Real Estate Purchase And Sale Agreement Page 2
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14“Closing” means the actual closing and consummation of the transactions contemplated hereby.
“Closing Date” means the date scheduled for the Closing, which shall be designated by the Buyer
but which shall occur not later than ten (10) business days after the expiration of the Due Diligence
Period, or such other date mutually agreed by the parties.
“Contracts” means any leases or occupancy agreements, management, service, operating, listing,
brokerage, supply or maintenance, or construction agreements, equipment leases, or other contracts,
agreements, or transactions with any third party with respect to or affecting the Property, which may
remain in effect and to which Buyer or the Property may be subject after the Closing.
“Due Diligence Documents” means the documents and information listed on Exhibit B hereto.
“Permitted Exceptions” means (a) real estate taxes for the year of Closing and thereafter; (b) all
applicable zoning and other ordinances, regulations, and laws; and (c) all covenants, easements,
conditions, restrictions, and other exceptions disclosed on the Title Commitment and/or Survey, which
are not objected to by Buyer, subject to Section 5.3; provided, however, that the obligation for Seller to
pay off any indebtedness or other obligations secured by any Seller’s Liens and discharge, terminate, and
release all such Liens by Closing shall in no event constitute Permitted Exceptions.
“Seller’s Liens” means any deeds of trust, mortgages, or mechanics’, judgment, tax, or other
monetary liens encumbering the Property, any title exceptions arising after the Effective Date as a result
of a violation by Seller of this Agreement, and any obligations of Seller under any Contracts (other than
Assigned Contracts, if any).
“Title Policy” means an ALTA Owner's Policy of Title Insurance, in an amount equal to the
Purchase Price, insuring title to the Land and Improvements in Buyer in fee simple absolute, free and
clear of all liens and encumbrances other than Permitted Exceptions, together with such endorsements as
may be requested by Buyer.
This Agreement shall be construed, in all cases, according to its fair meaning. The parties
acknowledge that they and their respective counsel have had the opportunity to review and give input
with respect to this Agreement and that any rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of this Agreement. The
headings contained herein are for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement, the term “including” and terms of similar import shall be deemed to
mean “including without limitation,” and, as the context so requires, terms defined or used in the singular
shall have a comparable meaning when used in the plural, and vice versa, and the use of the neuter shall
also refer to the masculine or feminine, and vice versa.
2.
PURCHASE AND SALE OF THE PROPERTY. Subject to the terms and conditions herein,
Buyer agrees to purchase and acquire from Seller, and Seller agrees to sell and convey to Buyer, the
Property at Closing, free and clear of all liens and encumbrances other than Permitted Exceptions. The
Property shall be deemed to include: (a) the land described on Exhibit A hereto and all rights, title,
interest, benefits, and income appurtenant or attributable thereto, including all Seller’s rights and interest,
if any, to roads, rights of way, and easements adjacent or belonging thereto (“Land”), the exact size and
legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 5;
(b) all buildings, fixtures, and other improvements of every kind and description on or at the Land
(“Improvements”), in their present condition; and (c) Seller’s rights and interest in any site surveys,
studies, or reports, plans and specifications, warranties and contract rights, and permits and licenses with
respect to the Land or Improvements (“Plans”). If applicable, the Property also shall be deemed to
include: (i) the personal property located and used at the Property to be conveyed to Buyer, which is listed
on Exhibit C hereto (“Personal Property”); and (ii) the existing Contracts relating to the lease, occupancy,
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