PURCHASE AND SALE AGREEMENT
Exhibit 10.2
NOTE: THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR AN ACCEPTANCE OF
AN OFFER TO PURCHASE OR SELL. THIS DOCUMENT SHALL NOT BE BINDING ON ANY PERSON OR
ENTITY UNTIL IT IS DULY EXECUTED BY, DELIVERED TO AND ACCEPTED BY EACH PARTY TO THIS
DOCUMENT.
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of the 1st day of March, 2006
(“Effective Date”), between HANOVER LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability
company (“Hanover”) and XXXXXXX LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability
company (“Xxxxxxx”) (Hanover and Xxxxxxx, individually or collectively, as the context may require,
the “Seller”), and XXXXXXX XXXXXXX XX, a Delaware limited partnership (the “Purchaser”), provides:
THAT for and in consideration of the mutual covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Seller and the Purchaser hereby agree as follows:
1. Purchase and Sale. The Seller agrees to sell, assign, transfer and convey to
Purchaser and the Purchaser agrees to purchase from Seller, all of Seller’s right, title and
interest in and to the following described property on all of the terms and conditions set forth
herein (collectively the “Property”, and the Richmond Property and the Xxxxxxx Property shall be
referred to herein individually as an “Individual Property”).
1.1. Land.
1.1.1 A certain condominium unit described as Phase I, Unit No. 1 in Hanover Medical Park,
situated on that certain tract of land situated in Mechanicsville, Virginia commonly known as
Richmond Memorial Medical Office Building I, 8220 Mechanicsville Road, and described more
particularly in Exhibit A-1 attached hereto and incorporated herein by reference (the
“Richmond Property”) together with all rights and appurtenances granted to the condominium unit
owner under the Declaration (as defined in Section 5.7).
1.1.2 Fee simple title in and to all of that certain tract of land situated in Glendale,
California commonly known as the Xxxxxxx Hills Professional Buildings, 1808 and 0000 Xxxxxxx
Xxxxxxxxx, and described more particularly in Exhibit A-2 attached hereto and incorporated
herein by reference (the “Xxxxxxx Property”), together with all rights and appurtenances pertaining
to such land, including without limitation, all of Seller’s right, title and interest in and to (i)
all minerals, oil, gas and other hydrocarbon substances thereon, (ii) all adjacent strips, streets,
roads, alleys and rights-of-way, public or private, open or proposed, (iii) all easements,
privileges, and hereditaments, whether or not of record, and (iv) all access, air, water, riparian,
development, utility and solar rights (the items described in Sections 1.1.1 and
1.1.2 above are collectively referred to herein as the “Real Estate”).
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1.2. Improvements. The medical office building and all other structures and
improvements constructed on the (a) Richmond Property; and (b) Xxxxxxx Property (collectively, the
“Improvements”).
1.3. Personal Property. All of Seller’s right, title and interest, in and to the
following:
1.3.1 mechanical systems, fixtures and equipment comprising a part of or attached to or
located upon the Improvements;
1.3.2 site plans, surveys, plans and specifications, warranties, books, records and floor
plans in Seller’s possession which relate to the Real Estate or Improvements (collectively, the
“Personal Property”).
1.4. Leases. All of Seller’s right, title and interest in and to leases, licenses,
rental agreements and other occupancy agreements with tenants occupying all or any portion of the
Improvements (collectively, the “Leases”), and all security deposits, if any, held by Seller in
connection with the Leases.
1.5. Contracts. Seller’s interest in all contract rights related to the Real Estate,
Improvements, Personal Property or Leases to the extent assignable including, without limitation,
Seller’s interest in all of the maintenance, equipment, service, supply, construction, commission,
parking, management and other contracts and all warranties, guarantees and bonds and other
agreements relating to the Improvements, Personal Property or Leases (hereinafter defined
collectively, the “Service Contracts”).
1.6. Permits. Seller’s interest in and to all permits, licenses, certificate of
occupancy, and governmental approvals which relate to the Real Estate, Improvements, Personal
Property, Leases, or Service Contracts to the extent assignable (collectively, the “Permits”).
2. Payment of Purchase Price. The purchase price is Thirty-Six Million Five Hundred
Thousand and No/100 Dollars ($36,500,000.00) (“Purchase Price”). The parties hereto acknowledge
and agree that the Property is being purchased in gross and not by the acre. The Purchase Price
shall be paid to the Seller in the following manner:
2.1. Deposits. The Purchaser shall, within one (1) business day following the full
execution of this Agreement, deposit with Chicago Title Insurance Company, 00 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000, Attention: Xxxxx Xxx (the “Escrow Agent”) an xxxxxxx money deposit of Five
Hundred Thousand and No/100 Dollars ($500,000.00), (the “Deposit”), which Deposit shall be held in
an interest-bearing escrow account with interest to accrue for the benefit of the party entitled to
the Deposit hereunder. The Deposit shall be (i) applied toward the Purchase Price in the event
Closing (as hereinafter defined) occurs hereunder, or (ii) returned to the Purchaser in the event
the Purchaser exercises the Purchaser’s expressed right hereunder to terminate this Agreement and
receive a refund of the Deposit, or (iii) delivered to and retained by the Seller pursuant to the
terms and provisions hereof in the event the Purchaser defaults hereunder, or in the event the
Seller is otherwise entitled to retain the Deposit hereunder.
2.2. Balance of Purchase Price. The Purchaser shall pay the balance of the Purchase
Price, as adjusted pursuant to Section 5.9 and Article 8 hereof, to the Seller at
Closing
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in cash by making a wire transfer of immediately available federal funds to an account at a
financial institution designated in writing by the Seller.
2.3. Sale of Entire Property Only. Purchaser has no right to purchase, and Seller has
no obligation to sell, less than all of the Property, it being the express agreement and
understanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser to
enter into this Agreement, Purchaser has agreed to purchase, and Seller has agreed to sell, all of
the Property, subject to and in accordance with the terms of this Agreement.
2.4 Deferred Maintenance Credit. At Closing, Purchaser shall receive a credit from
Seller against the Purchase Price in the amount of Five Hundred Twenty-One Thousand Dollars
($521,000), of which $461,000 is allocated to the Xxxxxxx Property as consideration for certain
deferred maintenance relating to the roof replacement, elevator repairs and other miscellaneous
improvements, and the remaining $60,000 of which is allocated to the Richmond Property as
consideration for certain deferred maintenance relating to the gutters and boiler.
3. Seller’s Representations, Warranties and Covenants.
3.1. The Seller hereby makes the following representations as of the date hereof:
3.1.1 Organization. Seller is duly formed, validly existing and in good standing
under the laws of the state of its organization, and is duly qualified to transact business and in
good standing in the state in which the Property is situated.
3.1.2 Authority/Consent. Seller is the owner of the fee simple interest and or
condominium interest, as applicable, in the Property and possesses all requisite power and
authority, has taken all actions required by its organizational documents and applicable law, and
has obtained all necessary consents to execute and deliver this Agreement and to consummate the
transactions contemplated by this Agreement. This Agreement has been, and all of the documents to
be delivered by Seller at the Closing will be, authorized and properly executed and constitute, or
will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in
accordance with their terms.
3.1.3 Litigation. To Seller’s knowledge, no material action, suit or other proceeding
(including, but not limited to, any condemnation action) is pending or threatened that concerns or
involves the Property or Seller’s interest in the Property.
3.1.4 Leases. Attached as Exhibit B hereto is a true, correct and complete
list of the Leases (and all assignments thereof), and all subleases (that are in Seller’s
possession) of rentable area in the Improvements. To Seller’s knowledge, except for the Leases,
assignments and subleases referenced on the list attached hereto as Exhibit B, there are no
occupancy agreements, leases, lettings, tenancies or subtenancies in effect which will affect the
Property after Closing.
3.1.5 Violations of Law. Seller has not received written notice from any governmental
authority of any material violations of any federal, state, county or municipal laws, ordinances,
orders, regulations and requirements affecting the Property or any portion thereof (including the
conduct of business operations thereon), except for those certain written notices
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issued by the City of Glendale, California with respect to certain alleged municipal code
violations, all of which have been remedied prior to the date hereof, with the exception of that
certain notice dated February 28, 2006 with respect to the required performance of standpipe
testing at 1808 Xxxxxxx and fire alarm testing at 1818 Xxxxxxx, which testing is scheduled to occur
on March 2, 2006. Seller has not received notice of any proposed or actual condemnation actions or
changes in zoning to the Property.
3.1.6 Foreign Person. Seller is not a “foreign person,” “foreign trust” or “foreign
corporation” within the meaning of the United States Foreign Investment in Real Property Tax Act of
1980 and the Internal Revenue Code of 1986, as subsequently amended.
3.1.7 Declaration. Seller has not received notice from any party, and is not aware
of, any violation of the Declaration (as defined in Section 5.7) with respect to Seller or
the Property.
3.1.8 Environmental. Seller has not received written notice from any party of any
adverse environmental condition affecting the Property.
3.2. Each Seller, as to its individual Property only (Richmond as to the Richmond Property and
Xxxxxxx as to the Xxxxxxx Property) hereby covenants to Purchaser as follows:
3.2.1 Property Information. Purchaser acknowledges that Seller has made available to
Purchaser relevant information relating to the operations and maintenance of the Property. Seller
or its property manager will continue to make such information available to Purchaser, during
business hours and after reasonable prior notice from Purchaser (with the exception of information
that is confidential, proprietary or within the purview of the attorney-client privilege or the
attorney work-product doctrine) (collectively, the “Property Information”). The Seller has not
made and does not make any representation or warranty, either express or implied, with respect to
the completeness or accuracy of the Property Information furnished to the Purchaser.
3.2.2 Modifications and New Leases and Contracts. During the period beginning on the
date hereof and ending at the Closing (or earlier termination of this Agreement), except as
contemplated or permitted under any Lease, the Seller will not modify, renew, extend, replace or
otherwise change any of the terms, covenants or conditions of any Leases, and will not enter into
any new Leases (except for those Leases subject to the letters of intent listed on Exhibit
C attached hereto), without the written consent of the Purchaser, which consent shall not be
unreasonably withheld or delayed. In the event that Seller proposes to modify, renew, extend,
replace or otherwise change any of the terms, covenants or conditions of any Leases, or enter into
any new Leases, Seller shall give the Purchaser written notice of Seller’s intent to do so together
with all information reasonably requested by Purchaser in order for Purchaser to evaluate Seller’s
proposal and Purchaser shall have three (3) business days after receipt of such notice within which
to grant or withhold its approval. If Purchaser fails to respond to Seller’s request within said
three (3) business day period or if Purchaser agrees to Seller’s request, Seller shall be free to
enter into such modification, renewal, replacement, change or new Lease. Any such modification,
renewal, replacement, change or new Lease entered into with the written consent of the Purchaser,
or as otherwise expressly allowed hereunder, shall be deemed a Lease.
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3.2.3 Continued Operation. From the Effective Date until the Closing, Seller shall
continue to operate, maintain and repair the Property in the ordinary course of business but shall
not take any of the following actions after the Effective Date hereof without the prior written
consent of Purchaser: (a) reduce the level of maintenance to the Property, or reduce the number of
employees currently employed to service, maintain and secure the Property, or (b) grant, create or
assume any mortgage, lien, encumbrance, easement, option, covenant, condition, right of way or
restriction upon the Property other than the Permitted Exceptions.
3.2.4 Receipt of Governmental Notices. Prior to Closing, Seller shall provide
Purchaser with copies of any written notices that Seller receives from any governmental or
regulatory agency with respect to (i) any special assessments or proposed increases in the
valuation of the Property, (ii) any condemnation or eminent domain proceedings affecting the
Property, or (iii) any violation of any Environmental Law or any zoning, health, fire, safety or
other law, regulation or code applicable to the Property.
3.2.5 Insurance. Prior to Closing, Seller will maintain Seller’s existing insurance
coverage with respect to the Property.
3.2.6 Estoppel Certificates. As of the date hereof, Seller has submitted to Purchaser
copies of all estoppel certificates received by Seller from the tenants of the Property (the
“Estoppel Certificates”), which Estoppel Certificates are in substantially the form attached hereto
as Exhibit D or such other form as is prescribed in a particular Lease and which Estoppel
Certificates represent Estoppel Certificates from tenants leasing in excess of 75% of the leasable
area of the Property. Seller agrees to deliver to Purchaser executed estoppel certificates
promptly after receipt from tenants.
