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Agreement of Sale and Purchase
EnerVest Monroe Limited Partnership
EnerVest Monroe Pipeline, Ltd.
And
EnerVest Monroe Gathering, Ltd.
as Seller
and
EnerVest Production Partners, Ltd.
as Buyer
Dated March 7, 2007
TABLE OF CONTENTS
ARTICLE I. Definitions and References
1
Section 1.1.
Defined Terms
1
ARTICLE II. Property to be Sold and Purchased
2
Section 2.1. . . .
2752584
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AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (the �Agreement�) is dated as of March 7, 2007, to be effective as of the Effective Date, and is made and entered into by and between the entities that have executed this Agreement on the signature pages hereto as sellers (individually, a �Seller� and collectively, the �Sellers�), and EMERITUS CORPORATION, a Washington corporation, as purchaser (the �Purchaser�). Each Seller and Purchaser are sometimes individually referred to as a �Party� and collectively referred to as the �Parties�. . . .
2875292
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Healthcare
As referenced in this Agreement of Sale and Purchase:
Healthcare Realty Trust – thereof.
?Governmental Requirements? shall mean any notices, filings or pre-approvals required by a Government in connection with the transfer of ownership of any of the Facilities.
?HR? shall mean Healthcare Realty Trust Incorporated, a Maryland corporation and an Affiliate of Sellers.
?Improvements? shall mean all buildings, improvements, structures and fixtures to the extent now, and on the Closing Date, owned by Sellers _____________
Healthcare Realty Trust – in person, (b) delivered by a recognized delivery service taking a receipt upon delivery or (c) sent by facsimile transmission and addressed as follows:
If intended for Sellers:
c/o Healthcare Realty Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Attn: General Counsel
Phone: (615) 269-8175
Facsimile: (615) 463-7739
With a copy to:
Baker, Donelson, Bearman, Caldwell & _____________
HEALTHCARE REALTY TRUST – hereby executes this Agreement solely for the purpose of acknowledging its waiver of any notice of prepayment requirements set forth in the Emeritus Mortgage Loan and the Term Mortgage Loan.
HEALTHCARE REALTY TRUST
INCORPORATED, a Maryland
corporation
By:
James C. Douglas
Title: Vice President
Date: March 7, 2007
24
EXHIBITS
Exhibits
Title
A
Form of Bill of Sale
B
Form of Special _____________
Healthcare Realty Trust – be either (a) delivered in person, (b) delivered by a recognized delivery service taking a receipt upon delivery or (c) sent by facsimile transmission and addressed as follows:
To Sellers:
Healthcare Realty Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Attn: General Counsel
Facsimile: (615) 463-7739
with a copy to:
Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
211 _____________
Healthcare Realty Trust – to Agreement of Sale and Purchase
Emeritus Mortgage Loan
Promissory Note, dated June 30, 2005, executed by Emeritus Corporation in the principal amount of $10.8 million and payable to Healthcare Realty Trust Incorporated, as amended, renewed, modified or extended. As of the February 28, 2007, the outstanding principal balance thereunder was $10.8 million and non-default rate of interest thereunder was _____________
dt 1722864
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AGREEMENT OF SALE AND PURCHASE
BY AND BETWEEN
YORKTOWN BUILDING HOLDING COMPANY, LLC, a Georgia limited liability company
(�SELLER�)
AND
TRIPLE NET PROPERTIES, LLC a Virginia limited liability company (�PURCHASER�)
For the Sale and Purchase of 101 Yorktown Drive, Fayetteville, Georgia 4000 Shakerag Hill Road, Peachtree City, Georgia
1
March 29, 2007 AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (the �Agreement�) is made and entered into by and between YORKTOWN BUILDING HOLDING COMPANY, LLC, a Georgia limited liability company, a Georgia limited liability . . .
2877058
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Contract of Sale and Purchase
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CONTRACT OF SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE (the �Contract�) is made and entered into this 27th day of October, 2006, by and between RICHARD W. BILLIG (�Seller�) and ALBERT R. COOK, AS TRUSTEE (�Buyer�).
WITNESSETH:
WHEREAS, Seller is the record owner of fee simple title to the Property, as hereinafter defined; and
WHEREAS, Buyer desires to acquire the Property, as hereafter defined; and
WHEREAS, Buyer has agreed to purchase and Seller has agreed to sell the Property, as hereinafter defined, but only the terms and subject to the conditions hereinafter set forth. . . .
