Real Property Purchase and Sale Agreement (2002)Full Document 

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STATE OF NORTH CAROLINA
                                                   REAL PROPERTY PURCHASE AND
COUNTY OF WAKE                                       SALE AGREEMENT


         THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT (the "Agreement") made
and entered into as of the 10th day of December, 2001 (the "Effective Date")
by and between HD ACQUISITIONS, LLC, a North Carolina limited liability company,
or its permitted assigns in accordance with Section 10.08 ("Buyer"), and MERISEL
PROPERTIES, INC., a Delaware corporation ("Seller").

                             W I T N E S S E T H:
                             -------------------

         WHEREAS, Seller owns the title to land, an approximately 61,000 square
foot office building (the "Building"), together with other improvements and
personal property related to the operation and maintenance of the Building
located at 305 Gregson Drive, Cary, Wake County, North Carolina, such property
being more specifically described in EXHIBIT A, attached hereto and incorporated
herein by reference, together with all improvements located thereon, and
together with any strips, gores, easements, tenements, hereditaments, privileges
and appurtenances thereunto belonging or appertaining, and all right, title and
interest which Seller may have in riparian rights, rights-of-way, roads, streets
and ways located in whole or in part on or bounding the property (said property,
improvements, appurtenances, right, title and interest hereinafter collectively
referred to as the "Property"); and

         WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase
from Seller the Property upon the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the purchase price and the premises
and the mutual promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows.

                                    SECTION 1
                                 PURCHASE PRICE

         1.01 Amount of Purchase Price. The total purchase price for the
Property shall be Three Million and no/100 Dollars ($3,000,000.00) (the
"Purchase Price"). Within ten (10) days of the Effective Date of this Agreement,
Buyer shall deliver One Hundred Fifty Thousand and no/100 Dollars ($150,000.00)
in earnest money (the "Earnest Money") in the form of an irrevocable letter of
credit issued by a bank reasonably acceptable to Seller (the "Letter of Credit")
to be held by CB/Richard Ellis ("Escrow Agent") per the Escrow Agreement,
attached hereto as EXHIBIT B and incorporated herein by reference (the "Escrow
Agreement"), and retained, applied, or returned, as provided in this Agreement.

         1.02 Payment of the Purchase Price. The full amount of the Purchase
Price, less any Modification Fees (as defined in Section 10.05) and other
credits against the Purchase Price, shall be payable by Buyer to Seller in



United States currency by way of federal wire transfer or other immediately
available funds at Closing. Within three (3) days after Closing, Escrow Agent
shall return the Letter of Credit to Buyer, and Seller shall notify the issuing
bank that the Letter of Credit may be cancelled.

                                    SECTION 2
                        ACTIONS OF SELLER UPON EXECUTION
                                OF THIS AGREEMENT

         2.01 Delivery of Studies, Plans, Etc., if any Available. To the extent
Seller possesses the following materials and the materials are not privileged
communications or work product between Seller and its counsel, within ten (10)
days after the Effective Date, Seller shall cause its counsel to deliver to
Buyer copies of surveys, existing title abstract or copy of owner's or lender's
title insurance policy, engineering studies, environmental reports, site plans,
if any, and information which may be owned by or in the possession of Seller
with respect to the Property or any portion thereof (hereinafter, the "Due
Diligence Deliveries"); provided, however, Buyer acknowledges that Seller or
Seller's agent has delivered certain Due Diligence Deliveries prior to the
Effective Date of this Agreement and Seller shall not have the obligation to

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