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EXHIBIT 10.19
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
ARTICLE 1.
AGREEMENT TERMS
1.1. DEFINITIONS. For purposes of this Agreement, terms set forth in quotes in
Section 1.2. below and Schedule "1" attached, shall have the meanings indicated
therein.
1.2. SPECIFIC TERMS.
1.2.1. "AGREEMENT DATE". July ___, 1996
1.2.2. "BROKER-BUYER". The real estate broker representing Buyer which
is Xxxxxx/Xxxxx Corporate Real Estate Services.
1.2.3. "BROKER-SELLER". The real estate broker representing Seller which
is Lincoln Property Management Services, Inc.
1.2.4. "BUYER". The party from time to time having the rights to purchase
the Property pursuant to this Agreement and the obligations of Buyer set
forth in this Agreement. Buyer shall initially be Symantec Corporation, a
Delaware corporation (or its Nominee); provided, however, the rights and
obligations of Buyer may be assigned or otherwise transferred in
connection with Buyer's financing of the acquisition of the Property to
any other party at any time without the consent of Seller so long as such
assignee assumes the obligations of Buyer hereunder.
1.2.5. "BUYER'S DESIGNATED REPRESENTATIVES". Shall refer the following
persons: Xxxxxx Xxxxxxx Vice President, Worldwide Operations.
1.2.6. "CITY". City of Cupertino, California.
1.2.7. "COUNTY". Santa Xxxxx County, California.
1.2.8. "DEPOSIT". The Deposit shall consist of the following:
1.2.8.1. "INITIAL DEPOSIT". An initial amount of Fifty Thousand
Dollars ($50,000.00) to be paid to Escrow Holder within three (3)
business days after the full execution of this Agreement;
1.2.8.2. "FEASIBILITY PERIOD EXTENSION DEPOSIT". If Buyer extends
the Feasibility Period pursuant to Section 1.2.10. , the Deposit
shall be increased by an additional Fifty Thousand Dollars
($50,000.00);
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1.2.8.3. "ELECTION TO PROCEED DEPOSIT". Upon Buyer's election to
proceed pursuant to Section 3.3.1. , the Deposit shall be
increased to Two Hundred Thousand Dollars ($200,000.00);
1.2.8.4. "CLOSING EXTENSION DEPOSIT". If Buyer elects to extend
the Closing pursuant to Section 1.2.14., the Deposit shall be
increased by an additional Fifty Thousand Dollars ($50,000.00).
1.2.9. "ESCROW HOLDER". First American Title Guaranty Company, 0000 X.
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
1.2.10. "FEASIBILITY PERIOD". The period beginning on the Agreement Date
and terminating at 5:00 p.m. Pacific Time thirty (30) days after the
Agreement Date; provided, however, if Buyer determines in good faith that
Buyer needs additional time to evaluate facts concerning the conditions
for the benefit of Buyer set forth in Section 3.2., the Feasibility Period
shall be extended for up to an additional thirty (30) days upon the
payment of the Feasibility Period Extension Deposit.
1.2.11. "PROPERTY". Shall collectively refer to: (i) an approximate 86,630
square foot three story building identified as 00000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxx, currently occupied under lease by Buyer, and the
parcel of land on which such building is located, as described in Exhibit
A and to be more particularly described through Escrow, (ii) easements,
rights, rights of way, rights in and to common areas, and other rights
appurtenant to item (i), (iii) all fixtures, improvements, and personal
property currently located on the Property, and (iv) subject to the rights
of others and the terms thereof, all of Seller's right, title and interest
in any and all of the following pertaining to item (i): discretionary
permits, if any, from the City and County; subdivision maps completed, in
tentative or final form, or in process; grading, improvement and landscape
plans submitted to the City or County or in the process of preparation for
item (i), if any; and any and all of Seller's non-exclusive rights to
architectural and engineering drawings, including site utilities, sanitary
sewer and drainage facilities relating to the Property.
1.2.12. "PROPERTY DOCUMENTS". All architectural drawings and plans,
documents, records, reports (including, without limitation,
environmental), surveys, governmental approvals, Owners Association CC&Rs,
Articles, Bylaws and other Association documents, and other documentary
information in Seller's possession or control which relates to the use,
occupancy or condition of the Property.
1.2.13. "PURCHASE PRICE". Twelve Million Eight Hundred Thousand Dollars
($12,800,000.00).
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1.2.14. "SCHEDULED CLOSING DATE". Shall occur thirty (30) days after the
date of Buyer's election to proceed pursuant to Section 3.3.1; provided,
however, the Scheduled Closing Date shall be extended for up to thirty
(30) days, if such time is needed to complete the financing of the
purchase upon the payment of the Closing Extension Deposit.
1.2.15. "SELLER". Lincoln Cupertino Associates Limited, a California
limited partnership.
1.2.16. "SELLER'S DESIGNATED REPRESENTATIVES". Shall refer to the
following persons: Xxxxx XxXxxxxxxx.
1.2.17. "TITLE INSURER". First American Title Guaranty Company.
1.2.18. "TITLE INSURANCE AMOUNT". The Title Policy shall be issued in
the amount of the Purchase Price.
1.3. NOTICES. All notices requests, demands and other communication given or
required to be given hereunder shall be in writing, duly addressed to the
parties and pursuant to Section 4.03 as follows:
1.3.1. BUYER. If to Buyer at:
Symantec Corporation
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Telephone: ________________________
Facsimile: ________________________
1.3.2. COPY TO: With a copy to:
Xxxxx Xxxxxx
Symantec Corporation
00000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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1.3.3. SELLER. If to Seller at:
Lincoln Cupertino Associates Limited
c/o the Lincoln Property Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Xx.
Telephone: (000) 000-0000
Facsimile: 000-000-0000
1.4. ADDITIONAL TERMS.
1.4.1. PURCHASE AND SALE. See Article II
1.4.2. CONTINGENCIES. See Article III
1.4.3. REPRESENTATIONS AND WARRANTIES. See Article IV
1.4.4. COVENANTS. See Article V
1.4.5. ESCROW. See Article VI
1.4.6. MISCELLANEOUS PROVISIONS. See Article VII
1.5. SCHEDULES.
1.5.1. SCHEDULE 1. Definitions
1.5.2. SCHEDULE 2. Representations and Warranties
1.5.3. SCHEDULE 3. Specific Escrow Instructions
1.5.4. SCHEDULE 4. Miscellaneous Provisions
1.6. EXHIBITS.
1.6.1. EXHIBIT "A." Legal Description of Property
1.6.2. EXHIBIT "B." Grant Deed
1.6.3. EXHIBIT "C." Buyer's Election to Continue Escrow
1.6.4. EXHIBIT "D." Non-Foreign Status Affidavit
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ARTICLE 2.
