Form of Purchase and Sale Agreement
FORM OF PURCHASE AND SALE AGREEMENT1
THIS PURCHASE AND SALE AGREEMENT (this
Agreement) is entered into by [NAME OF SELLER ENTITY] LLC, a Washington limited liability company (Seller), and ACORN DEVELOPMENT LLC, a Delaware limited liability company
(Purchaser), as of October 1, 2012 (Effective Date).
A. Seller owns a fee simple interest in and to certain real property known as [VARIES] as more particularly described
Exhibit A attached hereto and made a part hereof (Premises).
B. The parties to this
Agreement have agreed to the sale and purchase of the Property (as hereinafter defined), of which the Premises are a part, on terms and conditions more particularly set forth in this Agreement.
PURCHASE AND SALE OF PROPERTY.
On the terms and conditions stated in this Agreement, Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of Sellers right, title, and interest in and
to the following described property (collectively, the Property):
1.1 Land. The Premises, together
with all rights and appurtenances pertaining to the Premises, including, without limitation, all of
Sellers right, title and interest in and to (i) all minerals, oil, gas, and other hydrocarbon substances thereon or thereunder,
(ii) all adjacent strips, streets, roads, alleys and rights-of-way, public or private, open or proposed, (iii) all covenants, easements, privileges, and hereditaments pertaining thereto, regardless of record, and (iv) all access, air,
water, riparian, development, utility, and solar rights (collectively, the Land).
The office buildings located at [VARIES]2 Seattle,
Washington (the Buildings) constructed on the Premises, together with all parking structures and all other improvements and structures constructed on the Premises (collectively, the Improvements).
1.3 Personal Property. All of Sellers right, title, and interest in and to (specifically excluding any fixtures or personal
property owned by tenants pursuant to Leases or licensees pursuant to Licenses or personal property owned by the property manager) the following:
||On October 1, 2012, a subsidiary of the Company entered into a series of substantially identical purchase and sale agreements in the form of this agreement to
acquire 11 buildings comprising 1.8 million square feet of corporate office space in Seattle, Washington, for approximately $1.16 billion. |
||This term varied to reflect the specifics for the buildings covered by each respective agreement. |