Purchase and Sale Agreement (2006)Full Document 

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PURCHASE AND SALE AGREEMENT

by and among

WXIII/Amphitheatre Realty, L.L.C.,

WXIII/Crittenden Realty A/B, L.L.C.,

WXIII/Crittenden Realty C, L.L.C.,

and

WXIII/Crittenden Realty D, L.L.C.,

as Sellers

AND

Google Inc.,

as Purchaser

Dated as of June 9, 2006

 



TABLE OF CONTENTS

 

Section

        Page
1.    Definitions    1
2.    Property Identification    7
3.    Purchase Price and Payment    9
4.    The Closing    9
5.    Closing Costs    9
6.    Title and Survey Matters    10
7.    Representations and Warranties of Sellers    13
8.    Property Conveyed “As Is”    16
9.    Representations and Warranties of Purchaser    17
10.    Release of Sellers    19
11.    Conditions Precedent to Closing    20
12.    Items to be Delivered at Closing    22
13.    Casualty and Condemnation    24
14.    Broker    26
15.    Natural Hazard Disclosures    26
16.    Prorations    26
17.    Inspection; Covenants    29
18.    Intentionally Omitted    30
19.    Leasing and Other Activities Prior to Closing    30
20.    Notices    31
21.    Termination And Default    33
22.    Further Assurances and Cooperation    34
23.    Miscellaneous    34
24.    General Escrow Provisions    37
25.    Escrow Agent – IRS Real Estate Sales Reporting    39

 

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LIST OF EXHIBITS

 

A Description of Leasehold Estate
B Form of Assignment of Ground Lease
C Leases
D Tenant Deposits
E Property Contracts
F Personal Property
G Form of General Assignment
H Form of Assignment and Assumption of Leases
I Form of Bill of Sale
J Title Commitment
K Form of Tenant Estoppel

 

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of the 9th day of June, 2006 by and among WXIII/Amphitheatre Realty, L.L.C., a Delaware limited liability company (“Amphitheatre Seller”), WXIII/Crittenden Realty A/B, L.L.C., a Delaware limited liability company (“A/B Seller”), WXIII/Crittenden Realty C, L.L.C., a Delaware limited liability company (“C Seller”), WXIII/Crittenden Realty D, L.L.C., a Delaware limited liability company (“D Seller” and, collectively with Amphitheatre Seller, A/B Seller, C Seller and D Seller, “Sellers” and each of the Sellers, individually, a “Seller”) and Google Inc., a Delaware corporation (“Purchaser”).

1. Definitions. Defined terms used in this Agreement shall, unless the context otherwise requires, have the following meanings:

Access Agreement” has the meaning set forth in Section 17.1(c).

Act” has the meaning set forth in Section 15.

Affiliate” means with respect to any Person (i) any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such Person, (ii) any other Person owning or controlling 10% or more of the outstanding voting securities of or other ownership interests in such Person, (iii) any officer, director, member or partner of such Person or (iv) if such Person is an officer, director, member or partner, any other Person for which such Person acts in any such capacity.

Agreement” means this Purchase and Sale Agreement, as it may hereafter be amended or modified from time to time.

Amphitheatre Ground Lease” means that certain Ground Lease, dated as of March 7, 1995, between the City and SGREI, a memorandum of which was recorded March 8, 1995 in the Official Records of Santa Clara County, as assigned by SGREI to GS by Assignment and Assumption of Ground Lease dated as of December 29, 2000, which Assignment was recorded January 2, 2001, as assigned by GS to Amphitheatre Seller, by Assignment and Assumption of Ground Lease (Amphitheatre) dated as of May 22, 2001, and recorded June 6, 2001, as amended by First Amendment to Ground Lease (Amphitheatre), dated as of May 22, 2001 among the City, GS and Amphitheatre Seller.

Amphitheatre SGI Lease” means that certain Commercial Lease (Amphitheatre), dated as of December 29, 2000, between GS, as landlord, and SGI, as tenant, as amended by Amendment thereto, dated as of April 18, 2001, which was assigned by GS to Amphitheatre Seller by an Assignment and Assumption, dated as of May 22, 2001, as amended by the Second Amendment to Commercial Lease (Amphitheatre), dated as of July 9, 2003.


Assignment” means the Assignment and Assumption of Ground Lease to be delivered by each Seller to Purchaser at Closing with respect to the Ground Lease to which such Seller is a party in substantially the form of Exhibit B attached hereto and incorporated herein by this reference.

Balance of Purchase Price” has the meaning set forth in Section 3.2.

Business Day” means any day other than Saturday, Sunday and any day which is a legal holiday in the State of California.

Cap” has the meaning set forth in Section 7.2(a).

Casualty Threshold” has the meaning set forth in Section 13.1.

City” means the City of Mountain View, Santa Clara County, California.

Claims” means any liabilities, obligations, losses, damages, penalties, assessments, actions or causes of action, judgments, suits, claims, demands, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, whether or not suit is brought, and settlement costs).

Closing” has the meaning set forth in Section 4.

Closing Date” has the meaning set forth in Section 4.

Closing Month” has the meaning set forth in Section 16.1.

Closing Statement” has the meaning set forth in Section 16.7.

Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

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