Exhibit No. 10.93
PURCHASE CONTRACT
Aid Association for Lutherans
MedImmune, Inc.
THIS PURCHASE CONTRACT ("Agreement") made as of the
25th day of November, 1998, by and between AID
ASSOCIATION FOR LUTHERANS, a Wisconsin corporation
(hereinafter called "Seller"), and MEDIMMUNE, INC., a
Delaware corporation (hereinafter called "Purchaser");
W I T N E S S E T H, T H A T:
1. Purchase and Sale. For the consideration
hereinafter set forth, but subject to the terms,
provisions, covenants and conditions herein contained,
Seller hereby agrees to convey, and Purchaser hereby
agrees to pay for:
(a) the land (the "Land") situated in
Xxxxxxxxx County, Maryland, described in APPENDIX 1
attached hereto and made a part hereof for all purposes,
together with all buildings and other improvements
situated thereon (collectively, the "Improvements"), all
fixtures and other property affixed thereto
(collectively, the "Fixtures"), all of Seller's estate,
right, title and interest under all leases, rental, and
tenancy agreements with tenants of the Land, the
Improvements, or both (collectively, the "Leases"), and
all of Seller's rights and appurtenances (collectively,
the "Benefits") pertaining to the Land, including all of
Seller's estate, right, title and interest in and to
adjacent streets, alleys, rights-of-way, and parking
areas; and
(b) all of Seller's estate, right, title and
interest in and to all equipment, machinery, furniture,
inventory and other personal property (collectively, the
"Personalty") situated on or in the Land or Improvements,
or used or acquired for use in the ownership, operation,
management or maintenance of all existing businesses
located upon the Land.
The Land, the Fixtures, the Improvements, the Leases, the
Benefits, and the Personality are herein called the
"Property".
2. Purchase Price. The purchase price to be paid
to Seller by Purchaser for the Property is Three Million
Two Hundred Forty Thousand and No/100 Dollars
($3,240,000.00).
3. Xxxxxxx Money Deposit: Contemporaneously
with the execution hereof, Purchaser has deposited with
Landmark Title Corporation located at 0000 X. Xxxxxx,
X.X. Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X.
Xxxxxxxxx, Esq., (the "Escrow Agent") the sum of Fifty
Thousand and No/100 Dollars ($50,000.00) (such amount,
together with interest earned thereon, hereinafter called
the "Xxxxxxx Money") to be held in an FDIC insured
interest bearing escrow account. Purchaser and Seller
agree that upon execution of this Agreement, the Xxxxxxx
Money will become non-refundable and earned by Seller at
4:00 PM CST on December 28, 1998, subject to the material
breaches described in Paragraph 4 hereof.
Escrow Provisions.
(A) Release of the Xxxxxxx Money. Except as
otherwise provided herein, the Escrow Agent shall hold
the Xxxxxxx Money until the earlier of the following:
(i) One (1) business day following
receipt by the Escrow Agent, prior to December 28, 1998,
of a copy of the notice delivered by Purchaser to Seller
stating that Purchaser has elected to terminate this
Agreement prior to 4:00 PM EST on December 28, 1998 and
that Purchaser requests return of the Xxxxxxx Money, at
which time the Escrow Agent shall return the Xxxxxxx
Money to Purchaser;
(ii) Ten (10) days following receipt by
the Escrow Agent of a certificate (the "Seller's
Certificate") executed in good faith by Seller to the
effect that (a) the Closing has not been effected by the
Closing Date solely as a result of Purchaser's material
breach of it's obligations under this Agreement, and (b)
notice of said Seller's Certificate has been delivered to
Purchaser, at which time the Escrow Agent shall, unless
on or before such date the Escrow Agent has received a
certificate (a copy of which shall be provided by
Purchaser to Seller) executed in good faith by Purchaser
contesting the statement contained in the Sellers'
Certificate, release and deliver the Xxxxxxx Money to
Seller, together with all interest accrued thereon;
(iii) Ten (10) days following receipt
by the Escrow Agent of a certificate (the "Purchaser's
Certificate") executed in good faith by Purchaser to the
effect that (a) the Closing has not been effected by the
Closing Date as a result of Seller's material breach of
it's obligations under this Agreement or failure of a
closing condition, and (b) notice of said Purchaser's
Certificate has been delivered to Seller, at which time
the Escrow Agent shall, unless on or before such date the
Escrow Agent has received a certificate (a copy of which
shall be provided by Seller to Purchaser) executed in
good faith by Seller contesting the statements contained
in Purchaser's Certificate, release and deliver the
Xxxxxxx Money to Purchaser, together with all interest
accrued thereon;
(iv) An event set forth in Section 4(B)
hereof, whereupon the Escrow Agent shall release and
deliver the Xxxxxxx Money as contemplated in such Section
4(B).
