FORM OF ASSET TRANSFER AGREEMENT
This ASSET TRANSFER AGREEMENT (the "Agreement"), dated as of
August ___, 1997, is made by and between ______________________________________,
("Transferor"), and PAN PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation
("Transferee").
RECITALS
A. Transferor is the owner of certain real property in the State
of ____________, commonly known as "______________" (hereinafter, the
"Property").
B. For purposes of this Agreement, the term "Assets" shall mean all
of Transferor's right, title and interest in and to the business, properties,
assets and rights of any kind, whether tangible or intangible, real or personal,
including, without limitation, (i) those assets relating to, or used or useful
in connection with, the Property, (ii) all of Transferor's right, title and
interest in the Property itself, (iii) all personal property relating thereto
and/or used in the operation thereof (the "Personal Property"), and (iv) all
leases and other occupancy agreements of the Property, or any portion thereof
(collectively, the "Leases"), but EXCLUDING any and all net operating loss
carryforwards held by Transferor.
C. For purposes of this Agreement, the term "Liabilities" shall mean
any direct or indirect liability, indebtedness, obligation, commitment, expense,
claim, deficiency, guaranty or endorsement of or by Transferor of any type,
whether accrued, absolute, contingent, matured, unmatured or otherwise.
D. Upon the terms and subject to the conditions of this Agreement,
Transferor desires to transfer and assign to Transferee all of the Assets and
Liabilities in exchange for ____ shares of common stock par value $.01 (the
"Stock") of Transferee, and Transferee desires to accept all of the Assets and
assume all of Transferor's Liabilities.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. TRANSFER OF ASSETS. Upon the terms and subject to the conditions
herein, at the Closing (as defined below), Transferor will sell, convey,
transfer, assign and deliver to Transferee, and Transferee will acquire from
Transferor, the Assets.
2. ASSUMPTION OF LIABILITIES. Upon the terms and subject to the
conditions contained herein, at the Closing, Transferee shall assume all of the
Liabilities of Transferor.
3. STOCK CONSIDERATION. At the Closing, upon the terms and subject
to the conditions set forth herein, Transferee shall deliver to Transferor, for
the sale, transfer, assignment, conveyance and delivery of the Assets provided
for in Paragraph 1 above, the Stock.
4. CLOSING. The Closing of the transactions contemplated herein
(the "Closing") shall be held at 9:00 a.m. local time on August ___, 1997 or at
such other time as is mutually agreed upon by the parties hereto (the "Closing
Date") at the offices of Pan Pacific Development (U.S.) Inc., 0000-X Xxxxx
Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxxxx, unless the parties hereto otherwise agree.
5. CONVEYANCE AT CLOSING. To effect the transfer referred to in
Section 1 hereof, Transferor will, at the Closing, execute and deliver to
Transferee:
(a) one or more Deeds, in the form attached hereto as EXHIBIT A,
conveying good and marketable fee simple title to the Property to Transferee or
its designee;
(b) one or more Bills of Sale and Assignment, in the form
attached hereto as EXHIBIT B, conveying all of Transferor's Personal Property
included in the Assets;
(c) an Assignment of Leases in the form attached hereto as
EXHIBIT C, assigning to Transferee all of Transferor's interest in the Leases
with respect to all of the Leases;
(d) all cash and cash equivalents of Transferor;
(e) any and all security deposits held by Transferor in
connection with the Leases; and
(f) such other instruments as shall be requested by Transferee
to vest in Transferee title in and to the Assets in accordance with the
provisions hereof.
6. FURTHER DOCUMENTS AND ACTS. Each of the parties hereto agrees to
cooperate in good faith with each other, and to execute and deliver such further
documents and to perform such other acts as may be reasonably necessary or
appropriate to consummate and carry into effect the transactions contemplated
under this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this instrument as of
the date first set above.
"TRANSFEROR" "TRANSFEREE"
PAN PACIFIC RETAIL PROPERTIES,
INC., a Maryland corporation
By: By:
----------------------------------- ------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer and
President
By:
------------------------------
Xxxxx X. Xxxxxx
Secretary
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EXHIBIT A
FORM OF DEED
A-1
EXHIBIT B
XXXX OF SALE AND ASSIGNMENT
THIS XXXX OF SALE AND ASSIGNMENT (the "Xxxx of Sale and Assignment")
is made as of this ____ day of August, 1997, by and between __________________,
("Transferor"), and PAN PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation
("Transferee"). All capitalized terms used herein but not specifically defined
herein shall have the meanings given to such terms in that certain Asset
Transfer Agreement dated of even date herewith (the "Agreement"), by and between
Transferor and Transferee.
RECITALS
A. Transferor is the owner of certain real property located in the
State of ______, commonly known as "______________" (hereinafter, the
"Property"). Transferor is also the owner of certain Personal Property (as
defined below) relating to or used in connection with the Property.
B. Pursuant to the Agreement, Transferor desires to transfer and
assign to Transferee and Transferee desires to accept all of Transferor's right,
title and interest in and to the Property and any Personal Property.
