, if any. As used herein, “Hazardous Substances” means all hazardous or toxic materials, substances, pollutants, contaminants, or wastes currently identified as a hazardous substance or waste in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “CERCLA”), as amended, the Superfund Amendments and Reauthorization Act (commonly known as “SARA”), the Resource Conservation and Recovery Act (commonly known as “RCRA”), or any other federal, state or local legislation or ordinances applicable to the Property (which shall be referred to herein collectively as “Environmental Laws”). The provisions of this Section 5.7(a) shall survive Closing or any termination of this Agreement. ARTICLE VI DEFAULT 6.1 Default by Purchaser. Except as otherwise set forth herein, if Purchaser defaults by failing to close as required under this Agreement, Seller shall be entitled, as its sole remedy, to terminate this Agreement and receive the Earnest Money as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach and failure to close are impractical to ascertain and the amount of the Earnest Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES

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ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT IN FAILING TO CLOSE UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller Purchaser

6.2 Default by Seller. Subject to the next sentence of this section, in the event that Seller fails to consummate this Agreement for any reason other than Purchaser’s default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of the Earnest Money (including any portion thereof that has been released to Seller), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller’s obligations to execute the documents required to convey the Property to Purchaser and to convey the same in accordance with this Agreement. Notwithstanding the foregoing, if Seller intentionally or in bad faith defaults hereunder and fails to close in accordance with the terms of this Agreement, Purchaser shall have the right to seek damages resulting from such default. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Earnest Money (including any portion thereof that has been released to Seller) if Purchaser fails to file suit for specific performance or damages against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30) days following the date upon which Closing was to have occurred 6.3 Right to Cure Defaults. Notwithstanding anything to the contrary in this Agreement, (a) Purchaser shall not have the right to exercise its remedies under Section 6.2 for a Seller default unless Purchaser has provided written notice to Seller specifying in reasonable detail the nature of the Seller default, and Seller has not cured the same within ten (10) days after Seller’s receipt of such notice (the “Seller Cure Period”), in which case the Closing and any obligation to file a suit or claim under Section 6.2 shall be postponed until the date which is five (5) business days after the expiration of the Seller Cure Period, and (b) Seller shall not have the right to exercise its remedies under Section 6.1 for a Purchaser default unless Seller has provided written notice to Purchaser specifying in reasonable detail the nature of the Purchaser default, and Purchaser has not cured the same within ten (10) days after Purchaser's receipt of such notice (the "Purchaser Cure Period"), in which case the Closing shall be postponed until the date which is five (5) business days after the expiration of the Purchaser Cure Period. 6.4 Seller’s Right to Specific Performance and/or Damages. Notwithstanding anything to the contrary in this Agreement, if Purchaser closes on the purchase of the M

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Property and then defaults on its obligation to purchase the O Property, then, provided Seller has terminated all existing leases on the O Property, all occupants have vacated the same, and all other conditions to Purchaser’s obligation to close with respect to the O Property have been satisfied or waived, Seller shall be entitled to seek appropriate remedies at law or provided for in this Agreement (subject to the next sentence), and shall not be limited to liquidated damages as set forth in Section 6.1 hereof. In such event, Seller shall have the right to seek specific performance of this Agreement with respect to Purchaser’s obligation to purchase the O Property or shall have the right to recover compensatory (i.e., “benefit-of-the-bargain”) damages for breach of contract; provided, Seller shall not be entitled to recover any damages if it seeks specific performance of Purchaser’s obligations. Given the unique terms and conditions set forth in this Agreement, including the shared parking rights, Purchaser acknowledges and agrees that a claim for damages alone may not compensate Seller fully for the damage and injury that would be caused by Purchaser's breach of its obligation to purchase the O Property, that a claim for specific performance by Seller against Purchaser would be justified, and that Purchaser waives any right to contest or object to Seller seeking such specific performance as a remedy. For the avoidance of doubt, Seller shall only be entitled to seek specific performance or damages from Purchaser in the limited circumstances provided in this Section. ARTICLE VII RISK OF LOSS 7.1 Loss or Damage. The parties acknowledge and agree that Purchaser intends to demolish all improvements on the Real Property and construct its proposed new development. As a result, in the event of loss or damage to the Real Property or any portion thereof which is not “project prohibitive” (as hereinafter defined), this Agreement shall remain in full force and effect. In the event of any such loss or damage, Seller shall undertake such precautionary measures at the Property as may be required by governmental authorities or otherwise reasonably necessary to protect the health and safety of the Property and the neighboring properties. Seller shall not be required to repair any damage or rebuild any destroyed improvements. At the Closing, Seller shall assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question, and Purchaser shall receive a credit against the Purchase Price in the amount of the applicable deductible(s). Except as set forth in the foregoing sentence, the Purchase Price shall not be reduced or adjusted in any way. 7.2 Project Prohibitive Loss or Damage. In the event of a “project prohibitive” loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the other party, in which event the Earnest Money (including any portion thereof that has been released to Seller) shall be returned to Purchaser. If neither Seller nor Purchaser elects to terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the occurrence of a project prohibitive loss or damage, then Seller and