3.2.7 Waiver of Right of First Refusal. As of the date hereof, Seller has provided to
Purchaser evidence from each of Xxxxxxx Hills Hospital and Memorial Regional Medical Center, Inc.
that each such party has waived their respective rights of first refusal to purchase the Xxxxxxx
Property and Richmond Property, as applicable, prior to the date hereof.
4. Conditions Precedent to Purchaser’s Obligations to Close. Purchaser’s obligation
to purchase the Property is subject to satisfaction, on or before the Closing Date (or earlier date
if expressly set forth below) of the following conditions, any of which may be waived in writing by
Purchaser in Purchaser’s sole and absolute discretion:
4.1.1 Study Period. The Purchaser shall have a period of time beginning on the
Effective Date and ending at 5:00 p.m. eastern standard time on March 16, 2006, TIME BEING OF THE
ESSENCE (the “Study Period”) within which to conduct engineering and/or architectural studies of
the Property, to conduct seismic studies of the Property, to review those certain Phase I
Environmental Site Assessments (the “Phase I ESA’s”) prepared by EMG (“EMG”) and delivered to
Purchaser on or before the Effective Date, to review plans and specifications and similar materials
with respect to the Property, zoning and land use status of the Property, and such other matters as
Purchaser may desire. All of the costs associated with Purchaser’s Study Period activities (as
specified in the previous sentence) shall be borne by Purchaser. During the Study Period,
Purchaser shall have reasonable access to the Property, at all reasonable times, at Purchaser’s
sole risk, for the purpose of performing the foregoing inspections and investigations, subject at
all times to the rights of any existing tenants. All
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inspections and investigations shall be performed at reasonable times and the Seller shall
have the opportunity to accompany Purchaser if Seller so desires. Seller shall not be obligated to
correct, remedy or cure any condition or characteristic of the Property revealed by such
inspections or investigations, including, but not limited to, any physical condition issue, title
defects or environmental contamination. If the results of any such inspection or investigation
performed by Purchaser pursuant to this Section 4.1.1 are deemed unsatisfactory in
Purchaser’s sole discretion, Purchaser may terminate this Agreement by providing written notice
thereof to Seller prior to the expiration of the Study Period, in which event the Deposit shall be
returned to Purchaser and neither party shall have any further rights or obligations hereunder,
except as expressly provided herein. If Purchaser fails to so terminate this Agreement, Purchaser
shall be deemed to have waived such right, and shall proceed to Closing without any reduction in
the Purchase Price.
4.1.2 Title Examination.
(A) Seller shall provide to Purchaser, at Purchaser’s expense, (collectively, the “Title
Documents”): (a) current commitments for title insurance for: (i) the Richmond Property and (ii)
the Xxxxxxx Property, each in the amount of the Purchase Price allocated to each Individual
Property (collectively, the “Commitment”) from Chicago Title Insurance Company (the “Title
Company”), together with copies of the exception documents, and (b) a copy of a survey for each
Individual Property (collectively or individually as the context may require, the “Survey”). On or
before March 10, 2006 (the “Notice Date”), Purchaser shall notify Seller in writing of any title
or survey matters listed in the Title Documents of which Purchaser disapproves (the “Title
Objections”), except that Purchaser shall not object to liens for real estate taxes not yet due and
payable. Any matters to which Purchaser does not object as provided above shall be deemed to be
“Permitted Exceptions”. Seller shall notify Purchaser on or before the expiration of the Study
Period (the “Seller Notice Date”) whether it will take all action necessary to eliminate or cure
such Title Objections or to make arrangements to have such Title Objections eliminated, cured, or
removed from title in a manner reasonably acceptable to Purchaser at or prior to the Closing at no
cost or expense to Purchaser. If Seller fails to notify Purchaser that it is willing to eliminate
or cure such Title Objections, then Seller shall be deemed to have elected not to take such action,
and Purchaser shall have right to terminate this Agreement by written notice from Purchaser to
Seller given within two (2) days after the Seller Notice Date. If Purchaser fails to terminate
this Agreement within such two (2) day period, then such matters shall be deemed to be Permitted
Exceptions and Purchaser shall have waived its right to terminate this Agreement.
(B) If Purchaser becomes aware of any changes in the Title Documents disclosed after the
Notice Date (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser
shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub
Period Title Objections”) on or before the sooner to occur of five (5) days after receipt of
written notice thereof or the Closing Date. If Purchaser does not deliver a notice of Stub Period
Title Objections, then Purchaser shall be deemed to approve the applicable Stub Period Title
Matter. If Purchaser delivers a notice of Stub Period Title Objections, Seller shall have five (5)
days after receipt thereof to notify Purchaser that either (a) Seller will take all action
necessary to eliminate or cure such Stub Period Title Objections or make arrangements to have such
Stub Period Title Objections eliminated, cured or removed from title, or (b) Seller elects not to
cause such Stub Period Title Objections to be removed, provided
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that Seller shall be obligated to cause the removal of such Stub Period Title Objections as
can be cured, eliminated or removed solely with the payment of money by Seller not to exceed
Twenty-Five Thousand and No/100 Dollars ($25,000.00) in the aggregate (the “Stub Period Must
Removes”), it being agreed that Seller shall not in any event be obligated to cause the removal of
any Stub Period Title Objection except for the Stub Period Must Removes. If Seller gives Purchaser
notice under clause (b) above or fails to respond to Purchaser’s notice of Stub Period Title
Objections within said five (5) day period, Purchaser shall have five (5) business days in which to
notify Seller that Purchaser will either proceed with the purchase and take title to the Property
subject to such Stub Period Title Objections, in which event the Stub Period Title Objections shall
constitute Permitted Exceptions hereunder, or that Purchaser will terminate this Agreement. If
this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither
party will have any further rights or obligations hereunder (except for any obligations which are
expressly stated to survive the termination hereof), and the Deposit shall be returned to
Purchaser. If Purchaser fails to notify Seller of its election within said five (5) day period,
Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed to
Closing.
4.1.3 Performance of Covenants. Seller shall have performed and observed in all
material respects, all covenants of Seller in this Agreement.
4.1.4 Title. The Title Company shall issue to Purchaser a 1992 ALTA Owners Policy of
Title Insurance covering each Individual Property in the full amount of the Purchase Price
allocated toward such Individual Property subject only to the Permitted Exceptions, dated not
earlier than the date of the recording of the Deed.
4.1.5 Xxxxxxx Estoppels. On or before the Closing, Purchaser shall receive (i) an
estoppel from Xxxxxxx Hills Hospital with respect to that certain Amended and Restated Parking and
Easement Agreement dated as of June 4, 2004, recorded June 4, 2004 as Document No. 00-0000000 in
the Los Angeles County, California Recorder’s Office in substantially the form attached hereto as
Exhibit L, and (ii) tenant estoppel certificates from from tenants leasing not less than
seventy-five percent (75%) of the total rentable square feet leased in the Improvements at the
Xxxxxxx Property in substantially the form attached hereto as Exhibit D ((i) and (ii) are
together, the “Xxxxxxx Estoppel Contingency”). If Seller has not satisfied the Xxxxxxx Estoppel
Contingency on or before the Closing, Seller shall provide a Seller’s Estoppel Certificate in the
form attached hereto as Exhibit D for the tenant estoppels required pursuant to subsection
(ii) above, delivery of which shall be deemed to satisfy subsection (ii) of the Xxxxxxx Estoppel
Contingency. The representations and warranties set forth in any and all Seller’s Estoppel
Certificates shall survive for a period of ninety (90) days after the date of such Seller’s
Estoppel Certificates and shall be subject to the limitations on liability set forth in Section
14.5 hereof. The parties agree that if at any time after Seller delivers to Purchaser a
Seller’s Estoppel Certificate, Seller obtains and delivers to Purchaser a tenant Estoppel
Certificate for such tenant that is acceptable to Purchaser, the applicable Seller’s Estoppel
Certificate shall be of no further force and effect and Seller shall have no further liability
thereunder. Should Seller be unable to satisfy the Xxxxxxx Estoppel Contingency on or prior to the
Closing Date, Purchaser may elect (i) to extend the Closing Date for an additional five (5)
business days to allow additional time to receive the estoppels necessary to satisfy the Xxxxxxx
Estoppel Contingency, reserving the continued right to terminate as provided in the following
clause (ii), (ii) to terminate this Agreement and receive a return of the Deposit and all
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accrued interest thereon, or (iii) to waive the Xxxxxxx Estoppel Contingency and proceed to Closing
on the terms and conditions set forth herein.
4.1.6 Condominium Documents Estoppel. On or before the Closing, Purchaser shall
receive an estoppel from the appropriate party under the Condominium Documents in substantially the
form attached hereto as Exhibit M, and as more particularly described in Section
5.7 herein below.
4.1.7 Seller’s Representations and Warranties. The representations and warranties set
forth in Section 3.1 being true and accurate in all material respects as of the Closing;
provided that (i) the representations contained in Section 3.1.4 shall be updated or
modified at Closing to reflect any modifications, renewals, extensions or other changes to Leases
that may have occurred on or prior to Closing pursuant to the terms of Section 3.2.2
hereof, and (ii) with respect to the representations contained in Sections 3.1.3 and
3.1.5, any change in such representations resulting from notice of a non-material action or
suit (with respect to 3.1.3) or notice of a non-material violation of any law, ordinance or
requirement affecting the Property (with respect to 3.1.5), shall not constitute a failure
of the condition precedent set forth in this Section 4.1.6. For purposes hereof,
litigation shall be considered “non-material” if such litigation is covered by Seller’s insurance
and a violation of any law, ordinance or requirement affecting the Property shall be considered
“non-material” if the cost to cure such violation (as reasonably estimated by Purchaser) does not
exceed $100,000.00. In the event of the existence of any such “non-material” violation of any law,
ordinance or requirement affecting the Property at the time of the Closing, Seller shall, at its
election, cause the same to be cured prior to Closing or provide Purchaser with a credit against
the Purchase Price at Closing in the amount of the cost to cure such violation as reasonably
estimated by Purchaser.
4.1.8 Hanover Hospital Estoppels. On or before the Closing, Purchaser shall receive
tenant estoppel certificates from Memorial Regional Medical Center or its affiliates with respect
to all of the space at the Richmond Property leased by Memorial Regional Medical Center and by its
affiliates in substantially the form attached hereto as Exhibit D (the “Hanover Estoppel
Contingency”). Should Seller be unable to satisfy the Hanover Estoppel Contingency on or prior to
the Closing Date, Purchaser may elect (i) to extend the Closing Date for an additional five (5)
business days to allow additional time to receive the estoppels necessary to satisfy the Hanover
Estoppel Contingency, reserving the continued right to terminate as provided in the following
clause (ii), (ii) to terminate this Agreement and receive a return of the Deposit and all accrued
interest thereon, or (iii) to waive the Hanover Estoppel Contingency and proceed to Closing on the
terms and conditions set forth herein.
4.2 Conditions Precedent to Seller’s Obligation to Close. Seller’s obligation to sell
the Property is subject to satisfaction, on or before the Closing Date of the following conditions,
any of which may be waived in writing by Seller in Seller’s sole and absolute discretion.
4.2.1 Covenants. Purchaser shall have performed and observed, in all material
respects, all covenants of Purchaser under this Agreement.
4.3 Failure of a Condition.
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4.3.1 In the event that any condition precedent to Closing has not been satisfied on or before
the Closing Date, then the party whose conditions to Closing have not been satisfied (the
“Unsatisfied Party”) shall give notice to the other of the condition or conditions which the
Unsatisfied Party asserts are not satisfied. In such notice the Unsatisfied Party shall also elect
either (i) to terminate this Agreement, whereupon neither party shall have any further rights or
obligations hereunder (other than any obligations of either party that expressly survive
termination), and Purchaser shall be entitled to the return of the Deposits, except if such failure
of a condition is due to a default by one of the parties, in which event the non-defaulting party
shall have those rights and remedies set forth in Article 12 herein, or (ii) to waive such failed
condition and proceed to Closing as contemplated hereunder.
4.3.2 If the transaction contemplated by this Agreement closes, the parties shall be deemed to
have waived any and all unmet or unsatisfied conditions, other than any unmet or unsatisfied
conditions arising out of a breach by either party of any of its representations and warranties
hereunder of which the other party has no actual knowledge as of Closing.