PURCHASE AND SALE
2.1. PURCHASE AND SALE. Subject to the terms and conditions contained in this
Agreement, Seller agrees to sell the Property to Buyer and Buyer agrees to
purchase the Property from Seller.
2.2. PAYMENT BY BUYER. The Purchase Price shall be paid as follows:
2.2.1. DEPOSIT. Buyer shall pay to Escrow Holder in cash or other
immediately available funds the amount of the Initial Deposit. The Deposit
shall be placed by Escrow Holder in an interest bearing account as
instructed by Buyer. The Deposit shall be increased by the amount of the
Feasibility Period Extension Deposit, if applicable. Upon Buyer's election
to proceed pursuant to Section 3.3.1., Buyer will increase the Deposit to
Two Hundred Thousand Dollars ($200,000.00). The Deposit shall be further
increased by the amount of the Closing Extension Deposit, if applicable.
The total Deposit and interest earned thereon shall apply against the
Purchase Price at Closing, if such occurs.
2.2.2. CASH REMAINDER. The remainder of the Purchase Price shall be paid
in cash or through other immediately available funds through escrow at
Closing.
2.3. CONDITION OF TITLE. Seller shall convey to Buyer title in fee simple to the
Property free and clear of all mortgages, liens or rights to liens, charges,
encumbrances, encroachments, easements conditions and rights of reentry or
forfeiture and other defects of title, except for the Permitted Exceptions.
ARTICLE 3.
CONTINGENCIES
3.1. EFFECT OF CONDITIONS GENERALLY. The close of escrow, Buyer's obligation to
purchase the Property and Seller's obligation to sell the Property shall be
contingent upon the satisfaction (or deemed satisfaction as specifically set
forth in each Section herein) or waiver by Buyer or Seller of all of the
conditions that are expressly stated to be in favor of each as set forth in this
Article and the Conditions to Close of Escrow as set forth in Schedule "3"
hereof, within the time
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limits specified in each Section of this Article and such Schedule. In the event
that any such condition is neither satisfied within the time limits specified in
each such Section nor waived in writing by the party specifically stated to be
benefited by such Section, such condition shall be deemed to have failed and the
party specifically stated to be benefited by such failed condition, may elect to
terminate this Agreement. In the event of any termination pursuant to this
Article, Buyer and Seller shall be released from their respective obligations to
purchase or sell under this Agreement and shall have no further rights or
remedies regarding purchase or sale against the other as a result of such
termination, except for the return of Buyer's Deposit and the payment of escrow
cancellation fees. In such event, Buyer and Seller shall comply with any
requirements reasonably imposed by Escrow Holder to evidence such termination.
3.2. CONDITIONS FOR THE BENEFIT OF BUYER. In addition to any other conditions to
Buyer's obligations contained in this Agreement, the following shall constitute
conditions to Buyer's obligation to purchase the Property from Seller and are
for the benefit of Buyer, the failure of any of which shall allow Buyer to
terminate this Agreement:
3.2.1. FEASIBILITY STUDIES. This Agreement is contingent on Buyer's
approval of any and all investigations, studies or analyses for the
Property deemed appropriate by Buyer to aid Buyer in determining whether
to consummate the transaction ("Feasibility Studies"). Buyer may elect in
Buyer's sole discretion, at any time prior to the end of the Feasibility
Period to terminate this Agreement. Upon such election to terminate, the
Deposit together with interest earned thereon shall be returned to Buyer.
Without limiting the generality of the foregoing, Buyer shall have the
right to approve the following during the Feasibility Period:
3.2.1.1. SITE APPRAISAL. An appraisal of the Property at Buyer's
expense;
3.2.1.2. SURVEY. An ALTA survey performed at Seller's expense;
3.2.1.3. SITE IMPROVEMENTS. An inspection of existing site
improvements (including, without limitation, location and
availability of utilities), roof. Foundation, structural integrity
of the building and all operating systems including, without
limitation, HVAC, plumbing and electrical; and
3.2.1.4. SOIL AND GROUND WATER CONDITIONS. Soil and groundwater
conditions concerning, without limitation, (i) the stability and
load bearing capacity of the soil, and (ii) the presence of
Hazardous Material on or under the Property or the potential for
migration of Hazardous Material onto or under the Property from
other property; provided, however, Buyer agrees not to perform any
drilling without giving Seller notice at least two (2) business
days in advance.
3.2.1.5. FINANCING. Buyer shall have obtained a binding commitment
of an institutional lender to provide financing for Buyer's
acquisition of the
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Property on terms satisfactory to Buyer. In connection therewith,
Seller agrees to cooperate, at no expense to Seller, in the
assignment of this Agreement to a third party selected by Buyer.
3.2.1.6. BOARD APPROVAL. Buyer's obligations under this Agreement
are conditioned upon the approval of this Agreement and the
purchase contemplated hereby by Buyer's Board of Directors prior
to the end of the Feasibility Period.
3.2.2. APPROVAL OF CONDITION OF TITLE. Seller shall obtain and deliver to
Buyer within five (5) days of the Agreement Date a Title Report together
with full and complete copies of all documents referenced as exceptions
therein and a plotting of all easements referred to as exceptions therein.
This Agreement is contingent on Buyer's approval of the condition of title
of the Property as shown in such Title Report. If Seller and Escrow holder
are not notified in writing of Buyer's disapproval thereof by the later of
(i) the end of the Feasibility Period or (ii) ten (10) days after Buyer
receives such Title Report, Buyer shall be deemed to have approved the
condition of title as reflected in such Title Report. In case of Buyer's
timely objection, Seller shall have ten (10) days from receipt of Buyer's
notice of objection to inform Buyer and Escrow Holder in writing whether
Seller shall use its best efforts to remove such disapproved exceptions
prior to the Closing. In the event Seller agrees that Seller shall use its
best efforts to remove such disapproved exceptions, such removal shall be
a condition to the Closing and the condition of title as shown on the
Title Report shall otherwise be deemed approved. In the event that Seller
is unwilling or unable to remove such disapproved exceptions or fails to
notify Buyer and Escrow Holder whether it shall use its best efforts to
remove such exceptions, Buyer shall have ten (10) days from the first to
occur of (a) the date of receipt of Seller's notice, or (b) the expiration
of Seller's ten (10) day notice period, to inform Seller and Escrow Holder
whether Buyer is waiving its disapproval of such exceptions. In the event
Buyer fails to waive such disapproval, the condition of title shall be
deemed disapproved and this condition shall be deemed to have failed. All
matters shown on the Title Report, which are not disapproved by Buyer or
for which Buyer waives its disapproval, shall be deemed to be Permitted
Exceptions.