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Purchaser shall be deemed to have elected to proceed with Closing. In such event Seller shall assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. 7.3 Definition of “Project Prohibitive” Loss or Damage. For purposes of Sections 7.1 and 7.2, “project prohibitive” loss or damage refers to the following: (a) loss or damage to the Real Property or any portion thereof such that, in the opinion of an architect, selected by Purchaser and reasonably approved by Seller, the loss or damage (even after demolition of the improvements and removal of all debris) would prevent or prohibit the development of the project currently contemplated by Purchaser for the Property, and (b) any loss due to a condemnation which would permanently and materially impair the contemplated use of the Real Property or that would cause a reduction of 20 or more parking spaces contemplated as part of Purchaser's development of the Real Property. ARTICLE VIII COMMISSIONS 8.1 Brokerage Commissions. In the event the transaction contemplated by this Agreement is consummated, but not otherwise, Seller agrees to pay to ____________ (the “Broker”) at Closing a brokerage commission pursuant to a separate written agreement between Seller and Broker. Each party agrees that should any claim be made for brokerage commissions or finder’s fees by any broker or finder other than the Broker by, through or on account of any acts of said party or its representatives, said party will indemnify, defend, protect and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense in connection therewith. The provisions of this Section 8.1 shall survive Closing or earlier termination of this Agreement. ARTICLE IX DISCLAIMERS 9.1 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 OF THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. THE PROVISIONS OF THIS SECTION 9.1 SHALL SURVIVE CLOSING.

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ARTICLE X MISCELLANEOUS 10.1 Public Disclosure. Any release to the public generally of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by Purchaser and Seller and their respective counsel. 10.2 Assignment. Other than an assignment to a wholly-owned subsidiary of _________________, Inc., an assignment to a joint venture between Purchaser and ________________, LLC, or an assignment pursuant to Section 10.21 below, Purchaser may not assign its rights under this Agreement without first obtaining Seller’s written approval which may be given or withheld in Seller’s sole discretion. 10.3 Notices. Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery, or (b) reputable overnight delivery service with proof of delivery, or (c) United States Mail, postage prepaid, registered or certified mail, return receipt requested, or (d) legible facsimile transmission completed before 6:00 p.m. (local time at the Real Property) on a business day sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given either at the time of personal delivery, or, in the case of expedited delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of facsimile transmission, as of the date of the facsimile transmission provided that an original of such facsimile is also sent to the intended addressee by means described in clauses (a), (b) or (c) above. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement shall be as follows: 10.4 Modifications. This Agreement cannot be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought. 10.5 Calculation of Time Periods; Time is of the Essence. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday under the laws of the State in which the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of any such period shall be deemed to end at 6:00 p.m., local time where the Real Property is located. Time is of the essence with respect to each and every term and provision of this Agreement.

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10.6 Successors and Assigns. Subject to the limitations on assignment set forth in Section 10.2 above, the terms and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the parties hereto. 10.7 Entire Agreement. This Agreement, including the Exhibits and Schedules, contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior written or oral agreements and understandings between the parties pertaining to such subject matter. 10.8 Further Assurances. Each party agrees that it will without further consideration execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other party to consummate more effectively the purposes or subject matter of this Agreement. The provisions of this Section 10.8 shall survive Closing. 10.9 Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement. In order to expedite the transaction contemplated herein, telecopied or facsimile signatures may be used in place of original signatures on this Agreement. Seller and Purchaser intend to be bound by the signatures on the telecopied document, are aware that the other party will rely on the telecopied signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature. 10.10 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. 10.11 Applicable Law; Venue. THIS AGREEMENT IS PERFORMABLE IN THE STATE OF CALIFORNIA AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF SUCH STATE. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN SAN FRANCISCO COUNTY, CALIFORNIA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE OR FEDERAL COURT SITTING IN THE STATE IN WHICH THE LAND IS LOCATED. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS SECTION 10.11 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. 10.12 No Third Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly,

