EXHIBIT 10.1
Amended and Restated Transfer Agreement
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THIS AGREEMENT is made and entered into as of the 31st day of
March, 1998, by and between those entities listed on the attached Exhibit "A"
(collectively, "Transferors"), having an office c/o Pitney, Xxxxxx, Xxxx & Xxxxx
000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx 00000 and BRANDYWINE OPERATING
PARTNERSHIP, L.P., a limited partnership of the State of Delaware, having an
office at 00 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
("BOP").
RECITALS
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WHEREAS, Transferors and BOP are parties to that certain Real
Property Purchase Agreement, dated February 24, 1998 (the "Prior Agreement").
WHEREAS, Transferors and BOP wish to amend and restate the
Prior Agreement in its entirety.
WHEREAS, collectively Transferors own (1) certain real estate
("Land") as set forth on the attached Exhibit "B," and (2) all improvements,
structures, and fixtures located upon the Land (but excluding any portion of the
same owned by tenants under "Tenant Leases" ("Tenants") if any (as defined
below) ("Improvements"). The Land and Improvements are sometimes referred to
herein collectively as the "Real Property" and, for the purpose of general
description and not the limitation of that which is set forth on Exhibit "B,"
consist primarily of eight (8) office buildings located in the Townships of
Lawrenceville and East Windsor and the City of Trenton in Xxxxxx County, New
Jersey, and in the Township of Xxxxxxxxxx in Somerset County, New Jersey, and in
the City of New Brunswick, Middlesex County, New Jersey, and two (2) tracts of
vacant land located in the Townships of Lawrenceville, Xxxxxx County and
Montgomery, Somerset County, New Jersey. The owner of each parcel of Real
Property is set forth on Exhibit "A."
WHEREAS, BOP desires to acquire and Transferors are willing to
transfer the "Assets" (as defined below), on the terms and conditions
hereinafter documented.
NOW, THEREFORE, in consideration of the promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Transfer. Subject to the terms, covenants, and conditions
of this Agreement, Transferors shall transfer to BOP, and BOP shall acquire from
Transferors, (a) all right, title, and interest of Transferors in the Real
Property, (b) all right, title, and interest of Transferors as lessors in and to
all leases shown on the Rent Roll attached hereto as Exhibit "C"
("Tenant Leases") relating to the leasing of space in the Real Property and all
of the rights, interests, benefits, and privileges of the lessors thereunder,
(c) to the extent assignable, all right, title, and interest of Transferors in
and to any contract rights and agreements (including, but not limited to,
service agreements), the tradenames Princeton Pike Corporate Center, Bloomberg
(518) Business Park, 000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, 00 Xxxx Xxxxx Street
and Xxxxxx Square (all renderings, artwork, flags, awnings depicting or being a
part of ) utility contracts, or other contracts, warranties and guarantees
relating to the operation of the Assets ("Intangible Assets"). The Real
Property, the Tenant Leases, and the Intangible Assets are hereinafter referred
to collectively as the "Assets."
2. Consideration. The consideration ("Consideration") for the
transfer of the Assets shall be the sum of One Hundred Sixty Million and 00/100
Dollars ($160,000,000.00) as may be adjusted in accordance with Paragraph 3
below. Each of the Assets is allocated a portion of the Consideration as set
forth on Exhibit "B" attached hereto. This portion allocated to an individual
Asset shall be hereinafter referred to as the "Asset Allocated Consideration."
3. Payment of Consideration. The Consideration shall be
remitted to Transferors by BOP as follows:
a. Deposit. Concurrently with the execution of the
Prior Agreement, BOP delivered to National Title Service, Inc., agents for
Commonwealth Land Title Insurance Company, Attention: M. Xxxxxx Xxxxxxx, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (the "Escrow Agent") by wire transfer, the
sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) (the
"Initial Deposit"). On or before the Inspection Termination Date, as defined
hereinafter, BOP shall pay to Escrow Agent the sum of One Million and 00/100
Dollars ($1,000,000.00) (the "Additional Deposit") (the Initial Deposit and the
Additional Deposit being referred to herein collectively as the "Deposit").
Escrow Agent shall place the Deposit in an interest-bearing account. The portion
of the Deposit allocated to an individual Asset shall be that percentage of the
entire Deposit equal to the proportion in which the numerator is the Asset
Allocated Consideration and the denominator is the Consideration (the "Asset
Allocated Deposit"). The Escrow Agent shall not be obligated to segregate the
Deposit based upon the Asset Allocated Deposit. The terms and provisions of the
disposition of the Deposit are more particularly set forth in paragraph 10 of
this Agreement.
b. Closing Consideration. The balance of the
Consideration (i) as may be reduced by the principal amount of Transferors' debt
(which equals $16,406,258.46 as of January 31, 1998) with Connecticut General
Life Insurance Company ("Pike IV Lender") that is assumed by BOP for the Asset
known as Princeton Pike Corporate Center IV ("Pike IV"); and (ii) as otherwise
adjusted by the prorations and credits specified herein, shall be remitted on
the "Closing Date" (as defined below) (the amount to be remitted under this
subparagraph B being herein called the "Closing Consideration"). The Closing
Consideration shall be made by one of two methods, which method shall be
selected by Transferors: (a) wire transfer of immediately available federal
funds; or (b) issuance to Transferors or any of Transferors' partners or
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shareholders of Class A Units of Limited Partnership Interest ("Units") in BOP,
the valuation of which Units shall be determined in accordance with the method
set forth in Exhibit "N" attached hereto and made a part hereof provided,
however, that if Transferors or any of Transferors' partners or shareholders
elect and are qualified as "accredited investors," at their option, to receive
all or a portion of their share of the Consideration in the form of Units in
BOP, then the election must be made to BOP in writing no later than March 20,
1998. Such election notice shall also be in form and content substantially
similar to Exhibit "N". If such election is made, the parties thereto shall, in
good faith, execute and deliver to each other such additional documentation as
may be reasonably requested by the other setting forth mutually acceptable terms
for the conveyance of the Units, witch documentation shall include the
representations from the Transferor partnership and the exerciser all as set
forth in Exhibit "N".
4. Title.
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a. Title Policies. Transferors have delivered to BOP
copies of title policies in respect to each of the Assets, dated and prepared by
such title companies as set forth in the summary attached hereto as Exhibit "D"
(collectively the "Title Policy"). BOP shall be using the National Title
Service, Inc. of Commonwealth Land Title Insurance Company as its title company
(the "Title Company").
Transferors shall deliver good and marketable title to the
Assets on the Closing Date. Conclusive evidence of the availability of such
title shall be the willingness of' Title Company to issue to BOP on the Closing
Date an A.L.T.A. owner's title insurance policy ("Owner's Policy"), in the face
amount of the Asset Allocated Consideration for each of the Assets, which
Owner's Policy shall show (i) title to the Asset to be vested of record in BOP,
and (2) the Permitted Exceptions (as hereinafter defined) to be the only
exceptions to title.
b. BOP's Title Examination. If BOP elects to conduct
its own title examination and obtain a survey of any or all of the Assets, then
it shall do so at its sole cost and expense. If BOP objects to title or survey
matters, then it shall do so by the Inspection Termination Date by providing
Transferors with written notice of such objection together with an explanation
thereof (the "Title Notice"). As used in this Agreement, the term "Permitted
Exceptions" means: (a) any and all matters shown on the Title Policy and any
matter as to which (i) BOP does not provide a written exception in the Title
Notice or (ii) as to which Transferors have elected in "Transferors' Notice"
(defined below) not to cure in accordance with the following paragraph but which
BOP nevertheless thereafter elects to accept; (b) all matters reflecting the
existence or terms of Tenant Leases shown on the "Rent Roll" attached as Exhibit
"C" hereto and incorporated herein, other than in the manner of the nature of a
default under any of the Tenant Leases; and (c) all matters, whether or not of
record, that arise out of the actions of BOP, or its agents, representatives, or
contractors.
If, in the Title Notice, BOP notifies Transferors of an
objection or objections to one or more title matters, other than any Permitted
Exceptions and other than any mortgages
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respecting any of the Assets, Transferors shall, within seven (7) days after the
Title Notice, provide BOP with a notice ("Transferors' Notice") stating whether
or not Transferors will cure any or all such defects. Any or all defects which
Transferors elect to cure must be cured prior to Closing (defined below).
Transferors shall be conclusively deemed to have agreed to cure any mortgages
and other voluntary liens dischargeable by the payment of money relative to any
of the Assets by the payment of same at Closing out of the Closing proceeds.