3.2.3. ASSIGNMENT OF PLANS. At Closing, Seller shall assign, at no cost to
Buyer, in form acceptable to Buyer, all of Seller's assignable rights in
the Property Documents.
3.2.4. REMOVAL OF ENCUMBRANCES. On or before the Scheduled Closing Date,
Seller shall have, at Seller's sole cost and expense and to Buyer's
satisfaction, removed the effect on title to the Property, or any portion
thereof, of any
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assessments for public improvements, deeds of trust, mechanics liens, and
any other monetary or similar encumbrances.
3.2.5. EXISTING LEASE. Symantec Corporation is currently the sole occupant
and tenant of the Property pursuant to a lease with Seller as Landlord
(the "Existing Lease"). The following conditions shall be satisfied by
Seller or waived by Buyer as of the Closing Date:
3.2.5.1. LEASE TERMINATION. The Existing Lease shall be deemed
terminated without the necessity of any further documentation
between Seller and Symantec Corporation; provided, however, if
requested by Symantec Corporation, Seller agrees to execute
documentation confirming the termination of the Existing Lease.
3.2.5.2. PRORATIONS. As of the Closing Date, the following shall
be prorated between Buyer and Seller:
3.2.5.2.1. RENT. All rent and other charges to tenant
treated as rent or additional rent under the Existing
Lease.
3.2.5.2.2. OTHER TENANT CHARGES.
All charges due from tenant under the Existing Lease
that are not treated as rent or additional rent;
3.2.5.2.3. LANDLORD ALLOWANCES. All allowances, if any,
provided under the Existing Lease to the tenant for
improvements, repairs, maintenance or other purposes
which have accrued, but not been utilized by or paid to
the tenant.
3.2.5.3. SECURITY DEPOSIT. At the closing, any security deposit
held by Seller pursuant to the Existing Lease shall be paid to
Escrow for distribution to Buyer or credited against the Purchase
Price at the Closing.
3.2.5.4. LANDLORD PERFORMANCES. To the extent that the Existing
Lease requires that Seller as Landlord have commenced or completed
any non-monetary obligations with respect to the Property and such
non-monetary obligations have not been commenced or completed,
Buyer shall be entitled to a credit against the Purchase Price for
the reasonable value of such non-monetary obligations.
3.3. CONDITIONS FOR THE BENEFIT OF SELLER. In addition to any other conditions
to Seller's obligations contained in this Agreement, the following shall
constitute conditions to
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Seller's obligation to sell the Property to Buyer and are for the benefit of
Seller, the failure of any of which shall allow Seller to terminate this
Agreement:
3.3.1. BUYER'S ELECTION TO PROCEED. This Agreement is contingent
upon Buyer's delivery to Seller, by the end of the Feasibility
Period, of Buyer's written election to proceed with the purchase
of the Property. If Buyer elects to proceed in Buyer's sole
discretion with the purchase after the Feasibility Period, Buyer
shall deliver to Seller and Escrow Holder a notice of Buyer's
election to proceed substantially in the form of Exhibit C.
3.4. CONDITIONS OF DEPOSIT REFUND TO BUYER. The Deposit is being made by Buyer
in consideration for Seller agreeing to refrain from actively marketing the
Property during the Feasibility Period. Therefore, the Deposit shall not be
refundable to Buyer unless this Agreement is terminated by Buyer on account of
the failure of conditions intended to benefit Buyer as set forth in this Article
3. or Schedule "3" attached hereto or terminated by Seller on account of the
failure of conditions set forth for the benefit of Seller in this Article 3 or
Schedule 3. Buyer agrees to proceed diligently with the Feasibility Studies. If
Buyer elects to proceed in its sole discretion with the purchase after the
Feasibility Period, the total Deposit will become non-refundable except in the
event of a default by Seller or a failure of a condition which is for the
benefit of the Buyer.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES
4.1. BUYER AND SELLER REPRESENTATIONS AND WARRANTIES. Buyer and Seller hereby
make those representations and warranties as set forth in Schedule "2" attached
hereto.
4.2. BUYER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. In addition to those
representations and warranties set forth in Schedule "2" attached hereto, Buyer
hereby represents as follows:
4.2.1. BROKER. Buyer represents and warrants to Seller that it has
employed no broker, agent and/or finder with respect to this transaction
other than Broker-Buyer (Xxxxxx/Xxxxx Corporate Real Estate Services)
whose commission is to be paid by Seller.
4.3. SELLERS ADDITIONAL REPRESENTATIONS AND WARRANTIES. In addition to those
representations and warranties set forth in Schedule "2" attached hereto, Seller
hereby represents as follows:
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4.3.1. BROKER. Seller represents and warrants to Buyer that it has
employed no broker, agent and/or finder with respect to this transaction
other than Broker-Seller (Lincoln Property Management Services, Inc.)
whose commission is to be paid by Seller.
4.4. SURVIVABILITY. Buyer's and Seller's representations and warranties shall
survive the Closing and the delivery of the Grant Deed for a period of one (l)
year.
ARTICLE 5.
COVENANTS
5.1. SELLER'S COVENANTS.
5.1.1. PROPERTY INSPECTION AND DOCUMENTS. Seller hereby covenants and
agrees to reasonably cooperate with Buyer in the inspection of the
Property. Within five (5) days after the Agreement Date, Seller shall make
available to Buyer all Property Documents in Seller's possession and
control. Seller makes no representation or warranty that such information
is truthful, accurate or complete.
5.1.2. OFF-BALANCE SHEET FINANCING STRUCTURE. Seller hereby covenants and
agrees to use reasonable and good faith efforts, at no expense to Seller,
to accommodate Buyer's use of an off-balance sheet financing structure.
5.1.3. CONDITION OF PROPERTY AND TITLE. Seller hereby covenants and agrees
that until the Closing, Seller shall (subject to the terms and conditions
of the Existing Lease) maintain all portions of the Property, including,
without limitation, all building systems, substantially in its present
condition, ordinary wear and tear excepted, and shall not permit acts of
waste or acts that would tend to diminish the value of the Property for
any reason. Seller further covenants and agrees that until the Closing,
Seller shall not permit any liens, encumbrances, or easements to be placed
on the Property, other than the Permitted Exceptions, nor shall Seller
enter into any agreement regarding the sale, rental, management, repair,
improvement or any other matter affecting the Property that would be
binding on Buyer or the Property after the Closing without the prior
written consent of Buyer.