5. Purchaser’s Representations, Warranties and Covenants. The Purchaser hereby makes
the following representations, warranties and covenants to Seller:
5.1. Authorization, Execution and Delivery and ERISA. Purchaser has been duly
organized and is validly existing as a limited partnership in good standing in the State of
Delaware and prior to closing will be qualified to do business in each state in which the Property
is located. Purchaser has the full right and authority and has obtained any and all consents
required to enter into this Agreement and to consummate or cause to be consummated the transactions
contemplated hereby. This Agreement has been, and all of the documents to be delivered by
Purchaser at the Closing will be, authorized and properly executed and constitute, or will
constitute, as appropriate, the valid and binding obligation of Purchaser, enforceable in
accordance with their terms. As of the date hereof, Purchaser is (a) not an “employee benefit
plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), whether or not subject to Title I of ERISA, or a “plan” as defined in Section 4975 of
the Code, or a “party in interest” as defined in Section 3(14) of ERISA, with respect to any
employee benefit plan and (b) none of the assets of Purchaser constitutes or will constitute “plan
assets” of one or more such plans within the meaning of U.S. Department of Labor Regulation 29
C.F.R. Section 0000-0-000.
5.2. Conflicts and Pending Action. There is no agreement to which Purchaser is a
party or to Purchaser’s knowledge binding on Purchaser which is in conflict with this Agreement.
There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser
which challenges or impairs Purchaser’s ability to execute or perform its obligations under this
Agreement.
5.3. Prohibited Persons and Transactions. Neither Purchaser nor any of its
affiliates, nor any of their respective partners, members, shareholders or other equity owners, and
none of their respective employees, officers, directors, representatives or agents is, nor will
they become, a person or entity with whom U.S. persons or entities are restricted from doing
business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the
Treasury (including those named on OFAC’s Specially Designated and
Blocked Persons List) or
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under any statute, executive order (including the September 24, 2001,
Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism), or other governmental action and is not and will not engage in any
dealings or transactions or be otherwise associated with such persons or entities.
5.4. Acceptance of Property.
5.4.1 Notwithstanding anything contained in this Agreement to the contrary, the Purchaser
acknowledges that, except as specifically set forth in this Agreement, the Seller has not made and
is not now making, and it specifically disclaims, any warranties, representations or guaranties of
any kind or character, express or implied, oral or written, past, present or future, with respect
to the Property, including, but not limited to, warranties, representations or guaranties as to (i)
matters of title; (ii) environmental matters relating to the Property or any portion thereof, (iii)
geological conditions, including, without limitation, subsidence, subsurface conditions, water
table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake
faults and the resulting damage of past and/or future earthquakes, (iv) whether, and to the extent
to which the Property or any portion thereof is affected by any stream (surface or underground),
body of water, flood prone area, flood plain, floodway or special flood hazard, (v) drainage, (vi)
soil conditions, including the existence of instability, past soil repairs, soil additions or
conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring,
(vii) zoning to which the Property or any portion thereof may be subject, (viii) the availability
of any utilities to the Property or any portion thereof including, without limitation, water,
sewage, gas and electric, (ix) usages of adjoining Property, (x) access to the Property or any
portion thereof, (xi) the value, compliance with the plans and specifications, size, location, age,
use, design, quality, description, suitability, structural integrity, operation, title to, or
physical or financial condition of the Property or any portion thereof, or any income, expenses,
charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any
part thereof, (xii) the presence of Hazardous Substances (hereinafter defined) in or on, under or
in the vicinity of the Property, (xiii) the condition or use of the Property or compliance of the
Property with any or all past, present or future federal, state or local ordinances, rules,
regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (xiv) the
existence or non-existence of underground storage tanks, (xv) any other matter affecting the
stability or integrity of the Property, (xvi) the potential for further development of the
Property, (xvii) the existence of vested land use, zoning or building entitlements affecting the
Property, (xviii) the merchantability of the Property or fitness of the Property for any particular
purpose (the Purchaser affirming that the Purchaser has not relied on the Seller’s skill or
judgment to select or furnish the Property for any particular purpose, and that the Seller makes no
warranty that the Property is fit for any particular purpose), (xix) the truth, accuracy or
completeness of the Property Information, or (xx) tax consequences.
5.4.2 The Purchaser has not relied upon and will not rely upon, either directly or indirectly,
any representation or warranty of the Seller or any of its respective agents, except those
specifically set forth in this Agreement or as set forth in the documents delivered by Seller to
Purchaser at Closing, and acknowledges that no such representations have been made, except those
specifically set forth in this Agreement. The Purchaser represents that it is a knowledgeable,
experienced and sophisticated purchaser of real estate and that it is relying solely on its own
expertise and that of the Purchaser’s consultants in purchasing the Property. The Purchaser will
conduct such inspections and investigations of the Property as the Purchaser
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deems necessary, including, but not limited to, the physical and environmental conditions
thereof, and shall rely upon same. The Purchaser acknowledges that adverse matters, including, but
not limited to, adverse physical and environmental conditions, may not be revealed by the
Purchaser’s inspections and investigations. The Purchaser acknowledges and agrees that upon
Closing, the Seller shall sell and convey to the Purchaser and the Purchaser shall accept the
Property “AS IS, WHERE IS,” with all faults. The Purchaser further acknowledges and agrees that
there are no oral agreements, warranties or representations, collateral to or affecting the
Property by the Seller, any agent of the Seller or any third party. The terms and conditions of
this Section 5.4.2 shall expressly survive Closing, shall not merge with the provisions of
the Deed and shall be incorporated into the other closing documents. The Seller is not liable or
bound in any manner by any oral or written statements, representations, or information pertaining
to the Property furnished by any real estate broker, agent, employee, servant or other person.
Purchaser acknowledges that Seller has afforded Purchaser a full opportunity to conduct such
investigations of the Property as Purchaser deemed necessary to satisfy itself as to the condition
of the Property and the existence or non-existence or curative action to be taken with respect to
any Hazardous Substances on or discharged from the Property, and will rely solely upon same and not
upon any information provided by or on behalf of Seller or its agents or employees with respect
thereto, other than such representations, warranties and covenants of Seller as are expressly set
forth in this Agreement. Upon Closing, Purchaser shall assume the risk that adverse matters,
including, but not limited to, adverse physical or construction defects or adverse environmental,
health or safety conditions, may not have been revealed by Purchaser’s inspections and
investigations. Purchaser hereby represents and warrants to Seller that: (a) Purchaser is
represented by legal counsel in connection with the transaction contemplated by this Agreement; and
(b) Purchaser is purchasing the Property for business, commercial, investment or other similar
purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies
it may have or be entitled to, deriving from disparity in size or from any significant disparate
bargaining position in relation to Seller. The Purchaser has fully reviewed the disclaimers and
waivers set forth in this Agreement with its counsel and understands the significance and effect
thereof.
5.4.3 For purposes hereof, “Hazardous Substances” means any hazardous, toxic or dangerous
waste, substance or material, pollutant or contaminant, as defined for purposes of the
Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections
9601 et seq.), as (“CERCLA”), or the Resource Conservation and Recovery Act (42 U.
S. C. Sections 6901 et seq.), as amended (“RCRA”), or any other federal, state or local
law, ordinance, rule or regulation applicable to the Property, or any substance which is toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise
hazardous, including regulated medical waste, or any substance which contains gasoline, diesel fuel
or other petroleum hydrocarbons, polychlorinated biphenyls (PCBS), radon gas, urea formaldehyde,
asbestos, lead or electromagnetic waves.
5.4.4 Purchaser acknowledges that it has had the opportunity to inspect the Property, and to
observe its physical characteristics and existing conditions and the opportunity to conduct such
investigation and study on and of the Property and adjacent areas as Purchaser deems necessary, and
Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability,
including without limitation, liabilities and responsibilities for the lessor’s obligations under
the Leases relating to the physical, environmental or legal compliance status of the Property,
whether arising before or after the
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Effective Date, and liabilities under CERCLA, regarding the condition, valuation, salability
or utility of the Property, or its suitability for any purpose whatsoever (including, but not
limited to, with respect to the presence in the soil, air, structures and surface and subsurface
waters, of Hazardous Substance or other materials or substances that have been or may in the future
be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be
specially treated, handled and/or removed from the Property under current or future federal, state
and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface
soil and water conditions and solid and hazardous waste and Hazardous Substance on, under, adjacent
to or otherwise affecting the Property). Purchaser further hereby WAIVES (and by Closing this
transaction will be deemed to have WAIVED) any and all objections and complaints (including, but
not limited to, federal, state and local statutory and common law based actions, and any private
right of action under any federal, state or local laws, regulations or guidelines to which the
Property is or may be subject, including, but not limited to, CERCLA) concerning the physical
characteristics and any existing conditions of the Property, including, without limitation, the
lessor’s obligations under the Leases relating to the physical, environmental or legal compliance
status of the Property, whether arising before or after the Effective Date. Purchaser further
hereby assumes the risk of changes in applicable laws and regulations relating to past, present and
future environmental conditions on the Property and the risk that adverse physical characteristics
and conditions, including, without limitation, the presence of Hazardous Substance or other
contaminants, may not have been revealed by its investigation.
5.4.5 Indemnity. Purchaser agrees to indemnify, defend and hold Seller harmless of
and from any and all liabilities, claims, demands, and expenses of any kind or nature which arise
or accrue after Closing and which are in any way related to the ownership, maintenance, or
operation of the Property by Purchaser and its successors and assigns, including, without
limitation, in connection with Hazardous Materials.
5.4.6 Survival. The terms and conditions of this Section 5.4 shall expressly
survive the Closing, not merge with the provisions of any closing documents and shall be
incorporated into the Deed.
5.5. Indemnity; Restoration. The Purchaser hereby agrees to (i) indemnify, defend and
hold the Seller harmless from and against any injury, loss, damage or expense (including attorneys’
fees and expenses) caused by the inspection, examination, testing and investigation of the Property
by the Purchaser and the Purchaser’s employees, agents and contractors and other undertakings of
the Purchaser and the Purchaser’s employees, agents and contractors under this Agreement, and (ii)
if Purchaser fails to acquire the Property, restore the Property to the condition in which it
existed immediately prior to the Purchaser’s entry thereon.
5.6. Insurance. Before any entry upon the Property, the Purchaser shall, at the
Purchaser’s expense, provide and maintain, or cause the Purchaser’s contractors to provide and
maintain, with companies with a Best’s Rating of at least A- VIII or better authorized to do
business in the state of the subject Individual Property, (i) occurrence based comprehensive
general public liability insurance, against claims for bodily injury, death or property damage,
occurring upon, in or about the Property, or the adjoining sidewalks, streets or ways (including,
without limitation, personal injury, death or property damage resulting directly or indirectly from
any change, alteration, improvement or repair thereof) for at least One Million Dollars
($1,000,000.00) for injury to any one individual, and One Million Dollars ($1,000,000.00) for any
one accident, and One Million Dollars ($1,000,000.00) for damage to property during the
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lease term; and (ii) workers compensation insurance in statutory limits which affords not less
than One Million Dollars ($1,000,000.00) in coverage. Prior to the commencement of entry by the
Purchaser, the Purchaser shall furnish sufficient certificates of such insurance to the Seller,
which certificates shall name the Seller as an additional insured thereunder.
5.7. Richmond Condominium Documents. Purchaser hereby acknowledges that the Richmond
Property is subject to all covenants, terms, provisions, conditions, requirements, obligations and
reservations set forth in the Declaration of Hanover Medical Park Condominium (the “Condominium"),
as amended through the date of this Agreement (the “Declaration"), and the by-laws of the
Condominium (the “By-Laws"). The Declaration and the By-Laws are hereinafter referred to
collectively as the “Condominium Documents.” The Condominium Documents have been delivered to the
Purchaser and Purchaser acknowledges and affirms that, before executing this Agreement, it received
copies of all of the Condominium Documents from Seller and that it read and understood the
Condominium Documents. The Condominium Documents constitute Permitted Exceptions and shall not be
objected to by Purchaser pursuant to Section 4.1.1.
5.8. Xxxxxxx Deed Restrictions. Purchaser acknowledges that the Xxxxxxx Property is
subject to those certain deed restrictions attached to this Agreement as Exhibit K (the
“Deed Restrictions”) and the conveyance of the Property by Seller to Purchaser is and shall be
subject to the Deed Restrictions. Purchaser acknowledges and affirms that, before executing this
Agreement it has read and understood the Deed Restrictions. The Deed Restrictions constitute
Permitted Exceptions and shall not be objected to by Purchaser pursuant to Section 4.1.1.