2899246
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Agreement of Sale and Purchase
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AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (�Agreement�) is made and entered into as of the 19th day of June, 2007 by and between CG STONY POINT, LLC, a Virginia limited liability company with principal office and place of business at 9030 Stony Point Parkway, Suite 500, Richmond, VA 23235-1936 (�Seller�), and NTS REALTY HOLDINGS LIMITED PARTNERSHIP, a Delaware limited partnership, with principal office and place of business at 10172 Linn Station Road, Louisville, Kentucky 40223 (�Purchaser�).
W I T N E S S E T H: . . .
2978286
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AGREEMENT OF SALE AND PURCHASE
by and between
HEALTHCARE REALTY TRUST INCORPORATED, a Maryland Corporation, and certain of its Affiliates, as sellers,
and
NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation, as purchaser
Dated as of April 25, 2007
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND INTERPRETATION
1
1.1 Definitions
1
1.2 Interpretation
8
. . .
2981206
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Healthcare
As referenced in this Agreement of Sale and Purchase:
HEALTHCARE REALTY TRUST – AGREEMENT OF SALE AND PURCHASE
EX-2.1 2 g07244exv2w1.htm EX-2.1 AGREEMENT OF SALE AND PURCHASE
Exhibit 2.1
AGREEMENT OF SALE AND PURCHASE
by and between
HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland Corporation, and certain of its Affiliates, as sellers,
and
NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland corporation, as purchaser
Dated as of April 25, 2007
TABLE OF CONTENTS
_____________
HEALTHCARE REALTY TRUST – OF SALE AND PURCHASE (the ?Agreement?) is dated as of April 25, 2007, to be effective as of the Effective Date, and is made and entered into by and between HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation, and certain of its Affiliates that have executed this Agreement on the signature pages hereto, as sellers (individually, a ?Seller? and collectively, the ?Sellers?), and NATIONWIDE _____________
Healthcare Realty Trust – as such terms are defined in Section 3.2 of the ASTM E 1527-05 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process.
?HR? shall mean Healthcare Realty Trust Incorporated, a Maryland corporation.
?HRAVLP? shall mean HR Acquisition of Virginia Limited Partnership, an Alabama limited partnership.
?HUD? shall mean the U.S. Department of Housing and Urban Development.
?HUD _____________
Healthcare Realty Trust – a) delivered in person, (b) delivered by a recognized delivery service taking a receipt upon delivery or (c) sent by facsimile transmission and addressed as follows:
If intended for Sellers:
Healthcare Realty Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Attn: General Counsel
Phone: (615) 269-8175
Facsimile: (615) 463-7739
With a copy to:
Baker, Donelson, Bearman, Caldwell & _____________
HEALTHCARE REALTY TRUST
– Agreement to be effective as of the Effective Date.
PURCHASER:
NATIONWIDE HEALTH
PROPERTIES, INC., a Maryland
corporation
By:
/s/ David E. Snyder
Title:
Vice President
Date: April 25, 2007
SELLERS:
HEALTHCARE REALTY TRUST
INCORPORATED, a Maryland
corporation
By:
/s/ John Bryant
Title:
Senior Vice President and General Counsel
Date: April 25, 2007
HR ACQUISITION I CORPORATION,
a Maryland corporation
By:
/s/ John _____________
dt 1822786
| |
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AGREEMENT OF SALE AND PURCHASE
(Belvedere at Quail Run)
THIS AGREEMENT OF SALE AND PURCHASE (this Agreement), by and between BELVEDERE APARTMENTS
LIMITED PARTNERSHIP, a Florida limited partnership (the Seller); and BRADY SULLIVAN PROPERTIES,
LLC, a New Hampshire limited liability company, and its permitted assigns (the Purchaser), is
entered into and effective on the date it is fully signed by the Purchaser and Seller and is signed
by the Escrow Agent to acknowledge receipt of the Escrow Deposit (the Effective Date).
IN CONSIDERATION . . .
1565889
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America First
As referenced in this Agreement of Sale and Purchase:
America First Apartment Investors, – deemed to mean, and shall be limited to, the present actual (as distinguished from
implied, imputed or constructive) knowledge of James Egan, Executive Vice President and Chief
Investment Officer of America First Apartment Investors, Inc., without such persons having any
obligation to make an independent inquiry or any other investigation whatsoever. All officers,
however, shall have no personal liability to Purchaser whatsoever under _____________
America First Apartment Investors, – changed address of which no notice has been received shall also constitute receipt. Any such
notice, election, demand, request or response shall be addressed as follows:
To Seller:
c/o America First Apartment Investors, Inc.
