AGREEMENT TO SELL
AND PURCHASE
AND ESCROW INSTRUCTIONS
Between
RCBT CALIFORNIA PROPERTIES, L.P.,
a California limited partnership
("SELLER")
and
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
("PURCHASER")
Xxxxx Xxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx
March 24, 1997
AGREEMENT TO SELL AND PURCHASE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT TO SELL AND PURCHASE AND ESCROW
INSTRUCTIONS (this "Agreement") is entered into as of March
24, 1997 by and between RCBT CALIFORNIA PROPERTIES, L.P.,
a California limited partnership ("Seller") and ARDEN REALTY
LIMITED PARTNERSHIP, a Maryland limited partnership
("Purchaser").
R E C I T A L S
A. Seller owns an office building located in the
City of Los Angeles, State of California and desires to sell
the same to Purchaser. Purchaser is willing to purchase the
building from Seller on the terms set forth below.
B. This Agreement sets forth the agreement between
Purchaser and Seller and the instructions to Escrow Company
with respect to the purchase and sale of the building.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the
receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Purchase and Sale. Seller agrees to sell
the Property described below to Purchaser, and Purchaser
agrees to purchase the Property from Seller, on the terms
and subject to the conditions contained in this Agreement.
The "Property" consists of:
(a) land located at 0000 X. 000xx Xxxxxx
in the City of Los Angeles, County of Los Angeles, State of
California, more particularly described in Exhibit "A" (the
"Land");
(b) the improvements on the Land, which
include an office building, exclusive of any leasehold
improvements owned by tenants;
(c) Seller's right, title and interest in
and to any and all rights, privileges, easements and
appurtenances pertaining to the Land, including without
limitation (but without warranty whether statutory, express
or implied) in and to adjacent streets, alleys or rights-of-
way; and
(d) any materials, supplies, equipment,
fixtures and personal property owned by Seller and located
on the Land.
2. Purchase Price. The total purchase price
(the "Purchase Price") to be paid by Purchaser to Seller for
the Property shall be Nineteen Million One Hundred Thousand
and 00/100 Dollars ($19,100,000.00) and shall be deposited
and paid as follows:
2.1. Xxxxxxx Money Deposit.
(a) Purchaser shall deposit within
one (1) Business Day following the date of this Agreement
with Commonwealth Land Title Insurance Company ("Escrow
Company"), the amount of Five Hundred Thousand and 00/100
Dollars ($500,000.00) (hereinafter, together with all
interest accrued thereon, the "Xxxxxxx Money") which Xxxxxxx
Money shall be in the form of cash or a wire transfer of
immediately available United States of America funds.
(b) If the sale hereunder is
consummated in accordance with the terms hereof, the Xxxxxxx
Money shall be applied to the Purchase Price to be paid by
Purchaser at the Closing. In the event the transaction
described herein shall fail to be consummated in accordance
with the terms hereof, whether due to a default by Purchaser
or Seller or for any other reason, the Xxxxxxx Money shall
be applied pursuant to the applicable provisions of this
Agreement.
2.2. Cash at Closing. At least one (1)
Business Day prior to the Closing Date, Purchaser will
deposit into the Escrow the balance of the Purchase Price,
plus such additional sums as shall be necessary to pay the
expenses payable by Purchaser hereunder, as adjusted by the
allocations and prorations in accordance with Section 5.4,
by confirmed wire transfer of funds in immediately available
United States of America funds.
