{"id":41822,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/4100-beechwood-court-greensboro-nc-agreement-of-sale-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"4100-beechwood-court-greensboro-nc-agreement-of-sale-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/4100-beechwood-court-greensboro-nc-agreement-of-sale-and.html","title":{"rendered":"4100 Beechwood Court (Greensboro, NC) Agreement of Sale and Purchase &#8211; Sun Life Assurance Co. of Canada and Polo Ralph Lauren Corp."},"content":{"rendered":"<pre>\n                         AGREEMENT OF SALE AND PURCHASE\n                         ------------------------------\n\n                  SUN LIFE ASSURANCE COMPANY OF CANADA (SELLER)\n\n                                        &amp; POLO RALPH LAUREN CORPORATION (BUYER)\n\n                         PROPERTY: 4100 BEECHWOOD COURT\n                                   GREENSBORO\n                                   GUILFORD COUNTY, NC\n\n                          EFFECTIVE DATE: JULY 22, 1998\n\n\nEXHIBITS:\n'A' - LEGAL DESCRIPTION\n'B' - ESCROW AGREEMENT\n'C' - FIRPTA ESCROW AGREEMENT\n\n\n<font size=\"2\">CONTENTS                                                                   PAGE\n\n1.         Agreement to Sell and Purchase.....................................1\n2.         Purchase Price.....................................................1\n3.         Settlement.........................................................2\n4.         Condition of Title.................................................2\n5.         Representations and Warranties of Seller...........................2\n6.         Representations and Warranties of Buyer............................5\n7.         Conditions of Buyer's Obligations..................................5\n8.         Condition of Seller's Obligations..................................7\n9.         FIRPTA Withholding.................................................7\n10.        Possession.........................................................7\n11.        Apportionment; Taxes...............................................8\n12.        Condemnation.......................................................8\n13.        Default by Buyer...................................................8\n14.        Default by Seller..................................................8\n15.        Risk of Loss.......................................................8\n16.        Brokerage..........................................................9\n17.        Operation of the Property Prior to Settlement......................9\n18.        Notice.............................................................9\n19.        Further Assurances................................................10\n20.        Miscellaneous.....................................................10\n21.        Execution.........................................................11\n\n\n                                       ii\n\n\n<\/font>                         AGREEMENT OF SALE AND PURCHASE\n                         ------------------------------\n\n      THIS AGREEMENT OF SALE AND PURCHASE ('Agreement') is made this 22nd day of\nJULY, 1998, between SUN LIFE ASSURANCE COMPANY OF CANADA, a federally chartered\nCanadian insurance company, having an address at One Sun Life Executive Park,\nWellesley Hills, MA 02481, ('Seller') and POLO RALPH LAUREN CORPORATION, a\nDelaware corporation having an address at 650 Madison Avenue, New York, New York\n10022, or its assignee or nominee ('Buyer'). This Agreement shall be effective\nas of the date (the 'Effective Date') on which Buyer and Seller complete the\nexecution of this Agreement and the Escrow Agreement (as defined below).\n\n      In consideration of the covenants and provisions contained herein, and\nother good and valuable consideration, the receipt and sufficiency of which are\nhereby acknowledged, the parties agree as follows:\n\n      1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and\nBuyer agrees to purchase from Seller, subject to the terms and conditions of\nthis Agreement, that certain tract of land known as 4100 Beechwood Drive,\nGreensboro, NC 27410, located in Guilford County, North Carolina, as more fully\ndescribed by metes and bounds in the legal description attached hereto as\nEXHIBIT 'A,' together with all right, title and interest of Seller in and to any\nland lying in the bed of any highway, street, road or avenue, opened or\nproposed, in front of or abutting or adjoining such tract or piece of land and\nany easements and appurtenances pertaining thereto (the 'Real Property') and all\nthe buildings and other improvements situated thereon, including all of Seller's\ninterest in any fixtures, equipment, appliances and other personal property (if\nany) attached or appurtenant to, located in or on, or used in connection with\nthe Real Property (the 'Personal Property') [the Real Property and the Personal\nProperty are jointly called the 'Property'].