If Transferors elect to cure none or less than all of the
matters properly objected to by BOP (other than those matters which Transferors
are required to cure pursuant to the preceding paragraph), then BOP shall,
within seven (7) days thereafter, provide notice to Transferors that BOP elects
either (a) to accept such cure as Transferors specify in Transferors' Notice or
Transferors are obligated to effect under the preceding paragraph and withdraw
the balance of BOP's objections and proceed to Closing without diminution of the
Consideration, or (b) to terminate this Agreement in respect to the Asset(s)
subject to the uncured title defect, in which case the Asset Allocated Deposit
relative to such Asset(s) shall be forthwith refunded to BOP as well as a
reimbursement of title and survey charges actually incurred by BOP, but not to
exceed Ten Thousand and 00/100 Dollars ($10,000.00) for each affected Asset, and
not more than Thirty Thousand and 00/100 Dollars ($30,000.00) in total, and the
parties shall have no further obligation under this Agreement for each such
affected Asset. Notwithstanding the preceding, BOP shall be permitted to
terminate this Agreement in its entirety if the aggregate value of the Asset(s)
in respect to which it is permitted to terminate this Agreement pursuant to this
paragraph exceeds thirty (30%) percent of the total Consideration; and upon
termination pursuant to this sentence, BOP shall receive a refund of the entire
Deposit, along with a reimbursement of title and survey charges actually
incurred by it, but not to exceed Thirty Thousand and 00/100 ($30,000.00)
Dollars, and the parties shall have no further obligation under this Agreement,
with this Agreement being deemed canceled in its entirety and null and void.
5. Due Diligence Review. BOP shall have a period of
twenty-five (25) days from February 24, 1998 (the "Effective Date") (the
twenty-fifth (25th) such day after the Effective Date being the "Inspection
Termination Date") to complete its due diligence review, examination, and
inspection of all matters pertaining to its acquisition of the Assets,
including, without limitation, the Tenant Leases, service agreements, survey,
and all financial physical, environmental, and compliance matters and conditions
respecting the Assets. BOP shall conduct its due diligence review, inspections,
and examinations in a manner so as to not cause damage, loss, cost, or expense
to Transferors, the Assets, or the tenants of the Assets and so as to not
interfere with or disturb any tenant at the Assets, and BOP will indemnify,
protect, defend, and hold Transferors harmless from and against any such damage,
loss, cost or expense. The foregoing indemnity shall survive Closing or the
termination or cancellation of this Agreement. Without limitation of the
foregoing, in no event shall BOP contact any tenant of the Assets without
Transferors' express written consent. BOP shall procure comprehensive general
liability insurance in connection with its investigations of the Assets and its
entry thereon pursuant to the provisions of this paragraph, with limits,
coverage and from an insurer reasonably satisfactory to Transferors and with
Transferors named as an additional named insured thereunder. Transferors
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shall have the right, at their option, to cause a representative of Transferors
to be present at all inspections, reviews, and examinations conducted hereunder.
BOP, at its expense, shall promptly deliver to Transferors true, accurate, and
complete copies of any written reports relating to the Assets prepared for or on
behalf of BOP by any third party. BOP shall keep all information or data
received or discovered in connection with any of the inspections, reviews, or
examinations strictly confidential in accordance paragraph 13G hereof.
On or prior to the Inspection Termination Date, if BOP has
determined in the exercise of its reasonable discretion, that the Assets are not
suitable for its purposes, then, on notice to Transferors, it may terminate this
Agreement and receive a return of the Deposit in accordance with the provisions
of paragraph 10. In the event such a notice is not tendered to Transferors on or
prior to the Inspection Termination Date, then BOP shall be deemed to have
waived its rights pursuant to this paragraph, and shall proceed to Closing
hereunder.
6. Closing; Time of the Essence. The transfer of the Assets
herein provided shall be consummated by delivery and exchange of the necessary
funds and documents by the parties to each other in order to consummate the
transaction contemplated by this Agreement on the Closing Date. The "Closing
Date" shall be the seventh (7th) day following the Inspection Termination Date,
provided that BOP has not previously exercised its right to terminate this
Agreement in accordance with paragraph 5 hereof. Time is of the Essence for the
Closing Date, however, in order to satisfy the requirements of paragraphs
6A(l)(o) or 11A(3), Transferors may elect in writing to extend such Closing Date
for a period of thirty (30) days.
a. Deliveries. At the Closing, the parties shall
deliver the following:
(1) By Transferors.
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(a) a duly executed and
acknowledged original deed of bargain and sale with covenant against grantor's
acts in customary New Jersey form ("Deed") in favor of BOP, conveying the Real
Property portion of the Assets to BOP;
(b) a duly executed and
acknowledged counterpart of an Assignment and Assumption in the form of Exhibit
"E" attached hereto and made a part hereof ("Assignment and Assumption"),
covering the interest of Transferors in the Tenant Leases and the Intangible
Assets to be conveyed to BOP hereunder;
(c) an affidavit of title in
the customary New Jersey form;
(d) a certificate of each of
Transferors respecting the "non-foreign" status of each of Transferors in order
to satisfy the requirements of Section 1445(f) of the Internal Revenue Code;
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(e) a duly executed counterpart of
a Xxxx of Sale in the form of Exhibit "F" covering the any personal property to
be conveyed to BOP hereunder;
(f) to the extent available to
Transferors, originals of all Tenant Leases;
(g) to the extent available to
Transferors, originals of all governmental licenses, permits, approvals,
certificates of occupancy, and the like, and originals of all plans and
specifications respecting the Assets and originals of all service contracts
concerning or affecting the Assets;
(h) any and all Tenant Estoppel
Certificates not previously delivered to BOP. Transferors shall be deemed to
have satisfied this requirement upon presentation to BOP of Tenant Estoppel
Certificates for any tenant occupying not less than eighty percent (80%) of the
gross rentable square footage of the relevant parcel of Real Property.
Notwithstanding the preceding, Transferors shall be obligated to provide Tenant
Estoppel Certificates for any tenant occupying in excess of ten percent (10%) of
the gross rentable square footage of any relevant parcel of the Real Property.
In lieu of Tenant Estoppel Certificates, Transferors may elect to satisfy their
percentage requirements of this paragraph with the delivery to BOP of Landlord
Estoppel Certificate(s);
(i) form letters executed by
Transferors and addressed to each tenant at the Assets and each service
provider, advising such tenants ("Notice to Tenants") and service providers of
the transfer of the Assets to BOP;
(j) a counterpart Transferors-BOP
closing statement reflecting all financial aspects of the transaction;
(k) all keys and security codes, if
any, to the Real Property;
(l) a current Rent Roll;
(m) a certificate that all of
Transferors' representations and warranties remain true in all material respects
as of the Closing;
(n) a receipt from all brokers
identified in this Agreement, stating the payment in full of all brokerage
commissions due to such brokers;
(o) to the extent issued by the New
Jersey Department of Environmental Protection and available to Transferors,
Industrial Site Recovery Act, N.J.S.A.- 13:1K-6 et seq., (ISRA) determination
letters for each of the Assets;
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(p) such other documentation as may
be reasonably requested by the Title Company to vest title to the Assets in BOP;
(q) a duly executed and
acknowledged counterpart of an Assignment, Assumption and Estoppel Agreement in
form and substance substantially similar to Exhibit "M" attached hereto and made
a part hereof, evidencing the parties agreement that, upon Closing, Transferors
have assigned and BOP has assumed the principal amount of the Pike IV debt and
all rights and responsibilities under the loan documents with the Pike IV
Lender.
(2) By BOP. BOP shall deliver (i) the
Closing Consideration in accordance with paragraph 3B hereof, (ii) a duly
executed and acknowledged counterpart of the Assignment and Assumption covering
the assumption by BOP of Transferors' obligation under the Tenant Leases and the
Intangible Assets to be conveyed to BOP hereunder as well as Transferors'
obligations for any and all real estate commissions and tenant improvement costs
approved by BOP as set forth on the attachment to the Assignment and Assumption,
Exhibit "E", and (iii) a duly executed and acknowledged counterpart of an
Assignment, Assumption and Estoppel Agreement in form and substance
substantially similar to Exhibit "M" attached hereto and made a part hereof,
evidencing the parties agreement that, upon Closing, Transferors will have
assigned and BOP will have assumed the principal amount of the Pike IV debt and
all rights and responsibilities under the loan documents with the Pike IV
Lender. In addition, BOP shall duly execute the Notices to Tenants and shall be
responsible for the prompt delivery of the same to the tenants of the Assets.
b. Closing Costs. BOP shall pay (1) all costs and
expenses of the issuance of the Owner's Policy and the policies of title
insurance herein provided, including, but not limited to, survey costs, title
insurance premiums, and the costs of any preliminary title reports required in
connection with the same, and (2) the cost of any of its examinations and
inspections and audits of the Assets, including, but not limited to, the cost of
any environmental or financial audits. Transferors shall pay the New Jersey
transfer taxes payable in connection with the recording of the Deed. Transferors
and BOP shall each pay their respective (i) legal fees and expenses, (ii) share
of prorations (as provided below) and (iii) all assumption fees due in
connection with the Pike IV loan.
c. Prorations.
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(1) Items to Be Prorated. With respect
to income and expenses for the month of the Closing, the following shall be
prorated between Transferors and BOP as of the Closing Date, and except where
specifically provided in this Agreement to the contrary, Transferors shall be
entitled to the income and responsible for expenses of the Assets prior to the
Closing Date and BOP shall be entitled to the income and responsible for
expenses of the Assets after the Closing Date:
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(a) All real estate taxes on the
Assets for the current year. In no event shall Transferors be charged with or be
responsible for any increase in the taxes on the Assets after the Closing
resulting from the transfer of the Assets or from any improvements made or
leases entered into at any time or for any reason.