(v) The Closing Date, at which time the
Xxxxxxx Money shall be delivered to Seller, together with
all interest accrued thereon.
(B) Objection to Certificate.
(i) In the event that Purchaser objects
to Seller's Certificate or Seller objects to Purchaser's
Certificate as provided in Subsections 4(A) (ii) or (iii)
above, then unless Purchaser and Seller resolve
completely such dispute within thirty (30) days from the
date of such objection and within that period advise the
Escrow Agent by joint written notice from Purchaser and
Seller of the resolution of such dispute and of the
disposition to be made by the Escrow Agent of the Xxxxxxx
Money (in which event the Escrow Agent shall release and
deliver the Xxxxxxx Money in accordance with such written
notice), then such dispute shall be resolved, upon the
initiation by any party hereto in an appropriate
proceeding, by an appropriate court. Furthermore, any of
the parties hereto may request that the Escrow Agent
tender the Xxxxxxx Money to the court in which such
proceeding has been commenced and, provided that such
court is authorized by applicable law to receive such
tender and consents thereto (if such consent is
necessary), the Escrow Agent shall tender the Xxxxxxx
Money to such court. The Escrow Agent shall thereby be
released from all further liability with respect to this
Agreement or the Xxxxxxx Money. In the event no such
request to tender the Xxxxxxx Money to such a court is
made or the court is not authorized or refuses to accept
such tender, the Escrow Agent shall continue to hold the
deposit until a final non-appealable judgment by the
appropriate court is rendered (in which event the Escrow
Agent shall release and deliver the Xxxxxxx Money in
accordance with such judgment), or until the Escrow Agent
receives joint written notice from Purchaser and Seller
advising the Escrow Agent of the resolution of such
dispute and instructing the Escrow Agent of the
disposition to be made of the Xxxxxxx Money, in which
event the Escrow Agent shall release and deliver the
Xxxxxxx Money in accordance with such written notice.
(ii) All reasonable costs and expenses
incurred or sustained by Purchaser and Seller (including,
without limitation, all of such parties' reasonable
attorneys' fees) relating to the litigation of any
dispute as provided in subsection 4(B)(i) above shall be
entirely borne by and paid for by the party or parties
against whom judgment is rendered.
(C) Provisions Regarding Escrow Agent.
(i) The duties and obligations of the
Escrow Agent shall be determined solely by the express
provisions of this Agreement and the Escrow Agent shall
not be liable except for the performance of such duties
and obligations as are specifically set out in this
Agreement. Escrow Agent shall be fully protected in
acting on or relying upon any written advise,
certificate, notice, direction, instruction, request, or
other paper or document which the Escrow Agent in good
faith believes to be genuine and to have been signed or
presented by the proper party or parties, and may assume
that any person purporting to give advise, certificate,
notice, direction, instruction or request or other paper
or document has been duly authorized to do so.
(ii) The Escrow Agent shall be fully
protected in acting on or relying upon any written
advice, certificate, notice, direction, instruction,
request, or other paper or document which the Escrow
Agent in good faith believes to be genuine and to have
been signed or presented by the proper party or parties,
and may assume that any person purporting to give advise,
certificate, notice direction, instruction or request or
other paper or document has been duly authorized to do
so.