5.9. Loan Assumption. Purchaser acknowledges that the Hanover Property is subject to
a mortgage lien in favor of MONY Life Insurance Company (“Lender”), which mortgage lien secures a
loan in the original principal amount of $5,530,000.00 (the “Hanover Loan”). Purchaser shall use
commercially reasonable efforts on or before the Closing to obtain Lender’s approval of (i)
Purchaser’s assumption of the Hanover Loan in accordance with and on the terms and conditions
contained in those certain documents evidencing and governing the Hanover Loan (the “Loan
Documents”), copies of which have been provided to Purchaser on or prior to the date hereof, and
(ii) the full release of Hanover and LaSalle Medical Office Fund, L.L.C. (the “Existing Guarantor”)
from any and all liability under the Loan Documents arising from and after the Closing Date
(together, the “Assumption Obligation”). Seller shall cooperate with Purchaser in Purchaser’s
efforts to satisfy the Assumption Obligation.
At Closing, if the Assumption Obligation is satisfied and the Hanover Loan is assumed by
Purchaser, (i) Purchaser shall receive a credit against the Purchase Price equal to the outstanding
principal and accrued interest due as of the Closing Date under the Hanover Loan, (ii) Purchaser
shall pay to Seller, and Seller shall receive as a credit to the Purchase Price, an amount equal to
any and all reserves and escrows (“Loan Escrows”) held by Lender under the Hanover Loan which are,
in turn, credited to Purchaser as part of the assumption, and (iii) Seller shall pay to Lender the
assumption fee equal to one percent (1%) of the then outstanding principal balance of the Hanover
Loan (the “Assumption Fee”) due and payable in connection with any assumption of the Hanover Loan
pursuant to the terms and conditions of the Hanover Loan Documents. Purchaser shall pay any and
all other fees and expenses due and payable in connection with the assumption of the Hanover Loan,
including without limitation, the attorneys’ fees, mortgage taxes, and other closing fees incurred
by Lender.
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If Purchaser is unable to satisfy the Assumption Obligation on or before the Closing,
Purchaser shall notify Seller in writing of the same and the Closing shall be extended to a date
not later than April 15, 2006 in order to provide Purchaser with additional time to satisfy the
Assumption Obligation. If the Assumption Obligation is not satisfied on or before April 15, 2006,
Purchaser may, at its election, (a) terminate this Agreement and receive a return of the Deposit,
or (b) proceed to Closing, in which case Seller shall cause the Hanover Loan to be repaid from the
proceeds of the Closing and the Property shall be conveyed free and clear of all liens and
encumbrances related to the Hanover Loan, and Purchaser shall pay to Seller at Closing, in addition
to the Purchase Price payable hereunder, an amount equal to one half of the prepayment premium due
and payable to Lender upon prepayment of the Hanover Loan pursuant to the terms and provisions of
the Loan Documents.
6. Closing. Closing of the purchase and sale of the Property pursuant to this
Agreement (“Closing”) shall be held at the offices of Escrow Agent, or at such other location that
is reasonably acceptable to the parties hereto, on or before March 29, 2006 (“Closing Date”).
6.1. Seller’s Deliveries/Seller’s Obligations at Closing. At the Closing, Seller
will do or cause to be done the following:
6.1.1 Closing Documents. At Closing, Seller shall execute, acknowledge (if necessary)
and deliver originals of the following documents:
(A) Special Warranty Deeds in the form attached hereto as Exhibit F-1 (for the
Richmond Property) and Exhibit F-2 (for the Xxxxxxx Property) (collectively, the “Deed”)
conveying title to the Property to the Purchaser;
(B) A Xxxx of Sale for each Individual Property in the form attached hereto as Exhibit
G (the “Xxxx of Sale”) conveying the Personal Property;
(C) All necessary information for IRS Form 1099-S;
(D) An Affidavit as to nonforeign status of each Seller;
(E) Two (2) original counterparts of an Assignment and Assumption Agreement for each
Individual Property in the form attached hereto as Exhibit H (the “Assignment”), with
respect to the Leases, Service Contracts, Rents, Warranties and Intangible Property;
(F) Letters to each tenant under the Leases in the form and substance of Exhibit I,
notifying tenants of the conveyance of the Property to Purchaser and advising them that, following
the Closing Date, all future payments of rent are to be made to Purchaser or at Purchaser’s
direction;
(G) The estoppel certificates to be delivered pursuant to Sections 4.1.5 ,
4.1.6 and 4.1.8 hereof;
(H) Such evidence as may be reasonably required by the Title Company with respect to the
status of Seller and the authority of the person(s) executing the documents required to be executed
by Seller on behalf of Seller;
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(I) A certificate that all of Seller’s representations and warranties in this Agreement,
subject to the terms of Section 4.1.7 hereof, are true and correct as of the Closing;
(J) A settlement statement showing all of the payments, adjustments and prorations provided
for in Article 8 and otherwise agreed upon by Seller and Purchaser.
6.2. Original Property Information Documents. Within ten (10) days after the Closing
Date (as extended pursuant to the terms hereof), Seller will deliver to Purchaser originals within
Seller’s possession of all items comprising the Property Information.
6.3. Possession. Seller will deliver possession of the Property, subject to the
Leases.
6.4. Keys. Seller will deliver all keys in the possession or subject to the control
of Seller, including, without limitation, master keys as well as combinations, card keys and cards
for the security systems, and non-proprietary management software, if any.
6.5. Costs. Seller will pay all costs allocated to Seller pursuant to Section
8.1 of this Agreement.
7. Purchaser’s Deliveries. Purchaser’s Obligations at the Closing. At the
Closing, Purchaser will do, or cause to be done, the following:
7.1.1 Closing Documents. At Closing, Purchaser shall execute, acknowledge (if
necessary) and deliver originals of the following documents:
(A) Two (2) fully executed counterparts of each of the Assignments;
(B) A certificate that all of Purchaser’s representations and warranties in this Agreement are
true and correct as of the Closing Date;
(C) A settlement statement showing all of the payments, adjustments and prorations provided
for in Article 8 and otherwise agreed upon by Seller and Purchaser; and
(D) Such evidence as may be reasonably required by the Title Company with respect to the
authority of the person(s) executing the documents required to be executed by Purchaser on behalf
of Purchaser.
7.1.2 Payment of Consideration. Purchaser will pay to Seller the Purchase Price in
accordance with Article 2 of this Agreement, as adjusted in accordance with the provisions of this
Agreement.
7.1.3 Costs. Purchaser will pay all costs allocated to Purchaser pursuant to
Section 8.1 of this Agreement.
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7.2. Escrow. The delivery of the documents and the payment of the sums to be
delivered and paid at the Closing by Purchaser and Seller shall be accomplished through an escrow
with the Escrow Agent.
8. Closing Cost; Prorations; Adjustments.
8.1. Closing Costs. The Seller shall pay the Seller’s attorneys’ fees. The Purchaser
shall pay the title insurance premium and fees for the Title Policy, the cost of the Survey Update,
the costs for recordation of the Deed and other documents recorded at Closing, the costs of
Purchaser’s inspections and investigations, Purchaser’s attorneys’ fees. The recordation and
transfer taxes associated with the Deed shall be paid according to the custom in each jurisdiction
where the Property is located, as follows: (a) for the Richmond Property, Seller shall pay the
“Grantor” tax and Purchaser shall pay the applicable State and County recordation taxes, and (b)
for the Xxxxxxx Property, Seller shall pay the County transfer tax. If prior to closing, an
ordinance is enacted in the City of Glendale requiring payment of a City transfer tax at the
Closing, the Seller and Purchaser shall each pay one half of such City transfer tax. The Seller
and Purchaser shall each pay one half of the cost of the escrow closing fee and one half of all
costs associated with those certain Phase I Environmental Site Assessments (the “Phase I ESA’s”)
prepared by EMG (“EMG”) and delivered to Purchaser on or before the Effective Date.
8.2. Prorations. The following adjustments to the Purchase Price shall be made
between the Seller and the Purchaser and shall be prorated on a per diem basis as of 11:59 p.m. on
the day preceding Closing.
8.2.1 Real Estate Taxes. Real estate and other ad valorem taxes, assessments,
personal property or use taxes, local business improvement district taxes and sewer charges, on the
basis of the fiscal or calendar year for which such taxes or charges are assessed such that Seller
shall be responsible for all such taxes for the period prior to Closing, and Purchaser shall be
responsible for all such taxes for the period beginning on the Closing Date and thereafter.
8.2.2 Rents.
(A) Monthly Base Rent. There shall be a credit at the Closing in favor of the
Purchaser against the Purchase Price in the amount equal to (A) the total amount of base rent
actually collected by the Seller from the tenants under the Leases prior to the date on which the
Closing occurs for the calendar month in which the Closing occurs, (B) multiplied by a fraction
(“Rent Proration Fraction”), the numerator of which is the number of days from and including the
date on which the Closing occurred, to and including the last day of such month, and the
denominator of which is the actual number of days in such month.
(B) Monthly Additional Rent. There shall be a credit at the Closing in favor of the
Purchaser against the Purchase Price in the amount equal to (A) the total amount of the
installments of estimated insurance, taxes, common area maintenance and other operating expenses
which are passed through to tenants under the Leases (the “Pass Through Expenses”) prior to the
date on which the Closing occurs for the calendar month in which the Closing occurs, (B) multiplied
by the Rent Proration Fraction. With respect to Pass Through Expenses which have been billed by
Seller to tenants prior to the Closing but which have not yet
16
been collected, such Pass Through Expenses shall be pro-rated between the parties as
delinquent rent as provided below. With respect to Pass Through Expenses which have not been billed
to tenants as of the Closing, Purchaser shall xxxx each tenant for same in accordance with each
such Lease and upon collection of same, Purchaser shall remit to Seller an amount equal to that
portion of past due expenses which occurred prior to Closing. At Closing, the Seller and Purchaser
shall mutually and in good faith estimate the amount, if any, by which tenants have overpaid or
underpaid Pass Through Expenses for periods prior to the Closing Date and, at Closing, Purchaser
shall receive a credit in the amount of the estimate of any such overpaid Pass Through Expenses and
Purchaser shall indemnify and hold harmless Seller for any claims or losses arising in connection
with such overpaid Pass Through Expenses, which indemnity shall survive the Closing and the
delivery of the Deed and Seller shall receive a credit in the amount of the estimate of any such
underpaid Pass Through Expenses.
(C) Security Deposits. There shall be a credit at the Closing in favor of the
Purchaser against the Purchase Price equal to the actual amount of tenant security deposits held by
Seller and not yet refunded to tenants or applied against tenant defaults as permitted pursuant to
this Agreement.
(D) Prepaid Rents. There shall be a credit at the Closing in favor of the Purchaser
against the Purchase Price in the total amount of all rents and other amounts paid by tenants under
the Leases before the Closing to the extent such amounts are applicable to periods on and after the
Closing.
(E) Delinquent Rents. If, as of the Closing, any tenants under the Leases have failed
to pay any amounts due and payable thereunder (collectively, “Delinquent Amounts”), then the
Delinquent Amounts shall not be prorated; provided, that if the Purchaser receives any rental
payment which represents rent that was delinquent as of the Closing after the Closing, (i) but
prior to first day of the calendar month next following the Closing, the Purchaser shall first pay
to Seller the Delinquent Amounts, then shall apply such payment to the then current month’s rent
(net of any reasonable out-of-pocket third party collection costs actually incurred by Purchaser),
or (ii) and at any time on or after the first day of the calendar month next following the Closing,
the Purchaser shall first apply such payment to the then current month’s rent (net of any
reasonable out-of-pocket third party collection costs actually incurred by Purchaser), and then
shall pay to Seller the Delinquent Amounts.
8.3. Tenant Improvements and Commissions. Seller agrees to pay or discharge at or
prior to Closing all leasing commissions, costs for tenant improvements, lease buyout costs, moving
allowances, design allowances, legal fees and other costs, expenses and allowances incurred in
order to induce a tenant to enter into a Lease or Lease renewal or extension (collectively,
“Leasing Costs”) that are due and payable prior to Closing with respect to Leases in force as of or
prior to the Effective Date. Purchaser agrees to assume the obligations for Leasing Costs due and
payable after the Closing with respect to Leases in force as of or prior the Effective Date (which
Leasing Costs and the associated leases are listed on Exhibit E attached hereto and made a
part hereof), and accordingly, Purchaser shall receive a credit at Closing in the amount of any
such Leasing Costs, as more particularly set forth on said Exhibit E. Seller shall have no
obligation to pay, and as of Closing Purchaser shall assume, the obligation to pay all Leasing
Costs payable with respect to any option to renew or option to expand that has not been exercised
prior to the Effective Date, which obligation shall survive the Closing. Additionally, as of
Closing, Purchaser shall assume the obligations for Leasing Costs incurred with respect to
17
Leases and Lease renewals and extensions executed subsequent to the
Effective Date to which Purchaser has consented pursuant to Section 3.2.2 hereof. Seller
shall receive a credit at Closing for any Leasing Costs paid by Seller after the Effective Date and
prior to Closing for any Leases or Lease renewals entered into after the Effective Date.