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no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing. 10.13 Exhibits and Schedules. The following schedules or exhibits attached hereto shall be deemed to be an integral part of this Agreement: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Schedule 5.1(c) Schedule 5.1(e) Legal Description of the Land Memorandum of Purchase Agreement Deed FIRPTA Certificate Designation Agreement Litigation Violations

10.14 Captions. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. 10.15 Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits, schedules or amendments hereto. Singular words shall connote the plural as well as the singular, and plural words shall connote the singular as well as the plural, and the masculine shall include the feminine and the neuter, as the context may require. 10.16 Termination of Agreement. It is understood and agreed that if either Purchaser or Seller terminates this Agreement pursuant to a right of termination granted hereunder, such termination shall operate to relieve Seller and Purchaser from all obligations under this Agreement, except for such obligations as are specifically stated herein to survive the termination of this Agreement. 10.17 Attorneys Fees. If any action or proceeding is commenced by either party to enforce their rights under this Agreement or to collect damages as a result of the breach of any of the provisions of this Agreement, the prevailing party in such action or proceeding, including any bankruptcy, insolvency or appellate proceedings, shall be entitled to recover all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, in addition to any other relief awarded by the court. The provisions of this Section shall survive Closing. 10.18 Waiver of Jury Trial. Seller and Purchaser, to the extent they may legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action, cause of action, or proceeding arising under or with respect to this Agreement, or in any way connected with, or related to, or incidental to, the dealings of the parties hereto with respect to this Agreement or the transactions related hereto or thereto, in each case

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whether now existing or hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the extent they may legally do so, Seller and Purchaser hereby agree that any such claim, demand, action, cause of action, or proceeding shall be decided by a court trial without a jury and that any party hereto may file an original counterpart or a copy of this Section with any court as written evidence of the consent of the other party or parties hereto to waiver of its or their right to trial by jury. The provisions of this Section shall survive Closing. 10.19 No Waiver. Failure of either party at any time to require performance of any provision of this Agreement shall not limit the party’s right to enforce the provision. Waiver of any breach of any provision shall not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision. 10.20 No Recordation. Purchaser shall not record this Agreement, nor any memorandum or other notice of this Agreement, in any public records, except as provided in Section 1.6 hereof, in connection with a release of Earnest Money to Seller. 10.21 Like-Kind Exchange. (a) Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that Seller shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property (the “Tax-Free Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Tax-Free Exchange, Seller shall provide written notice to Purchaser prior to Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code) (the “Exchange Party”), pursuant to which Seller shall assign all of its right, title and interest under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Tax-Free Exchange, at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and direct Escrow Agent to disburse the Earnest Money (or such portion thereof as has not then been released to Seller) to the Exchange Party. Notwithstanding the foregoing, the Tax-Free Exchange shall not diminish Purchaser’s rights, nor increase Purchaser’s liabilities or obligations, under this Agreement, nor delay the Closing. Seller shall pay for all fees, costs and expenses in connection with the Tax-Free Exchange. (b) Notwithstanding anything to the contrary in this Agreement, Seller acknowledges and agrees that Purchaser shall have the right at Closing, in lieu of purchasing the Property directly, to acquire the Property through an exchange (the “Purchaser’s Exchange”) in a transaction intended to qualify as a tax-free exchange

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under Section 1031 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Code. If Purchaser elects to effect the Purchaser’s Exchange, Purchaser shall provide written notice to Seller prior to Closing, in which case Purchaser shall enter into an exchange agreement and other exchange documents with an Exchange Party, pursuant to which Purchaser shall assign all of its right, title and interest under this Agreement to such Exchange Party. Seller shall execute and deliver such documents as may be required to complete the transactions contemplated by the Purchaser’s Exchange which are in form and substance reasonably acceptable to Seller, and otherwise cooperate with Purchaser in all reasonable respects to effect the Purchaser’s Exchange. Seller agrees that if Purchaser elects to effect a Purchaser’s Exchange, at Closing, Seller shall convey the Property to the Exchange Party (unless otherwise directed by Purchaser and/or the Exchange Party). Notwithstanding the foregoing, the Purchaser’s Exchange shall not diminish Seller’s rights, nor increase Seller’s liabilities or obligations, under this Agreement, nor delay the Closing. Purchaser shall pay for all fees, costs and expenses in connection with the Purchaser’s Exchange. 10.22 Survival. The provisions of Article X shall survive the Closing.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date. SELLER: ___________________________ a California corporation By: _____________________ Name: ___________________ Title: ____________________