(iii) The Escrow Agent shall not be
liable for any error of judgment, or for any act done or
step taken or omitted by it in good faith or for any
mistake in fact or law, or for anything which it may do
or refrain from doing in connection herewith, except its
own gross negligence or willful misconduct.
(iv) The Escrow Agent may seek the advice
of legal counsel in the event of any dispute or question
as to the construction of any of the provisions of this
Agreement or its duties hereunder, and it shall incur no
liability and shall be fully protected in respect of any
action taken, omitted or suffered by it in good faith in
accordance with the opinion of such counsel. If a
controversy arises between one or more parties hereto, as
to whether or not or to whom the Escrow Agent shall
deliver the Xxxxxxx Money or any portion thereof or as to
any other matter arising out of or relating to this
Agreement or the Xxxxxxx Money, the Escrow Agent shall
not be required to determine such controversy and need
not make any delivery of the Xxxxxxx Money or any portion
thereof but may retain the Xxxxxxx Money without
liability to anyone until the rights of the parties to
the dispute shall have been finally resolved by mutual
agreement, or by order, judgment or decree, accompanied
by an opinion of counsel of the party requesting release
of the Xxxxxxx Money to the effect that such order,
judgment or decree represents a final adjudication of the
rights of the parties by a court of competent
jurisdiction of the United States of America and the time
for appeal thereof, if any has expired without an appeal
thereof having been noticed, filed or perfected, and the
Escrow Agent shall be under no duty whatsoever to
institute or defend any such proceedings. The Escrow
Agent shall be entitled to assume that no such
controversy has arisen unless it has received conflicting
written notices from the parties to this Agreement or a
written notice form any person that such a controversy
has arisen which refers specifically to this Agreement
and identifies by name and address the adverse claimants
to the controversy.
(v) Seller and Purchaser will jointly and
severally reimburse and indemnify the Escrow Agent for,
and hold it harmless against, any loss, liability or
expense, including, without limitation, reasonable
attorneys' fees, incurred without bad faith, willful
misconduct or gross negligence on the part of the Escrow
Agent or its employees and arising out of or in
connection with its acceptance of, or the performance of
its duties and obligations under, this Agreement as well
as the costs and expenses of defending against any claim
or liability arising out of or relating to this
Agreement.
(vi) The Escrow Agent hereby accepts its
appointment and agrees to act as the Escrow Agent under
the terms and conditions of this Agreement.
5. Good, Insurable and Indefeasible Title. On the
Closing Date (hereinafter defined) Seller will have and
will convey to Purchaser the Property by Special Warranty
Deed warranting against and agreeing to defend against
anyone lawfully claiming by, through, or under Seller.
Such conveyance shall be made subject to the Permitted
Exceptions (see APPENDIX 2).
6. Survey. Within fifteen (15) days after a title
commitment has been issued, Purchaser, at Purchaser's
expense, shall cause to be certified to Purchaser and the
title company, an as-built survey certified substantially
in conformity with APPENDIX 3 (the "Survey"). If the
Survey does not meet the certification of Appendix 3
Purchaser shall give written notice detailing the
specific failure within five business (5) days of receipt
of the Survey. Seller will then cause the surveyor to
remedy the deficiency.
7. Owner's Title Policy Commitment. Within ten
(10) days after the effective date of this Agreement,
Seller shall cause, at Purchaser's expense, Chicago Title
to issue and actually deliver a Commitment for Title (the
"Title Commitment") to Purchaser, accompanied by true and
legible copies of all recorded instruments creating or
evidencing encumbrances against all or part of the
Property and committing the title company to furnish the
Title Policy (ALTA Form B) to Purchaser at Closing. The
Title Policy shall be in the amount of the Purchase
Price. If any encumbrance or other matters referred to
in the Title Commitment are reasonably unacceptable to
Purchaser, Purchaser shall give written notice to Seller
on or before five (5) days after the date of Purchaser's
receipt whereupon Seller may, but shall not be obligated
to cure the same; provided, however, Seller shall be
obligated to satisfy any liens encumbering the Property
which have arisen by, through or under Seller or which
are created after the effective date of this Agreement.