8.3.1 Service Contracts and Equipment Leases. Any amounts prepaid or payable under
any Service Contracts or equipment leases shall be prorated at the Closing as of the date of
Closing, with Seller obligated for all sums accrued on or prior to 11:59 p.m. on the day preceding
Closing and Purchaser obligated for all sums accrued after 11:59 p.m. on the day preceding Closing.
8.3.2 Utilities. Purchaser shall take all steps necessary to effectuate the transfer
of all utilities to its name as of the Closing Date, and where necessary, post deposits with the
utility companies. Seller shall ensure that all utility meters are read as of the Closing Date.
Seller shall be entitled to recover any and all deposits held by any utility company as of the
Closing Date.
8.3.3 Insurance Policies. Premiums on insurance policies will not be adjusted. As of
the Closing Date, Seller will terminate its insurance coverage and Purchaser will effect its own
coverage.
8.3.4 Declaration Assessments. Any assessments due and payable under the Declaration
shall be prorated at the Closing as of the date of Closing, with Seller obligated for all sums
accrued on or prior to 11:59 p.m. on the day preceding Closing and Purchaser obligated for all sums
accrued after 11:59 p.m. on the day preceding Closing.
8.4. All adjustments for items to be prorated pursuant to this Article 8 shall be completed
within one hundred twenty (120) days after the Closing Date except for those items which are not
reasonably capable of determination within such one hundred twenty (120) day period and the parties
agree to adjust the same as and when ascertainable and make the appropriate payment forthwith and
without interest thereon. This Article 8 shall survive Closing and the delivery of the Deed.
9. Omitted.
10. Risk of Loss. If, prior to the Closing, all or a material portion of any Property
is damaged by fire or any other cause of whatsoever, Seller shall promptly give Purchaser written
notice of such damage.
10.1.1 If such damage is not Major Damage (as hereinafter defined) then Purchaser shall have
the right at Closing to receive a credit against the Purchase Price in the amount of the deductible
plus all insurance proceeds received by Seller as a result of such loss, and an assignment of
Seller’s rights to such insurance proceeds, and this Agreement shall continue in full force and
effect with no further reduction in the Purchase Price and Seller shall have no further liability
or obligation to repair such damage or to replace the Property.
10.1.2 If such damage occurs prior to Closing and the cost to repair such damage, in Seller’s
reasonable estimation, exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00) (“Major
Damage”), either Seller or Purchaser shall have the option, exercisable
18
by written notice delivered to the other within ten (10) business days after Seller’s notice
of damage to Purchaser, to terminate this Agreement by written notice to the other party. If
Purchaser or Seller elects to terminate this Agreement, the Deposit shall be returned to Purchaser,
and thereafter neither party will have any further rights or obligations hereunder, except for any
obligations that expressly survive termination. If neither party elects to terminate this
Agreement, the parties shall proceed to Closing and Purchaser shall receive a credit against the
Purchase Price in the amount of the deductible plus all insurance proceeds received by Seller as a
result of such loss and an assignment of Seller’s rights to such insurance proceeds, and this
Agreement shall continue in full force and effect with no further reduction in the Purchase Price
and Seller shall have no further liability or obligation to repair such damage or to replace the
Property.
11. Brokers. Each party represents and warrants that, except for Xxxx Brothers RE LLC
(whose commission Seller agrees to be solely responsible for pursuant to a separate agreement
between Seller and such broker), it has not engaged the services of or dealt with any broker,
salesperson or other person or entity who may claim a commission or other payment in conjunction
with this Agreement. Each party hereto agrees to indemnify, defend and hold the other party
harmless from and against all loss, claims, costs and expenses (including attorneys’ fees) caused
by a breach of the foregoing representation. This section shall survive the delivery of the Deed
and any termination of this Agreement.
12. Default.
12.1. By Purchaser. If Purchaser fails to consummate the purchase of the Property
pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to
Closing for any reason except failure by Seller to perform hereunder, Seller shall be entitled, as
its sole remedy (except as provided in Articles 5 and 11 and Section 14.14
hereof), to terminate this Agreement and recover the Deposit as liquidated damages and not as
penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree
that Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to
determine and the Deposit is a fair estimate of those damages which has been agreed to in an effort
to cause the amount of such damages to be certain.
12.2. By Seller. If Seller defaults in performing any of the Seller’s obligations
under this Agreement, the Purchaser’s sole remedy shall be either: (i) seek specific performance of
Seller’s obligations hereunder; or (ii) terminate this Agreement and receive a refund of the
Deposit. In the event Purchaser elects (ii) above, neither party shall have any further rights or
obligations hereunder, except as expressly provided herein. Except as described above, Purchaser
hereby expressly waives any right the Purchaser may have to damages (compensatory, consequential or
otherwise). IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS
OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR
CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON
LAW, STATUTE, EQUITY OR OTHERWISE.
13. Condemnation. In the event that any condemnation proceedings are instituted, or
notice of intent to condemn is given, with respect to all or any material portion of any Individual
19
Property, Seller shall promptly notify Purchaser thereof. In such event, Purchaser shall have
the option, to be exercised by notice to Seller not later than ten (10) days after receipt of such
notice from Seller, either to terminate this Agreement and receive the return of the Deposit, in
which case the parties shall have no further rights or obligations under this Agreement, except for
any obligations that expressly survive termination, or to consummate the purchase of the Property
without reduction of the Purchase Price, in which event the right to collect any condemnation award
or compensation for such condemnation shall be assigned by Seller to Purchaser at Closing. Failure
to give notice of Purchaser’s election within such ten (10) day period shall be deemed a waiver by
Purchaser of its right to terminate this Agreement pursuant to the terms of this Article
13. For purposes hereof, “material” means such portion of any Individual Property as would
materially impair the current use of such Individual Property.
14. Miscellaneous.
14.1. Time of Essence. EVEN IF NOT SPECIFICALLY NOTED IN A PARTICULAR SECTION HEREIN,
TIME IS OF THE ESSENCE WITH RESPECT TO EVERY PROVISION OF THIS AGREEMENT.
14.2. Study Materials. In the event the Purchaser exercises any right herein to
terminate this Agreement, the Purchaser shall (i) return to the Seller all of the Property
Information provided to the Purchaser by the Seller; and (ii) deliver to the Seller, at no cost,
the results of all tests, studies, examinations and investigations that the Purchaser caused to be
performed with respect to the Property.
14.3. Notices. All notices shall be in writing and sent by hand, facsimile
transmission, overnight delivery service or certified mail, return receipt requested, to the
following addresses:
| If to Seller: | c/o LaSalle Investment Management, Inc. | |||
| 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx | ||||
| Xxxxxxxxx, Xxxxxxxx 00000 | ||||
| Attn: Xxxxx Xxxxx | ||||
| Facsimile: (000) 000-0000 | ||||
| with copy to: | Xxxxxx Xxxxxx Rosenman LLP | |||
| 000 Xxxx Xxxxxx | ||||
| Xxxxxxx, Xxxxxxxx 00000 | ||||
| Attn: Xxxxxx Xxxxxxx | ||||
| Facsimile: (000) 000-0000 | ||||
| If to Purchaser: | Xxxxxxx Xxxxxxx XX | |||
| 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000 | ||||
| Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||||
| Attn: Xxxxxxx X. Xxxxxx | ||||
| Facsimile: (000) 000-0000 | ||||
| with copy to: | Xxxxx & Xxx Xxxxx PLLC | |||
| 000 X. Xxxxx Xxxxxx, Xxxxx 0000 | ||||
| Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||||
| Attn: Xxxxx X. Xxxxxxx | ||||
| Facsimile: (000) 000-0000 |
20
Notices shall be deemed received (i) if hand delivered, when received, (ii) if given by facsimile,
when transmitted to the facsimile number specified above during normal business hours and
confirmation of complete receipt is received during normal business hours (provided a copy of the
same is sent by overnight delivery service on the same day), (iii) if given by overnight delivery
service, the day after being sent prepaid by such overnight delivery service, or (iv) if given by
certified mail, return receipt requested, postage prepaid, three (3) days after posting with the
United States Postal Service. Either party may change its address by notifying the other party in
a manner described above.
14.4. Assignment. Except as otherwise hereinafter expressly provided, this Agreement
may not be assigned by the Purchaser without the Seller’s prior, written consent, which may be
withheld in the Seller’s sole discretion. Purchaser shall have the right, without the Seller’s
consent, to assign the Purchaser’s rights hereunder (a “Permitted Assignment”) to any corporation,
limited liability company or other entity that is a wholly-owned subsidiary of Purchaser provided
written notice of such assignment is given to the Seller prior to the date of Closing and such
notice is accompanied by a fully-executed agreement between the Purchaser and such assignee whereby
the Purchaser assigns the Purchaser’s rights hereunder to such assignee and such assignee assumes
the obligations of the Purchaser under this Agreement. Upon any Permitted Assignment of this
Agreement and prior to Closing, Purchaser shall at all times remain responsible and not be relieved
of its liabilities hereunder. Upon any Permitted Assignment of this Agreement and after Closing,
Purchaser shall be relieved of all of its liabilities hereunder. In addition to the foregoing, if
Purchaser so requests prior to the Closing, Purchaser may, on the Closing Date and immediately
prior to the Closing, instruct Seller to convey (and Seller hereby agrees to convey) the Xxxxxxx
Property directly to a third party purchaser who shall acquire the Xxxxxxx Property on the Closing
Date (a “Third Party Xxxxxxx Purchaser”). Notwithstanding the conveyance by Seller of the Xxxxxxx
Property directly to such Third Party Xxxxxxx Purchaser, (i) Purchaser shall at all times prior to
and after Closing retain all rights and remain responsible and not be relieved of its liabilities
under this Agreement with respect to the Xxxxxxx Property, and (ii) the Deed for the Xxxxxxx
Property shall contain a statement that the conveyance of the Xxxxxxx Property to the grantee named
therein shall not and does not confer any rights on such grantee as a “Purchaser” under this
Agreement.
14.5. Entire Agreement; Construction; Survival. This Agreement sets forth the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements, written or oral. This Agreement may be modified only by a written
instrument duly executed by the Seller and the Purchaser. This Agreement shall be construed,
performed and enforced under the laws of Illinois. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective heirs, personal representatives, successors and
permitted assigns, subject to the limitations on assignment contained in Section 14.4
above. Each of the representations and warranties of Seller contained in Article 3 will
survive for a period of sixty (60) days after the Closing Date. Any claim that Purchaser may have
at any time against Seller for a breach of any such representation or warranty, whether known or
unknown, which is not asserted by notice from Purchaser to Seller within such sixty
21
(60) day period will not be valid or effective, and Seller will have no liability with respect
thereto. Following Closing, Purchaser agrees that Seller’s total liability arising out of or
relating to Seller’s obligations under this Agreement and any other documents delivered by Seller,
including, without limitation, the Closing Documents, whether by reason of representations,
warranties, indemnities or otherwise, shall not exceed the aggregate sum of Six Hundred Thousand
and No/100 Dollars ($600,000.00), which liability shall be the several liability of each Seller
based on the pro rata allocation of the Purchase Price set forth herein. Purchaser acknowledges
that each Seller shall be liable only for those claims arising out the asset it owns and not for
claims arising out the assets the other Sellers own (i.e. Richmond shall be liable only for claims
arising out of the Richmond Property and Xxxxxxx shall be liable only for claims arising out of the
Xxxxxxx Property). In no event shall Seller be liable to Purchaser for lost profits or
consequential, incidental or punitive damages of any kind or any other damages or costs beyond the
cost of correction.