5.1.4. REMOVAL OF ENCUMBRANCES. In addition to any obligations undertaken
by Seller pursuant to Section 3.2, on or before the Scheduled Closing
Date, Seller shall have, at Seller's sole cost and expense and to Buyer's
satisfaction, removed the effect on title to the Property, or any portion
thereof, of any assessments for
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public improvements, deeds of trust, mechanics liens, and any other
monetary or similar encumbrances.
5.1.5. CONFIDENTIALITY. Seller shall maintain the confidentiality of
Buyer's name and shall not disclose Buyer's name or the terms of this
Agreement or of such sale and purchase to any third parties whatsoever
other than the Escrow Holder, the Title Insurer and such other persons
whose assistance is required in carrying out the terms of this Agreement.
5.2. BUYER'S INSPECTION RIGHTS. Buyer and its agents and contractors shall have
the right to enter on the Property to inspect it and conduct tests and will
indemnify Seller from any loss resulting from such entry or inspection;
provided, however, Buyer agrees not to perform any drilling without giving
Seller notice as provided in Section 3.2.1.4. Buyer shall also have the right to
contact any federal, state or local governmental authority or agency to
investigate any matters relating to the Property.
5.3. AS-IS PURCHASE.
The sale of the Property as provided for herein is made on an "AS-IS"
basis, and except as otherwise expressly specified in this Agreement, buyer
expressly acknowledges that in consideration of the agreements of Seller herein,
except as set forth in this Agreement 5.3 or in the Existing Lease, Seller
hereby specifically disclaims any warranty, guaranty or representation, oral or
written, past, present or future, express or implied, or arising by operation of
law, including, but not limited to (i) any warranty of condition; (ii)
habitability; (iii) merchantability; (iv) size; (v) useable area; (vi)
occupation or management of the Property; (vii) the available uses of the
Property; (viii) the boundary lines of or any encroachments or easements
affecting the Property; (ix) the nature and condition of the Property,
including, but not limited to, the water, soil, geology, environmental
conditions (including the presence or absence of any environmental
contamination, or toxic pollution as a result of the presence, use, discharge or
release of hazardous substances or materials on, bout or in the Property), and
the suitability thereof for any and all activities and uses which buyer may
elect to conduct thereon; (x) the presence or availability of water or sewage
disposal on or to the Property; (xi) the amount or nature of any taxes, special
assessments, governmental bonds or similar charges or liabilities affecting the
Property, (xii) the Property's compliance with applicable statues (including,
without limitation, the Americans With Disabilities Act of 1990), (xiii) laws,
codes, ordinances, regulations or requirements relating to leasing, zoning,
subdivision, planning, building, fire, safety, health, hazardous material or
environmental matters; (xiv) the nature an extent of any right-of-way, lease,
possessory interest, lien, encumbrance, license, reservation, condition or
otherwise or (xv) the Property's compliance with covenants, conditions or
restrictions (whether or not of record) or other local municipal, regional,
state or federal requirements or other statues, laws, codes, ordinances,
regulations or requirements.
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5.3.1. BUYER INVESTIGATION. Except for the specific promises and
representations set forth in this Agreement or the Existing Lease, Buyer
further acknowledges that it has entered into this Agreement in reliance
solely upon Buyer's ability to conduct it's own investigation of the
physical, environmental, economic and legal conditions of the Property,
and it s independent review and examination of the Feasibility Studies and
that Buyer is not relying upon any representation or warranty of Seller,
or any of its respective officers, trustees, managers, directors,
employees, brokers, agents, attorneys or other representatives
("Interested Parties"), concerning the Property. Buyer further
acknowledges that Buyer has not received from Seller or any of its
Interested Parties, any accounting, tax, legal, property management or
other advice with respect to the Property or the transaction contemplated
by this Agreement and that Buyer is relying solely upon the advice of its
own advisors, if any, in entering into this Agreement. Accordingly,
buyer's failure to terminate this Agreement in accordance with its rights
under this Agreement shall constitute an acknowledgment that buyer has
considered, inspected and reviewed to Buyer's satisfaction, all physical,
environmental, economic and legal aspects and conditions of the Property
and that Buyer is acquiring the Property on the basis of its evaluation,
without the benefit of any representation or warranty from Seller or its
Interested Parties except for the specific promises and representations
set forth in this Agreement or in the Existing Lease.
5.3.2. LIMITED REPRESENTATIONS. Buyer acknowledges that notwithstanding
any prior or contemporaneous oral or written representations, statements,
documents or understandings, this Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and
supersedes the entire understanding of the parties with respect to the
subject matter hereof and supersedes all such prior or contemporaneous
oral or written representations, statements, documents or understandings
and will remain unaffected by any representation, statement or
understanding subsequent to the date hereof not constituting a duly
executed amendment to this Agreement. Buyer further acknowledges that
except for the specific promises and representations set forth in this
Agreement or in the Existing Lease, Seller nor any Interested Party has
previously or does so under this Agreement make any representation or
warranty of any kind whatsoever, either express or implied, with respect
to the Property or any related matter (and hereby disclaims any of the
same that may exist) and that the Property shall be sold to Buyer
hereunder in an "AS IS" condition.
5.3.3. BUYER'S WAIVER. Except for the specific promises and
representations set forth in this Agreement or in the Existing Lease, in
light of the "AS IS" nature of the transaction contemplated under this
Agreement and in consideration of the resultant benefits to Buyer in
connection with other terms of this Agreement, including without
limitation, the Purchase Price, Buyer hereby waives to the fullest
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extent permitted by law the benefit of, and releases and absolves to the
fullest extent permitted by law, Seller and each Interested Party from any
liability under, all laws, rules, cases and other doctrines requiring
disclosure by Seller or any Interested Party of any matter concerning or
related to the Property, including without limitation, any applicable
statutes relating to the disclosure of known or suspected releases of
hazardous substances and all theories of recover based on concealment,
whether intention, passive, negligent or unintentional.
5.3.4. BUYER'S RELEASE OF SELLER. With the exception of a default or
breach of any representation or warranty of Seller specifically set forth
in this Agreement, Buyer, or itself and its agents, affiliates, successors
and assigns, hereby releases and forever discharges Seller, its agents,
affiliates, successors and assigns from, and waives any right to proceed
against Seller for, any and all cost, expense, claim, liabilities and
demands (including reasonable attorneys' fees) at law or in equity,
whether known or unknown, arising out of the physical, environmental,
economic, legal or other condition of the Property, including, without
limitation, any claims for contribution pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, or any other similar environmental statute, rule or decision
(collectively referred to hereinafter as "Claims") which Buyer has or may
have in the future.