\n\n      2. PURCHASE PRICE. The purchase price for the Property is SIXTEEN MILLION\nAND NO\/100 DOLLARS ($16,000,000.00) (the 'Purchase Price'), payable as follows:\n\n            (a) ONE HUNDRED THOUSAND AND NO\/100 DOLLARS ($100,000.00) (the\n'Deposit') by wire transfer to Chicago Title Insurance Company ('Escrow Agent'),\nwhich wire transfer shall be delivered to Escrow Agent within twenty-four (24)\nhours following the Effective Date. The Deposit shall be held in an interest\nbearing, federally insured account by Escrow Agent in accordance with the Escrow\nAgreement attached hereto as EXHIBIT 'B' (the 'Escrow Agreement') and this\nAgreement pending consummation of this transaction. Any interest earned on the\nDeposit shall be paid to Buyer unless Seller shall be entitled to the Deposit by\nreason of a default by Buyer, in which case such interest shall be paid to\nSeller. Buyer's Federal Tax I.D. Number is 13-2622036; Seller's Federal Tax I.D.\nNumber is 38-1082080.\n\n            (b) The balance of the Purchase Price shall be paid to Seller at\nSettlement (as defined below), minus any withholding required to comply with\nSection 1445 of the Internal\n\n\n                                        1\n\n\nRevenue Code as more specifically set forth in Paragraph 9 below, in cash by\nwire transfer of immediately available federal funds, by certified check or by\nplain check of any title insurance company approved by Seller and Buyer.\n\n      3. SETTLEMENT. Settlement shall be held on August 19, 1998, or on such\nearlier date as Buyer shall designate by at least five (5) days' advance written\nnotice to Seller, at Buyer's attorney's office at 300 North Greene Street, Suite\n1400, Greensboro, North Carolina 27401, at 10:00 a.m. ('Settlement'). It is\nagreed that the time of Settlement and the obligation of Seller to deliver the\ngeneral warranty deed at Settlement are of the essence of this Agreement.\n\n      4. CONDITION OF TITLE.\n\n            (a) Title to the Property shall be good and marketable (i) free and\nclear of all liens, restrictions, easements, encumbrances, claims or liens by\ncontractors, subcontractors, mechanics and materialmen, leases, financing\nstatements or other personal property liens or encumbrances and other title\nobjections, other than any of the foregoing created, allowed or caused by Buyer,\nits employees, contractors or agents and routine utility easements which will\nnot adversely affect Buyer's intended use of the Property and such title\nexceptions as may be approved by Buyer prior to the expiration of the Due\nDiligence Period (a 'Title Matter'); (ii) affirmatively insured as contiguous\nwith no gaps or gores; (iii) affirmatively insured as having legal, direct\naccess to a public street; and (iv) insurable as aforesaid at ordinary rates by\na title insurance company selected by Buyer at Buyer's expense.\n\n            (b) If Buyer provides Seller written objection to any Title Matter\nprior to the expiration of the Due Diligence Period, or if any new Title Matter\nis created or occurs following the expiration of the Due Diligence Period but\nprior to the Settlement, and Buyer provides Seller written objection to such new\nTitle Matter, Seller shall elect either to cure such matter or not to cure such\nmatter, and communicate its decision by written notice to Buyer sent within ten\n(10) days following Buyer's notice to Seller. Seller's failure to notify Buyer\nshall be deemed to be Seller's election not to cure. If Seller elects to cure\nsuch Title Matter, Seller must complete such cure prior to the Settlement,\nprovided that Seller shall have the unilateral right to extend the date of\nSettlement for an additional period of time (not to exceed twenty (20) days) to\naccomplish such cure. If Seller elects not to cure, Buyer may elect to proceed\nto close the sale on the date of Settlement (without any reduction to the\nPurchase Price), and be deemed to have accepted such Title Matter in all\nrespects, or may elect to terminate this Agreement and receive the return of its\nDeposit, plus accrued interest. The acceptance of a deed from Seller shall be\nconclusive proof that Buyer has accepted the title to the Property as it existed\non the date of Settlement.