Purchase and sale agreement
This Purchase and Sale Agreement (this “Agreement”) is made as of March 10, 2006 (the “Effective Date”), by and between KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company (“Seller”), for the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Seller (the “Fund”) and HINES-SUMISEI U.S. CORE OFFICE PROPERTIES, LP, a Delaware limited partnership (“Purchaser”).
In consideration of the Earnest Money (as defined in this Agreement), the mutual covenants of the parties, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Purchaser and Seller agree follows:
Purchase and Sale
1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase the following:
(a) that certain tract or parcel of land situated in Chicago, Illinois, more particularly described on Exhibit A, together with all and singular the rights and appurtenances pertaining to such property, including any right, title and interest of Seller in and to adjacent streets, alleys, or rights-of-way (the “Land”);
(b) the buildings, structures, fixtures and other improvements located on the Land (the “Improvements”);
(c) all of Seller’s right, title and interest in and to all tangible personal property upon the Land or within the Improvements, including specifically, without limitation, appliances, furniture, carpeting, draperies and curtains, tools and supplies, and other items of personal property owned by Seller and used exclusively in connection with the operation of the Land and the Improvements (the “Personal Property”);
(d) all of Seller’s right, title and interest in and to all agreements listed and described on Exhibit B (the “Lease Schedule”), pursuant to which any portion of the Land or Improvements is used or occupied by anyone other than Seller (the “Leases”), including any guaranties of such Leases and any unapplied security deposits paid by tenants to Seller, together with any interest accrued thereon; and
(e) all of Seller’s right, title and interest in and to (i) all assignable contracts and agreements (collectively, the “Service Contracts”) listed and described on Exhibit C (the “Contracts Schedule”), relating to the upkeep, repair, maintenance or operation of the Land, Improvements or Personal Property which will extend beyond the date of Closing (as hereinafter
defined), including specifically, without limitation, all assignable equipment leases, (ii) all assignable construction contracts and agreements listed and described on Exhibit C attached thereto and made a part hereof relating to construction at the Property which shall extend beyond the Closing Date (collectively, the “Construction Contracts”), (iii) all assignable warranties and guaranties (expressed or implied) existing with respect to the Improvements or the Personal Property, and (iv) all assignable trade names, logos, licenses, permits, air rights, certificates of occupancy, signs, trademarks, telephone listings and numbers (the “Intangibles”).
1.2 Property Defined. The Land, the Improvements, the Personal Property, the Leases, the Service Contracts, the Construction Contracts and the Intangibles are sometimes referred to collectively as the “Property.”
1.3 Permitted Exceptions. Seller will convey the Property subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article 3 hereof.