14.6. Confidentiality. Purchaser and Seller agree to hold all information related to
this transaction in strict confidence, and will not disclose same to any person other than
directors, officers, employees and agents of each, as well as to consultants, banks or other third
parties working with Seller or Purchaser in connection with the transaction (“Related Parties”), in
each case who need to know such information for the purpose of consummating this transaction. This
prohibition will not be applicable to disclosure of information required by applicable law, rule or
regulation and will not survive the Closing. In addition, at all reasonable times prior to
Closing, and for such time following the Closing Date as Purchaser reasonably deems necessary, but
not in excess of one (1) year, Seller shall provide Purchaser and its Related Parties with access
to Seller’s books and records related to the Property as Purchaser and its Related Parties may
reasonably request, and otherwise cooperate with Purchaser and its Related Parties, all at
Purchaser’s sole cost and expense, so that Purchaser and/or Purchaser’s auditor(s) may prepare
audited financial statements for the Property, which audited financial statements must comply with
Rule 3-14 of the Securities Act of 1933, as amended (the “Audited Financial Statements”). Seller
shall also cooperate with Purchaser and its Related Parties to use commercially reasonable efforts
to cause Seller’s external auditor(s) with respect to the Property, to provide to Purchaser and its
Related Parties, at Purchaser’s sole cost and expense, such auditor(s) work papers and other
information reasonably requested by Purchaser and its Related Parties with respect to the Property
and with an opportunity to meet with a lead audit partner with respect to the auditor’s work
performed in connection with the Property. In connection with the preparation of the Audited
Financial Statements, if requested, Seller shall execute a customary “auditor’s representation
letter” for the benefit of the preparer of the Audited Financial Statements, such letter to be in
form and substance acceptable to Seller.
14.7. Counterparts. This Agreement may be executed in counterparts by the parties.
It is not necessary that the signatures of the parties appear on the same counterpart or
counterparts. All counterparts shall collectively constitute a single agreement.
14.8. Days. If any action is required to be performed, or if any notice, consent or
other communication is given, on a day that is a Saturday or Sunday or a legal holiday in the
jurisdiction in which the action is required to be performed or in which is located the intended
recipient of such notice, consent or other communication, such performance shall be deemed to be
required, and such notice, consent or other communication shall be deemed to be given, on the first
business day following such Saturday, Sunday, or legal holiday. Unless otherwise
22
specified herein, all references herein to a “day” or “days” shall refer to calendar days and
not business days.
14.9. Escrow Agent. The Escrow Agent shall hold and disburse the Deposit in
accordance with the terms and provisions hereof and the escrow agreement attached hereto as
Exhibit J hereto.
14.10. Severability. In the event any one or more of the provisions contained in this
Agreement (except the provisions relating to Seller’s obligations to convey the Property and
Purchaser’s obligation to pay the Purchase Price, the invalidity of either of which shall cause
this Agreement to be null and void) are held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability will not affect any other provisions
hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had not been contained herein, provided, however, that the parties hereto shall endeavor
in good faith to rewrite the affected provision to make it (i) valid and (ii) consistent with the
intent of the original provision.
14.11. Individual Sellers. Notwithstanding anything contained in this Agreement to
the contrary, Purchaser acknowledges that any warranties made by Seller with regard to the Property
shall be deemed made only by the individual entity holding title to the applicable portion of the
Property [i.e. Hanover holds the fee interest in the Richmond Property and Xxxxxxx holds the fee
interest in the Xxxxxxx Property].
14.12. Press Releases. Any release to the public of information with respect to the
matters set forth in this Agreement (a “Release”) will be made only in the form approved by
Purchaser and Seller and their respective counsel unless the Release is required by applicable law.
If either Seller or Purchaser is required by applicable law to issue a Release, such party shall,
at least two (2) business days prior to the issuance of same, deliver a copy of the proposed
Release to the other party for its review.
14.13. Attorneys’ Fees and Costs. In the event either party is required to resort to
litigation to enforce its rights under this Agreement, the prevailing party in such litigation will
be entitled to collect from the other party all costs, expenses and attorneys’ fees incurred in
connection with such action.
14.14. No Recordation. Without the prior written consent of Seller, there shall be no
recordation of either this Agreement or any memorandum hereof, or any affidavit pertaining hereto,
and any such recordation of this Agreement or memorandum or affidavit by Purchaser without the
prior written consent of Seller shall constitute a default hereunder by Purchaser, whereupon Seller
shall have the remedies set forth in Article 12 hereof. In addition to any such remedies,
Purchaser shall be obligated to execute an instrument in recordable form releasing this Agreement
or memorandum or affidavit, and Purchaser’s obligations pursuant to this Section 14.14
shall survive any termination of this Agreement as a surviving obligation.
14.15 Profit Participation. Purchaser agrees that if Purchaser sells the Xxxxxxx
Property for a price in excess of $24,500,000.00 (the “Trigger Price”) to any party during the
twelve (12) month period following the Closing Date, Purchaser shall pay to Seller one-half of all
sales proceeds in excess of the Trigger Price. The foregoing covenant shall survive the Closing
and the delivery of the Deed and shall be set forth in an agreement to be recorded in the
23
public records at the Closing. In the event of a conveyance by Seller to a Third Party Xxxxxxx
Purchaser on the Closing Date, the foregoing provision shall not apply to any subsequent conveyance
by such Third Party Xxxxxxx Purchaser.
(Remainder of Page Intentionally Left Blank;
Signatures Appear on Following Pages)
Signatures Appear on Following Pages)
24
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be executed on their
behalf by their duly authorized representatives as of the dates indicated below.
| SELLER: | ||||||||||||
| XXXXXXX LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its solemember | |||||||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||||||
Date:
|
By: | |||||||||||
| Name: | ||||||||||||
| Title: | ||||||||||||
| HANOVER LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||||||
Date:
|
By: | |||||||||||
| Name: | ||||||||||||
| Title: | ||||||||||||
25
| PURCHASER | ||||||||||
| XXXXXXX XXXXXXX XX, a Delaware limited partnership | ||||||||||
| By: | CS Business Trust I, a Maryland business trust, its General Partner | |||||||||
Date:
|
By: | |||||||||
| Name: Xxxxxxx X. Xxxxx | ||||||||||
| Title: Secretary and Treasurer | ||||||||||
26
EXHIBIT A-1
Richmond Property Legal Description
X-0
XXXXXXX X-0
Xxxxxxx Property Legal Description
A-2
EXHIBIT B
Leases
B-1
EXHIBIT C
Letters of Intent
C-1
EXHIBIT D
Estoppel Certificate
RE: Lease Dated: Amended:
Landlord: [Hanover Lasalle Medical Office, L.L.C, a Delaware limited liability company/
Xxxxxxx Lasalle Medical Office, L.L.C, a Delaware limited liability company]
Xxxxxxx Lasalle Medical Office, L.L.C, a Delaware limited liability company]
Tenant:
Project: [Richmond Memorial Medical Xxxxxx Xxxxxxxx X, 0000 Xxxxxxxxxxxxxx Xxxx,
Xxxxxxxxxxxxxx, Xxxxxxxx/ Xxxxxxx Hills Professional Buildings, 1808 and 0000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx]
Xxxxxxxxxxxxxx, Xxxxxxxx/ Xxxxxxx Hills Professional Buildings, 1808 and 0000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx]
Premises: Suite ___
As Tenant under the above-referenced Lease, the above named Tenant hereby acknowledges the truth
and accuracy of the following statements pertaining to the Lease (as defined herein) for the
benefit of the proposed purchaser of the Project and its lenders, and its successors or assigns
(the “Purchaser”):
| 1. | There have been no amendments or other modifications to the Lease other than as set forth above nor has the Tenant assigned or sublet its interest under the Lease except as set forth above. | |
| 2. | The Lease is in full force and effect and Tenant has accepted and is in full possession of the Premises. | |
| 3. | Tenant acknowledges that all construction required under the Lease has been fully completed in a manner satisfactory to the Tenant, except as follows: | |
| (If none, so state. If this Section 3 is left blank, the Tenant shall be deemed to have affirmatively represented that all construction required under the Lease has been fully completed in a manner satisfactory to Tenant.) | ||
| 4. | There are no known uncured defaults presently existing under the Lease by either Tenant or Landlord; no event has occurred or conditions exist which with the giving of notice or passage of time would constitute a default under the Lease by either Tenant or Landlord; and Tenant has no existing defenses or claims of offset against the Landlord or to Tenant’s payment and performance of its obligations under the Lease. | |
| 5. | The term of the Lease commenced on and ends on . Tenant has been in occupancy since . The monthly base rent Tenant is obligated to pay under the Lease is $ . Tenant is obligated to pay the full rent stipulated in the Lease and has no offsets, defenses, or claims in connection therewith. | |
| 6. | The Premises consists of approximately square feet. |
D-1
| 7. | Tenant has no right to renew or extend the term of the Lease, to expand the Premises or otherwise lease any other part of the Project, or to purchase all or any portion of the Project, except as follows: (If none, so state. If this Section 7 is left blank, the Tenant shall be deemed to have affirmatively represented that it has no such rights whatsoever.) |
The execution and delivery of this Tenant Estoppel has been duly authorized by all appropriate
corporate/partnership limited liability action, to the extent required by the organizational
documentation and laws governing Tenant.
| TENANT: | ||||||||||
Date:
|
By: | |||||||||
| Print Name: | ||||||||||
| Print Title: | ||||||||||
D-2
EXHIBIT E
Leasing Costs
E-1
EXHIBIT F-1
Richmond Property Deed
[TO BE CONFORMED TO LOCAL REQUIREMENTS]
[TO BE CONFORMED TO LOCAL REQUIREMENTS]
After recording, please return to:
|
||
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of this ___day of , 2006 between HANOVER LASALLE MEDICAL
OFFICE, L.L.C., a Delaware limited liability company (“Grantor”), and [ ]
(“Grantee”).
W I T N E S S E T H:
THAT, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) in hand paid and
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor
has granted, bargained, sold, aliened, conveyed and confirmed and by these presents does hereby
grant, bargain, sell, alien, convey and confirm unto Grantee all that tract or parcel of land
described in Exhibit “A” attached hereto and made a part hereof, together with all buildings,
structures and improvements located thereon, together with all rights, members, easements and
appurtenances in any manner appertaining or belonging to said property (collectively the
“Property”);
TO HAVE AND TO HOLD the Property unto Grantee forever in fee simple; subject only to the
matters (hereinafter the “Permitted Exceptions”) set forth in Exhibit “B” attached hereto and made
a part hereof. Grantor shall warrant and forever defend the right, title and interest to the
Property unto Grantee against the claims of all persons claiming by, through or under Grantor,
except for claims arising under and by virtue of the Permitted Exceptions.
F-1-1
IN WITNESS WHEREOF, Grantor has executed this Deed as of the day and year first above written.
| GRANTOR: | ||||||||
| HANOVER LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
F-1-2
EXHIBIT A TO EXHIBIT F-1
Legal Description
F-1-3
EXHIBIT B TO EXHIBIT F-1
Permitted Exceptions
F-1-4
EXHIBIT F-2
Xxxxxxx Property Deed
[TO BE CONFORMED TO LOCAL REQUIREMENTS]
[TO BE CONFORMED TO LOCAL REQUIREMENTS]
After recording, please return to: |
||
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of this ___day of , 2006 between XXXXXXX LASALLE MEDICAL
OFFICE, L.L.C., a Delaware limited liability company (“Grantor”), and [ ]
(“Grantee”).
W I T N E S S E T H:
THAT, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) in hand paid and
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor
has granted, bargained, sold, aliened, conveyed and confirmed and by these presents does hereby
grant, bargain, sell, alien, convey and confirm unto Grantee all that tract or parcel of land
described in Exhibit “A” attached hereto and made a part hereof, together with all buildings,
structures and improvements located thereon, together with all rights, members, easements and
appurtenances in any manner appertaining or belonging to said property (collectively the
“Property”);
TO HAVE AND TO HOLD the Property unto Grantee forever in fee simple; subject only to the
matters (hereinafter the “Permitted Exceptions”) set forth in Exhibit “B” attached hereto and made
a part hereof. Grantor shall warrant and forever defend the right, title and interest to the
Property unto Grantee against the claims of all persons claiming by, through or under Grantor,
except for claims arising under and by virtue of the Permitted Exceptions.
F-2-1
IN WITNESS WHEREOF, Grantor has executed this Deed as of the day and year first above written.
| GRANTOR: | ||||||||
| XXXXXXX LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
F-2-2
EXHIBIT A TO EXHIBIT F-2
Legal Description
F-2-3
EXHIBIT B TO EXHIBIT F-2
Permitted Exceptions
F-2-4
EXHIBIT G
Form of Xxxx of Sale
THIS XXXX OF SALE, dated as of the ___day of , 2006 between LASALLE
MEDICAL OFFICE, L.L.C, a Delaware limited liability company, (“Seller”), and [ ] (the
“Purchaser”), provides:
THAT for and in consideration of the conveyance made herein, the consideration received
therefor by the Seller and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Seller hereby grants, bargains, sells, assigns, transfers, sets
over and delivers to the Purchaser all of Seller’s right, title and interest in and to the
mechanical systems, fixtures and equipment comprising a part of or attached to or located in the
medical office buildings commonly known as [Richmond Memorial Medical Office Building I, 8220
Mechanicsville Road, Mechanicsville, Virginia] [Xxxxxxx Hills Professional Buildings, 1808 and 0000
Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx] and all other structures and improvements constructed on
the Real Estate (collectively, the “Improvements”) located on the real property legally described
on Exhibits A hereto (the “Real Estate”), together with all site plans, surveys, plans and
specifications, warranties, books, records and floor plans in Seller’s or its property manager’s
possession which relate to the Real Estate or Improvements (collectively, the “Personal Property”).