(b) All current rentals and other
tenant reimbursements required under the Tenant Leases and received by
Transferors as of the Closing Date. As and when collected after the Closing
Date, BOP will pay all rentals in regards to Transferors' period of ownership to
Transferors (including, without limitation, delinquent rentals). BOP shall be
deemed to be holding such rentals in trust for Transferors until such payment is
made. BOP further agrees on reasonable request of Transferors to provide an
accounting for such rentals received after the Closing Date.
(c) All operating expenses.
(2) Security Deposits. Security deposits under
Tenant Leases (if and to the extent that such deposits are in Transferors'
actual possession and have not been otherwise permissibly applied by Transferors
pursuant to the relevant Tenant Leases to any other obligations of any lessee
under the Tenant Leases) shall be credited against the Consideration.
(3) Calculation. The prorations and payments shall
be made on the basis of a written statement submitted to BOP by Transferors
three (3) business days prior to the Closing Date and approved by BOP and
Transferors. In the event any prorations or apportionments made under this
subparagraph C shall prove to be incorrect for any reason within ninety (90)
days from the Closing Date, then either party shall be entitled to an adjustment
to correct the same. Any item which cannot be finally prorated because of the
unavailability of information including but not limited to prior year Common
Area Maintenance (CAM) expense reconciliations, shall be tentatively prorated on
the basis of the best data then available and recalculated when the information
is available, which both parties agree shall be completed on or before one (1)
year from the Closing Date.
(4) Indemnity. BOP shall indemnify, protect, defend,
and hold Transferors harmless from and against any and all claims by and
liabilities to any third persons arising out of the deposits or fees for which
BOP obtains a credit as provided in subparagraph (1)(b) or (2) above in this
paragraph C.
(5) Closing Credit. Transferors shall provide BOP
with a yield protection credit of $1.6 million dollars against the Consideration
if BOP assumes the Pike IV Lender debt.
7. Destruction/Condemnation of Assets. In the event any of the
Assets is damaged or destroyed by any casualty or by a partial taking or
condemnation under the provisions of applicable eminent domain law after the
date hereof but prior to the Closing Date,
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Transferors shall have no obligation to repair or replace any such damage or
destruction. Transferors shall, upon consummation of the transaction herein
provided, assign to BOP all claims of Transferors under or pursuant to any
applicable casualty insurance coverage or under the provisions of applicable
eminent domain law and all proceeds from any such casualty insurance or
condemnation awards received by Transferors on account of any such casualty or
condemnation, the damage from which shall not have been repaired by Transferors
prior to the Closing Date (and there shall be no reduction of the
Consideration). Notwithstanding the foregoing, in the event any of the Assets
are damaged or destroyed by any casualty or by a partial taking or condemnation
under the provisions of applicable eminent domain law after the date hereof but
prior to the Closing Date, BOP shall have no obligation to acquire any of the
Asset(s) if such damage, destruction or taking exceeds $350,000 for any one
Asset or fifteen (15%) percent or more of the Real Property for any one Asset.
In the event BOP elects to terminate this Agreement in respect to the Asset(s)
subject to the destruction/condemnation as provided in this paragraph 7, the
Asset Allocated Deposit relative to such Asset(s) shall be forthwith refunded to
BOP, the Consideration shall be reduced by the Asset Allocated Consideration
relative to such Asset(s) and the parties shall have no further obligation under
this Agreement for each such affected Asset.
8. Representations and Warranties.
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a. DISCLAIMER OF REPRESENTATIONS OR
WARRANTIES BY TRANSFERORS. Except as otherwise expressly provided in paragraph
8B below, BOP hereby acknowledges and agrees that the transfer of the Assets
hereunder is and will be made on an "AS IS, WHERE IS" basis and that Transferors
have not made, does not make, and specifically negates and disclaims any
representations, warranties, or guarantees of any kind or character whatsoever,
whether express or implied, oral or written, past, present, future, or otherwise
of, as to, concerning, or with respect to the Assets, including, without
limitation, (1) environmental matters relating to the Assets or any portion
thereof, (2) geological conditions, including, without limitation, subsidence,
subsurface conditions, water table, underground water reservoirs, limitations
regarding the withdrawal of water, and faulting, (3) whether or not and to the
extent to which the Assets or any portion thereof is affected by any stream
(surface or underground), body of water, flood prone area, flood plain,
floodway, or special flood hazard, (4) drainage, (5) soil conditions, including
the existence of instability, past soil repairs, soil additions, or conditions
of soil fill, or susceptibility to landslides, or the sufficiency of any
undershoring, (6) zoning to which the Assets or any portion thereof may be
subject, (7) the availability of any utilities to the Assets or any portion
thereof including, without limitation, water, sewage, gas, and electric, (8)
usages of neighboring properties, (9) access to the Assets or any portion
thereof, (10) the value, compliance with the plans and specifications, size,
location, age, use, design, quality, description, durability, structural
integrity, operation, title to, or physical or financial condition of the Assets
or any portion thereof, or any income, expenses, charges, liens, encumbrances,
rights, or claims on or affecting or pertaining to the Assets or any part
thereof, (11) the presence of Hazardous Substances, as defined hereinafter, in
or on, under, or in the vicinity of the Assets, (12) the condition or use of the
Assets or compliance of the
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Assets with any or all past, present, or future federal, state, or local
ordinances, rules, regulations, or laws, building, fire, or zoning ordinances,
codes, or other similar laws, (13) the existence or non-existence of underground
storage tanks, (14) any other matter affecting the stability or integrity of the
Land or Improvements, (15) the potential for further development of the Assets,
(16) the existence of vested land use, zoning, or budding entitlements affecting
the Assets or (17) the merchantability of the Assets or fitness of the Assets
for any particular purpose (BOP affirming that BOP has not relied on
Transferors' skill or judgment to select or furnish the Assets for any
particular purpose, and that Transferors make no warranty that the Assets are
fit for any particular purpose). For purposes hereof, the term "Hazardous
Substances" means any hazardous, toxic, or dangerous waste, substance, or
material, pollutant or contaminant, as defined for purposes of the Comprehensive
Environmental Response Compensation and Liability Act of 1980 (42 U.S.C.
Sections 9601 et seq.), as amended ("CERCLA"), or the Resource Conservation and
Recover), Act (42 U.S.C. Sections 6901 et seq.), as amended, or any other
federal, state, or local law, ordinance, rule, or regulation applicable to the
Assets, or any substance which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous, or any
substance which contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls ("PCBs"), radon gas, urea formaldehyde, asbestos, or
lead. BOP acknowledges that it has or will complete all physical and financial
examinations relating to the acquisition of the Assets hereunder and will
acquire the same solely on the basis of such examinations and the title
insurance protection afforded by the Owner's Policy and not on any information
provided or to be provided by Transferors. BOP further acknowledges and agrees
that any information provided or to be provided with respect to the Assets was
obtained from a variety of sources and that Transferors have not made any
independent Investigation or verification of such information and makes no
representations as to the accuracy or completeness of such information.
Transferors shall not be liable for any negligent misrepresentation or any
failure to investigate the Assets nor shall Transferors be bound in any manner
by any verbal or written statements, representations, appraisals, environmental
assessment reports, or other information pertaining to the Assets or the
operation thereof furnished by Transferors or by any real estate broker, agent,
representative, employee, servant, or other person acting on Transferors'
behalf. It is understood and agreed that the Assets are transferred by
Transferors to BOP subject to the foregoing.
b. Representations and Warranties of Transferors.
Transferors hereby represent and warrant to BOP that, as of the Effective Date
and at all times through the Closing Date:
(1) Authority. On the Closing Date,
Transferors will have all requisite power and authority to execute and deliver
and to perform all of its obligations under this Agreement.
(2) Due Execution. As of the Effective
Date and on the Closing Date, the execution, delivery, and performance of this
Agreement have been duly authorized by all necessary action on the part of
Transferors.
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(3) Enforceability. As of the date hereof and on the
Closing Date, this Agreement constitutes a legal, valid and binding obligation
of Transferors enforceable against Transferors in accordance with its terms,
except as limited by bankruptcy, insolvency, reorganization, moratorium, and
other similar laws of general applicability relating to or affecting the
enforcement of creditors' rights and general equitable principles.
Notwithstanding the preceding subparagraphs 13B(l)-(3), BOP
hereby acknowledges and agrees that Transferors' representations and warranties
contained therein are limited by certain tenant and partner "Rights to Purchase"
for the Assets known as Bloomberg (518) Business Park and Xxxxxx Square,
respectively, as such rights are more fully addressed on Exhibit "J" and in
paragraph 11A(3), "Transferors' Conditions to Closing."