At the time of closing, Seller shall have the right to
use the proceeds of sale to satisfy any existing liens.
In the event Seller is unable to cure such objectionable
matters on or before the expiration of five (5) business
days thereafter, Purchaser may elect to either (a)
terminate this Agreement whereupon all Xxxxxxx Money
(hereinafter defined) shall be refunded to Purchaser and
neither party hereto shall have any further rights,
duties or obligations one to the other hereunder or (b)
waive such uncured objections and proceed to Closing
without reduction in the Purchase Price. All matters
approved by Purchaser pursuant hereto are herein referred
to as the "Permitted Exceptions".
8. Inspection. From the date hereof until 4:00 PM
CST on December 28, 1998, Purchaser, its agents,
contractors and employees shall have the right, subject
to the rights of tenants in possession, to enter the
Property to conduct such studies, tests, inspections and
analysis as Purchaser deems advisable or necessary.
Purchaser acknowledges to Seller that Purchaser is an
astute investor and having completed such due diligence
investigation as Purchaser has seen fit, approves all
matters relating to the inspection of the Property and
shall accept the Property on the closing date in its "as
is" condition without any warranty as to the Property's
physical or financial condition except as set forth
herein. Seller agrees to cooperate with Purchaser in
such efforts. Copies of any analysis, studies, reports,
test results, or other documentation given to Purchaser
by Seller will be returned to Seller should this
Agreement be terminated for any reason other than as a
result of a default by Seller. Purchaser shall have an
absolute right to terminate this Agreement with or
without cause and without recourse or forfeiture of any
Xxxxxxx Money up to 4:00 PM CST on December 28, 1998.
9. Covenants of Seller. Seller covenants and
agrees with Purchaser that, between the date hereof and
the date of Closing (both dates inclusive):
(a) Immediately upon obtaining knowledge of
the institution of any proceedings for the condemnation
or other taking of the Property, or any portion thereof,
by exercise of the power of eminent domain, Seller will
notify Purchaser of the pendency of such proceedings. If
any such proceedings are commenced, Purchaser shall have
twenty (20) days after receipt of Seller's written notice
or notices specifying the exact description of the
portions of the Property to be taken to elect to
terminate this Agreement by giving written notice to
Seller, and, if and to the extent required to permit such
full 20-day election period, the Closing Date shall be
automatically extended. Unless Purchaser duly exercises
such termination option, Seller shall enter into no
settlement agreement with the condemning authority
without first obtaining Purchaser's approval thereof and
all proceeds of condemnation or conveyance in lieu of
condemnation shall be assigned to Purchaser at Closing.
(b) Without the prior written consent of
Purchaser, Seller will not create, place or permit to be
created or placed, or through any act or failure to act,
acquiesce in the placing of, or allow to remain, any deed
of trust, mortgage, security interest, encumbrance,
charge or voluntary or involuntary lien (other than
unrecorded liens for routine repairs which will be
satisfied by Seller prior to Closing), whether statutory,
constitutional or contractual, against any part of the
Property (except for liens for ad valorem taxes on the
Property which are not delinquent and the lien of any non-
delinquent governmental assessment for public
improvements).
(c) Seller agrees forthwith to furnish to
Purchaser a true and correct rent roll of the Property,
dated currently, and listing the name of the tenant(s),
the termination date of the lease agreement(s) (including
any renewal options), the amount of monthly rent, the
amount of any security deposit(s), the date and amount of
the last rent increase (or decrease) and whether there is
any rent or other balances past due. All rent deposits,
security deposits in the Seller's possession, advance
rent deposits, prepaid rent and other similar sums in
respect of the Leases will be shown on the rent roll and
will be identified and disclosed and will be delivered or
credited to Purchaser at the Closing. All defaults and
delinquencies, if any, known, to Seller as of the Closing
Date will be disclosed to Purchaser by Seller.
