SEC Filings

AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document
Form of Purchase and Sale Agreement

Exhibit 2.1


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 in
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.



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 Seller’s 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 Seller’s 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”).

1.2 Improvements. 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 Seller’s 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:


1  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.
2  This term varied to reflect the specifics for the buildings covered by each respective agreement.