C. In order to perfect the transfer and vesting of the Personal
Property to and in Transferee and in order that Transferee shall be in
possession of an instrument evidencing the same, as set forth more fully herein
and in the Agreement, Transferor and Transferee have made this Xxxx of Sale and
Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt of
sufficiency of which are hereby acknowledged, Transferor and Transferee hereby
agree as follows:
1. TRANSFER AND ASSIGNMENT OF PERSONAL PROPERTY. Effective as of
the date hereof, Transferor hereby grants, assigns, transfers, conveys and
delivers to Transferee, absolutely and unconditionally, all right, title and
interest of Transferor, if any, in and to any and all personal property of every
kind and nature located at, upon or about, or affixed or attached to, or
installed in the Property, or used or to be used in connection with or
incorporated into or otherwise relating to the Property or its ownership,
operation, leasing, use or development (collectively, the "Personal Property").
Without limiting the generality of the foregoing, the Personal Property shall
include the following:
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a. all equipment, machinery, fixtures, and other items of
personal property, including all components thereof located in, on or used
in connection with and permanently affixed to or incorporated into the
Property, including all furnaces, boilers, heaters, electrical equipment,
heating, plumbing, lighting, ventilating, refrigerating, incineration, air
and water pollution control, waste, disposal, air-cooling, and air-
conditioning systems, apparatus, sprinkler systems, fire and theft
protection equipment, and built-in oxygen and vacuum systems, to the extent
any such items are not transferred to Transferee pursuant to the Deed (as
defined in the Agreement) being executed and delivered by Transferor to
Transferee concurrently herewith;
b. all furniture, furnishings, movable walls or partitions,
computers, trade fixtures or other tangible personal property (other than
consumable inventory and supplies), used or useful in the business
conducted at the Property, including all replacements, modifications,
alterations, additions and substitutes therefor, in each case to the extent
owed by Transferor; and
c. any and all licenses and permits, blueprints, plans and
specifications (including final and complete "as builts"), maps, plats,
surveys, drawings, guaranties, letters of credit, warranties, development
agreements and other rights issued, made, received or given in connection
with the ownership, operation, leasing, use and/or development of the
Property.
The foregoing listing of specific rights or property shall not be interpreted to
limit the generality or all-encompassing nature of this Xxxx of Sale and
Assignment.
2 ACCEPTANCE. Except as otherwise provided in the Agreement,
Transferee hereby accepts the foregoing transfer and assignment of Personal
Property and agrees to assume and keep, perform and fulfill all obligations of
Transferor, if any, with respect to the Personal Property.
3. FURTHER ASSURANCES. Transferor transfers the Personal Property
to Transferee, its successor and assigns, to have and hold to and for its and
their own use and benefit forever. Transferor, for itself and its successors
and assigns, hereby covenants that, from time to time after the date hereof, at
Transferee's request and without further consideration, Transferor shall execute
and deliver such other instruments of conveyance and transfer and take such
other actions as Transferee reasonably may require to vest more effectively the
Personal Property in Transferee, its successors and assigns, and to place
Transferee in possession of the Personal Property, and to do all other things
and execute and deliver all other instruments and documents as may be required
to effect the same.
4. ENFORCEMENT. In the event of any action or suit by either party
hereto against the other arising from or interpreting this Xxxx of Sale and
Assignment, the prevailing party in such action or suit shall, in addition to
such other relief as may be granted, be entitled to recover its costs of suit
and actual attorneys' fees, whether or not the same proceeds to final judgment.
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5. SUCCESSORS AND ASSIGNS. This Xxxx of Sale and Assignment shall
be binding upon and inure to the benefit of Transferor and Transferee and their
respective successors and assigns.
6. COUNTERPARTS. This Xxxx of Sale and Assignment may be executed
in multiple counterparts, all of which shall be but one and the same instrument,
binding on all parties when all separately executed copies have been fully
delivered.
7. GOVERNING LAW. This Xxxx of Sale and Assignment shall be
construed and enforced according to and governed by the laws of the State
of __________________.
IN WITNESS WHEREOF, Transferor and Transferee have executed this Xxxx
of Sale and Assignment as of the date first written above.
"TRANSFEROR" TRANSFEREE:
PAN PACIFIC RETAIL PROPERTIES,
INC., a Maryland corporation
By: By:
------------------------------ -----------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer and
President
By:
-----------------------------
Xxxxx X. Xxxxxx
Secretary
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EXHIBIT C
RECORDING REQUIRED BY AND
WHEN RECORDED MAIL TO:
Xxxx X. Seneca, Esq.
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000-0000
--------------------------------------------------------------------------------
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
ASSIGNMENT OF LEASES
FOR A VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged, _______________________________________, hereinafter
referred to as "ASSIGNOR," does hereby assign, set over and transfer to Pan
Pacific Retail Properties, Inc., a Maryland corporation, hereinafter referred to
as "ASSIGNEE," all right, title and interest in and to the Leases, as that term
is defined in that certain Asset Transfer Agreement dated as of August ___,
1997, between Assignor as Transferor and Assignee as Transferee, pertaining to
the property commonly known as "_____________________" and more particularly
described on EXHIBIT "A" attached hereto and made a part hereof, and any and all
amendments thereto.
Assignee hereby accepts the foregoing assignment and assumes the
obligations to be performed by Assignor by reason of such Leases.
[Signature Page Follows)
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SIGNATURE PAGE
TO
ASSIGNMENT OF LEASES
ASSIGNOR: ASSIGNEE:
PAN PACIFIC RETAIL PROPERTIES,
INC., a Maryland corporation
By: By:
------------------------------ -----------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer and
President
By:
-----------------------------
Xxxxx X. Xxxxxx
Secretary
Dated:
---------------------------
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