\n\n      5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, to induce Buyer to\nenter into this Agreement and to complete the sale and purchase of the Property\nhereunder, represents, warrants and covenants to Buyer as follows:\n\n            (a) Seller has no knowledge of, and has received no written notice\nfrom, any governmental authority requiring any work, repairs, construction,\nalterations or installations on or in connection with the Property, or asserting\nany violation of any federal, state, county or\n\n\n                                        2\n\n\nmunicipal laws, ordinances, codes, orders, regulations or requirements affecting\nany portion of the Property, including, without limitation, the Americans with\nDisabilities Act and any applicable environmental laws or regulations. There is\nno action, suit or proceeding pending or, to the knowledge of Seller, threatened\nagainst or affecting Seller or the Property or any portion thereof relating to\nor arising out of the ownership of the Property, in any court or before or by\nany federal, state, county or municipal department, commission, board, bureau or\nagency or other governmental instrumentality.\n\n            (b) To the best of Seller's knowledge, Seller has received no\nwritten notice of assessments or charges for any public improvements that have\nbeen made against the Property which remain unpaid, and Seller has no knowledge\nof any plans for improvements by any governmental or quasi-governmental\nauthority which might result in a special assessment against the Property.\nProvided Settlement is completed hereunder, Buyer will be responsible for\npayment of assessments or notices of assessments for any public improvement made\nafter the Effective Date.\n\n            (c) To the best of Seller's knowledge, the Property has been duly\nsubdivided in accordance with all applicable laws and constitutes an independent\ntract of land for all applicable zoning, subdivision and taxation purposes.\n\n            (d) To the best of Seller's knowledge, Seller has received no notice\nfrom any insurance company which has issued a policy with respect to the\nProperty or by any board of fire underwriters (or other body exercising similar\nfunctions) claiming any defects or deficiencies or requesting the performance of\nany repairs, alterations or other work.\n\n            (e) To the best of Seller's knowledge, all certificates of occupancy\nnecessary for operation of the Property, as presently conducted, have been\nissued by all authorities having jurisdiction thereof and all such certificates\nof occupancy are in full force and effect. Seller has not received any written\nnotice of suspension or cancellation of any certificates of occupancy. To the\nbest of Seller's knowledge there is no defective condition, structural or\notherwise, in the buildings or other improvements on the Property, or in the\nbuildings' roof, heating, air conditioning, mechanical, plumbing or electrical\nsystems and equipment.\n\n            (f) To the best of Seller's knowledge, there has been no release of\nany 'Hazardous Substances' (as hereinafter defined) on the Property during\nSeller's ownership of the Property, and Seller has received no written notice of\nany pending or threatened proceedings or claims involving the presence of\n'Hazardous Substances' on the Property. By its execution hereof, Buyer\nacknowledges that it has occupied the Property as a tenant during the period of\nSeller's ownership, and that Seller's representations contained in this\nsubparagraph (f) are based on Buyer's assurances (whether in its capacity as\ntenant or otherwise) that it (for itself, its employees and agents) is likewise\nnot aware of any of the foregoing. For purposes of this Agreement, the term\n'Hazardous Substances' shall mean those substances or materials regulated under\nthe Comprehensive Environmental Response, Compensation and Liability Act, 42\nU.S.C. Section 9601 et seq. and implementing regulations.