The Personal Property is conveyed to the Purchaser in its “As Is, Where Is” condition, without
representation or warranty of any kind, including but not limited to its condition or fitness for
any particular purpose, provided that Seller represents that the Personal Property is owned by
Seller and is free and clear of all liens and other encumbrances.
FURTHER, Seller hereby agrees to sign, execute and deliver, or cause to be signed, executed
and delivered, and to do or make, or use good faith efforts to cause to be done or made, upon
reasonable request of the Purchaser, any and all agreements, instruments, papers, deeds, or things,
supplemental, confirmatory or otherwise, as may be reasonably required by the Purchaser for the
purpose of or in connection with acquiring or more effectually vesting in the Purchaser or
evidencing the vesting in the Purchaser of all of the right, title and interest of the Seller in
and to the Personal Property.
This Agreement may be executed in as many counterparts as may be required by the parties. It
shall not be necessary that the signature on behalf of both parties hereto appear on each
counterpart hereof, and it shall be sufficient that the signature on behalf of both parties hereto
appear on one or more such counterparts. All counterparts shall collectively constitute a single
Agreement. This Agreement shall not be effective until executed on behalf of both parties hereto.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO
THE CONDITION OF THE PERSONAL PROPERTY. THE PURCHASER HAS MADE AND HAS RELIED UPON ITS OWN
INSPECTION OF THE PERSONAL PROPERTY AND ACCEPTS IT IN “AS IS, WHERE IS” CONDITION.
G-1
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES APPEAR ON FOLLOWING PAGES]
SIGNATURES APPEAR ON FOLLOWING PAGES]
G-2
SIGNATURE PAGE
XXXX OF SALE
XXXX OF SALE
IN WITNESS WHEREOF, the Seller has caused this Agreement to be executed on its behalf by its
duly authorized representatives as of the date set forth above.
| SELLER: | ||||||||
| LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
G-3
EXHIBIT A-1 to EXHIBIT G
Legal Description
G-4
EXHIBIT A-2 to EXHIBIT G
Legal Description
G-5
EXHIBIT A-3 to EXHIBIT G
Legal Description
G-6
EXHIBIT H
Form of Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT, dated as of the ___day of , 2006, by and between
LASALLE MEDICAL OFFICE, L.L.C, a Delaware limited liability company (collectively, the “Assignor”),
and (the “Assignee”), provides:
THAT for and in consideration of the assignment made herein, the consideration received
therefor by the Assignor and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
A. Assignment. The Assignor, subject to the terms and conditions set forth herein,
hereby transfers, sets over and assigns to Assignee the following (collectively, the “Assigned
Property”):
1. Leases. All of Assignor’s right, title and interest in and to the leases,
licenses, rental agreements and other occupancy agreements with tenants (collectively, the
“Leases”) occupying all or any portion of the medical office building commonly known as [Richmond
Memorial Medical Office Building I, 8220 Mechanicsville Road, Mechanicsville, Virginia] [Xxxxxxx
Hills Professional Buildings, 1808 and 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx] and all other
structures and improvements constructed on the Real Estate (collectively, the “Improvements”)
located on the real property legally described on Exhibits A hereto (the “Real Estate”),
and any guarantees applicable thereto and all security deposits, advance rental, or like payments,
if any, held by Assignor in connection with the Leases. The Assignor excepts and reserves from the
operation and effect of this Agreement all of the right, title and interest of the Assignor in and
to the Leases up to the date hereof, including but not limited to the right to collect all rents,
reimbursements and other monetary obligations accrued unto the Assignor up to the date hereof and
yet unpaid with respect to the Leases.
2. Contracts. Assignor’s right, title and interest in all contracts related to the
Real Estate, Improvements, Personal Property or Leases to the extent assignable including, without
limitation, Seller’s interest in all of the maintenance, equipment, service, supply, construction,
commission, parking, management and other contracts and all warranties, guarantees and bonds and
other agreements relating to the Improvements, Personal Property or Leases (hereinafter defined
collectively, the “Contracts”).
3. Permits. Assignor’s interest in and to all permits, licenses, certificate of
occupancy, and governmental approvals which relate to the Real Estate, Improvements, Personal
Property, Leases, or Contracts to the extent assignable (collectively, the “Permits”).
The Assignor agrees to indemnify, defend and hold harmless the Assignee from any and all
liability, loss, damage or expense (including reasonable attorneys’ fees actually incurred) which
Assignee may incur under any of the Assigned Property which may be asserted against the
H-1
Assignee by reason of the failure of the Assignor to perform any of the terms, covenants or
agreements contained in the Assigned Property prior to the date hereof. This indemnity shall
survive for a period of sixty (60) days after the date hereof. Should Assignee fail to bring an
action against Assignor in the appropriate court of law within such sixty (60) day period, such
claim shall be irrevocably waived.
B. Assumption. Assignee hereby accepts and hereby agrees to assume Assignee’s
obligations under the Leases, the Contracts and the Permits (collectively, the “Assumed Property”).
Assignee hereby agrees to indemnify, defend and hold harmless the Assignor from any and all
liability, loss, damage or expense (including reasonable attorneys’ fees actually incurred) which
the Assignor may incur under any of the Assumed Property after the date of this Agreement by reason
of the failure of the Assignee to perform any of the terms, covenants or agreements contained in
the Assumed Property arising from and after the date hereof. This indemnity shall survive the
delivery of this Agreement.
C. Successors and Assigns. The terms and conditions of this Agreement shall be
binding upon and shall inure to the benefit of the Assignor, the Assignee and their respective
heirs, personal representatives, successors and assigns.
D. Completeness and Modification. This Agreement constitutes the entire agreement
between the parties hereto as to the transactions contemplated hereby and supersedes all prior
discussions, understandings or agreements between the parties hereto. This Agreement may be
modified only by a written instrument duly executed by the parties hereto.
E. Governing Law. This Agreement and all other instruments referred to herein shall
be governed by, and shall be construed according to, the laws of the State of Illinois, without
regard to principles of conflicts of law.
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THAT CERTAIN PURCHASE AND SALE AGREEMENT BETWEEN
ASSIGNOR AND ASSIGNEE, THE ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
ANY OF THE ASSIGNED PROPERTY ASSIGNED HEREUNDER. THE ASSIGNEE HAS MADE AND RELIED UPON ITS OWN
INSPECTION AND REVIEW OF THE LEASES AND THE CONTRACTS.
H-2
IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Agreement to be executed on
their behalf by their duly authorized representatives as of the date set forth above.
| ASSIGNOR: | ||||||||
| LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| ASSIGNEE: | ||||
| [ ] | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
X-0
XXXXXXX X-0 TO ASSIGNMENT AND ASSUMPTION AGREEMENT
Description of the Real Estate
H-4
EXHIBIT I
Tenant Notice Letter
___, 2006
Re: [Richmond Memorial Xxxxxxx Xxxxxx Xxxxxxxx X, 0000 Xxxxxxxxxxxxxx Xxxx, Xxxxxxxxxxxxxx,
Xxxxxxxx/ Xxxxxxx Hills Professional Buildings, 1808 and 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxxxxxxx] (the “Property”)
Dear Tenant:
You are hereby notified that [Hanover Lasalle Medical Office, L.L.C, a Delaware limited
liability company/ Xxxxxxx Lasalle Medical Office, L.L.C, a Delaware limited liability company]
(“Seller”), the current owner of the Property, and the current owner of the landlord’s interest in
your lease of a portion of the Property, has sold the Property to (“New
Owner”), whose address is , as of the above date. In connection with such
sale, Seller has assigned and transferred its interest in your lease and any and all security
deposits thereunder to New Owner, and New Owner has assumed and agreed to perform all of the
landlord’s obligations under your lease (including any obligations set forth in your lease to repay
or account for any security deposits, if any, thereunder) from and after such date.
Unless and until you are otherwise notified in writing by New Owner, please make all of your
payments under your lease to New Owner, at the following address:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES APPEAR ON FOLLOWING PAGE]
SIGNATURES APPEAR ON FOLLOWING PAGE]
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Very truly yours,
[HANOVER LASALLE MEDICAL OFFICE, L.L.C/ XXXXXXX LASALLE MEDICAL OFFICE, L.L.C], a Delaware limited
liability company
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
I-2
EXHIBIT J
Escrow Agreement
XXXXXXX MONEY ESCROW AGREEMENT
THIS XXXXXXX MONEY ESCROW AGREEMENT (this “Agreement”) is made and entered into this
___day of , 2006, by and among HANOVER LASALLE MEDICAL OFFICE, L.L.C, a Delaware
limited liability company and XXXXXXX LASALLE MEDICAL OFFICE, L.L.C, a Delaware limited liability
company (collectively, “Seller”), [ ] (“Purchaser”), and CHICAGO
TITLE INSURANCE COMPANY (“Escrow Agent”).
RECITALS:
WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement
dated as of [ ], 2006 (the “Purchase Agreement”), pursuant to which Seller has
agreed to sell to Purchaser Seller’s fee simple interest in the real estate and improvements
commonly known as (i) Richmond Memorial Medical Office Building I, 0000 Xxxxxxxxxxxxxx Xxxx,
Xxxxxxxxxxxxxx, Xxxxxxxx and (ii) Xxxxxxx Hills Professional Buildings, 1808 and 0000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx (collectively, the “Property”). The defined terms used in
this Agreement, unless otherwise defined herein, shall have the meanings set forth in the Purchase
Agreement.
WHEREAS, Purchaser has agreed to deliver on the date hereof as an xxxxxxx money deposit into
escrow with Escrow Agent, the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00)
(together with interest earned thereon, the (“Xxxxxxx Money Deposit”), which Xxxxxxx Money
Deposit is to be held, invested and disbursed by Escrow Agent, or paid directly to Seller, as the
case may be, in accordance with the terms and conditions of this Agreement;
WHEREAS, Escrow Agent agrees to act as escrow agent to hold, administer, invest and disburse
the Xxxxxxx Money Deposit, on the terms and conditions herein set forth.
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants
of the parties herein contained, and in further consideration of the sum of One Dollar ($1.00),
which each of the parties acknowledges as adequate and sufficient, the parties hereto agree as
follows:
1. Definitions. All terms used herein, unless otherwise herein defined, shall have
the meanings set forth in the Purchase Agreement.
2. Acknowledgment of Receipt. Escrow Agent hereby acknowledges receipt of the Initial
Xxxxxxx Money Deposit, consisting of $500,000.00, from Purchaser pursuant to the Purchase
Agreement.
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3. Administration and Investment of Xxxxxxx Money Deposit. Escrow Agent hereby agrees
to hold, administer and disburse the Xxxxxxx Money Deposit pursuant to this Agreement. Until
otherwise directed by Purchaser, Escrow Agent shall invest the Xxxxxxx Money Deposit in an
interest-bearing account with interest to accrue to the benefit of the party entitled to receive
the Xxxxxxx Money Deposit. Purchaser’s taxpayer identification number is .
4. Termination by Seller or Purchaser.
a. The Xxxxxxx Money Deposit shall be held in escrow by Escrow Agent until: (i) the closing
of the transaction contemplated by the Purchase Agreement, on which date the Xxxxxxx Money Deposit
shall be delivered to Seller, (ii) five (5) business days after Escrow Agent shall have received a
written notice sent by Seller or Purchaser to Escrow Agent and to the other party to this Agreement
(a copy of which Escrow Agent has also forwarded to the other party) stating that the Purchase
Agreement has been terminated and that the party so notifying Escrow Agent is entitled to the
Xxxxxxx Money Deposit or the proceeds thereof, following which 5-day period the Xxxxxxx Money
Deposit shall be (A) delivered to Seller, in the case of a notice from Seller stating that Seller
is entitled to the Xxxxxxx Money Deposit, or (B) delivered to Purchaser, in the case of a notice
from Purchaser stating that Purchaser is entitled to the Xxxxxxx Money Deposit, in either case
provided that within such 5-day period Escrow Agent does not receive either a notice containing
contrary instructions from the other party hereto or a court order restraining the release of the
Xxxxxxx Money Deposit or all or any part of the proceeds thereof, or (iii) Escrow Agent receives a
joint notice, executed by Seller and Purchaser, in which event Escrow Agent shall release the
Xxxxxxx Money Deposit or the proceeds thereof in accordance with the instructions therein
contained.