(d) Seller will deliver possession of the
Property at the Closing free of any contract or agreement
with any employee, manager, agent, independent contractor
or other person or entity for the furnishing of any goods
or services (including, but not limited to, management
and lease brokerage services) under which Purchaser or
his successors or assigns might be held bound except only
those contracts, if any, which Purchaser agrees in
writing to assume; and Seller, at its expense, will pay
and discharge all obligations under all such contracts or
agreements as exist to the date of Closing. Seller
agrees to indemnify Purchaser against all such contracts
and agreements and all claims arising under any of them
except only to the extent, if any, Purchaser assumes in
writing obligations accruing under any such contracts
from and after Closing. Seller agrees to indemnify and
hold Purchaser harmless against any claim that Purchaser
is obligated or liable for the payment or performance of
any obligations under any contract or agreement entered
into by Seller in anyway in respect of the ownership,
operation or maintenance of the Property except only to
the extent, if any, that Purchaser assumes same in
writing.
(e) Seller will not enter into any new
agreements or commitments including leases and renewals
for the Property (except continued routine maintenance
and repair) affecting the Property without prior notice
to and approval of Purchaser.
(f) Seller will deliver possession of the
Property to Purchaser at Closing in the same condition as
it exists on the date of this Agreement, ordinary wear
and tear only excepted.
(g) Seller agrees to allow Purchaser the right
to contact the tenants at the Property for the purpose of
attempting to obtain Estoppel certificates from tenants
listed on the rent roll prior to Closing. Seller, as a
condition of Closing however, will not be obligated to
provide Estoppel certificates from tenants to Purchaser.
10. The Closing. The closing (the "Closing") of
this transaction shall take place in escrow at the office
of the Escrow Agent on or before December 31, 1998,
hereinafter called the "Closing Date". The parties shall
endeavor to preclose the transaction on the business day
prior to the Closing Date. Seller and Purchaser may
elect to close the transaction on an earlier date by
mutual written agreement.
At the Closing:
A. Seller shall satisfy the following
conditions:
(1) Deliver to Purchaser a duly executed
and acknowledged Special Warranty Deed (the "Deed") in
the form of Appendix 5 attached hereto, and a duly
executed and acknowledged xxxx of sale (the "Xxxx of
Sale") in the form of Appendix 6 attached hereto;
(2) Pay for and deliver to Purchaser the
Title Policy in the amount of the Purchase Price issued
by the title company, insuring that Purchaser owns fee
simple title to the Land, subject to no exceptions or
encumbrances other than the Permitted Exceptions;
(3) Deliver to Purchaser any Leases
affecting the Property in Seller's possession. (Seller
will not be liable for any Leases or pages of Leases not
actually received by Seller).
(4) Deliver to Purchaser an assignment of
the Leases in the form of Appendix 7 attached hereto;
(5) Accord to Purchaser a credit against
the Purchase Price equal to all tenant deposits which
were actually paid to or received by Seller in
satisfaction of any obligation of Seller to transfer such
deposits to Purchaser (Seller will not be liable for any
security deposit not actually received by Seller);
(6) Deliver to Purchaser original letters
to all tenants of the Property, signed by Seller (or its
duly authorized agent), stating that the Property has
been purchased by Purchaser and that all future rent is
to be paid to Purchaser;
(7) Deliver to Purchaser all keys to all
doors on the Property that Seller may have in its
possession;
(8) Pay Seller's share of the items to be
prorated at Closing, as specified below, and Seller's
closing costs;
(9) Pay one-half of any officials fees
and documentary stamps on the deed, transfer taxes or
taxes on intangibles, and escrow charges, if any;
(10) Deliver to Purchaser a Nonforeign
Certificate pursuant to the IRC Section 1445.