101 East 52nd Street, 25th Floor
New York, New York 10022
Attention: James Egan
Phone: (212) 935-8760
Fax: (212) 935-8761
With a copy to be given _____________
dt 1524512
;
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Ruden McClosky
As referenced in this Agreement of Sale and Purchase:
Ruden McClosky – follows:
1.2.1. On April 4, 2006, Purchaser deposited in the form of a wire transfer with Hunton &
Williams for possible subsequent delivery to Purchasers counsel (Ruden McClosky Smith Schuster &
Russell, P.A.), Fidelity National Title Insurance Company or such other escrow agent as may be
designated by Purchaser and reasonably acceptable to Seller (the entity holding _____________
RUDEN MCCLOSKY – of the Escrow Deposit, accepts the duties of
Escrow Agent under this Agreement, and agrees to hold and disburse the Escrow Deposit strictly in
accordance with this Agreement.
ESCROW AGENT:
RUDEN MCCLOSKY SMITH SCHUSTER & RUSSELL, P.A.
By: /s/ John L. Farquhar
Name: John L. Farquhar
Title: Vice President
Date of Execution: April 28, 2006
The following exhibits have been omitted:
_____________
dt 1364661
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Agreement of Sale and Purchase
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AGREEMENT OF SALE AND PURCHASE
OF PARTNERSHIP INTERESTS
BETWEEN
LIBERTY PROPERTY LIMITED PARTNERSHIP
&
LIBERTY PROPERTY PHILADELPHIA TRUST
(COLLECTIVELY, SELLER)
AND
CAPLEASE, LP (BUYER)
PROPERTY: TJX/MARSHALL'S REGIONAL DISTRIBUTION FACILITY,
2760 . . .
1739883
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Capital Lease
As referenced in this Agreement of Sale and Purchase:
Capital Lease Funding, Inc – next page)
23
{PAGE}
BUYER:
Date: 1/24/06 CAPLEASE, LP, a Delaware limited partnership
By: CLF OP General Partner LLC, a Delaware
limited liability company, its general partner
By: Capital Lease Funding, Inc , a Maryland
corporation, its sole member
By: /s/ Robert C. Blanz
------------------------------
Name: Robert Blanz
Title: Senior Vice President
Attest: /s/ Paul C. Hughes
---------------------------------------------
Name: Paul C. Hughes
Title: Vice _____________
dt 1362811
;
Liberty Property
As referenced in this Agreement of Sale and Purchase:
LIBERTY PROPERTY LIMITED – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}2
{FILENAME}ex10-1.txt
{TEXT}
AGREEMENT OF SALE AND PURCHASE
OF PARTNERSHIP INTERESTS
BETWEEN
LIBERTY PROPERTY LIMITED PARTNERSHIP
&
LIBERTY PROPERTY PHILADELPHIA TRUST
(COLLECTIVELY, SELLER)
AND
CAPLEASE, LP (BUYER)
PROPERTY: TJX/MARSHALL'S REGIONAL DISTRIBUTION FACILITY,
2760 RED LION ROAD, PHILADELPHIA, PENNSYLVANIA
TABLE OF CONTENTS
PAGE
1. AGREEMENT _____________
LIBERTY PROPERTY
LIMITED – i
{PAGE}
AGREEMENT OF SALE AND PURCHASE
OF PARTNERSHIP INTERESTS
THIS AGREEMENT OF SALE AND PURCHASE OF PARTNERSHIP INTERESTS (this
"Agreement") is made this __ day of January, 2006, between LIBERTY PROPERTY
LIMITED PARTNERSHIP, a Pennsylvania limited partnership ("LPLP"), and LIBERTY
PROPERTY PHILADELPHIA TRUST, a Pennsylvania business trust ("LPPT"), each having
an address at 500 Chesterfield Parkway, Malvern, PA 19355, (LPLP and LPPT _____________
LIBERTY PROPERTY LIMITED – Michael T. Hagan
----------------------------------
Name: Michael T. Hagan
Title: Chief Investment Officer
By: /s/ William P. Hankowsky
----------------------------------
Name: William P. Hankowsy
Title: Chief Executive Officer
LIMITED PARTNER:
---------------
Date: 1/23/06 LIBERTY PROPERTY LIMITED PARTNERSHIP
By: Liberty Property Trust, its General Partner
By: /s/ Michael T. Hagan
----------------------------------
Name: Michael T. Hagan
Title: Chief Investment Officer
By: /s/ William P. Hankowsky
----------------------------------
Name: William P. Hankowsky
_____________
dt 1560720
;
LPT
As referenced in this Agreement of Sale and Purchase:
Liberty Property Trust
– b) or (c) above, addressed as follows or
at such other address of which Seller or Buyer shall have given notice as herein
provided:
If intended for Seller:
c/o Liberty Property Trust
500 Chesterfield Parkway
Malvern, Pennsylvania 19355
Attn: Michael T. Hagan
