EQIX » Topics » PURCHASE AND SALE

This excerpt taken from the EQIX 10-Q filed Oct 26, 2005.

PURCHASE AND SALE

 

1.1. Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth and intending to be legally bound hereby, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

 

(a) those certain tracts or parcels of land situated in Loudoun County, Virginia, as more particularly described on Exhibit A attached hereto and made a part hereof, (the property described in clause (a) of this Section 1.1 being herein referred to collectively as the “Land”);

 

(b) the buildings, structures, fixtures, systems and other improvements on and under the Land, including specifically, without limitation, those certain office buildings located thereon commonly known as Beaumeade Corporate Park excluding specifically all fixtures owned by tenants (the property described in clause (b) of this Section 1.1 being herein referred to collectively as the “Improvements”);

 

(c) the personal property owned by Seller upon the Land, or within the Improvements, including specifically, without limitation, heating, ventilation and air conditioning systems and equipment, (including the equipment and mechanical systems) appliances, furniture, carpeting, draperies and curtains, tools and supplies, and other items of personal property used in connection with the ownership, management, leasing, maintenance and operation of the Land and the Improvements (but excluding cash, proprietary computer software owned by the management agent for the Improvements and the personal property described on Exhibit B hereto) (the property described in clause (d) of this Section 1.1 being herein referred to collectively as the “Personal Property”);

 

(d) all of Seller’s right, title and interest in all oral or written agreements pursuant to which any portion of the Land or Improvements is used or occupied by anyone other than Seller including those listed and described on Exhibit C hereto (the property described in clause (d) of this Section 1.1 being herein referred to collectively as the “Leases”) and all rents to become due thereunder and all tenant security deposits and guarantees arising under the Leases; and

 

(e) all of Seller’s right, title and interest in and to (i) those assignable contracts and agreements relating to the ownership, management, leasing, construction, upkeep, repair, maintenance or operation of the Land, Improvements or Personal Property which will extend beyond the date of Closing listed on Exhibit D hereto including specifically, without limitation, all assignable equipment leases, if any, (collectively, the


Operating Agreements”) and the brokerage agreements listed on Exhibit O, (ii) all assignable warranties and guaranties (express or implied) issued to Seller in connection with the Improvements or the Personal Property, (iii) all architectural, mechanical, engineering and other plans and specifications relating to the Improvements, subject to any ownership claims which any architect or engineer may have to them, (iv) all assignable certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals issued by any governmental authority having jurisdiction over the Improvements, and (v) all other assignable intangible personal property owned by Seller relating to the ownership and operation of the Improvements including Seller’s right, title and interest, if any, to the name “Beaumeade Corporate Park” (the property described in this Section 1.1(e) being sometimes herein referred to collectively as the “Intangibles”).

 

1.2. Definition of Property. The Land and the Improvements are hereinafter referred to collectively as the “Real Property”. The Real Property, the Personal Property, the Leases and the Intangibles are hereinafter sometimes referred to collectively as the “Property”.

 

1.3. Purchase Price. Seller is to sell and Purchaser is to purchase the Property for the amount of Fifty Three Million and No/100 Dollars ($53,000,000.00) (the “Purchase Price”).

 

1.4. Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be payable at Closing in cash by wire transfer of immediately available funds to a bank account designated by Seller in writing to Purchaser prior to the Closing.

 

1.5. Deposit. Simultaneously with the execution and delivery of this Agreement, Purchaser shall pay to Seller in good funds either by certified bank or cashier’s check or by federal wire transfer the sum of Ten Million and No/100 Dollars ($10,000,000.00) (the “Deposit”). Purchaser acknowledges and agrees that except as otherwise provided herein, the Deposit shall be non-refundable and may be retained by Seller to the extent and in accordance with the provisions of this Agreement; provided that if the Closing occurs, the same shall be applied against the Purchase Price at Closing.

 

1.6. Escrow Agent. Seller and Purchaser agree that the duties of First American Title Insurance Company, 30 North LaSalle Street, Suite 310, Chicago, Illinois 60602, Attention: James McIntosh (“Escrow Agent” or “Title Company”) hereunder, except in its capacity as the issuer of the Title Policy, as defined below, are purely ministerial in nature and shall be expressly limited to the closing of the transaction contemplated herein in accordance with this Agreement. Escrow Agent shall incur no liability hereunder for any reason other than Escrow Agent’s willful misconduct or gross negligence.

 

Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections 1.5 and 1.6 hereof.

 

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