B. Provided that Seller fulfills at Closing
each of the foregoing conditions precedent listed above
to Purchaser's obligations listed below, Purchaser shall:
(1) Pay to Seller the Purchase Price less
credits and Xxxxxxx Money.
(2) Pay Purchaser's share of the items to
be prorated at Closing, as specified below, and
Purchaser's closing costs.
Pay one-half any documentary stamps on the deed,
transfer taxes or taxes on intangibles, and escrow fee
charges, if any.
(4) Pay one-half any official fees for
the filing and recording of Seller's deed.
C. The following prorations and other matters
shall be made and accomplished:
(1) Rents under all Leases shall be
prorated as of the Closing Date. Provided, however, that
past due rents shall not be prorated at Closing.
Purchaser shall have no obligation to collect any rents
or other charges due under the leases of the Property
attributable to the period prior to the Closing:
provided, however, that if Purchaser receives any such
past due rents or other charges applicable to the period
prior to the Closing, Purchaser shall promptly turn the
same over to Seller. All past due rents collected after
Closing shall first be applied to amounts due Purchaser.
(2) Property taxes for the year of
Closing shall be prorated as of the Closing Date. If the
actual amount of any such tax or maintenance fee is not
available at Closing, then an estimated proration shall
be made based upon the previous year's amounts.
Purchaser will be responsible for any and all property
taxes, special assessments or reassessments of the
Property levied by an federal, state, or municipal
governing authorities after the date of Closing.
(3) Each party shall be responsible for
the payment of its or his own attorneys' fees incurred in
connection with the transaction contemplated by this
Agreement, subject, however, to the provisions of Section
12 of the Agreement.
(4) All utilities services furnished to
the Property and not directly paid for by the tenants
shall be prorated as of the Closing Date, based upon the
utilities bills for the immediately preceding billing
period and meter readings taken within five (5) days
prior to the Closing Date. All utility services will be
put in the name of the Purchaser at the time of closing.
D. The obligations of Purchaser under this
Agreement are subject to the satisfaction on or before
the Closing Date, of each of the following conditions:
The representations and warranties of Seller
contained in this Agreement shall be true on the Closing
Date with the same effect as if they were made on and as
of the Closing Date, except as affected by transactions
contemplated hereby.
(2) Seller shall have performed all of
its obligations and agreements and complied with all of
its covenants contained in this Agreement to be performed
and complied with by it on or before the Closing Date.
(3) To be best of Seller's knowledge,
there are no laws or environmental laws, and there shall
be no proceeding pending before a court or administrative
agency of competent jurisdiction, which in the reasonable
judgment of Purchaser may result in a judgment or order
which enjoins, restrains, makes illegal or prohibits
consummation by the parties of the transactions
contemplated hereby or restricts or reduces in a material
way the operation or value of the Property.
(4) From the date hereof until the
completion of the Closing, there shall have been no
material adverse change in the Property or its occupancy
or operation.
(5) The Title Company shall have issued
coverage with respect to the Property, in the amount of
the Purchase Price, on the ALTA Form B form insuring fee
simple title.
(6) Seller shall provide Purchaser with
the documents listed in Paragraph 10(A) and 10(B) in form
reasonably satisfactory to Purchaser.
11. Litigation costs. Should either Seller or
Purchaser bring legal proceedings permitted hereunder
against the other to enforce the terms and provision of
this Agreement, the party in whose favor final judgment
is entered by the court in such proceedings shall be
entitled to recover against the other party the
attorneys' reasonable fees and expenses incurred by the
prevailing party in such proceedings.
12. Seller's Representations and Warranties.
Seller represents and warrants to Purchaser as follows:
(a) The execution and delivery by Seller of
this Agreement and said documents and their consummation
has been duly authorized by Seller, will not be in
conflict with any agreement or instrument to which Seller
is a party which would cause or result in the creation or
imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the Property or affect the
ability of Seller to carry out its obligations under this
Agreement.