(4) Rent Roll. Transferors have delivered or made
available to BOP copies of all Tenant Leases and other occupancy agreements
affecting the Assets. To the best of Transferors' knowledge, the Rent Roll
attached hereto as Exhibit "C" is true and complete, and identifies (i) each
tenant of the Assets under the Tenant Leases; (ii) the commencement date of the
Tenant Leases; (iii) the expiration date of the Tenant Leases; (iv) the monthly
minimum rental charge, the tenant's share of budding operating costs (including
without limitation, taxes) and any and all costs, expenses and other charges
payable by the tenant under the Tenant Leases.
(5) Service Agreements. Transferors have delivered
or made available to BOP copies of all management, leasing, and other service
contracts and other contracts and agreements available or otherwise known to
Transferors that will affect the ownership, use, and/or operation of the Assets
after the Closing.
(6) Suits and Proceedings. To the best of
Transferors' knowledge, there are no actions, suits, or proceedings pending or
threatened against or affecting any of the Transferors or the Assets which, if
determined adversely to any of the Transferors, would adversely affect its
ability to perform its obligations hereunder, or materially adversely affect the
Assets except for actions for possession, damages and or rent, if any, against
defaulted tenants under the Tenant Leases, as disclosed on Exhibit "G."
(7) Employment on "At-Will" Basis. All persons and
entities presently employed in connection with the operation and maintenance of
the Assets are employed on an "at will" basis; are dischargeable upon thirty
(30) days notice, and, unless otherwise directed by BOP, shall not be employed
in connection with the operation and maintenance of the Assets after Closing.
Transferors have no employment agreements, either written or oral, with any
person which would require BOP to employ any person after the date hereof, in
connection with the operation and maintenance of the Assets after Closing.
Transferors acknowledge and are aware that BOP may, but shall have no obligation
to, offer employment to any of the current employees of Transferors.
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(8) Condemnation. Except as set forth on Exhibit
"H," there is no condemnation or eminent domain proceeding pending with regard
to any part of the Assets, and to the best of Transferors' knowledge, no such
proceedings are proposed.
(9) Leases. To the best of Transferors' knowledge,
no tenant has advised Transferors that Transferors are in default under any of
the Tenant Leases, or asserted any claim or basis for any claim for free or
reduced rent or right of setoff against the landlord or the rent under the
Tenant Leases, and Transferors and its agents have no actual knowledge of any
default or any event which has taken place which, with the passage of time, or
the delivery of notice, or both, could become an event of Transferors' default.
To the best of Transferors' knowledge, Transferors have the sole right to
collect rents under the Tenant Leases, and neither such right nor any of the
Tenant Leases has been assigned, pledged, hypothecated or otherwise encumbered
by Transferors except as additional collateral for the existing mortgages upon
the Assets which shall be satisfied at or before Closing. To the best of
Transferors' knowledge, no holder of any such collateral assignment has asserted
or exercised any of its right to collect such rents. Except as provided on the
Assignment and Assumption, Exhibit "E", any tenant improvements which
Transferors are obligated to complete pursuant to any Tenant Leases (or any
unsigned lease proposal or lease amendment) has been completed as of this date
or shall be completed as of Closing, and all costs therefore have been or shall
be Consideration by Transferors, and all of Transferors' work has or shall have
been accepted by the tenant without exception on or before Closing.
(10) Compliance with Law. Except as may be set forth
in the Transferors' environmental reports previously delivered to BOP, to the
best of Transferors' knowledge without independent investigation there are no
Hazardous Substances (defined below) and no Hazardous Wastes (defined below)
present on the Assets including, without limitation, asbestos, flammable
substances, explosives, radioactive materials, hazardous wastes, toxic
substances, pollutants, pollution, contaminant, polychlorinated biphenyls
("PCBs"), urea formaldehyde foam insulation, radon, corrosive, irritant,
biologically infectious materials, petroleum product, garbage, refuse, sludge,
hazardous or waste materials, and there has been no use of the Assets that may,
under any federal, state or local environmental statute, ordinance or
regulation, require, at any time, any closure or cessation of the use or
occupancy of the Assets and/or impose, at any time, upon the owner of the Assets
any clean-up or other monetary obligation. To the best of Transferors'
knowledge, Transferors have not been identified in any litigation,
administrative proceeding or investigation with respect to the Assets as a
responsible party or potentially responsible party for any liability for
clean-up costs, natural resource damages or other damages or liability for prior
disposal or release of Hazardous Substances, Hazardous Wastes or other
environmental pollutants or contaminants, and no lien or superlien has been
recorded, filed or otherwise asserted against any real or personal assets of
Transferors for any clean-up costs or other costs incurred in connection with
any environmental contamination that is attributable, in whole or in part, to
Transferors Assets. For purposes of this Agreement, "Hazardous Substances" means
actionable amounts of those elements and
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compounds which are designated as such in Section 101(14) of the Comprehensive
Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601(14),
as amended, all petroleum products and by-products, and any other hazardous
substances as that term may be further defined in any and all applicable
federal, state and local laws including the New Jersey Industrial Site Recovery
Act ("ISRA"); and "Hazardous Wastes" means actionable amounts of any hazardous
waste, residential or household waste, solid waste, or other waste as defined in
applicable federal, state and local laws. Transferors have not received any
summons, citation, directive, letter or other communication, written or oral,
from any governmental or quasi-governmental authority concerning any intentional
or unintentional action or omission on Transferors' part in connection with the
Assets which (a) resulted in the releasing, spilling, leaking, pumping, pouring,
emitting, emptying or dumping of Hazardous Substances or Hazardous Wastes, or
(b) related in any way to a violation in the generation, storage, transport,
treatment or disposal of Hazardous Substances or Hazardous Wastes. To the best
of Transferors' knowledge, neither the Assets nor any portion thereof, have been
identified on the federal CERLIS, the National Priorities List (40 C.F.R. Part
300, App. B) or any state or local list of potential hazardous waste disposal
sites.
(11) Permits, Approvals and Certificates. To the
best of Transferors' knowledge, all required certificates of occupancy for the
Assets and for separately demised spaces at the Assets, and all other licenses,
permits, authorizations and approvals necessary for the operation of the Assets,
have been validly issued.
(12) FIRPTA. Transferors are not "foreign persons"
as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of
1954, as amended (the "Code").
(13) Operating Statement. To the best of
Transferors' knowledge, Exhibit "I" is a correct and complete list of the cash
basis income statements for 1995, 1996 and 1997 containing all (a) actual
expenses of the Assets, including real estate taxes, heat, electric, insurance,
water, sewer, gas, fuel oil, trash removal, maintenance and repairs for 1995,
1996 and 1997; and (b) actual income collected from rents and other charges paid
by tenants (but specifically excluding interest in reserves, tenant security
deposits held as such, and interest thereon) for 1995, 1996 and 1997.
(14) Mechanic's Liens. To the best of Transferors'
knowledge, except as provided in the Assignment and Assumption, Exhibit "E", no
work has been performed or is in progress at, and no materials have been
furnished to the Assets which, though not presently the subject of, might give
rise to construction, mechanic's, materialmen's, municipal or other liens
against the Assets or any portion thereof, except that for which full and
complete releases have been obtained. If any lien for any such work is filed
before or after Closing, Transferors shall promptly discharge the same.
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(15) Rights to Purchase. Except as may be provided
on Exhibit "J," to the best of Transferors' knowledge, there are no outstanding
agreements, options, rights of first refusal, conditional sales agreements or
other agreements or arrangements, whether oral or written, regarding the
purchase and sale to any third party of the Assets.
(16) Rollback Rates. Except as may be provided on
Exhibit "K," the Assets are not subject to any roll-back or agricultural
taxation or other similar tax abatement program. To the extent that any of such
Assets as provided on Exhibit "K" are subject to such rollbacks or abatements,
Transferors make no representation or warranty as to the continuation of such
status and BOP shall be solely responsible for payment of any rollback taxes
and/or the cost and responsibility for continuation of the abatement status.
(17) Development Agreements. Except as may be
provided on Exhibit "L," to the best of Transferors' knowledge, Transferors are
in compliance with and have fully paid and discharged all obligations arising
under any and all development and any and all other agreements with county,
municipal and other governmental and quasi-governmental agencies and authorities
respecting the ownership, development and operation of the Assets and all
portions thereof.
c. Representations and Warranties of BOP. BOP hereby
represents and warrants to Transferors that as of the Effective Date and at all
times through the Closing Date:
(1) Authority. BOP has all requisite power and
authority to execute and deliver and to perform all its obligations under this
Agreement.
(2) Due Execution. The execution, delivery, and
performance of this Agreement have been duly authorized by all necessary
corporate action on the part of BOP and does not and will not (i) require any
consent or approval of any other party or individuals that have not been
obtained or (ii) violate any provision of BOP's formation or governing
documents, if any.
(3) Enforceability. This Agreement constitutes a
legal, valid, and binding obligation of BOP enforceable against BOP in
accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization moratorium, and other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and general
equitable principles.