3. Representations and Warranties of Seller.
3.1. Seller represents and warrants to
Purchaser that:
3.1.1. Seller is duly organized
and legally existing. The execution and delivery by Seller
of, and Seller's performance under, this Agreement shall
have been duly authorized by all requisite action. Seller
has full power to execute, deliver and carry out the terms
and provisions of this Agreement and each of the other
agreements, instruments and documents herein required to be
made or delivered by Seller pursuant hereto. The
individuals executing this Agreement and all other
agreements, instruments and documents herein required to be
made or delivered by Seller pursuant hereto on behalf of
Seller are and shall be duly authorized to sign the same on
Seller's behalf and to bind Seller thereto;
3.1.2. Performance of this
Agreement by Seller will not result in a breach of, or
constitute a default under, any agreement or instrument to
which Seller is a party or by which it is bound. This
Agreement has been, and each and all of the other
agreements, instruments and documents herein required to be
made or delivered by Seller pursuant hereto have been, or as
of the Closing will have been, executed by Seller and when
so executed, are and shall be legal, valid, and binding
obligations of Seller enforceable against Seller in
accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization,
moratorium, and other similar laws affecting the rights of
creditors generally and, as to enforceability, the general
principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law);
3.1.3. Seller (a) is not in
receivership or dissolution; (b) has not made any assignment
for the benefit of creditors; (c) has not admitted in
writing its inability to pay its debts as they mature; (d)
has not been adjudicated a bankrupt; (e) has not filed a
petition in voluntary bankruptcy, a petition or answer
seeking reorganization, or an arrangement with creditors
under the Federal Bankruptcy Law or any other similar law or
statute of the United States or any state; and (f) does not
have any such petition described in 3.1.3(e) filed against
Seller;
3.1.4. Seller is not a "foreign
person" within the meaning of Section 1445 of the Internal
Revenue Code of 1986 nor Sections 18662 and 18668 of the
Revenue and Taxation Code of California (i.e., Seller is not
a non-resident alien, foreign corporation, foreign
partnership, foreign trust or foreign estate as those terms
are defined in the codes and regulations promulgated
thereunder);
3.1.5. To Seller's knowledge,
there are no leases, tenancies or other rights of occupancy
or use for any portion of the Property under which any other
party has a right to occupy all or any part of the Property
in effect on the date of this Agreement except as set forth
on Exhibit "B" (the "Leases");
3.1.6. Since October 1, 1995,
Seller has not received, and prior to October 1, 1995, to
Seller's knowledge, Seller has not received, any written
notice of violation of any laws, statutes, codes, acts,
ordinances, orders, judgements, decrees, injunctions or
regulations of any governmental entity having jurisdiction
over the Property except as set forth on Exhibit "C";
3.1.7. Except as set forth on
Exhibit "D", there has been no litigation served upon Seller
with respect to the Property, which remains pending. Except
as set forth on Exhibit "D", to Seller's knowledge there has
been no other litigation filed or threatened in writing
against Seller with respect to the Property;
3.1.8. Seller has not received any
written notice that any condemnation or eminent domain
proceeding affecting the Property is pending;
3.1.9. Seller has no employees
located at or employed primarily in connection with the
Property;
3.1.10. Seller has delivered to
Purchaser true and correct copies of all management,
service, supply, utility or maintenance agreements with
respect to the Property to which it is a party, or any
portion thereof, as described on Exhibit "E" (other than the
contracts with its property manager and its real estate
advisor, which shall be terminated as of the Closing with
respect to the Property) (collectively, the "Service
Contracts"). To Seller's knowledge, there are no other
management, service, supply, utility or maintenance
agreements with respect to the Property other than the
Service Contracts;
3.1.11. As of the execution of this
Agreement, to Seller's knowledge, Seller has received no
written expression of interest to purchase the Property or
any part thereof from a governmental or quasi-governmental
agency with condemnation authority. However, if proceedings
under a power of condemnation or eminent domain relating to
the Property or any part thereof are commenced prior to the
Outside Closing Date, or if to Seller's Actual Knowledge,
Seller receives a written expression of interest to purchase
the Property or any part thereof from a governmental or
quasi-governmental agency with condemnation authority prior
to the Outside Closing Date, Seller will promptly inform
Purchaser in writing;
3.1.12. Since October 1, 1995,
Seller has not received, and prior to October 1, 1995, to
Seller's knowledge, Seller has not received, any written
notice of any intention on the part of the issuing authority
to cancel, suspend or modify, or take any action or
institute any proceeding to effect such cancellation,
suspension or modification, of any permit, license or other
approval required by Seller from any governmental or quasi-
governmental authority for the occupancy, operation,
maintenance and ownership of the Property;
3.1.13. Seller has provided to
Purchaser true and correct copies of all of the Leases and
any subleases, occupancy agreements and guarantees thereof
in Seller's possession;
3.1.14. Except as set forth on
Exhibit "P", there are no commissions or other fees payable
to any person, entity or agent with respect to the execution
of the Leases;
3.1.15. Since October 1, 1995,
Seller, as landlord, has received no written notice from any
tenant that Seller is in default or is not complying with
Seller's obligations, as landlord, under any Lease;
3.1.16. Except as set forth on
Exhibit "Q", any and all decorating, painting, renovation or
construction work (other than maintenance or repairs
required to be performed by the landlord under the Leases)
required to be done under the provisions of any Leases as of
the Closing Date has been, or as of the Closing Date, at
Seller's expense, will be fully completed and paid for; and
3.1.17. Xxxxxx Xxxxxxxxx is the
employee of Seller with primary responsibility for the
Property. Xxxxx Center is an employee of Lincoln with
primary responsibility for the Property.