Fax No.: 610-644-4129
With a copy to:
Liberty Property Trust
500 Chesterfield Parkway
Malvern, Pennsylvania 19355
Attn: _____________
Liberty Property Trust
– herein
provided:
If intended for Seller:
c/o Liberty Property Trust
500 Chesterfield Parkway
Malvern, Pennsylvania 19355
Attn: Michael T. Hagan
Fax No.: 610-644-4129
With a copy to:
Liberty Property Trust
500 Chesterfield Parkway
Malvern, Pennsylvania 19355
Attn: Anne E. Sheppard, Esquire
Fax No.: 610-644-2175
With a copy to:
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch _____________
Liberty
Property Trust – and assigns waives any rights to recover from, and forever releases
and discharges, Seller, Seller's affiliates, partners, the shareholders,
directors, officers, employees and agents of Seller the Partnership and Liberty
Property Trust (an affiliate of Seller), and their respective heirs, successors,
personal representatives and assigns (collectively, the "Seller Related
Parties"), from any and all demands, claims, legal or administrative
proceedings, losses, _____________
Liberty Property Trust, – T. Hagan
Title: Chief Investment Officer
By: /s/ William P. Hankowsky
----------------------------------
Name: William P. Hankowsy
Title: Chief Executive Officer
LIMITED PARTNER:
---------------
Date: 1/23/06 LIBERTY PROPERTY LIMITED PARTNERSHIP
By: Liberty Property Trust, its General Partner
By: /s/ Michael T. Hagan
----------------------------------
Name: Michael T. Hagan
Title: Chief Investment Officer
By: /s/ William P. Hankowsky
----------------------------------
Name: William P. Hankowsky
Title: Chief Executive Officer
( _____________
dt 1475002
;
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TJX Companies, Inc.
As referenced in this Agreement of Sale and Purchase:
TJX Companies, Inc – Seller's knowledge, neither Seller nor Tenant is currently in material default
under the Lease.
4
{PAGE}
(D) To the best of Seller's knowledge, that certain Guarantee
from The TJX Companies, Inc . in favor of Seller, dated June 1, 2000 (the
"Guarantee") is valid and subsisting and in full force and effect. The Guarantee
has not been amended, modified or terminated. _____________
TJX Companies, Inc – certificate from the Tenant under the Lease, substantially in the
form attached hereto as Exhibit "E" (the "Tenant Estoppel Certificate"), and a
duly executed original of a certificate from The TJX Companies, Inc .
("Guarantor"), the guarantor of the Lease, substantially in the form attached
hereto as Exhibit "I" (the "Guarantor Estoppel Certificate" and collectively
with the Tenant Estoppel Certificate, the "Estoppel Certificates"), _____________
dt 1403811
;
Wolf Block
As referenced in this Agreement of Sale and Purchase:
Wolf, Block – at 10:00 a.m. on February 28, 2006, or on such
earlier date as Buyer and Seller may mutually agree (collectively, the
"Settlement Date"), at the Philadelphia offices of Wolf, Block , Schorr and
Solis-Cohen LLP, 1650 Arch Street, Philadelphia, Pennsylvania 19103.
4. CONDITION OF TITLE.
(a)Buyer's obligation to close this transaction shall be conditioned
upon title to _____________
Wolf, Block – 610-644-4129
With a copy to:
Liberty Property Trust
500 Chesterfield Parkway
Malvern, Pennsylvania 19355
Attn: Anne E. Sheppard, Esquire
Fax No.: 610-644-2175
With a copy to:
Wolf, Block , Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103
Attn: Herman C. Fala, Esquire
Fax No.: 215-405-2976
18
{PAGE}
If intended for Buyer:
_____________
Wolf, Block – PAGE}
If intended for Buyer:
Caplease, LP
110 Maiden Lane, 36th Floor
New York, New York 10005
Attn: Paul C. Hughes, Esquire
Fax: 212-217-6301
with a copy to:
Wolf, Block , Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103
Attn: Helene S. Jaron, Esquire
Fax No.: 215-405-2938
All such notices, requests and other _____________
dt 1561497
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AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (this �Agreement�), dated as of March 10, 2006 (the �Effective Date�), is made by and between HOWELL PLACE HOTEL, LLC, an Arkansas limited liability company, having an address at . . .