(4) Intention. BOP is acquiring the Assets for its
own account and not with a view to any public sale or distribution thereof,
provided, however, nothing herein shall be construed or applied to prohibit or
otherwise limit BOP's right to dispose of all or any portion of BOP's interest
in the Assets in compliance with all applicable law.
-14-
(5) Expertise. BOP has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits
and risks relating to its acquisition of the Assets and making an informed
acquisition and investment decision in connection therewith.
(6) Due Diligence. BOP has or will have made such
examination, review, and investigation of the facts and circumstances necessary
to evaluate the Assets as it has deemed necessary or appropriate to form a basis
for its evaluation of an acquisition of the Assets.
(7) No Bankruptcy/Dissolution Event. No "Bankruptcy/
Dissolution Event" (as defined below) has occurred with respect to BOP. BOP has
sufficient capital or net worth to meet its obligations, including remittance of
the Consideration, under this Agreement.
d. Survival of Representations and Warranties. The
representations and warranties of the parties hereto contained in paragraphs 8B
and 8C of this Agreement shall survive the expiration or earlier termination of
this Agreement, the Closing, and all conveyance of title to BOP for a period of
six (6) months.
e. BOP'S WAIVER AND RELEASE. As part of BOP's
agreement to acquire and accept the Assets "AS-IS WHERE-IS," and not as a
limitation on such agreement, BOP, except as otherwise expressly provided in
paragraph 8B above, hereby unconditionally and irrevocably waives any and all
actual or potential rights BOP might have regarding any form of warranty,
express or implied, of any kind or type, relating to the Assets or any of the
matters referred to in subparagraph A above ("Assets Condition"). Such waiver is
absolute, complete, total and unlimited in any way. Such waiver includes, but is
not limited to, a waiver of express warranties, implied warranties, warranties
of fitness for a particular use, warranties of merchantability, warranties of
habitability, strict liability rights, and claims, liabilities, demands, or
causes of action of every kind and type, whether statutory, contractual or under
tort principles, at law or in equity, including, but not limited to, claims
regarding defects which might have been discoverable, claims regarding defects
which were not or are not discoverable, product liability claims, product
liability type claims, all other extant or later created or conceived of strict
liability or strict liability type claims and rights, and any claims under
CERCLA, except to the extent Transferors willfully fail to disclose relevant
material facts or if Transferors commit fraud. Except as otherwise expressly
provided in paragraph 8B above, effective upon the Closing Date, and to the
fullest extent permitted by law, BOP hereby, releases, discharges, and forever
acquits Transferors and every entity affiliated with Transferors and all of
their officers, directors, shareholders, employees, agents, and independent
contractors, and the successor of each and every one of them, from all demands,
claims, liabilities, obligations, costs, and expenses which BOP may suffer or
incur relating to the Assets Condition or any other aspect of the Assets. As
part of the provisions of this subparagraph E, but not as a limitation thereon,
BOP hereby agrees, represents, and warrants that the matters released herein are
not limited to
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matters which are known or disclosed, and BOP hereby waives any and all rights
and benefits which it now has, or in the future may have conferred upon it, by
virtue of the provisions of federal, state, or local law, rules, or regulations.
In this connection and to the extent permitted by law, BOP
hereby agrees, represents, and warrants that BOP realizes and acknowledges that
factual matters now unknown to it may have, given or may hereafter give rise to
causes of action, claims, demands, debts, controversies, damages, costs, losses,
and expenses which are presently unknown, unanticipated and unsuspected, and BOP
further agrees, represents, and warrants that the waivers and releases herein
have been negotiated and agreed upon in light of that realization and that BOP
nevertheless hereby intends to release, discharge, and acquit Transferors from
any such unknown causes of action, claims, demands, debts, controversies,
damages, costs, losses, and expenses which might in any way be included in the
waivers and matters released as set forth in this subparagraph E.
9. BOP's Indemnification.
----------------------
BOP shall indemnify, protect, and defend Transferors against
and hold them harmless from (1) any "Claim" (as defined below) which arises
under the Assignment and Assumption, Exhibit "E", or which arises or accrues on
or after the Closing Date in connection with BOP's indemnification obligations
under paragraphs 5, 6C(4) and 13A, and (2) any Claim in any way arising from
BOP's inspections or examinations of the Assets prior to the Closing Date.
"Claim" means any obligation, liability, claim (including; any
claim for damage to Assets or injury to or death of any persons), lien or
encumbrance, loss, damage, cost, or expense.
BOP's indemnification obligations under this Agreement shall
cover the costs and expenses of Transferors, including reasonable attorneys'
fees, related to any actions, suits, or judgments incident to any of the matters
covered by such indemnities. BOP's indemnification obligations under this
Agreement shall also extend to any present or future advisor, trustee, director,
officer, partner, employee, beneficiary, shareholder, participant, or agent of
or in Transferors or any entity now or hereafter having a direct or indirect
ownership interest in Transferors. BOP's indemnification obligations under this
Agreement shall survive the Closing of the transaction contemplated hereunder.
BOP's indemnification obligations under paragraphs 5, 6C(4) and 13A shall
survive regardless of whether the transaction contemplated by this Agreement
closes.
10. Disposition of Deposit.
-----------------------
a. If the transaction herein provided shall not
be Closed, due to BOP's determination in the exercise of its reasonable
discretion that the Assets are not suitable
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for its purposes in accordance with paragraph 5 hereof, then neither BOP nor
Transferors shall have defaulted under this Agreement, and if this Agreement has
been terminated as provided herein, then the Deposit, together with all
interest, shall be returned to BOP, and neither party shall have any further
obligation or liability to the other.
b. In the event that any of Transferors'
Representations and Warranties contained in paragraph 8B of this Agreement are
materially false or if Transferors have failed or been unable to have performed
any of Transferors' Covenants contained in paragraph 12 of this Agreement which
are to be performed by Transferors on or before the date set forth in this
Agreement for the performance thereof, BOP may, prior to Closing, at its option,
terminate this Agreement by giving written notice of such termination to
Transferors and thereafter the Deposit shall be returned to BOP, and thereupon,
subject to the provisions of paragraph 9, the parties shall have no further
liability to each other hereunder. In the alternative, but without limiting
BOP's right upon any default by Transferors hereunder to receive the prompt
return of the Deposit, and solely in the event Transferors' default constitutes
Transferors' willful act or intentional omission, BOP may seek to enforce
specific performance of this Agreement.
c. BOP recognizes that the Assets will be removed by
Transferors from the market during the existence of this Agreement and that if
the transfer of the Assets contemplated hereby is not consummated because of
BOP's default, Transferors shall be entitled to compensation for such detriment.
Transferors and BOP acknowledge that it is extremely difficult and impracticable
to ascertain the extent of the detriment, and to avoid this problem, Transferors
and BOP agree that if the transfer of the Assets contemplated in this Agreement
is not consummated because any of BOP's Representations and Warranties contained
in paragraph 8C of this Agreement are materially false or because of BOP's
default under this Agreement, Transferors shall be entitled to retain the
Deposit as liquidated damages. The parties agree that the sum stated above as
liquidated damages shall be in lieu of any other relief to which Transferors
might otherwise be entitled, Transferors hereby specifically waiving any and all
rights which it may have to damages or specific performance as a result of BOP's
default under this Agreement.
d. In the event of Transferors' default under
subparagraph B above which results in BOP's termination of this Agreement, upon
termination by BOP hereunder, in addition to receiving the immediate return of
the Deposit, anything contained in the Agreement to the contrary
notwithstanding, BOP shall also receive from Transferors, upon demand, BOP's
actual, documented out-of-pocket costs and expenses associated with this
Agreement and BOP's anticipated acquisition of the Assets including, without
limitation, BOP's reasonable counsel fees and costs, title expenses, survey
costs, and other costs and expenses associated with BOP's due diligence,
including, without limitation, legal, financial and accounting due diligence,
BOP's structural inspection of the Assets and BOP's environmental assessment of
the Assets (collectively, "Transaction Costs"). The foregoing list is not
intended to be exclusive, but representative of the costs and expenses that the
parties anticipate that BOP will incur in
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anticipation of this transaction. Transferors' maximum reimbursement liability
under this subparagraph D shall not exceed $15,000 for any one Asset and $75,000
for all of the Assets.
11. Conditions to Closing.
----------------------
a. Transferors' Conditions to Closing. In addition
to the conditions provided in other provisions of this Agreement, Transferors'
obligations to perform its undertakings provided in this Agreement (including
its obligation to transfer the Assets) are conditioned on the following:
(1) Performance by BOP. The due performance
by BOP of each and every undertaking and agreement to be performed by it
hereunder (including the delivery to Transferors of the items specified to be
delivered by BOP in paragraph 6 hereof) and the material truth of each
representation and warranty made by BOP in this Agreement at the time as of
which the same is made and as of the Closing Date as if made on and as of the
Closing Date and BOP has delivered to Transferors a certificate duly executed by
BOP reaffirming the same as of the Closing Date.