3.2. As used in this Agreement, the term
"to Seller's knowledge" or words of similar import (i) shall
mean and apply to the actual knowledge of Xxxxxx Xxxxxxxxx,
of Seller, and Xxxxx Center, of Lincoln, and not to any
other parties, without any investigation or inquiry of any
kind, it being understood and acknowledged that such
individuals, in some instances, are not involved in the day-
to-day operations of the Property and in some instances were
not involved in the negotiation or execution of any leases,
management contracts, or service contracts; (ii) shall not
mean such individuals are charged with knowledge of the
acts, omissions and/or knowledge of the predecessors in
title to the Property or with knowledge of the acts,
omissions and/or knowledge of Seller's agents or employees;
and (iii) shall not apply to or be construed to apply to
information or material which may be in the possession of
Seller generally or incidentally, but which is not actually
known to the individuals who are directly engaged in the
management of the Property and the sale and purchase
transaction described herein.
3.3. All of Seller's representations and
warranties in Section 3.1 shall survive the Closing until
December 30, 1997. Notwithstanding the above, in the event
the transaction contemplated hereby is consummated, Seller
shall have no obligation after the Closing Date with respect
to any breach of Seller's representations and warranties in
Section 3.1 of which Purchaser had knowledge as of the
Closing Date. Seller shall furnish a certificate on the
Closing Date in substantially the form of Exhibit "O"
certifying the accuracy of the representations and
warranties contained in Section 3.1 as of the Closing Date,
which certificate shall disclose any changes in facts
contained in such representations and warranties between the
date of this Agreement and the Closing Date, and any
inaccuracies contained in such representations and
warranties discovered by Seller between the date of this
Agreement and the Closing Date (the "Seller's Certificate").
3.4. As used in Section 3.3, the term
"Purchaser had knowledge" shall mean and apply to the actual
knowledge of Xxxxxx X. Xxxxxxx and Xxxxxxxx Xxxx and not to
any other parties, without any investigation or inquiry of
any kind (provided that such individuals shall have reviewed
all reports regarding the Property prepared for Purchaser by
third party consultants).
4. Representations and Warranties of
Purchaser.
4.1. Purchaser represents and warrants to
Seller that:
4.1.1. Purchaser is duly organized
and legally existing. The execution and delivery by
Purchaser of, and Purchaser's performance under, this
Agreement shall have been duly authorized by all requisite
action. Purchaser has full power to execute, deliver and
carry out the terms and provisions of this Agreement and
each of the other agreements, instruments and documents
herein required to be made or delivered by Purchaser
pursuant hereto. The individuals executing this Agreement
and all other agreements, instruments and documents herein
required to be made or delivered by Purchaser pursuant
hereto on behalf of Purchaser are and shall be duly
authorized to sign the same on Purchaser's behalf and to
bind Purchaser thereto;
4.1.2. Performance of this
Agreement by Purchaser will not result in a breach of, or
constitute a default under, any agreement or instrument to
which Purchaser is a party or by which it is bound. This
Agreement has been, and each and all of the other
agreements, instruments and documents herein required to be
made or delivered by Purchaser pursuant hereto have been, or
as of the Closing will have been, executed by Purchaser and
when so executed, are and shall be legal, valid, and binding
obligations of Purchaser enforceable against Purchaser in
accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization,
moratorium, and other similar laws affecting the rights of
creditors generally and, as to enforceability, the general
principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law);
4.1.3. Purchaser (a) is not in
receivership or dissolution, (b) has not made any assignment
for the benefit of creditors, (c) has not admitted in
writing its inability to pay its debts as they mature,
(d) has not been adjudicated a bankrupt, (e) has not filed a
petition in voluntary bankruptcy, a petition or answer
seeking reorganization, or an arrangement with creditors
under the federal bankruptcy law, or any other similar law
or statute of the United States or any state, and (f) does
not have any such petition described in Section
4.1.3(e) filed against Purchaser; and
4.1.4. Purchaser's acquisition of
the Property has been approved by all parties whom must
approve all acquisitions of Purchaser.