2311689
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AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (this �Agreement�), dated as of November 12, 2004 (the �Effective Date�), is made by and between HANFORD HOTELS, LLC, a California limited liability company, having an address at ________ (�Seller�), and INTERSTATE CONCORD, LLC, a Delaware limited liability company having an address c/o Interstate Hotels & Resorts, Inc., 4501 N. Fairfax Drive, Arlington, VA 22203 (�Purchaser�).
I.
Definitions; Sale and Purchase
1.01 Definitions. In addition to terms defined . . .
2311692
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Greenberg
As referenced in this Agreement of Sale and Purchase:
Greenberg Traurig – facsimile transmission shall be effective on the business date delivered. For the purposes of Notice, the addresses of the parties shall be:
Seller:
Hanford Hotels, LLC
Attention:
with copy to:
Greenberg Traurig , LLP
Attn:
Fax No.:
Purchaser:
4501 N. Fairfax Boulevard
Arlington, VA 22203
Attn: Christopher H. Bennett, Esq.
Fax No.: 703-387-3389
with copy to:
DeCampo, Diamond & Ash
_____________
dt 1562323
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AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (�Agreement�) made this 9th day of August, 2006 by and between MACK-CALI REALTY, L.P., a limited partnership organized under the laws of the State of Delaware having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 (�Seller�) and WESTCORE PROPERTIES AC, LLC, a limited liability company organized under the laws of the State of Delaware having an address at 4445 Eastgate Mall, Suite 210, San Diego, California 92121(�Purchaser�).
In consideration of the mutual promises, covenants, . . .
2626119
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Mack-Cali Realty
As referenced in this Agreement of Sale and Purchase:
MACK-CALI REALTY – a06-23000_1ex10d91.htm EX-10
EXHIBIT 10.91
AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (Agreement) made this 9th day of August, 2006 by and between MACK-CALI REALTY , L.P., a limited partnership organized under the laws of the State of Delaware having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey _____________
Mack-Cali Realty – 9th day of August, 2006 by and between MACK-CALI REALTY, L.P., a limited partnership organized under the laws of the State of Delaware having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 (Seller) and WESTCORE PROPERTIES AC, LLC, a limited liability company organized under the laws of the State of Delaware having an _____________
Mack-Cali Realty – has the meaning ascribed to such term in Section 4.1(b).
Apex Agreements means that certain Agreement for the management of rooftop transmitting sites dated July 6, 1998, between Mack-Cali Realty Corporation on behalf of Seller and American Tower Corporation, successor-in-interest to SpectraSite Communications, Inc., successor-in-interest to Apex Site Management, Inc., as amended, and that certain _____________
Mack-Cali Realty – to SpectraSite Communications, Inc., successor-in-interest to Apex Site Management, Inc., as amended, and that certain Agreement for the management of telecommunications access sites dated December 14, 1998, between Mack-Cali Realty Corporation on behalf of Seller and American Tower Corporation, successor-in-interest to SpectraSite Communications, Inc., successor-in-interest to Apex Site Management, Inc, as amended.
Assignment has the _____________
Mack-Cali Realty – the Closing hereunder.
Code has the meaning ascribed to such term in Section 4.3.
Confidentiality Agreement means that certain Confidentiality Agreement dated June 8, 2006 between Westcore Properties and Mack-Cali Realty Corporation, the general partner of Seller.
Deed has the meaning ascribed to such term in Section 10.3(a).
Delinquent Rental has the meaning ascribed to such term in _____________
dt 1655427
;
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Mack-Cali Realty
As referenced in this Agreement of Sale and Purchase:
MACK-CALI REALTY, L – a06-23000_1ex10d91.htm EX-10
EXHIBIT 10.91
AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (Agreement) made this 9th day of August, 2006 by and between MACK-CALI REALTY, L .P., a limited partnership organized under the laws of the State of Delaware having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 ( _____________
MACK-CALI REALTY, L – WITNESS WHEREOF, Seller and Purchaser have respectively executed this Agreement as of the Effective Date.
PURCHASER:
WESTCORE PROPERTIES AC, LLC
By:
/s/ Donald Ankeny
Name:
Donald Ankeny
Title:
President
SELLER:
MACK-CALI REALTY, L .P.
By:
Mack-Cali Realty Corporation,
its general partner
By:
/s/ Mitchell E. Hersh
Name:
Mitchell E. Hersh
Title:
President and Chief Executive Officer
As to Article XVII only:
_____________
dt 1622750
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