(2) No Bankruptcy or Dissolution. That at
no time on or before the Closing Date shall any of the following
("Bankruptcy/Dissolution Event") have occurred with respect to BOP: (i) the
commencement of a case under Title 11 of the U.S. Code, as now constituted or
hereafter amended or under any other applicable federal or state bankruptcy law
or other similar law; (ii) the appointment of a trustee or receiver of any
Assets interest; (iii) an assignment for the benefit of creditors; (iv) an
attachment, execution, or other judicial seizure of a substantial Assets
interest; (v) the taking of, failure to take, or submission to any action
indicating an inability to meet its financial obligations as they accrue; or
(vi) a dissolution or liquidation, death, or incapacity.
(3) Tenant/Partner "Rights to Purchase."
That on or before the Closing Date, tenant and partner "Rights to Purchase"
shall have been canceled, waived or otherwise terminated for the Assets known as
Bloomberg (518) Business Park and Xxxxxx Square, respectively, as such rights
are more fully addressed on Exhibit "J". To the extent that either or both of
the aforementioned "Rights to Purchase" have not been canceled, waived or
otherwise terminated on or before the Closing Date, then Transferors may elect
to terminate this Agreement in respect to such Asset(s), the Asset Allocated
Deposit relative to such Asset(s) shall be forthwith refunded to BOP, the
Consideration shall be reduced by the Asset Allocated Consideration relative to
such Asset(s) and the parties shall have no further obligation under this
Agreement for either or both of such Assets.
b. BOP's Conditions to Closing. In addition to the
conditions provided in other provisions of this Agreement, BOP's obligations to
perform its undertakings provided in this Agreement (including its obligation to
acquire the Assets) are conditioned on the following:
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(1) Performance by Transferors. The due
performance by Transferors of each and every undertaking and agreement to be
performed by them hereunder (including the delivery to BOP of the items
specified to be delivered by Transferors in paragraph 6), and the material truth
of each representation and warranty made by Transferors in this Agreement at the
time as of which the same is made, and as of the Closing Date as if made on and
as of the Closing Date and Transferors have delivered to BOP a certificate duly
executed by Transferors reaffirming same as of the Closing Date.
(2) No Bankruptcy or Dissolution. That at
no time on or before the Closing Date shall a Bankruptcy/Dissolution Event have
been done by, against, or with respect to Transferors or any of the general
partners of Transferors.
12. Transferors' Covenants. Transferors covenant that they
will, after the date hereof until the Closing Date:
a. Maintenance. Maintain the Assets in their current
condition and repair, reasonable wear and tear alone excepted, operate the
Assets with first class management practices and leasing standards in its usual
and customary manner (including, but not limited to, maintaining in effect until
the Closing Date, the insurance policies now in effect with respect to the
Assets), and pay in the normal course of business prior to Closing, all sums due
for work, materials or service furnished or otherwise incurred in the ownership
and operation prior to Closing, except to the extent BOP is expressly assuming
obligations as set forth in the Assignment and Assumption, Exhibit "E," or
otherwise provided by this Agreement.
b. Alterations. Not make or permit to be made any
alterations, improvements or additions to the Assets without the prior written
consent of BOP, except those made by tenants pursuant to the right to do so
under their Tenant Leases, or by Transferors or its agents or representatives if
required by applicable law or ordinance, or as required under any Tenant Leases.
c. Lease. Not enter into any new lease, nor amend,
modify or terminate any existing Tenant Leases without BOP's reasonable consent,
except to the extent such new lease or amendment or modification equals or
exceeds the minimum leasing standards as set forth in the Proforma Assumptions
Section on page 4-15 of the investment offering previously prepared by
Transferors and delivered to BOP in connection with the marketing of the Assets
for sale.
d. Security Deposits. Not improperly apply any
tenant's security deposit to the discharge of such tenant's obligations in
violation of law or any terms of the Tenant Leases.
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e. Xxxx Tenants. Timely xxxx all tenants for all
rent billable under the Tenant Leases.
f. Notice to BOP. Notify BOP promptly of the
occurrence if, and to the extent Transferors receive notice, or have actual
knowledge of any of the following: (i) a fire or other casualty causing damage
to any of the Assets, or any portion thereof, (ii) receipt of notice of eminent
domain proceedings or condemnation of or affecting the Assets, or any portion
thereof, (iii) receipt of notice from any governmental authority or insurance
underwriter relating to the condition, use or occupancy of the Assets, or any
portion thereof, or setting forth any requirements with respect thereto; (iv)
receipt or delivery of any default or termination notice or claim of offset or
defense to the payment of rent from any tenant under the Tenant Leases; (v)
receipt of any notice of default from the holder of any lien or security
interest in or encumbering the Assets, or any portion thereof, (vi) a change in
the occupancy of the leased portions of the Assets; (vii) notice of any actual
litigation against Transferors, materially, adversely affecting or relating to
the Assets, or any portion thereof, or (ix) the commencement of any strike,
lock-out, boycott or other labor trouble, materially adversely affecting the
Assets, or any portion thereof.
g. Comply with Leases. Perform all obligations of
the landlord as required by the Tenant Leases or by any order or direction of
any governmental authority having jurisdiction thereof, and to the extent
required by law or by any of the Tenant Leases, maintain all security deposits
held under all Tenant Leases in a segregated account, with interest thereon as
required.
h. No New Agreements. Except for agreements which
can be terminated on not more than thirty (30) days' notice, not enter into any
other agreements which affect the Assets or the transactions contemplated by
this Agreement, without the prior written consent of BOP which shall not be
unreasonably withheld; and not permit the creation of any liability which shall
bind BOP or the Assets after Closing, without the prior consent of BOP.
i. ISRA Determination. Prior to the Closing Date,
receive an ISRA Approval, as hereafter defined, for each of the Assets. The
"ISRA Approval" required by this subparagraph I shall be deemed to have been
obtained when Transferors' obtain the following in connection with the transfer
of title to the Assets to BOP: (i) a Letter of Non-Applicability from the NJDEP;
(ii) a No Further Action Letter from the NJDEP; (iii) a Remediation Agreement
from the NJDEP; (iv) approval by NJDEP of an application for a "small quantity"
exemption, underground storage tank exemption or a "minimal environmental
concern" exemption; or (v) any other approval or authorization pursuant to ISRA
that will permit the transaction contemplated by this Agreement to Close. To the
extent required, BOP shall cooperate with Transferors, its agents, contractors,
and employees and representatives of NJDEP as may be reasonably required for the
ISRA compliance process. Notwithstanding the preceding, in the event a Letter of
Non-Applicability or No Further Action Letter cannot be obtained, Transferors'
shall not be obligated to take any remedial action that may be required pursuant
to ISRA if such
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action would exceed $350,000 for any one of the Assets or if the aggregate value
of such required remedial action exceeds $ 1,000,000 for the Assets. In the
event Transferors elect to terminate this Agreement in respect to the Asset(s)
subject to the remedial work threshold as provided in this subparagraph I, the
Asset Allocated Deposit relative to such Asset(s) shall be forthwith refunded to
BOP, and the parties shall have no further obligation under this Agreement for
each such affected Asset.
13. Miscellaneous.
--------------
a. Brokers. Transferors represent and warrant to
BOP, and BOP represents and warrants to Transferors, that no broker or finder
has been engaged by it, respectively, in connection with any of the transactions
contemplated by this Agreement or to its knowledge is in any way connected with
any of such transactions other than Xxxx & Xxxxxxxxx Corporate Services, Inc.
(the "Broker"). Transferors agree to pay the Broker a commission upon Closing in
accordance with a separate agreement between Transferors and the Broker. Other
than with respect to a claim by the Broker, in the event of a claim for broker's
or finder's fee or commissions in connection herewith, then Transferors shall
indemnify, protect, defend, and hold BOP harmless from and against the same if
it shall be based upon any statement or agreement alleged to have been made by
Transferors, and BOP shall indemnify, protect, defend, and hold Transferors
harmless from and against the same if it shall be based upon any statement or
agreement alleged to have been made by BOP. The parties' respective
indemnification obligations under this paragraph shall survive the Closing of
the transaction contemplated hereunder or the earlier termination of this
Agreement.
b. SEC Reporting (8-K) Requirements. For the period
of time commencing on the Effective Date and continuing through the first
anniversary of the Closing Date, and without limitation of other document
production otherwise required of Transferors hereunder, Transferors shall, from
time to time, upon reasonable advance written notice from BOP, provide BOP and
its representatives, with (i) access to all financial and other information
pertaining to the period of Transferors' ownership and operation of the Assets,
which information is relevant and reasonably necessary, in the reasonable
opinion of BOP's outside, third party accountants (the "Accountants"), to enable
BOP and its Accountants to prepare financial statements in compliance with any
or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and Exchange
Commission (the "Commission"), as applicable; (b) any other rule issued by the
Commission and applicable to BOP; and (c) any registration statement, report or
disclosure statement filed with the Commission by, or on behalf of BOP; and (ii)
provided that, except in the case of a willful omission or material
misstatement, BOP pays the Transferors actual, documented out-of-pocket costs
and expenses and indemnifies and holds harmless Transferors for same, a
representation letter, signed by the individual(s) responsible for Transferors'
financial reporting, as prescribed by generally accepted auditing standards
promulgated by the Auditing Standards Division of the American Institute of
Certified Public Accountants, which representation letter may be required by the
Accountants in order to render an opinion concerning Transferors' financial
statements.