\n\n\n                                        3\n\n\n            (g) To the best of Seller's knowledge, there are no management,\nemployment, service, equipment, supply, maintenance, water, sewer, or other\nutility or concession agreements or agreements with municipalities (including\nimprovement or development escrows or bonds) with respect to or affecting the\nProperty which will burden the Property or Buyer after Settlement in any manner\nwhatsoever, except for instruments of record.\n\n            (h) Seller holds fee simple title to the Property. Seller is a duly\nexisting corporation and has full legal right and all requisite power and\nauthority to enter into this Agreement and to perform its obligations hereunder.\nThe execution, delivery and performance of this Agreement by Seller and the\nconsummation by Seller of the transaction contemplated hereby have been duly and\neffectively authorized by the Seller. This Agreement has been duly executed and\ndelivered by the Seller and constitutes a valid and legally binding obligation\nof Seller, enforceable against Seller in accordance with its terms.\n\n            (i) Seller has entered into no leases, whether oral or written,\nagreements of sale, options, tenancies, licenses or any other claims to\npossession affecting the Property other than the lease (the 'Lease') between\nBuyer, as tenant, and Haskell Realty Developers Ltd. IV ('Haskell'), dated\nDecember 28, 1989, which Lease was assigned to Seller, as landlord, pursuant to\nthe Lease Assignment and Assumption Agreement between Haskell and Seller, dated\nMarch 27,1995. To the best of Seller's knowledge, no other party has any right\nor option to acquire the Property or any portion thereof.\n\n            (j) No representation, statement or warranty by Seller contained in\nthis Agreement or in any exhibit attached hereto contains or will contain any\nuntrue statements or omits or will omit a material fact necessary to make the\nstatement of fact therein recited not misleading. If, after Seller's execution\nhereof, any event occurs or condition exists which renders any of the\nrepresentations contained herein untrue or misleading, Seller shall promptly\nnotify Buyer.\n\n            (k) To the best of Seller's knowledge, there are no proceedings\npending or threatened by or against Seller in bankruptcy, insolvency or\nreorganization in any state or federal court.\n\n            (l) Seller and Buyer acknowledge that, during the entire period of\nSeller's ownership of the Property, Buyer has been in possession of the Property\npursuant to the Lease. Furthermore, Seller and Buyer acknowledge that, pursuant\nto the Lease, Buyer was charged with certain responsibilities in connection with\nits occupancy of the Property. Accordingly, Seller's representations and\nwarranties in subparagraphs 5(d), 5(e) and 5(g) are limited to matters which are\nnot within the scope of Buyer's obligations under the Lease.\n\n            (m) For purposes of this Agreement, the term ' knowledge,' or\nsimilar words or phrases, shall mean only the actual knowledge of Thomas\nPedulla, George Collins, Pete Lash or Donnie Robinson, which are the Seller's\nrepresentatives who would possess any knowledge possessed by the Seller\nregarding the Property, and shall not include the knowledge of Buyer or any\nother tenant of the Property.\n\n\n                                        4\n\n\n      6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer, to induce Seller to\nenter into this Agreement and to complete the sale and purchase of the Property\nhereunder, represents, warrants and covenants to Seller that Buyer is a duly\nexisting Delaware corporation and has the full legal right and all requisite\npower and authority to enter into this Agreement and to perform its obligations\nhereunder. The execution, delivery and performance of this Agreement by Buyer\nand the consummation by Buyer of the transaction contemplated hereby have been\nduly and effectively authorized by the Buyer. This Agreement has been duly\nexecuted and delivered by the Buyer and constitutes a valid and legally binding\nobligation of Buyer, enforceable against Buyer in accordance with its terms.\n\n      7. CONDITIONS OF BUYER'S OBLIGATIONS. The obligation of Buyer under this\nAgreement to purchase the Property from Seller is subject to the satisfaction at\nSettlement of each of the following conditions (any one of which may be waived\nin whole or in part by Buyer at or prior to Settlement):\n\n            (a) All of the representations and warranties by Seller set forth in\nthis Agreement shall be true and correct at and as of Settlement in all material\nrespects as though such representations and warranties were made at and as of\nSettlement, and Seller shall have performed, observed and complied with all\ncovenants, agreements and conditions required by this Agreement to be performed\non its part prior to or as of Settlement.