PURCHASER

____________________________ a Delaware corporation

By: _____________________ Name: ___________________ Title: ____________________
_______________________________ a Delaware company By:___________________________ Name: ________________________ Title:__________________________ By:___________________________ Name: ________________________ Title: _________________________

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Exhibit A LEGAL DESCRIPTION OF THE LAND

Exhibit B MEMORANDUM OF PURCHASE AGREEMENT

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: [BUYER ADDRESS] _______________________ _______________________ _______________________

MEMORANDUM OF PURCHASE AGREEMENT This Memorandum is made and entered into as of the __ day of _______, 200_, by and between _______________________, a ___________________________ ("Purchaser"), and ________________________, a ___________________________ ("Seller"). RECITALS A. Seller is the owner of certain real property situated in ___________, California and further described in Exhibit A attached hereto, together with all the improvements located thereon (the "Property"). B Seller and Purchaser have entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions, with respect to the Property dated as of __________, 200_ (the "Purchase Agreement"). C. Purchaser’s right to purchase the Property is a valuable property right affecting the Property. Seller and Purchaser, therefore, desire that the such purchase right of Purchaser run with the Property and shall be binding upon and inure to the benefit of the successors and assigns of Seller and Purchaser.

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AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: Seller hereby agrees to sell, and Purchaser agrees to purchase, the Property subject to the terms and conditions stated in the Purchase Agreement, which is fully incorporated herein by reference. This Memorandum may be executed in counterparts and shall be recorded in the Official Records of the County of _____________. This Memorandum shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, including all successive owners of the Property. The purpose of the Memorandum is to give notice of the existence of the Purchase Agreement. This Memorandum is subject to the conditions, covenants and provisions in the Purchase Agreement, and any addenda or amendments thereto. Any incomplete statement of any such covenant, condition or provision in this Memorandum shall not be deemed to modify or amend any of the provisions of the Purchase Agreement, and the Purchase Agreement shall be the controlling instrument. IN WITNESS WHEREOF, the undersigned have executed this Memorandum as of the date first written above. PURCHASER: _________________________, a _______________________ By: ______________________ Its: ___________________ SELLER: _________________________, a _______________________ By: ______________________ Its: ___________________

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) ) County of ___________ ) On ______________________________________ before me, ____________________[insert name and title of officer], personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________________________ (Seal)

State of California

) ) County of ___________ ) On ______________________________________ before me, ______________________________[insert name and title of officer], personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________________________ (Seal)

State of California

EXHIBIT A

Exhibit C GRANT DEED
RECORDING REQUEST BY AND WHEN RECORDED RETURN TO: _________________________________________ _________________________________________ Attn:_____________________________________ MAIL TAX STATEMENTS TO: Same as Above (Above Space for Recorder's Use Only) GRANT DEED The undersigned Grantor declares that the Documentary Transfer Tax is not part of the Public Records. City of Pasadena, California FOR VALUABLE CONSIDERATION in, receipt of which his hereby acknowledged, _______________, a _____________________ (the "Seller"), hereby GRANTS to _______________, a _____________________ (the "Buyer"), the below-described real property located in the County of ________, State of California. See Exhibit A attached hereto and incorporated herein by this reference. Dated:________________, 200_ SELLER

________________________, a _______________________ By: _____________________ Name: __________________ Title: ___________________

) ) County of ___________ ) On ______________________________________ before me, _________________________ [insert name and title of officer], personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________________________ (Seal)

State of California

EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION OF THE LAND

Exhibit D FIRPTA CERTIFICATE CERTIFICATIONS OF NON-FOREIGN STATUS A. Federal FIRPTA Certificate

To inform _____________________, a ____________________ (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), will not be required upon the transfer of certain real property located in _________, California by ____________________, a ____________ (“Transferor”), Transferor hereby certifies to Transferee: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. Transferor’s U.S. tax identification number is ______________; and

