PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into this day of March, 2004 by and between WELLS-BAKER ASSOCIATES, a Georgia joint venture (“Seller”) and BOO SONG EASTERN HOLDINGS, LLC, a Georgia limited liability company (“Purchaser”).
W I T N E S S E T H:
WHEREAS, Seller has offered to sell certain improved real property to Purchaser and Purchaser has offered to purchase such property from Seller; and
WHEREAS, the parties desire to provide for said purchase and sale on the terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements set forth herein and other good and valuable consideration, all of which each party respectively agrees constitutes sufficient consideration received at or before the execution hereof, the parties hereto do hereby agree as follows:
1. DEFINITIONS AND MEANINGS. In addition to any other terms whose definitions are fixed and defined by this Agreement, each of the following defined terms, when used in this Agreement with an initial capital letter, shall have the meaning ascribed thereto by this Section:
“Agreement” means this Purchase and Sale Agreement, together with all exhibits attached hereto.
“Closing” means the consummation of the purchase and sale contemplated by this Agreement by the deliveries required under Section 7 hereof.
“Closing Date” means the time and date, established under Subsection 7.1 hereof, when the purchase and sale contemplated by this Agreement is to be consummated, as such date may be extended by mutual agreement of the parties or pursuant to the provisions of this Agreement.
“Due Diligence Items” means those items, documents and matters listed or described on Exhibit ”D” attached hereto and by this reference made a part hereof.
“Earnest Money” means the aggregate amount deposited by Purchaser as provided in Section 4 hereof and all interest and income earned thereon while held in escrow.
“Earnest Money Escrow Agreement” means an agreement among Seller, Purchaser and the Escrow Agent, in the form attached hereto as Exhibit ”C” and incorporated by reference herein, regarding the Earnest Money.
“Escrow Agent” means Chicago Title Insurance Company.
“Execution Date” means the date on which this Agreement is duly executed by both Seller and Purchaser; such date shall be inserted in the preamble on the first page of this Agreement.
“Existing Exceptions” means those matters set forth in Exhibit ”B” attached hereto and incorporated herein by this reference.
“Inspection Date” means that date which is thirty (30) days from and after the Execution Date, subject to extension pursuant to Paragraph 13.1.2 hereof.
“Permitted Exceptions” means the Existing Exceptions and any Title Matters to which Purchaser fails to object prior to the Inspection Date or which Purchaser waives pursuant to Section 5 hereof.
“Property” means fee simple title in and to that certain tract or parcel of real property commonly known as 3867 Holcomb Bridge Road, Norcross, Georgia 30092, as more particularly described on Exhibit ”A” attached hereto and incorporated herein by this reference.
(i) together with the office building located on the Land, plus all of Seller’s right, title and interest to the fixtures, equipment, personal property, guaranties and warranties, if any, transferable permits, licenses and bonds and rights in and to surrounding dedicated streets, if any, and appurtenances related to the Land and all of Landlord’s interest under the Tenant Leases, as hereinafter defined (hereinafter, together with any other improvements located on the Land, collectively referred to as the “improvements”); and