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c. Exculpation. No recourse shall be had for any
obligation of Brandywine Realty Trust or BOP or any of the Transferors under
this Agreement or under any document executed in connection herewith or pursuant
hereto, or for any claim based thereon or otherwise in respect thereof, against
any past, present or future trustee, shareholder, officer or employee of
Brandywine Realty Trust or BOP or any of the Transferors, whether by virtue of
any statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being expressly mutually waived and released
and all parties claiming by, through or under Brandywine Realty Trust or BOP or
any of the Transferors.
d. Successors and Assigns. BOP may not assign or
transfer its rights or obligations under this Agreement without the prior
written consent of Transferors (in which event such transferee shall assume in
writing all of the transferees obligations hereunder, but such transferor shall
not be released from its obligations hereunder), which consent may be withheld
in Transferors' sole and absolute discretion. No consent given by Transferors to
any transfer or assignment of BOP's rights or obligations hereunder shall be
construed as a consent to any other transfer or assignment of BOP's rights or
obligations hereunder. No transfer or assignment in violation of the provisions
hereof shall be deemed valid or enforceable. Subject to the foregoing, this
Agreement and the terms and provisions hereof shall inure to the benefit of and
be binding upon the successors and assigns of the parties.
e. Notices. Any notice which a party is required or
may desire to give the other shall be in writing and shall be sent by personal
delivery or by mail (either (i) by United States registered or certified mail,
return receipt requested, postage prepaid, or (ii) by Federal Express or similar
generally recognized overnight carrier regularly providing proof of delivery),
addressed as follows (subject to the right of a party to designate a different
address for itself by notice similarly given):
To BOP:
Brandywine Realty Trust
00 Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, President & CEO
and
Xxxx X. Xxxxxxxx, General Counsel
Brandywine Realty Trust
00 Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
-22-
To Transferors:
x/x Xxxx & Xxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxx.
Xxxxxxxxx Xxxxxxxxx Xxxxxxx
000-000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Senior Vice President
With a copy to:
Pitney, Xxxxxx, Xxxx & Xxxxx
000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
Any notice so given by mail shall be deemed to have been given
as of the date of delivery (whether accepted or refused) established by U.S.
Post Office return receipt or the overnight carrier's proof of delivery, as the
case may be. Any such notice not so given shall be deemed given upon receipt of
the same by the party to whom the same is to be given.
f. Legal Costs. The parties hereto agree that they
shall pay directly any and all legal costs which they have incurred on their own
behalf in the preparation of all deeds and other agreements pertaining to this
transaction and that such legal costs shall not be part of the closing costs. If
either party is found in default of this Agreement and judgment is issued
against said party for its default, then said party in default agrees to pay any
and all costs arising as a result of said default, including reasonable
attorneys' fees.
g. Confidentiality. Prior to Closing and without
limitation upon paragraph 5 hereof, the terms of the transfers contemplated in
this Agreement, including, without limitation, the Consideration and all other
financial terms, including Transferors' rate of return (which shall not be
disclosed after Closing), shall remain confidential and shall not be disclosed
by either party hereto without the written consent of the other except (i) to
such party's directors, officers, partners, employees, legal counsel,
accountants, engineers, architects, financial advisors, and similar
professionals and consultants to the extent such party deems it necessary or
appropriate in connection with the transaction contemplated hereunder (and such
party shall inform each of the foregoing parties of such party's obligations
under this paragraph and shall secure the agreement of such parties to be bound
by the terms hereof or (ii) as otherwise required by law or regulation.
h. Jurisdiction and Venue. With respect to this
Agreement, BOP and Transferors each hereby consent to the jurisdiction of any
state or federal court located within Camden or Burlington Counties, New Jersey
in a law suit initiated by BOP, or within Somerset, Middlesex or Xxxxxx
Counties, New Jersey in a lawsuit initiated by Transferors, and each hereby
waive personal service of any and all process upon it, consents to service of
process by registered mail directed to it at the address stated in paragraph 13E
hereof, and acknowledges that service
-23-
so made shall be deemed to be completed upon actual delivery (whether accepted
or refused) thereof. In addition, BOP and Transferors each consent and agree
that venue of any action instituted under this Agreement shall be proper in
Camden or Burlington Counties, New Jersey in a lawsuit initiated by BOP or
within Somerset, Middlesex or Xxxxxx Counties, New Jersey in a lawsuit initiated
by Transferors, and each hereby waive any objection to venue.
i. Further Instruments. Each party will, whenever
and as often as it shall be requested so to do by the other, cause to be
executed, acknowledged, or delivered any and all such further instruments and
documents as may be necessary or proper, in the reasonable opinion of the
requesting party, in order to carry out the intent and purpose of this
Agreement.
j. Matters of Construction.
------------------------
(1) Incorporation of Exhibits. All exhibits
attached and referred to in this Agreement are hereby incorporated herein as
fully set forth in (and shall be deemed to be a part of) this Agreement.
(2) Entire Agreement. This Agreement
contains the entire agreement between the parties respecting the matters herein
set forth and supersedes all prior agreements between the parties hereto
respecting such matters.
(3) Non-Business Days. Whenever action must
be taken (including the giving of notice or the delivery of documents) under
this Agreement during a certain period of time (or by a particular date) that
ends (or occurs) on a non-business day, then such period (or date) shall be
extended until the immediately following business day. As used herein, "business
day" means any day other than a Saturday, Sunday or federal or New Jersey state
holiday.
(4) Severability. If any term or provision
of this Agreement or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each such term and provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
(5) Captions. Paragraph headings shall not
be used in construing this Agreement.
(6) Cumulative Remedies. Except for
Transferors remedy in the event of a default by BOP, in accordance with
paragraph 10, no remedy conferred upon a party in this Agreement is intended to
be exclusive of any other remedy herein or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other
-24-
remedy given hereunder or now or hereafter existing at law, in equity, or by
statute (except as otherwise expressly herein provided).
(7) No Waiver. No waiver by a party of any
breach of this Agreement or of any warranty or representation hereunder by the
other party shall be deemed to be a waiver of any other breach by such other
party (whether preceding or succeeding and whether or not of the same or similar
nature), and no acceptance of payment or performance by a party after any breach
by the other party shall be deemed to be a waiver of any breach of this
Agreement or of any representation or warranty hereunder by such other party,
whether or not the first party knows of such breach at the time it accepts such
payment or performance. No failure or delay by a party to exercise any right it
may have by reason of the default of the other party shall operate as a waiver
of default or modification of this Agreement or shall prevent the exercise of
any right by the first party while the other party continues to be so in
default.
(8) Consents and Approvals. Except as
otherwise expressly provided herein, any approval or consent provided to be
given by a party hereunder may be given or withheld in the absolute discretion
of such party.
(9) Governing Law. This Agreement shall be
construed and enforced in accordance with the internal laws of the State of New
Jersey without regard to conflicts of law.
(10) Third Party Beneficiaries. Nothing in
this Agreement, expressed or implied, is intended to confer any rights or
remedies upon any person, other than the parties hereto, and, subject to the
restrictions on assignment herein contained, their respective successors and
assigns.
(11) Amendments. This Agreement may be
amended by written agreement of amendment executed by all parties, but not
otherwise.
k. Counterparts. This Agreement may be executed in
any number of counterparts, provided each of the parties hereto executes at
least one counterpart; each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
l. Actions Through Transferors' Agents. Any action
or exercise of rights or duties required or permitted to be taken or done by
Transferors hereunder relative to the transactions contemplated by this
Agreement may be taken by any agent, officer, attorney, employee, or other
person duly designated and authorized by Transferors in writing as such is sent
to BOP, or otherwise under Transferors' customary policies and procedures to
take such action in its behalf. This subparagraph L shall not be construed to
delegate authority to any such person or to entitle BOP or any other person to
rely upon any purported authority exercised by any person purporting to
represent Transferors, but shall solely be interpreted as permitting
-25-
Transferors to so delegate authority for its actions, exercise of rights, and
exercise of duties as above provided.