Buyer hereby specifically acknowledges that buyer has carefully
reviewed this subsection, and discussed its import with legal counsel, is
fully aware of its consequences, and that the provisions of this
subsection are a material part of this Agreement
ARTICLE 6.
ESCROW
6.1. AGREEMENT TO CONSTITUTE ESCROW INSTRUCTIONS. This Agreement shall
constitute escrow instructions and a copy hereof shall be deposited with Escrow
Holder for this purpose. The Deposit shall be immediately placed by the Escrow
Holder into an insured interest bearing account or an insured certificate of
deposit, as designated by the Buyer. Interest accruing thereon shall be held in
accordance with this Agreement.
6.2. OPENING OF ESCROW. Escrow shall open on the date Escrow Holder receives a
fully executed original or originally executed counterparts of this Agreement
and the Deposit. Escrow Holder shall notify both Buyer and Seller of the date
escrow is opened.
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6.3. CLOSE OF ESCROW. Provided that all of the contingencies contained in
Article III herein and all of the conditions to the close of escrow contained in
Schedule "3" attached hereto have been satisfied (or deemed satisfied as the
case may be) or waived, the close of escrow shall occur on or before 5:00 p.m.,
Pacific Time, on the Scheduled Closing Date.
6.4. SPECIFIC ESCROW INSTRUCTIONS. Specific escrow instructions are attached
hereto as Schedule "3."
6.4.1. ASSIGNMENT OF PLANS. As an additional obligation of Seller at the
Closing, unless as to any item, Buyer elects not to accept the assignment
thereof, Seller shall assign (to the extent assignable), at no cost to
Buyer, all of Seller's right, title and interest in and to all
architectural and engineering drawings and plans as well as any and all
warranties, contracts, reports, or other rights relating to the Property.
6.5. LIQUIDATED DAMAGES. IF BUYER FAILS TO COMPLETE THE PURCHASE PROVIDED FOR IN
THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM
SELLER'S OBLIGATION TO SELL THE PROPERTY TO BUYER. BUYER AND SELLER AGREE IT
WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE CASE OF
BUYER'S DEFAULT AND THAT THE AMOUNT OF THE TOTAL "DEPOSIT" INCLUDING ALL
INTEREST ACCRUED THEREON AT THE TIME OF DEFAULT, IS A REASONABLE ESTIMATE OF
SELLER'S DAMAGES IN SUCH EVENT, AND THAT IN THE EVENT OF ANY DEFAULT BY BUYER
HEREUNDER AS AFORESAID, SELLER MAY RETAIN THE DEPOSIT. THE DEPOSIT SHALL
CONSTITUTE LIQUIDATED DAMAGES AND SELLER'S SOLE REMEDY ON ACCOUNT OF BUYER'S
DEFAULT FOR FAILURE TO CLOSE.
---------------- -----------------
Buyer's initials Seller's initials
6.6. SPECIFIC PERFORMANCE. If Seller breaches this Agreement in any respect,
Buyer shall be entitled to specific performance of Seller's obligations.
ARTICLE 7.
MISCELLANEOUS PROVISIONS
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7.1. MISCELLANEOUS PROVISIONS. Buyer and Seller hereby agree to those
miscellaneous provisions as set forth in Schedule "4" attached hereto.
7.2. ASSIGNMENT. Buyer may assign this Agreement or designate a party other than
Buyer to take title to the Property at the Closing without the consent of Seller
as provided in Section 1.2.4 and upon any such assignment, the party which is
then assignor under such assignment shall be relieved of any obligation under
this Agreement.
7.3. INCORPORATION OF EXHIBITS. All schedules and exhibits attached hereto and
referred to herein are incorporated in this Agreement as though fully set forth
herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above first written.
SELLER:
Lincoln Cupertino Associates Limited,
a California limited partnership,
By: Lincoln Property Company No. 309, Ltd.,
a California limited partnership
Its General Partner
By: _____________________________________
Xxxxx X. Xxxxxx, Xx.,
Its Managing General Partner
BUYER:
Symantec Corporation, a Delaware
corporation
By: _____________________________________
Xxxxxx Xxxxx,
Its Executive Vice President
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CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to (i) accept the foregoing
Agreement, (ii) be escrow agent under said Agreement, and (iii) be bound by said
Agreement in the performance of its duties as escrow agent.
First American Title Guaranty Company
By:_________________________________
Its: Authorized Agent
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LIST OF SCHEDULES
Schedule "1 "Definitions
Schedule "2 "Representations and Warranties
Schedule "3 "Specific Escrow Instructions
Schedule "4 "Miscellaneous Provisions
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SCHEDULE "1"
DEFINITIONS
1.01 Definitions. For the purposes of this Agreement, the terms set forth
below in quotes shall have the meanings indicated in this Schedule "1."
1.02 "Agreement" means this Agreement for Purchase and Sale and Escrow
Instructions.
1.03 "Closing" means the delivery and recordation of the Grant Deed and the
payment by Buyer to Seller of the Purchase Price for the Property pursuant to
the terms of the Agreement.
1.04 "Closing Date" means the date on which the Closing occurs.
1.05 "Contract Period" means the period commencing upon the Agreement Date
and ending upon the first to occur of the Closing or the termination of this
Agreement.
1.06 "Grant Deed" means a deed in favor of Buyer in a form substantially
similar to that attached hereto as Exhibit "B."
1.07 "Hazardous Material" means any substance, the presence of which requires
investigation or remediation under any federal, state or local statute,
regulation or law; or which is as of the date of this Agreement defined as a
"hazardous waste" pollutant or contaminant under any federal, state or local
statute, regulation or law.
1.08 "Permitted Exceptions" means those certain matters constituting
exceptions to and/or encumbrances against the Property not disapproved by
Buyer, and all other exceptions to title voluntarily imposed or consented to
by Buyer prior to Closing.
1.09 "Title Report" means a preliminary title report issued by the Title
Insurer providing for the issuance at the Closing to Buyer of a Title Policy.
1.10 "Title Policy" shall mean an ALTA Policy of Title Insurance from Title
Insurer in form satisfactory to Buyer ("ALTA Policy") insuring Buyer (or
Buyer's approved assignee) as fee owner of the Property, with liability in
the amount of the Title Insurance Amount, subject only to the Permitted
Exceptions. Buyer shall pay the premium difference between the ALTA and CLTA
policy.