4.2. All of Purchaser's representations
and warranties in Section 4.1 shall survive the Closing
until December 30, 1997.
5. Escrow Instructions.
5.1. Opening of Escrow.
(a) The parties have opened an
escrow at Escrow Company as Escrow No. 80475 (the "Escrow")
in order to consummate the purchase and sale in accordance
with the terms and provisions hereof. This Agreement shall
be deposited in the Escrow and the provisions hereof shall
constitute joint primary escrow instructions to Escrow
Company; provided, however, that the parties shall execute
such additional instructions as requested by Escrow Company
not inconsistent with the provisions hereof. In the event
of any conflict between the provisions of this Agreement and
such other instructions, the provisions of this Agreement
shall control. The date as of which Escrow Company receives
the Xxxxxxx Money from Purchaser constitutes the "Opening of
Escrow".
(b) Promptly upon receipt of the
Xxxxxxx Money and a fully executed original of this
Agreement, Escrow Company shall:
(i) deliver to Seller and
Purchaser a written acknowledgment by Escrow Company that
the Xxxxxxx Money has been received by Escrow Company and is
being held by Escrow Company pursuant to the terms of this
Agreement;
(ii) place the Xxxxxxx Money in
a federally-insured interest bearing account in an
institution approved by both Seller and Purchaser. At
5:00 p.m. (Pacific Standard Time) on the Contingency
Termination Date, the Xxxxxxx Money shall become
nonrefundable to Purchaser except in the event the
transaction described herein shall fail to Close for a
reason other than a default by Purchaser; and
(iii) execute this Agreement
where indicated and return counterpart original signatures
to each of Seller and Purchaser.
5.2. Documents and Funds Delivered to or
by Escrow. The following shall be delivered into the Escrow
or by Escrow in connection with the transfer of the
Property:
5.2.1. Delivery of Documents by
Seller in Escrow. At least one (1) Business Day prior to
the Closing Date, Seller shall deposit into Escrow:
(a) a Grant Deed to the
Property in substantially the form of Exhibit "F" (the
"Deed"), duly executed and acknowledge by Seller and in
recordable form;
(b) four (4) originals of an
affidavit from Seller which satisfies the requirements of
Section 1445 of the Internal Revenue Code, as amended, and
Sections 18662 and 18668 of the Revenue and Taxation Code of
California in substantially the form of Exhibit "G" (the
"FIRPTA Certificate"), duly executed by Seller;
(c) four (4) counterpart
originals of an Assignment and Assumption of Leases in
substantially the form of Exhibit "H" (the "Assignment of
Leases"), duly executed by Seller;
(d) four (4) counterpart
originals of a General Assignment in substantially the form
of Exhibit "I" (the "General Assignment"), duly executed by
Seller;
(e) four (4) originals of a
Xxxx of Sale in substantially the form of Exhibit "J" (the
"Xxxx of Sale"), duly executed by Seller;
(f) notices to each of the
tenants in substantially the same form as attached hereto as
Exhibit "K" advising tenants under the Leases of the sale of
the Property and directing the tenants to make all future
payments under the Leases to Purchaser at a place designated
by Purchaser (the "Tenant Notices"), duly executed by
Seller;
(g) four (4) originals of the
Seller's Certificate, duly executed by Seller; and
(h) such other instruments and
documents as may be reasonably requested by Purchaser or
Escrow Company to transfer the Property to Purchaser.