14. Escrow Agent.
-------------
a. The duties and obligations of Escrow Agent
hereunder shall be determined solely by the express provisions of this
Agreement, and Escrow Agent shall have no duties other than those expressly
imposed hereby, nor shall Escrow Agent be required to take any action other than
in accordance with the terms hereof. The duties of Escrow Agent hereunder are
entirely ministerial, and Escrow Agent shall have no responsibility for the
content, validity or genuineness of or otherwise in respect of any document or
instrument delivered to Escrow Agent hereunder. Escrow Agent shall not be
liable, whether in acting or failing to act, for any error in judgment or for
any mistake in fact or in law, or for any loss suffered by any of the parties
hereto or herein referred to, for a loss resulting from willful malfeasance or
bad faith on the part of Escrow Agent in performing its duties hereunder. Escrow
Agent may rely conclusively upon, and shall be protected in acting or failing to
act upon, any agreement, notice, demand, document or instrument believed by
Escrow Agent in good faith to be genuine. BOP and Transferors hereby jointly and
severally agree to indemnify Escrow Agent and hold it harmless from and against
all loss, cost, damage and expense (including, but not limited to, reasonable
attorneys' fees and disbursements) which Escrow Agent may incur arising out of
or in connection herewith, except for willful misfeasance or bad faith on the
part of Escrow Agent, as aforesaid.
b. Escrow Agent is acting as a stakeholder only with
respect to the Deposit. If there is any dispute as to whether Escrow Agent is
obligated to deliver the Deposit or as to whom said Deposit is to be delivered,
Escrow Agent shall continue to hold the same until receipt by Escrow Agent of an
authorization in writing, signed by all the parties having any interest in such
dispute, directing the disposition of the Deposit. In the absence of such
authorization, Escrow Agent may hold the Deposit until the final determination
of the rights of the parties in an appropriate judicial proceeding. If such
written authorization is not given, or proceedings for such determination are
not begun within thirty (30) days after the date set forth herein for the
Closing (as the same may have been changed by agreement of the parties) and
diligently continued, Escrow Agent may, but is not required to, bring an
appropriate action or proceeding for leave to deposit the Deposit in a court of
competent jurisdiction pending such determination. Escrow Agent shall be
reimbursed for all costs and expenses of such action or proceeding including,
without limitation, reasonable attorneys' fees and disbursements, by the party
determined not to be entitled to the Deposit, or if the Deposit is shared
between the parties hereto, such costs of Escrow Agent shall be shared pro rata,
between Transferors and BOP, based upon the amount of Deposit received by each.
Upon making delivery of the Deposit in the manner provided in this Agreement,
Escrow Agent shall have no further liability hereunder.
c. Escrow Agent may resign at any time by giving two
(2) days written notice to Transferors and BOP. In the event of such
resignation, Escrow Agent shall deliver the Deposit to another escrow agent
designated by Transferors and BOP to serve
-26-
hereunder who shall be a practicing attorney or to a court of competent
jurisdiction, whereupon Escrow Agent shall be discharged from its duties and
obligations hereunder. The new escrow agent, if any, shall execute and deliver
to each of Transferors and BOP a written notice acknowledging that such new
escrow agent is subject to and shall comply with the terms hereof as fully and
completely and with the same legal force and effect as if new escrow agent had
been originally named as the "Escrow Agent" hereunder.
d. Any notice, demand, or other communication to
Escrow Agent hereunder shall be in writing and sent by certified mail, return
receipt requested, with all postage and fees prepaid, addressed in accordance
with paragraph 12C above or to such address as shall be specified by Escrow
Agent by written notice to Transferors and BOP.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
WITNESS: TRANSFERORS:
PRINCETON PIKE
CORPORATE CENTER
ASSOCIATES II LIMITED
PARTNERSHIP By: DKM
Properties Corp., as
authorized
representative By:
Xxxx & Xxxxxxxxx
Corporate Services,
Inc., as authorized
representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
----------------------- -----------------------------------------
Name:__________________ Name: Xxxxxx X. Xxxxxx
Title:_________________ Title: Senior Vice President
PRINCETON PIKE CORPORATE CENTER
ASSOCIATES III
By: DKM Properties Corp., as authorized
representative
By: Xxxx & Xxxxxxxxx Corporate Services,
Inc., as a representative for DKM Properties
Corp.
BY:/s/Xxxxxx X. Xxxxxx
----------------------- -----------------------------------------
Name:__________________ Name: Xxxxxx X. Xxxxxx
Title:_________________ Title: Senior Vice President
-00-
XXXX XXXXXXXXX XXXXXX
ASSOCIATES IV
By: Pike IV Holding, LLC, a General Partner
By: DKM Properties Corp., as attorney-in-fact
By: Xxxx & Xxxxxxxxx Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ ---------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
PRINCETON PIKE PARK, INC.
By: DKM Properties Corp., as authorized
representative
By: Xxxx & Xxxxxxxxx Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ ---------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
DKM XXXXXXXXXX ASSOCIATES -
TWO, L. P.
By: DKM Xxxxxxxxxx Corp., its General
Partner
By: DKM Properties Corp., as authorized
representative for DKM Xxxxxxxxxx Corp.
By: Xxxx & Xxxxxxxxx Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ ---------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
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DKM XXXXXXXXXX CORP.
By: DKM Properties Corp., as authorized
representative
By: Xxxx & Xxxxxxxxx Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ ------------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
DKM PROPERTIES CORP.
By: Xxxx & Wentworth Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ ------------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
DB STATE STREET URBAN RENEWAL
ASSOCIATES
By: DKM Properties Corp., as authorized
representative
By: Xxxx & Xxxxxxxxx Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ ------------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
-29-
CAPITAL CENTER URBAN RENEWAL
CORPORATION
By: DKM Properties Corp., as authorized
representative
By: Xxxx & Wentworth Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ -------------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
REGENCY URBAN RENEWAL
ASSOCIATES
By: DKM Properties Corp., a General Partner
By: Xxxx & Xxxxxxxxx Corporate Services,
Inc., as authorized representative for DKM
Properties Corp.
BY:/s/Xxxxxx X. Xxxxxx
------------------------ --------------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxx
Title:__________________ Title: Senior Vice President
WITNESS: BOP:
----
BRANDYWINE OPERATING
PARTNERSHIP, L.P.
By: BRANDYWINE REALTY TRUST, its
authorized general partner
BY:/s/Xxxxxx X. Xxxxxxx
------------------------ --------------------------------------------
Name:___________________ Name: Xxxxxx X. Xxxxxxx
Title:__________________ Title: President and Chief Exexcutive
Officer
-30-
STATE OF NEW JERSEY )
) SS.:
COUNTY OF MIDDLESEX )
I CERTIFY as follows:
1. On __________, 1998, Xxxxxx X. Xxxxxx personally
appeared before me;
2. I was satisfied that this person is the person who executed
the attached instrument as Senior Vice President of Xxxx & Xxxxxxxxx Corporate
Services, Inc., a New Jersey corporation which is authorized representative for
DKM Properties Corp., a New Jersey corporation, which is (i) an authorized
representative of Princeton Pike Corporate Center Associates II Limited
Partnership, a New Jersey limited partnership, (ii) an authorized representative
of Princeton Pike Corporate Center Associates III, a New Jersey partnership,
(iii) attorney-in-fact for Pike IV Holding, LLC, a New Jersey limited liability
company which is a general partner of Princeton Pike Corporate Center Associates
IV, a New Jersey partnership, (iv) an authorized representative for Princeton
Pike Park, Inc., an Illinois corporation, (v) an authorized representative of
DKM Xxxxxxxxxx Corp. for such corporation and in DKM Xxxxxxxxxx Corp.'s capacity
as general partner of DKM Xxxxxxxxxx Associates - Two, L.P., a New Jersey
limited partnership), (vi) an authorized representative of DB State Street Urban
Renewal Associates, a New Jersey partnership, (vii) an authorized representative
of Capital Center Urban Renewal Corporation, a New Jersey corporation, and
(viii) a general partner of Regency Urban Renewal Associates.
3. This person stated that he was authorized to execute the
instrument on behalf of Xxxx & Wentworth Corporate Services, Inc., as authorized
representative for DKM Properties Corp. in the capacities listed above, and that
he executed the instrument as the act of such entity.
_____________________________
[Notary]
STATE OF _____________ )
) SS.:
COUNTY OF ___________ )
I CERTIFY as follows:
1. On __________, 1998, _______________ personally
appeared before me;
2. I was satisfied that this person is the person who executed
the attached instrument as __________ of _______________, a _______________; and
3. This person stated that (he/she) was authorized to execute
the instrument on behalf of _______________, and that (he/she) executed the
instrument as the act of such entity.
_____________________________
[Notary]
EXHIBIT A
LIST OF TRANSFERORS
Princeton Pike Corporate Center
Pike II - Princeton Pike Corporate Center Associates II Limited
Partnership, a New
Jersey limited partnership
Pike III - Princeton Pike Corporate Center Associates III, a New
Jersey general
partnership
Pike IV - Princeton Pike Corporate Center Associates IV, a New
Jersey general
partnership Land for Pikes V, VI and VII - Princeton Pike
Park, Inc. an Illinois corporation
000 Xxxxxxxxx Xxxxxxxx Xxxx
Xxxxxxxx - XXX Xxxxxxxxxx Associates - Two, L.P., a New Jersey
limited partnership
Land - DKM Xxxxxxxxxx Corp., a New Jersey corporation
104 Windsor Center - DKM Properties Corp., a New Jersey corporation
00 Xxxx Xxxxx Xxxxxx - XX Xxxxx Xxxxxx Xxxxx Renewal Associates, a New Jersey
general partnership
Capital Center - Capital Center Urban Renewal Corporation, a New Jersey
corporation
Xxxxxx Square - Regency Urban Renewal Associates, a New Jersey general
partnership