\n\n            (b) Buyer shall have until August 7, 1998 (the 'Due Diligence\nPeriod') to conduct due diligence investigations and analysis of the Property\nand all information pertaining to the Property. During the Due Diligence Period,\nSeller shall make available to Buyer such records and documents relating to the\nProperty as Buyer may reasonably request and which are in Seller's possession.\nIf Buyer, in its sole discretion, determines that it does not desire to acquire\nthe Property, with or without reason, and notifies Seller in writing by 5:00\np.m. on the last day of the Due Diligence Period of its election to terminate\nthis Agreement, the Deposit and all accrued interest shall be returned to Buyer,\nthis Agreement thereupon shall become void and there shall be no further\nobligation or liability on either of the parties hereto. Failure to provide such\nnotice in a timely manner shall be deemed to be Buyer's affirmative acceptance\nof the title to and condition of the Property and the improvements thereon. Any\ncondition or matter known to or discovered by Buyer and not disclosed to Seller\nprior to the expiration of the Due Diligence Period shall be deemed to be\naccepted by Buyer, notwithstanding any representation, warranty or statement by\nSeller herein which is or may be inconsistent with such condition or matter.\n\n            (c) Within five (5) days after the Effective Date, Seller shall\ndeliver to Buyer the following if, and only if, such items exist and are in\nSeller's possession:\n\n                  (i) the latest as-built plans or surveys (the 'Survey') of the\nProperty prepared by a registered and licensed surveyor which are in Seller's\npossession;\n\n                  (ii) copies of the floor plans of all buildings on the\nProperty which are in Seller's possession;\n\n\n                                        5\n\n\n                  (iii) copies of all service contracts, if any, with respect to\nthe Property;\n\n                  (iv) copies of the latest environmental reports with respect\nto the Property which are in Seller's possession, the prior receipt of which\nBuyer hereby acknowledges; and,\n\n                  (v) copies of the latest title commitment and title policy\nwith respect to the Property which are in Seller's possession.\n\n            (d) At Settlement, Seller shall deliver to Buyer duly executed\noriginals of the following:\n\n                  (i) A general warranty deed to the Real Property duly executed\nand acknowledged by Seller and in proper form for recording (the 'Deed');\n\n                  (ii) A valid bill of sale for the Personal Property in form\nand substance mutually and reasonably satisfactory to Buyer and Seller;\n\n                  (iii) An assignment in form and substance mutually and\nreasonably satisfactory to Seller and Buyer, duly executed by Seller, assigning\nto Buyer all of Seller's right, title and interest in and to (A) any and all\nguaranties and warranties, if any, pertaining to the Property; and (B) any\npermits, licenses, plans, authorizations and approvals relating to ownership,\noperation or occupancy of the Property.\n\n                  (iv) Originals of the following instruments (or copies if\noriginals are unavailable), all certified by Seller as true and complete to the\nbest knowledge of Seller, if, and only if, such items exist and are in Seller's\npossession:\n\n                        (A) all certificates of occupancy (and any required\ngovernmental approvals in connection with the transfer of the Property),\nlicenses, plans, permits, authorizations and approvals required by law and\nissued by all governmental authorities having jurisdiction over the Property;\n\n                        (B) all building records in Seller's possession or\ncontrol with respect to the Property;\n\n                        (C) all assigned guaranties and warranties.\n\n                  (v) An affidavit of title in favor of Buyer and Buyer's title\ninsurer qualified to the best of Seller's knowledge.\n\n                  (vi) A Lease Termination Agreement mutually acceptable to and\nexecuted by Seller and Buyer terminating the Lease.