5. Disbursement at Closing. Subject to Paragraph 4 hereof, Escrow Agent shall, at
Closing, apply the Xxxxxxx Money Deposit to the Purchase Price to be paid by Purchaser to Seller,
in accordance with the Purchase Agreement, as jointly directed by Seller and Purchaser.
6. Escrow Agent.
a. Escrow Agent shall hold possession of and solely keep all of the Xxxxxxx Money Deposit,
subject to the terms and conditions of this Agreement, and shall deliver and dispose of the same
according to the terms and conditions hereof, and shall deal with the parties hereto in relation to
the sums so escrowed fairly and impartially according to the intent of the parties as herein
expressed, provided however that Escrow Agent is to be considered as a depository only, shall not
be deemed to be a party to any document other than this Agreement, and shall not be responsible or
liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any
written instructions, certificates or any other documents received by it, nor as to the identity,
authority or rights of any persons executing the same. Escrow Agent shall be entitled to rely at
all times on instructions given by Seller and/or Purchaser, as the case may be and as required
hereunder, without any necessity of verifying the authority therefor. Notices given by (i)
[ ], as counsel to and on behalf of Purchaser, shall be deemed given by
Seller, and (ii) Xxxxxx Xxxxxx Xxxxxxxx LLP, as counsel to and on behalf of Seller, shall be deemed
given by Purchaser, provided that in each case such notices recite the authority of such counsel to
so act.
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b. Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken
in good faith and without gross negligence. Seller and Purchaser agree to save and hold Escrow
Agent harmless from any loss and from any claims or demands arising out of its actions hereunder
and hereby agree to indemnify Escrow Agent from any claims or demands for losses arising out of its
activities hereunder, provided Escrow Agent has not violated any duty or obligation imposed
hereunder and/or breached the duty owed to either party hereunder.
c. Seller and Purchaser agree that if, as the result of any disagreement between them or
adverse demands and claims being made by any of them upon Escrow Agent, or if Escrow Agent
otherwise shall become involved in litigation with respect to this Agreement or the Purchase
Agreement, such parties agree that they, jointly and severally, are and shall be liable to Escrow
Agent and shall reimburse Escrow Agent on demand for all costs, expenses and reasonable counsel
fees it shall incur or be compelled to pay by reason of such litigation, including reasonable
compensation to Escrow Agent for time expended in connection with any such dispute or litigation.
d. In taking or omitting to take any action whatsoever hereunder, Escrow Agent shall be
protected in relying upon any notice, paper, or other document reasonably believed by it to be
genuine, or upon evidence deemed by it to be sufficient, and in no event shall Escrow Agent be
liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of
negligence or bad faith. Escrow Agent may consult with counsel in connection with its duties
hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith
and without negligence in accordance with the advice of such counsel.
7. Term of Agreement. The term of this Agreement shall be from and after the date of
this Agreement as hereinafter set forth to and including the earliest to occur of (i) the
disposition of the Xxxxxxx Money Deposit to Seller or Purchaser in accordance with the terms
hereof; (ii) the termination or cancellation of the Purchase Agreement in accordance with its
terms; or (iii) the termination hereof by written agreement of the parties hereto.
8. Notices. Any notice or other communication required or permitted to be given
hereunder shall be in writing addressed to the respective party as set forth below and may be (i)
personally served by hand delivery, (ii) sent by facsimile or telecopier, (iii) sent by overnight
courier service (e.g., Federal Express), or (iv) sent by United States certified or registered
mail, return receipt requested and postage prepaid, and shall be deemed given and effective: (a) if
hand delivered, on the date of delivery; (b) if sent by facsimile or telecopier, on the date of
transmission if before 5:00 p.m. (Eastern Standard Time) on a business day or on the first business
day after the date of transmission if after 5:00 p.m. (Eastern Standard Time) or on a non-business
day; (c) if by overnight courier service, on the first business day after delivery to such courier
service; or (d) if by United States certified or registered mail, on the third business day after
deposit in the United States mail.
| (1) If to Purchaser: | c/o LaSalle Investment Management, Inc. | |||||||
| 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx | ||||||||
X-0
| Xxxxxxxxx, Xxxxxxxx 00000 | ||||||||
| Attn: Xxxxx Xxxxx | ||||||||
| Fax: 000-000-0000 | ||||||||
| with a copy to: | Xxxxxx Xxxxxx Rosenman LLP | |||||||
| 000 Xxxx Xxxxxx Xxxxxx | ||||||||
| Xxxxxxx, Xxxxxxxx 00000-0000 | ||||||||
| Attn: Xxxxxx X. Xxxxxxx, Esq. | ||||||||
| Fax: 000-000-0000 | ||||||||
| (2) If to Seller: | ||||||||
| with a copy to: | ||||||||
| (3) If to Escrow Agent: | Chicago Title Insurance Company | |||||||
| 00 Xxxx Xxxxxxx Xxxxxx | ||||||||
| Xxxxxxxxx, XX 00000 | ||||||||
| Attn: Xxxxx Xxx | ||||||||
| Fax: 000-000-0000 | ||||||||
All parties shall have the right from time to time to designate by written notice to all other
parties any other address (or Fax number) or place where such notice, demand, or request be
addressed or telecopied.
9. Miscellaneous.
a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, representatives, successors and assigns.
b. This Agreement shall be construed and governed by the laws of the District of Columbia, and
if any provision hereof shall be deemed illegal or unenforceable, said provision shall be severed
here from and the remainder of this Agreement shall be enforced in accordance with the intentions
of the parties as herein expressed.
c. This Agreement may not be amended or altered except by an instrument in writing executed by
all the parties hereto.
d. This Agreement may be executed in facsimile counterparts, all of which taken together shall
constitute one agreement.
J-4
e. In the event of a conflict between the terms hereof and the terms of the Purchase
Agreement, the Purchase Agreement shall govern.
10. Escrow Fees. The parties hereto agree that Escrow Agent shall be entitled to
compensation for its services rendered hereunder, in accordance with its regular schedule of fees.
The fees shall be deducted from the Xxxxxxx Money Deposit at the time it is disbursed by Escrow
Agent.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES APPEAR ON FOLLOWING PAGES]
SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date and year first
above written.
| SELLER: | ||||||||
| HANOVER LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
[signatures continue on following page]
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| XXXXXXX LASALLE MEDICAL OFFICE, L.L.C., a Delaware limited liability company | ||||||||
| By: | LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member | |||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
[signatures continued on following page]
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| PURCHASER: | ||||
| [_______________________] | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ESCROW AGENT: | ||||
| CHICAGO TITLE INSURANCE COMPANY | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
J-8
EXHIBIT K
Deed Restrictions
K-1
EXHIBIT L
Parking Easement Estoppel
Estoppel Certificate
X. Xxxxxxx Xxxxxxx XX, a Delaware limited partnership, or its successor or assign (“Xxxxxxx”)
is contemplating buying the real property located in Glendale, California and known as 1808 and
0000 Xxxxxxx Xxxxxxxxx (the “Property”), as more particularly described on Exhibit A attached
hereto and made a part hereof.
B. The Property is subject to that certain Amended and Restated Parking and Easement Agreement
dated as of June 4, 2004 (the “Parking Agreement”), recorded June 4, 2004 as Document No.
00-0000000 in the Los Angeles County, California Recorder’s Office (the “Official Records”).
C. It is a condition to Xxxxxxx’x willingness to acquire the Property that Xxxxxxx Hills
Hospital, a California nonprofit public benefit corporation (the “Hospital”) confirm that the
Property is in complete compliance with the terms and provisions of the Parking Agreement.
CERTIFICATE
NOW, THEREFORE, Hospital does hereby represent and warrant as follows:
1. As of the date hereof, the Parking Agreement is in full force and effect and no amendments,
modifications, supplements or other changes are currently in effect or anticipated.
2. As of the date of this Certificate, all current assessments for the Property, including any
special reimbursement or common assessments have been paid in full.
3. The current annual assessment (or similar type of fee) applicable to the Property in
connection with the Parking Agreement is $ . The Property is paid current though
, 200_.
4. The Property is in compliance with, and not in default under, any and all requirements of
the Parking Agreement, and no conditions exist that, with the passage of time, would cause the
Property to cease to comply with the Parking Agreement.
5. Xxxxxxx LaSalle Medical Office, L.L.C., a Delaware limited liability company, as the
current owner of the Property (“LaSalle”), is not in default under any of the terms of the Parking
Agreement or any agreement between LaSalle and the Hospital relating to the Property, nor has any
event occurred, which with the passage of time or the giving of notice or both, would constitute a
default on the part of LaSalle or the Property or any agreement between LaSalle and the Hospital
relating to the Property.
6. The Hospital has no claims, counterclaims, defenses or setoffs against LaSalle under the
Parking Agreement or otherwise.
L-1
7. To the best of the undersigned’s knowledge, all permits and approvals required to operate
the Property have been obtained and the Property has complied with all conditions and requirements
of its approval at the time when it was originally constructed.
8. The person executing this Certificate on behalf of the undersigned is authorized to execute
and deliver this Certificate on behalf of the undersigned.
[Signature on following page]
L-2
IN WITNESS WHEREOF, the undersigned has executed this document as of this day of
March, 2006.
| XXXXXXX HILLS HOSPITAL, a California nonprofit public benefit corporation | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
L-3
EXHIBIT M
Condominium Estoppel
ESTOPPEL CERTIFICATE
RE:
|
Declaration of Hanover Medical Park Condominium dated November 16, 1992, and recorded March 17, 1993, in the Clerk’s Office of the Circuit Court of the County of Hanover, Virginia (the “Clerk’s Office”), in Deed Book 969, at page 1, as amended by that certain: (i) Amendment to Declaration and Bylaws dated August 6, 1993, and recorded in the Clerk’s Office, in Deed Book 1016, at page 102, (ii) Second Amendment to Declaration and ByLaws of Hanover Medical Park Condominium dated September 9, 1994, and recorded in the Clerk’s Office, in Deed Book 1090, at page 196; Release dated November 9, 1994 and recorded November 10, 1994, in the Clerk’s Office, in Deed Book 1097, at page 170 (collectively, the “Declaration”) |
Gentlemen:
The undersigned, HANOVER MEDICAL PARK CONDOMINIUM ASSOCIATION (the “Association”) is the
Association referenced in the Declaration, which Declaration established a condominium for certain
property located in Hanover County, Virginia, commonly known as 0000 Xxxxxxxxxxxx Xxxx,
Xxxxxxxxxxxxxx, Xxxxxxxx, and more particularly described on Exhibit A attached hereto (the
“Property”). (“Purchaser”) intends to acquire the Unit (as defined in the
Declaration) currently owned by Hanover LaSalle Medical Office, L.L.C., a Delaware limited
liability company (“Owner”) located on the Property and has requested this estoppel letter in
connection with such transaction and is therefore relying on its contents in connection with
acquiring Owner’s Unit.
In connection therewith, the Association certifies, represents, and warrants that, except as
otherwise stated:
1. The Declaration remains in full force and effect.
2. The Association has not received, nor has it sent to the Owner, any notice of default under
the Declaration, any rules or regulations promulgated by the Association or the Articles of
Incorporation or Bylaws of the Association, and, to the Association’s knowledge, no default exists,
and no event has occurred which, with passage of time and/or giving of notice, would result in
Owner or any other Unit owner being in default under the Declaration, any rules
M-1
or regulations promulgated by the Association or the Articles of Incorporation or Bylaws of
the Association.
3. The current amount of monthly assessment levied by the Association due from Owner is
$ , which amount has been paid in full through .
There are no required payments, reimbursement or contributions of Owner under the Declaration which
on this date are due or owing.
4. As of this date no special assessments have been levied against the Property and no special
assessments are contemplated.
5. This letter may be relied upon, and shall inure to the benefit of the Owner, Purchaser, any
lender of Purchaser and each of their respective successors and assigns, and all parties claiming
through or under such persons or any such successors or assigns, and Association acknowledges that
Purchaser is purchasing the Property in reliance on this certification.
| Very truly yours, | ||||
| Hanover Medical Park | ||||
| Condominium Association | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
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