(b) Seller is a corporation, duly organized,
validly existing and in good standing under the laws of
its jurisdiction of organization or incorporation,
authorized or licensed to do business in which the
Property is located, and has all requisite power and
authority, licenses and franchises to own and operate the
Property.
(c) To the best of Seller's knowledge, the
Land and Improvements are free from any use or occupancy
restrictions which restrict or prevent the present and
continued current use on and after the Closing Date of
the Property and no proceedings are pending or threatened
to change, redesignate or redefine the zoning
classification or use status of the Property.
(d) With respect to the Property, and except
for the matters listed in Schedule 12(d), Seller is not a
party to, nor is Seller bound or affected by, nor is the
Property subject to, any
(i) license agreement, assignment or
contract;
(ii) agreements for the purchase or sale
of goods or services; and
(iii) management, maintenance, agency,
leasing, service, security or any other agreement,
contract, arrangement or understanding related to the
Property.
All management and service contracts shall be
terminated by Seller prior to closing at no cost or
expense to Purchaser.
(e) To the best of Seller's knowledge, there
is no claim, suit, proceeding, arbitration, investigation
or inquiry pending before any federal, state, municipal,
foreign or other court or governmental, administrative or
self-regulatory body or agency or any private arbitration
tribunal, threatened against, relating to or affecting
the Property or the transaction contemplated by this
Agreement.
(f) To the best of Seller's knowledge, there
are no condemnation or eminent domain pending or
threatened and Seller has made no commitments therefor
and has received no notice, oral or written, of the
desire of any public authority or other entity to take or
use the Property for easements, rights-of-way or other
public or quasi-public purposes or for any other use
whatsoever.
(g) Except as set forth in the Leases, there
are no leasing commission or locator fees due or owing
which affect the Property on the Closing Date.
(h) To the best of Seller's knowledge, Seller
and its agents, contractors, consultants, lessees and
predecessors have obtained all permits, licenses and
other authorizations and have provided all notifications
and reports which are or were required under
environmental laws affecting the Property.
(i) To the best of Seller's knowledge, Seller
and its agents, consultants, and lessees are in
compliance with all terms and conditions of such required
permits, licenses and authorizations, and are in
compliance with all environmental laws affecting the
Property.
(j) To the best of Seller's knowledge, Seller
and its agents, contractors, consultants and lessees have
not received notice of, and are not aware of, any civil,
criminal or administrative action, suit, demand, claim,
hearing, notice of violation, investigation, proceeding
demand letter, or potentially responsible party letter,
pending or threatened against or relating in any way to
the environmental laws affecting the Property.
(k) To the best of Seller's knowledge all
leases and tenancies (including any subleases) to which
the Property is subject (collectively, the "Leases") are
set forth under APPENDIX 8. Except as shown on APPENDIX
8, no leases or tenancies shall encumber the Property on
the Closing Date nor shall any person or entity have any
other rights of use or possession to the Property on the
Closing Date. Each of the Leases are in full force and
effect, in accordance with its terms and has not been
modified, amended or extended. To the best of Seller's
knowledge, none of the tenants is in monetary default
(beyond any applicable grace period provided by the
Leases), nor, in default in the performance or observance
of any of the non-monetary terms, covenants or conditions
to be kept, observed or performed by it under the Leases.
13. Real Estate Commissions and Finder's Fees.
Seller shall be responsible for payment of a real estate
commission per a separate agreement with Xxxxx Xxxxxxx
(agent on behalf of the Seller) and Xxxxxx Partners, Inc.
(agent on behalf of the Purchaser) payable upon close out
of escrow in respect to this transaction. Seller will
not be responsible for any other real estate commission
in respect to this transaction. Seller and Purchaser
warrant to each other that, to the best of their
respective knowledge, no other brokers were involved in
this transaction.