\n\n\n                                        6\n\n\n                  (vii) Such other documents as reasonably may be required to\nconsummate this transaction in accordance with this Agreement.\n\n            (e) Seller previously has turned over to Buyer, and Buyer hereby\nacknowledges the prior receipt of, certain of the following items and materials:\nbills of current real estate taxes, sewer charges and assessments, water charges\nand other utilities; keys and combinations to locks at the Property; plans,\nspecifications, as-built drawings, surveys, site plans, equipment manuals,\ntechnical data and other documentation relating to the building systems, and any\nequipment and other personal property forming a part of the Property. Seller\nhereby represents and warrants that, to the best of Seller's knowledge, all of\nthe items and materials referenced in this paragraph 7(e) in its possession have\nbeen delivered to Buyer.\n\n      Unless all the foregoing conditions contained in this Paragraph 7 are\nsatisfied, prior to or at Settlement, Buyer, at its election, may, either (i)\nterminate this Agreement and have the Deposit refunded together with accrued\ninterest (provided, however, that termination and refund of the Deposit shall\nnot be Buyer's exclusive remedy) or (ii) waive in writing the satisfaction of\nany such conditions, in which event this Agreement shall be read as if such\nconditions no longer existed.\n\n      8. CONDITION OF SELLER'S OBLIGATIONS. Seller's obligation to sell and\nconvey the Property under this Agreement shall be conditioned upon the Lease\nremaining in full force and effect until Settlement has been completed.\nTermination of the Lease at or as of the date of Settlement shall not relieve\nBuyer from any liability to Seller arising under the Lease, existing at the time\nof Settlement or relating to an event occurring prior to the date of Settlement,\nexcept Seller will acknowledge as of the date of Settlement (if true in all\nrespects) that all rent and other sums then due under the Lease have been paid.\n\n      9. FIRPTA WITHHOLDING. Seller acknowledges that it is a 'foreign person'\nfor purposes of Section 1445 of the Internal Revenue Code (the 'Code'), but\nSeller covenants that it shall file, on a timely basis, for a withholding\ncertificate (the 'Withholding Certificate') which will alleviate Buyer's\nwithholding obligation under Section 1445 of the Code on the basis of adequate\nsecurity provided to the United States Treasury Department by Seller to secure\npayment of any tax that may be due and payable. In the event that Seller fails\nto deliver to Buyer the Withholding Certificate prior to or as of Settlement,\nBuyer shall be entitled to withhold One Million Six Hundred Thousand and No\/100\nDollars ($1,600,000.00) from the Purchase Price and to deposit such funds\npursuant to the FIRPTA Escrow Agreement in the form attached hereto as Exhibit\n'C' and take all other steps necessary to comply with the requirements of the\nCode and Seller and Buyer shall proceed with Settlement as if Seller had\nobtained the Withholding Certificate.\n\n      10. POSSESSION. Possession of the Property shall be delivered to Buyer at\nSettlement by delivery of the Deed, free of any leases (other than the Lease)\nand other claims to or rights of possession pursuant to any agreement entered\ninto by Seller. The Deed shall be prepared by Buyer at Buyer's expense and shall\nbe submitted to Seller for Seller's approval prior to Settlement hereunder.\n\n\n                                        7\n\n\n      11. APPORTIONMENT; TAXES.\n\n            (a) Any prepaid rent paid by Buyer to Seller pursuant to the Lease\nshall be prorated as of Settlement and any rent paid by Buyer in excess of the\nrent due Seller as of Settlement shall be a credit against the Purchase Price.\n\n            (b) All realty transfer taxes imposed on or in connection with this\ntransaction shall be paid by Seller at Settlement.\n\n      12. CONDEMNATION. To the best of Seller's knowledge, Seller covenants and\nwarrants that Seller has not heretofore received any written notice of any\ncondemnation proceeding or other proceeding in the nature of eminent domain in\nconnection with the Property. If prior to Settlement any such proceeding is\ncommenced or any change is made, or proposed to be made, to the current means of\ningress and egress to the Property or to the roads or driveways adjoining the\nProperty, or to change such ingress or egress or to change the grade thereof,\nSeller agrees immediately to notify Buyer thereof. Buyer then shall have the\nright, at Buyer's option, to terminate this Agreement by giving written notice\nto Seller within ten (10) days after receipt of such notice. If Buyer does not\nso terminate this Agreement, Buyer shall proceed to Settlement hereunder as if\nno such proceeding had commenced and will pay Seller the full Purchase Price in\naccordance with this Agreement, and Seller shall assign to Buyer all of its\nright, title and interest in and to any compensation for such condemnation.