5.2.2. Delivery of Documents by
Purchaser in Escrow. At least one (1) Business Day prior to
the Closing Date, Purchaser shall deposit into Escrow:
(a) four (4) counterpart
originals of the Assignment of Leases, duly executed by
Purchaser;
(b) four (4) counterpart
originals of the General Assignment, duly executed by
Purchaser;
(c) notices to each of the
vendors under the Assumed Service Contracts in substantially
the same form as attached hereto as Exhibit "L" advising
such vendors of the sale of the Property and directing the
vendors to forward all future invoices to Purchaser at a
place designated by Purchaser (the "Vendor Notices"), duly
executed by Purchaser; and
(d) such instruments and
documents as may be reasonably requested by Seller or Escrow
Company or otherwise required to transfer the Property to
Purchaser.
5.2.3. Further Delivery by
Purchaser in Escrow. Prior to the close of the Business Day
preceding the Closing Date, Purchaser shall deposit into
Escrow the balance of the Purchase Price as set forth in
Section 2.2. hereof.
5.2.4. Delivery by Escrow. At
least three (3) Business Days prior to the Close of Escrow,
Escrow Company shall deliver to Purchaser and Seller a
pro forma closing statement which sets forth, in a manner
satisfactory to Purchaser and Seller, the closing costs,
prorations and other credits and debits contemplated by this
Agreement.
5.3. Conditions to Close. Escrow shall
not Close unless and until the following conditions
precedent and contingencies have been satisfied or waived in
writing by the party for whose benefit the applicable
conditions have been included, prior to the Outside Closing
Date:
5.3.1. All conditions described in
Sections 6.2, 9 and 10 below have either been satisfied or
waived in writing by the party for whose benefit the
applicable conditions have been included, as may be provided
in each such Section;
5.3.2. All funds and instruments
described in this Section 5 have been delivered to Escrow
Company;
5.3.3. The parties hereto have
performed in all material respects, all of their respective
obligations hereunder;
5.3.4. The Title Company is in a
position to issue to Purchaser the Title Policy upon
Closing; and
5.3.5. There has been no change
affecting or involving in the aggregate a decrease in rental
income from the Property of more than $120,000.00 per year,
which was not reflected in the materials delivered or made
available to Purchaser during the Due Diligence Period.
5.4. Prorations and Costs.
5.4.1. Purchaser shall be credited
with (i) the amount of all expense contributions and other
reimbursements from tenants received by Seller and
attributable to any period following the Closing Date and
(ii) all prepaid rents and unapplied refundable cash
security deposits made by tenants under all Leases of the
Property in effect as of the Closing Date.
5.4.2. General real estate taxes
for the then current year relating to the Property shall be
prorated as of the Closing Date. If Closing shall occur
before the actual taxes for the then current year are known,
the apportionment of taxes shall be upon the basis of taxes
for the Property for the immediately preceding year,
provided that, if the taxes for the current year are
thereafter determined to be more or less than the taxes for
the preceding year (after any appeal of the assessed
valuation thereof is concluded), Seller and Purchaser
promptly shall adjust the proration of such taxes and Seller
or Purchaser, as the case may be, shall pay to the other any
amount required as a result of such adjustment. All special
or supplemental taxes or assessments assessed for periods
preceding the Closing Date shall be prorated between
Purchaser and Seller as of the Closing Date, and those
assessed for periods following the Closing Date shall be
paid by Purchaser. All taxes, whether retroactive or not,
imposed as a result of this transaction or due to a change
in the usent is
terminated, Purchaser agrees to return to Seller all
information, studies, or reports Purchaser or Purchaser's
agents have obtained from Seller or Seller's agents,
contractors or representatives with respect to the Property
or the condition of the Property.
18.11. Time Calculations; Business
Days. Should the calculation of any of the various time
periods provided for herein result in an obligation becoming
due on a Saturday, Sunday or legal holiday, then the due
date of such obligation or scheduled time of occurrence of
such event shall be delayed until the next Business Day. As
used in this Agreement, the term "Business Day" shall mean
any day which is not a Saturday, Sunday, or legal or banking
holiday in the State of California.