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SCHEDULE "2"
REPRESENTATIONS AND WARRANTIES
2.01 Seller's Representations and Warranties. Seller hereby makes the
following representations and warranties to Buyer.
(a) Actions. To the actual knowledge of the Seller's Representatives, there
are no actions, suits, material claims, legal proceedings or any other
proceedings pending or threatened before any court or governmental
agency which may involve or affect the Property or any portion thereof.
(b) Compliance with Laws. To the actual knowledge of the Seller's
Representatives, Seller has not received written notice that any
operation, use or ownership of the Property is a material violation of
any fire, building, zoning, health or other ordinance, code, law,
regulation or order of any governmental or any agency or body or
subdivision thereof, or that any investigation has been commenced or is
contemplated regarding such possible violation.
(c) Other Agreements. Except as previously disclosed in writing by Seller to
Buyer, there is no agreement affecting the Property to which Seller is a
party. Neither this Agreement, nor anything provided to be done
hereunder, violates or shall violate any contract, agreement or
instrument to which Seller is a party, or which affects the Property or
any portion thereof.
(d) Default. To the actual knowledge of the Seller's Representatives, Seller
is not in default with respect to any of its obligations or liabilities
pertaining to the Property.
(e) Hazardous Materials. To the actual knowledge of the Seller's
Representatives, the Property is not contaminated by any Hazardous
Material, including, but not limited to, any substance or material: (i)
which could impair the value or beneficial use of the Property or
constitute or cause a health, safety or environmental hazard on or off
the Property or to any person who may enter on the Property or (ii)
which may require remediation at the behest of any governmental agency;
and, to the actual knowledge of Seller's Representatives, the Property
is not in violation of and previously has not been in violation of, and
there are no actions or proceedings pending or contemplated pursuant to
any federal, state or local law, ordinance, regulation or order relating
to the environmental condition of the Property.
(f) Bankruptcy. Seller has not (i) made a general assignment for the
benefit of creditors; (ii) filed any voluntary petition in bankruptcy or
suffered the filing of
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an involuntary petition by the Seller's creditors; (iii) suffered the
appointment of a receiver to take possession of all or substantially all
of the Seller's assets; (iv) suffered the attachment or other judicial
seizure of all, or substantially all, of the Seller's assets; or (v)
admitted in writing its inability to pay its debts as they come due.
(g) Authority. Seller is duly organized and existing and in good standing
under the laws of the State of California. Seller has the full right and
authority to enter into this Agreement and to consummate the transaction
contemplated herein. All requisite action, has been taken by Seller in
connection with entering into this Agreement. Each of the persons
signing this Agreement on behalf of Seller is authorized to do so.
(h) Execution. The execution and delivery of the Agreement will not
constitute a breach of or a default under any agreement or other
instrument to which the Seller is a party.
(i) No Other Representations or Warranties. Seller makes no representations
and warranties other than those contained in this Schedule "2."
2.02 Buyer's Representations and Warranties. Buyer hereby makes the
following representations and warranties to Seller:
(a) Authority. Buyer is duly organized and in good standing under the laws
of the State of its formation. Buyer has the full right and authority to
enter into and fully perform its obligations under this Agreement and to
consummate the transactions contemplated herein. All requisite action
has been taken by Buyer in connection with entering this Agreement. Each
of the persons signing this Agreement on behalf of Buyer is authorized
to do so.
(b) Execution. The execution and delivery of the Agreement will not
constitute a breach of or a default under any agreement or other
instrument to which the Buyer is a party.
(c) Actions. To the actual knowledge of the Buyer's Representatives, there
are no actions, suits, material claims, legal proceedings or any other
proceedings pending or threatened before any court or governmental
agency which may involve or affect the Property or any portion thereof.
(d) Compliance with Laws. To the actual knowledge of the Buyer's
Representatives, Buyer has not received written notice that any
operation, use or ownership of the Property is a material violation of
any fire, building, zoning, health or other ordinance, code, law,
regulation or order of any governmental or
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any agency or body or subdivision thereof, or that any investigation has
been commenced or is contemplated regarding such possible violation.
(e) Hazardous Materials. To the actual knowledge of the Buyer's
Representatives, the Property is not contaminated by any Hazardous
Material, including, but not limited to, any substance or material: (i)
which could impair the value or beneficial use of the Property or
constitute or cause a health, safety or environmental hazard on or off
the Property or to any person who may enter on the Property or (ii)
which may require remediation at the behest of any governmental agency;
and, to the actual knowledge of Buyer's Representatives, the Property
is not in violation of and previously has not been in violation of, and
there are no actions or proceedings pending or contemplated pursuant to
any federal, state or local law, ordinance, regulation or order relating
to the environmental condition of the Property.
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"SCHEDULE "3"
SPECIFIC ESCROW INSTRUCTIONS
3.01 Conditions to Close of Escrow.
(a) Conditions for the Benefit of Buyer. In addition to any other obligations
contained in this Agreement, the following shall constitute conditions to
Buyer's obligation to purchase the Property from Seller and are for the
benefit of Buyer, the failure of any of which shall allow Buyer to terminate
this Agreement.
(i) Grant Deed. Seller shall have delivered to Escrow Holder prior to the
time set for Closing a duly executed and acknowledged Grant Deed in the
form attached hereto as Exhibit "B."
(ii) Non-Foreign Status Affidavit. Seller shall have delivered to Escrow
Holder prior to the time set for Closing a Non-Foreign Status Affidavit
executed by Seller in the form attached hereto as Exhibit "E" as well as
any similar Affidavit required by the State where the Property is
located.
(iii)Other Documents and Sums. Seller shall deliver to Escrow Holder all
other documents and sums reasonably required of Seller to carry out the
Closing, including, without limitation, the Existing Lease Security
Deposit and the Lease Termination Documentation pursuant to Section
3.2.5.
(iv) Seller's Representations and Warranties are True and Correct. Seller
shall have delivered to Escrow Holder on or before the time set for
Closing a certificate of Seller that all representations and warranties
made by Seller in this Agreement are true and correct as of the Closing
and that Seller has complied with all covenants of Seller contained
therein.
(v) Title Policy. The Title Company shall be committed to issue an ALTA
Policy from Title Insurer subject only to the Permitted Exceptions.
(vi) Xxxx of Sale. Seller shall have delivered to Escrow Holder prior to the
time set for Closing a duly executed "Xxxx of Sale" in a form reasonably
acceptable to Buyer transferring to Buyer all of Seller's right, title
and interest in and to all fixtures, improvements, and personal property
located on the Property.