\n\n      13. DEFAULT BY BUYER. If Buyer, without the right to do so and in default\nof its obligations hereunder, fails to complete Settlement without default by\nSeller, the Deposit and all accrued interest shall be paid to Seller and Buyer\nshall pay Seller an additional amount (the 'Additional Damages') which shall be\nthe difference obtained by subtracting (i) the amount of the Deposit and accrued\ninterest paid to Seller from, (ii) One Hundred Fifty Thousand and No\/100 Dollars\n($150,000.00). Such payment of the Deposit, all accrued interest and the\nAdditional Damages to Seller shall be deemed to be liquidated damages for\nBuyer's default and the receipt of same shall be Seller's exclusive and sole\nremedy, and Seller hereby waives any right to recover the balance of the\nPurchase Price, or any part thereof, and the right to pursue any other remedy\npermitted at law or in equity against Buyer. Buyer acknowledges that in the\nevent of Buyer's default, Seller would incur damages which would be difficult to\nascertain, and that the liquidated damages provided for in this paragraph\nrepresent a reasonable estimate of the damages that Seller would likely incur as\na result of Buyer's default.\n\n      14. DEFAULT BY SELLER. If Seller, without the right to do so and in\ndefault of its obligations hereunder, fails to complete Settlement without\ndefault by Buyer, the Deposit and all accrued interest shall be returned to\nBuyer. In addition, Buyer may exercise any remedies available to it at law or in\nequity, including, but not limited to, specific performance.\n\n      15. RISK OF LOSS. Seller shall bear the risk of all loss or damage to the\nProperty from all causes until Settlement. If at any time prior to Settlement\nany portion of the Property is destroyed or damaged as a result of fire or any\nother casualty whatsoever, Seller shall promptly give written notice thereof to\nBuyer and Buyer shall have the right (i) to terminate this\n\n\n                                        8\n\n\nAgreement by written notice to Seller, whereupon Escrow Agent shall return the\nDeposit (with any accrued interest) to Buyer, and thereafter this Agreement\nshall be void and neither party shall have any further rights or obligations\nhereunder; or (ii) to complete Settlement pursuant to this Agreement (without\nreducing the Purchase Price) and to receive an assignment from Seller of any\ninsurance proceeds paid to Seller as a result of the casualty, less costs\nincurred obtaining such proceeds. All unpaid claims and rights in connection\nwith any such losses shall be assigned to Buyer at Settlement without in any\nmanner affecting the Purchase Price.\n\n      16. BROKERAGE. Buyer represents and warrants to Seller and Seller\nrepresents and warrants to Buyer that each dealt with no broker, agent, finder\nor other intermediary in connection with this sale and purchase. Seller agrees\nto indemnify, defend and hold Buyer harmless from and against the claims of any\nand all brokers and other intermediaries claiming a commission in connection\nwith this sale or the Lease. Buyer agrees to indemnify, defend and hold Seller\nharmless from and against any broker's claim arising from any breach by Buyer of\nBuyer's representation and warranty in this paragraph.\n\n      17. OPERATION OF THE PROPERTY PRIOR TO SETTLEMENT. Prior to Settlement:\n\n            (a) Seller promptly shall notify Buyer of Seller's receipt of any\nwritten notice from any party alleging that Seller is in default of its\nobligations under any permit or agreement affecting the Property, or any portion\nor portions thereof.\n\n            (b) Without the prior written consent of Buyer, no contract for or\non behalf of or affecting the Property shall be negotiated or entered into by\nSeller which cannot be terminated at any time without charge, cost, penalty or\npremium.