18.12. No Recordation. Seller and
Purchaser hereby acknowledge that neither this Agreement nor
any memorandum or affidavit thereof shall be recorded with
the county recorder for the County of Los Angeles, State of
California. Should Purchaser ever record or attempt to
record this Agreement, or a memorandum or affidavit thereof,
or any other similar document, then, notwithstanding
anything herein to the contrary, said recordation or attempt
at recordation shall constitute a default by Purchaser
hereunder, and, in addition to the other remedies provided
for herein, Seller shall have the express right to terminate
this Agreement by filing a notice of said termination in the
proper place for said filing.
18.13. Merger Provision. Except as
otherwise expressly provided herein, any and all rights of
action of Purchaser and Seller for any breach by Seller and
Purchaser, respectively, of any representation, warranty or
covenant contained in this Agreement shall merge with the
Deed and other instruments executed at Closing, shall
terminate at the Closing and shall not survive the Closing.
Notwithstanding anything contained herein to the contrary,
all other provisions of this Agreement which are intended by
their terms to survive the Close of Escrow or a termination
of this Agreement shall survive the Close of Escrow or a
termination of this Agreement, including without limitation,
Sections 5.4, 7, 12, 15 and 18.1.
18.14. Further Assurances. Purchaser
and Seller agree to execute all documents and instruments
reasonably required in order to consummate the purchase and
sale herein contemplated.
18.15. Possession. Seller shall
deliver possession of the Property to Purchaser as of the
Close of Escrow, including all keys in Seller's possession
and originals of Property Documents delivered hereunder.
18.16. Severability. If any portion of
this Agreement is held to be unenforceable by a court of
competent jurisdiction, the remainder of this Agreement
shall remain in full force and effect.
18.17. Exculpation. Notwithstanding
anything to the contrary contained in this Agreement or in
any exhibits hereto attached or in any documents executed in
connection herewith (collectively, including this Agreement
and said exhibits the "Purchase Documents"), it is expressly
understood and agreed by and between the parties hereto
that: (i) the recourse of Purchaser or its successors or
assigns against Seller with respect to the alleged breach by
or on the part of Seller of any representation, warranty,
covenant, undertaking, indemnity or agreement contained in
any of the Purchase Documents (collectively, "Seller's
Undertakings") shall extend only to Seller's interest in the
Property (which shall include the Purchase Price paid by
Purchaser as a result of the Closing of the sale of the
Property to Purchaser) and not to any other assets of Seller
or its shareholders, or any of the other persons or entities
referred to in clause (ii) below; and (ii) no personal
liability or personal responsibility of any sort with
respect to any of Seller's Undertakings or any alleged
breach thereof is assumed by, or shall at any time be
asserted or enforceable against, Seller, its shareholders or
Lincoln or Anchor, or against any of their respective
directors, officers, employees, agents, constituent
partners, beneficiaries, trustees or representatives, except
to the extent of their interest in the Property (or in the
Purchase Price paid by Purchase in connection with the sale
thereof).
18.18. Sections. All references to
Sections herein refer to the appropriate Section of this
Agreement, except as otherwise expressly stated herein.
18.19. Exhibits. All references to
Exhibits herein refer to the Exhibits attached hereto, and
incorporated herein by this reference.
18.20. Post Closing Deliveries.
Promptly after the Closing, Purchaser agrees to deliver the
Tenant Notices to the tenants under the Leases and Seller
agrees to deliver the Vendor Notices to the vendors under
the Service Contracts.
IN WITNESS WHEREOF, this Agreement is executed as of
the date first written above.
"SELLER"
RCBT CALIFORNIA PROPERTIES, L.P.,
a California limited partnership
By: Xxxxx X. Xxxxxxxxx, Xx., as
Sub-Trustee of the RCBT California
Trust, a Sub-Trust of the RCB Trust
Company - Real Property Trust -
Southport Financial - I, a Collective
Trust, its general partner
By:/s/ Xxxxx X. Xxxxxxxxx, Xx.
Xxxxx X. Xxxxxxxxx, Xx.
"PURCHASER"
ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Arden Realty, Inc., a Maryland
corporation, its general partner
By:/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Chairman and CEO
ACKNOWLEDGEMENT BY ESCROW COMPANY
By the execution hereof Escrow Company hereby covenants and
agrees to be bound by the terms of this Agreement.
"ESCROW COMPANY"
COMMONWEALTH LAND TITLE COMPANY
By:/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Its: Vice President