(b) Conditions for the Benefit of Seller. In addition to any other
obligations contained in this Agreement, the following shall constitute
conditions to Seller's obligation to sell the Property to Buyer and shall be
for the benefit of Seller, the failure of any of which shall allow Seller to
terminate this Agreement:
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(i) Delivery of Purchase Price. Buyer shall deliver the balance of the
Purchase Price to Escrow Holder prior to the time set for Closing.
(ii) Other Documents and Sums. Buyer shall deliver to Escrow Holder all
other documents and sums reasonably required of Buyer to carry out the
Closing.
(iii)Buyer's Representations and Warranties are True and Correct. Buyer
shall have delivered to Escrow Holder on or before the time set for
Closing a certificate of Buyer that all representations and warranties
are true and correct as of the Closing Date and that Buyer has complied
with all covenants of Buyer contained therein.
3.02 Recordation of Grant Deed and Delivery of Funds. Upon receipt of the
funds and instruments described in this Schedule "3," and upon the
satisfaction (or deemed satisfaction as the case may be) or waiver of the
conditions specified in this Schedule "3," Escrow Holder shall cause the
Grant Deed to be recorded in the official records of the County Recorder of
Santa Xxxxx County, California, (with documentary transfer tax information to
be affixed by separate affidavit) and shall deliver the proceeds of this
escrow to Seller. All sums to be disbursed to Seller by Escrow Holder shall
be in cash, by wire transfer, or in other immediately available funds.
3.03 Prorations. All prorations are to be apportioned as of 11:59 p.m. on
the day preceding the Closing Date.
(a) Real property taxes and assessments shall be prorated between Buyer and
Seller based on the latest available tax information. In the event any
supplemental tax xxxx is issued following the Closing, Seller shall pay
to Buyer all additional amounts for which Sellers would otherwise be
responsible applicable to the time prior to the Closing upon written
request of Buyer.
(b) Rent and other amounts relating to the Existing lease pursuant to
Section 3.2.1.2.
(c) Said prorations shall be based on a 30-day month and a 360-day year.
3.04 Costs of Escrow.
(a) Seller shall pay;
(i) All costs not specifically referenced herein customarily allocated to
Seller Santa Xxxxx County, California;
(ii) A real estate brokerage commission in an amount equal to two percent
(2%) of the Purchase Price to Broker-Buyer and in an amount equal to one
percent (1%) of the Purchase Price to Broker-Seller;
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(iii) The premium for the Title Policy up to the cost for a CLTA policy;
(iv) The cost of any of Seller's other obligations hereunder.
(b) Buyer shall pay:
(i) All costs not specifically referenced herein customarily allocated to
Buyer in Santa Xxxxx County, California.
(ii) The premium for the Title Policy for such portion of the Title
Insurance Amount that is in excess of the cost for a CLTA policy and
for the following numbered CLTA endorsements to the Title Policy:
100 (broad coverage CC&R's, easements and encroachments), 116
(improvements designated and described), 116.1 (improvements
described in survey), 103.1 (blanket easements), 103.1 (locatable
easements), and 123.2 (zoning).
(iv) The cost of any of Buyer's other obligations hereunder.
3.05 Escrow Cancellation Charges. In the event that any Closing shall fail to
occur by reason of the default of either party, the defaulting party shall be
liable for all escrow cancellation charges. In the event that any Closing
shall fail to occur for any other reason, Buyer and Seller shall each be
liable for one-half of any escrow cancellation charges.
3.06 Default. TIME IS OF THE ESSENCE in this Agreement and if Buyer or Seller
(the "Defaulting Party") fails to deposit any of the amounts due pursuant to
this Agreement, or to perform any other act when due, then the other party
(the "Non-Defaulting Party") may terminate this Agreement by notice in
writing to the Defaulting Party and Escrow Holder at which time Escrow Holder
shall cancel this escrow and the Non-Defaulting Party shall thereupon be
released from its obligations under this Agreement. In the event that escrow
shall fail to close by reason of the default of Seller, in addition to any
other remedies to which Buyer is entitled under this Agreement, including,
without limitation, the right to specific performance, if Buyer elects to
terminate this Agreement, Buyer shall be entitled to the return of the
Deposit and all accrued interest.
3.07 Additional Escrow Instructions. If required by Escrow Holder, Buyer and
Seller shall execute Escrow Holder's usual form of supplemental escrow
instructions for transactions of this type, provided, however, that (a) in
the event that any portion of such additional escrow instructions shall be
inconsistent with the provisions of this Agreement, the provisions of this
Agreement shall prevail to the extent of any such
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inconsistency; and (b) no provision thereof shall have the effect of
modifying this Agreement unless it is expressly so stated and such express
statement is initialed by Buyer and Seller.
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SCHEDULE "4"
MISCELLANEOUS PROVISIONS
4.01 Brokers. The parties hereto hereby acknowledges that any brokerage,
broker's, agent's and/or finder's fee that shall have been earned or claimed
in connection with this Agreement is and shall be the sole and exclusive
responsibility of the party employing or allegedly employing a broker, agent
and/or finder, and the other party shall have no liability or responsibility
therefor. Each party shall indemnify the other against and hold the other
party free and harmless from any and all loss, damage, liability or expense
(including costs and reasonable attorneys' fees) that such other party may
incur or sustain by reason of, or in connection with, any claim or liability
on account of a broker, agent and/or finder employed by or allegedly employed
by the other party..
4.02 Attorneys' Fees. In any legal proceeding between Buyer and Seller
seeking enforcement of or attempting to construe any of the terms and
provisions of this Agreement, or in connection with the Property, including,
without limitation, insolvency, bankruptcy, arbitration, declaratory relief
or other litigation, the prevailing party in such action shall be awarded, in
addition to damages, injunctive or other relief, its reasonable costs and
expenses, not limited to service of process, filing fees, court and court
reporter costs, investigation costs, expert witness fees and the cost of any
bonds, and reasonable attorneys' fee (hereinafter "Legal Fees"). In addition,
any Legal Fees incurred in enforcing any judgment, injunctive or other
relief, shall be paid by the party against whom the judgment is being
enforced.
