|
I. PURCHASE
AGREEMENT |
|
No. |
Document/Category |
Resp. For
Delivery |
Due
Date |
Rec’d
Date |
Approved
Date |
Status |
Comments/
Purchase Agreement Reference |
|
|
Purchase
Agreement |
Seller/
Buyer |
On Execution |
|
|
|
|
|
|
Legal
Description of Land – Schedule 1 |
Seller |
On Execution |
|
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|
|
|
|
Current
Tenant Leases – Schedule 2 |
Seller |
On Execution |
|
|
|
|
|
|
Current
Service Contracts – Schedule 3 |
Seller |
On Execution |
|
|
|
|
|
|
Form of
Estoppel Certificate (Tenants) – Schedule 4 |
SSD |
On Execution |
|
|
|
|
|
|
Lease
Default Notices – Schedule 5 |
Seller |
On Execution |
|
|
|
|
|
|
Service
Contract Default Notices – Schedule 6 |
Seller |
On Execution |
|
|
|
|
|
|
Anchor
Tenants – Schedule 7 |
Seller |
On Execution |
|
|
|
|
|
|
Form of Deed
– Schedule 8 |
Seller |
On Execution |
|
|
|
|
|
|
Form of Bill
of Sale – Schedule 9 |
Seller |
On Execution |
|
|
|
|
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|
Form of
Assignment of Lease – Schedule 10 |
Seller |
On Execution |
|
|
|
|
|
|
Form of
Assignment of Services Contracts and Intangible Property – Schedule
11 |
Seller |
On Execution |
|
|
|
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|
Form of
Affidavit of Non-Foreign Status – Schedule 12 |
Seller |
On Execution |
|
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|
|
|
|
Form of
Seller’s Closing Certificate – Schedule 13 |
Seller |
On Execution |
|
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|
|
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|
Form of
Buyer’s Closing Certificate – Schedule 14 |
Buyer/
Seller |
On Execution |
|
|
|
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|
II.
POST-SIGNING (DUE DILIGENCE PERIOD) |
|
|
Delivery to
Escrow Agent of Earnest Money of $20,000,000 plus all accrued
interest under Deposit Note |
Buyer |
Expiration
of due diligence period |
|
|
|
|
|
|
Delivery of
Survey |
Seller |
Within 2
days of execution |
|
|
|
|
|
|
Delivery of
Title Commitment and Exception Documents for issuance of owner’s
policy as to Land and Leasehold policy as to Leased land |
SSD/
Title Co. |
Within 16
days of execution |
|
|
|
|
|
|
Written
Notice of Title/Survey Objections |
Buyer |
Within 14
days of last to have been received of title or survey or end of due
diligence |
|
|
|
|
|
|
Satisfaction/Cure of Title/Survey Objections |
Seller |
Within 30
days of Notice of Objection |
|
|
|
|
|
|
Tenant
Leases and Schedule of Security Deposits |
Seller |
To be made
available during due diligence period |
|
|
|
|
|
|
Copies of
Service Contracts |
Seller |
To be made
available during due diligence period |
|
|
|
|
|
|
Copies of
Licenses, Permits and Certificates of Occupancy or other documents
indicating compliance with governmental requirements |
Seller |
To be made
available during due diligence period |
|
|
|
|
|
|
Current Rent
Roll |
Seller |
To be made
available during due diligence period |
|
|
|
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|
III.
CLOSING |
|
|
Tenant
Estoppel Certificates |
Seller |
Prior to
Closing |
|
|
|
|
|
|
Limited or
Special Warranty Deed |
Seller |
Closing |
|
|
|
|
|
|
Bill of Sale |
Seller |
Closing |
|
|
|
|
|
|
Assignment
of Leases |
Seller |
Closing |
|
|
|
|
|
|
Assignment
of Service Contracts and Intangible Property |
Seller/
Buyer |
Closing |
|
|
|
|
|
|
Settlement
Statement |
Title Co./
Buyer/
Seller |
Closing |
|
|
|
|
|
|
Section 1445
(Non-Foreign) Affidavit |
Seller |
Closing |
|
|
|
|
|
|
Certificate
of Officer of Seller authorizing transaction |
Seller |
Closing |
|
|
|
|
|
|
Seller’s
Closing Certificate |
Seller |
Closing |
|
|
|
|
|
|
Letters to
Tenants |
Seller/
Buyer |
Closing |
|
|
|
|
|
|
Purchase
Price |
Buyer |
Closing |
|
|
|
|
|
|
Certificate
of Authorization |
Buyer |
Closing |
|
|
|
|
|
|
Buyer’s
Closing Certificate |
Buyer |
Closing |
|
|
|
|
|
|
Affidavit
regarding Title (Owner’s Affidavit) |
Seller/
Title
Co. |
Closing |
|
|
|
|
|
|
Owner’s Fee
Policy of Title Insurance |
Title Co. |
Closing |
|
|
|
|
|
|
Original
Leases |
Seller |
Closing |
|
|
|
|
|
|
Original
Service and Supply Contracts |
Seller |
Closing |
|
|
|
|
|
|
Original
Plans and Specifications, Building Permits, Other Certificates and
Licenses, Books and Records |
Seller |
Closing |
|
|
|
|
|
|
Certified
Rent Roll |
Seller |
Closing |
|
|
|
|
|
|
Escrow
Instructions |
Seller/
SSD |
Closing |
|
|
|
|