14. Casualty. In the event the Improvements should
be damaged by any casualty prior to Closing, the
Purchaser shall, within ten business (10) days following
the receipt of the notice give the Seller notice that it
is either proceeding to close or terminating this
Agreement. Failure of Purchaser to give Seller such
notice shall be deemed to be a decision by Purchaser to
proceed to closing. All insurance proceeds paid or
payable to Seller shall be delivered or assigned, as the
case may be, to Purchaser at closing.
15. Notice. Any notice or communication required
or permitted hereunder shall be given in writing, and may
be given by mailing same by United States mail, postage
prepaid, registered or certified mail, or by prepaid
telegram (provided that such telegram is confirmed by
mail in the manner previously described), or by fax
addressed as follows:
IF TO SELLER:
Aid Association for Lutherans
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. XxXxxxxxx
Fax No. (000) 000-0000
with a copy to:
Xxxxxxx X. XxXxxx, Esq.
King and Nordlinger
0000 X. Xxxxxxx Xxxxx,
Xxxxx 000
Xxxxxxxxx, XX 00000
Fax No. (000) 000-0000
IF TO PURCHASER:
MedImmune, Inc.
00 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx XxXxxx
Fax No. (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxxxxxx, Esq.
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Fax No. (000) 000-0000
IF TO ESCROW AGENT:
Landmark Title Corporation
0000 X. Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxxxx
Fax No. (000) 000-0000
or to such other address or in care of such other person
as hereafter shall be designated in writing by the
applicable party. Any such notice or communication shall
be deemed to have been given (a) on the date actually
received by the party for whom intended, (b) as of the
date of delivery or attempted delivery at the address and
in the manner provided in the preceding sentence or (c)
three (3) days after mailing in accordance with the
provisions of the preceding sentence, which ever occurs
first.
16. Section Order and Headings. The Section order
headings contained in this Agreement are for convenience
only and shall in no way enlarge or limit the scope of
meaning of the various and several Sections hereof, or be
referred to in interpreting the meanings of the
provisions of this Agreement.
17. Complete Agreement. This Agreement embodies
the complete agreement between Seller and Purchaser and
cannot be varied except by the written agreement of the
parties.
18. Applicability. The terms and provisions of
this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.
19. Time. Time is of the essence of this
Agreement. This Purchase Contract together the Xxxxxxx
Money must be executed by Escrow Agent and Purchaser
without modification and received by Escrow Agent on or
before 4:00 PM EST on November 30, 1998 or this Purchase
Contract will be null and void.
20. Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of each of the
parties hereto and to their respective transferees,
successors and assigns. Notwithstanding the foregoing,
Seller hereby consents to an assignment of this Agreement
by Purchaser to a limited liability company to be formed
of which the Purchaser will be the general partner of one
of the members, and one or more of its offers will be the
managers for the limited liability company.
21. Applicable Law: This Agreement shall be
construed in accordance with and governed by the laws of
the State of Maryland.
22. Gender. Within this Agreement, words of any
gender shall be held and construed to include any other
gender, and words in the singular number shall be held
and construed to include the plural, unless the context
otherwise requires.
23. Survival. The representations and warranties
set forth in this Agreement shall not be merged with the
Deed or the Xxxx of Sale but shall survive the Closing
for a period of eighteen (18) months.
24. Severability. If any provision of this
Agreement is determined by a court of competent
jurisdiction to be illegal or unenforceable, then each
such provision shall be severed from this Agreement and
deemed excised herefrom, and the remainder of this
Agreement shall be enforced in accordance with its terms,
without regard to such provision so severed.
IN WITNESS WHEREOF, this Agreement is executed in
multiple originals by Seller and Purchaser as of the date
first above written.
SELLER: PURCHASER:
AID ASSOCIATION FOR LUTHERANS, MEDIMMUNE, INC.
a Wisconsin corporation a Delaware corporation
BY: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Vice President Title: President
Mortgage and Real Estate
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Assistant Secretary
ESCROW AGENT:
LANDMARK TITLE INSURANCE CORPORATION
BY: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: President