4.03 Notices. Any notice sent by registered or certified mail, return receipt
requested, shall be deemed delivered and effective upon the earlier of (i) if
personally delivered, the date of the receipt of delivery by an individual at
the address of the party to receive such notice; (ii) if delivered by
overnight commercial carrier, on the date of delivery to the address of the
party to receive such notice, as shown on the delivery receipt from such
carrier; (iii) if mailed, on the date of delivery as shown by the sender's
registry or certification receipt; or (iv) if given by facsimile, upon
telephonic confirmation of receipt of such facsimile transmission and
provided further that the facsimile shall be later confirmed by any of the
above-noted three methods. Any communication sent by facsimile must be
confirmed immediately by telephone and also by the end of the next succeeding
business day by written evidence mailed or delivered in accordance with this
Section. Notice sent by any other manner shall be effective only upon actual
receipt thereof. Any party may change its address for purposes of this
Section by giving notice to the other party hereto and to Escrow Holder as
herein provided.
4.04 Assignment. This Agreement shall be binding upon the parties hereto and
their respective heirs, successors or representatives.
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4.05 Relationship of Parties. Except for the provisions of the Existing Lease
which shall remain in full force and effect until earlier terminated in
accordance with the provisions thereof or upon the Closing pursuant to this
Agreement (whichever first occurs), the relationship of the parties to this
Agreement shall be solely that of Buyer and Seller, and nothing herein
contained shall be construed otherwise.
4.06 Governing Law. This Agreement shall be construed in accordance with the
laws of the State of California.
4.07 Pronouns. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the
identity of the parties may require.
4.08 Headings. All headings of this Agreement are for purposes of reference
only and shall not limit or define the meaning of the provisions of this
Agreement.
4.09 Severability. If any paragraph, section, sentence, clause or phrase
contained in this Agreement shall become illegal, null or void against public
policy, or otherwise unenforceable, for any reason, or shall be held by any
court of competent jurisdiction to be illegal, null or void, against public
policy, or otherwise unenforceable, the remaining paragraphs, sections,
sentences, clauses or phrases contained in this Agreement shall not be
affected thereby.
4.10 Waiver. The waiver of any breach of any provision hereunder by Buyer or
Seller shall not be deemed to be a waiver of any preceding or subsequent
breach hereunder. No failure or delay of any party in the exercise of any
right given hereunder shall constitute a waiver thereof nor shall any partial
exercise of any right preclude further exercise thereof.
4.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which shall
constitute one and the same instrument.
4.12 Time of Essence. TIME IS OF THE ESSENCE in this Agreement as to all
dates and time periods set forth herein.
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LIST OF EXHIBITS
Exhibit "A" Legal Description of Property
Exhibit "B" Grant Deed
Exhibit "C" Buyer's Election to Continue Escrow
Exhibit "D" Non-Foreign Status Affidavit
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
PARCEL ONE:
All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map being a
Subdivision of Lot 9 of Tract 3743 (186-MAPS-36 & 37)" which Map was filed
for record in the Office of the Recorder of the County of Santa Xxxxx, State
of California on December 12, 1978 in Book 432, of Maps, at page 3.
PARCEL TWO and PARCEL THREE:
Appurtenant easements
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EXHIBIT "B"
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
__________________________
__________________________
__________________________
Attention: _______________
MAIL TAX STATEMENTS TO:
__________________________
__________________________
__________________________
Attention ________________:
_____________________________________________________________________________
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
GRANT DEED
----------
Documentary Transfer tax is $
( ) Computed on full value of property conveyed, or
( ) Computed on full value less value of liens and encumbrances
remaining at time of sale.
( ) Unincorporated area: ( ) City of _________________,
FOR A VALUABLE CONSIDERATION, receipt of this is hereby acknowledged,
Lincoln Cupertino Associates Limited, a California limited partnership hereby
grants to ______________, a ________________, the following described real
property in the County of Santa Xxxxx, State of California:
See Exhibit "A" which is attached hereto and incorporated by this
reference
Subject to: 1. Current taxes and assessments.
2. [Permitted Exceptions]
IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed as
of this day of , 19 .
Lincoln Cupertino Associates Limited,
a California limited partnership,
By:_________________________________________
Its: _______________________________________
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EXHIBIT "A" to
Grant Deed
PROPERTY DESCRIPTION
--------------------
PARCEL ONE:
All of Parcel 2, as shown upon that certain Map entitled, "Parcel Map being a
Subdivision of Lot 9 of Tract 3743 (186-MAPS-36 & 37)" which Map was filed
for record in the Office of the Recorder of the County of Santa Xxxxx, State
of California on December 12, 1978 in Book 432, of Maps, at page 3.
PARCEL TWO and PARCEL THREE:
Appurtenant easements
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EXHIBIT "C"
BUYER'S ELECTION TO CONTINUE ESCROW
To: _______________ [Escrow Holder]
Re: Buyer's Election to Continue Escrow for Escrow No.
Ladies and Gentlemen:
Under that certain Agreement for Purchase and Sale and Escrow Instructions
(the "Agreement") dated July __, 1996 between Lincoln Cupertino Associates
Limited, a California limited partnership ("Seller") and the Buyer therein,
initially Symantec Corporation, a Delaware corporation ("Buyer"), hereby
elects to proceed with the purchase and tenders herewith the additional sum
of Thousand Dollars ($________) as an increase in the Deposit making the
total Deposit Two Hundred Thousand Dollars ($200,000).
Very truly yours,
BUYER
____________________ a ___________________
By: ______________________________________
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EXHIBIT "D"
NON-FOREIGN STATUS AFFIDAVIT
To inform __________________________________, a ___________________________
(the "Transferee") that withholding of tax under Section 1445 of the Internal
Revenue Code of 1986, as amended ("Code") and under Section 18805(a)(2) of
the California Revenue and Taxation Code will not be required upon the
transfer of certain real property to the Transferee by Lincoln Cupertino
Associates Limited, a California limited partnership (the "Transferor"), the
undersigned hereby certifies the following on behalf of the Transferor:
1. The Transferor is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Code
and the Income Tax Regulations promulgated thereunder);
2. The Transferor's U.S. employer identification number is ______________;
and
3. The Transferor's office address is ____________________________________
The Transferor understands that this Certification may be disclosed to the
Internal Revenue Service by the Transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both. Under
penalty of perjury I declare that I have examined this Certification and to
the best of my knowledge and belief it is true, correct and complete, and I
further declare that I have authority to sign this document on behalf of the
Transferor.
Date ________________, 1996.
Lincoln Cupertino Associates, Limited,
a California limited partnership,
By: Lincoln Property Company No. 309,
Ltd., a California limited partnership
Its General Partner
By: _____________________________________
Xxxxx X. Xxxxxx, Xx.,
Its Managing General Partner
BUYER:
Symantec Corporation ,
a Delaware corporation
By: _____________________________________
Xxxxxx Xxxxx,
Its Executive Vice President
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