3. Transferor’s office address is __________________________________ ______________________________________________________________________. Transferor understands that this Certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Transferor understands that Transferee is relying on this Certification in determining whether withholding is required upon said transfer. Under penalty of perjury the undersigned declare that they have examined this Certification and to the best of their knowledge and belief it is true, correct and complete, and they further declare that they have authority to sign this Certification on behalf of Transferor. B. State of California - California Resident/Non-Resident Affidavit

Section 18662 of the Revenue and Taxation Code provide that a buyer may be required to withhold 3 1/3% of the sales price of the California real property sold by a seller that is not otherwise exempt from such withholding, unless the sales price of the property is less than $100,000.00. Transferor hereby certifies that (i) it is a partnership or a limited liability company (other than a disregarded single member LLC), (ii) it is a California corporation, (iii) it is

RSJ\99999.99999\270599.4 5

1

a corporation that is qualified to do business in the State of California, or (iv) after the transfer of the real property it will continue to maintain a staff and permanent office in California. Transferor understands that this certificate may be disclosed to the Franchise Tax Board of California by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty of perjury the undersigned declare that they have examined this Certification and to the best of their knowledge and belief it is true, correct and complete, and they further declare that they have authority to sign this Certification on behalf of Transferor.

Dated as of _______________, 200_

_________________________, a ________________________ By: _____________________ Name: ___________________ Title: ____________________

RSJ\99999.99999\270599.4

Exhibit E DESIGNATION AGREEMENT THIS DESIGNATION AGREEMENT (the “Agreement”) is entered into on and as of _______________, 200_, by and among _________________, a _________________ (“Seller”), ____________________, a _______________ (“Purchaser”), and __________________________________________, a _______________ corporation (“Title Company”). RECITALS A. Pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions entered into by and between Seller and Purchaser, dated _____________ ___, 200_ (the “Purchase Agreement”), Seller has agreed to sell to Purchaser, and Purchaser has agreed to buy from Seller, Seller’s fee simple interest in certain real property described in the Purchase Agreement described more fully on Exhibit A attached hereto (the “Property”) (the purchase and sale of Seller’s fee simple interest in the Property pursuant to the Purchase Agreement is sometimes referred to below as the “Transaction”). B. Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (collectively, the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. C. Pursuant to the Purchase Agreement, an escrow has been opened with Title Company through which the Transaction will be or is being closed. Title Company is either (i) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (ii) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). D. Seller, Purchaser and Title Company desire to designate Title Company as the “Reporting Person” (as defined in the Reporting Requirements) with respect to the Transaction as permitted by Treas. Reg. § 1.6045-4(e)(5).

AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller, Purchaser and Title Company agree as follows: 1. Title Company is hereby designated as the Reporting Person for the Transaction. Title Company shall perform all duties that are required by the Reporting Requirements to be performed by the Reporting Person for the Transaction. 2. Title Company hereby requests Seller to furnish to Title Company Seller’s correct taxpayer identification number. Pursuant to such request, Seller hereby certifies to Title Company, under penalties of perjury, that Seller’s correct taxpayer identification number is ______________. Seller acknowledges that any failure by Seller to provide Title Company with Seller’s correct taxpayer identification number may subject Seller to civil or criminal penalties imposed by law. 3. Seller: The names and addresses of the parties hereto are as follows: __________________________ __________________________ __________________________ ______________________________ ______________________________

Purchaser: Title Company:

4. Each of the parties hereto shall retain this Agreement for a period of four years following the calendar year during which the date of closing of the Transaction occurs.

[Signatures on next page.]

IN WITNESS WHEREOF, the parties have entered into this Agreement. SELLER: __________________________, a ________________________ By: _____________________ Name: ___________________ Title: ____________________ PURCHASER: _____________________, a ___________________________ By: Name: Its: TITLE COMPANY: CHICAGO TITLE COMPANY, a ___________________________ By: Name: Its:_____________________

EXHIBIT A TO DESIGNATION AGREEMENT LEGAL DESCRIPTION OF THE LAND

Schedule 5.1(c) Litigation Seller hereby notifies Purchaser of the following actions with respect to the Property:

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Schedule 5.1(e) Property Violations Seller hereby notifies Purchaser that it has received the following notifications from governmental authorities in connection with the Property:


				
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