\n\n      18. NOTICE. All notices, requests and other communications under this\nAgreement shall be in writing and shall be delivered (i) in person, (ii) by\nregistered or certified mail, return receipt requested, or (iii) by recognized\novernight delivery service providing positive tracking of items (for example,\nFederal Express) addressed as follows or at such other address of which Seller\nor Buyer shall have given notice as herein provided:\n\n            IF INTENDED FOR SELLER:\n\n                  SUN LIFE ASSURANCE COMPANY OF CANADA\n                  ONE SUN LIFE EXECUTIVE PARK - SC 1307\n                  WELLESLEY HILLS, MASSACHUSETTS 02481\n                  ATTENTION: THOMAS V. PEDULLA\n\n            WITH A COPY TO:\n\n                  POYNER &amp; SPRUILL, L.L.P.\n                  3600 GLENWOOD AVENUE\n                  RALEIGH, NORTH CAROLINA 27612\n                  ATTENTION: JOSEPH B. DEMPSTER, JR.\n\n\n                                        9\n\n\n\n            IF INTENDED FOR BUYER:\n\n                  POLO RALPH LAUREN CORPORATION\n                  650 MADISON AVENUE\n                  NEW YORK, NEW YORK 10022\n                  ATTENTION: GENERAL COUNSEL\n\n            WITH A COPY TO:\n\n                  POLO RALPH LAUREN CORPORATION\n                  4100 BEECHWOOD DRIVE\n                  GREENSBORO, NORTH CAROLINA 27410\n                  ATTENTION: JAMES CALO, VICE PRESIDENT OF OPERATIONS\n\n            All such notices, requests and other communications shall be deemed\nto have been sufficiently given for all purposes hereof two (2) business days\nafter deposit in United States mails or one (1) business day after delivery to a\nrecognized overnight carrier. Notices by the parties may be given on their\nbehalf by their respective attorneys.\n\n      19. FURTHER ASSURANCES. After Settlement, at Buyer's sole cost and\nexpense, Seller shall execute, acknowledge and deliver, for no further\nconsideration, all assignments, transfers, deeds and other documents as may be\nrequired to vest in Buyer all of Seller's right, title and interest in and to\nthe Property.\n\n      20. MISCELLANEOUS.\n\n            (a) All of the representations and warranties contained in this\nAgreement, all covenants, agreements and indemnities made herein, and all\nobligations to be performed under the provisions hereof shall survive Settlement\nfor a period of one (1) year.\n\n            (b) This Agreement shall be void and of no force or effect if not\nexecuted by Seller and delivered to Buyer or Buyer's attorney within five (5)\ndays after execution by Buyer and delivery to Seller.\n\n            (c) The captions in this Agreement are inserted for convenience of\nreference only and in no way define, describe or limit the scope or intent of\nthis Agreement or any of the provisions hereof.\n\n            (d) Formal tender of an executed deed and purchase money is hereby\nwaived.\n\n            (e) Buyer shall have the right to assign this Agreement, and upon\nwritten notice from Buyer, Seller agrees to convey the Property directly to\nBuyer's assignee provided that Buyer and\/or assignee have fulfilled Buyer's\nobligations under this Agreement.\n\n\n                                       10\n\n\n            (f) This Agreement shall be binding upon and shall inure to the\nbenefit of the parties hereto and their respective heirs, executors,\nadministrators, legal representatives, successors and assigns.\n\n            (g) This Agreement, including the exhibits attached hereto, contains\nthe whole agreement as to the Property between Seller and Buyer and there are no\nother terms, obligations, covenants, representations, statements or conditions,\noral or otherwise of any kind whatsoever concerning this sale and purchase. This\nAgreement shall not be altered, amended, changed or modified except in writing\nexecuted by the parties hereto.\n\n            (h) This Agreement shall be construed in accordance with the laws of\nthe State of North Carolina.\n\n            (i) Both parties to this Agreement having participated fully and\nequally in the negotiation and preparation hereof, this Agreement shall not be\nmore strictly construed, or any ambiguities within this Agreement resolved,\nagainst either party hereto.\n\n      21. EXECUTION. This Agreement may be executed in one or more counterpart\noriginals, which taken together shall constitute but one and the same original\ninstrument.\n\n                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                       11\n\n\n      IN WITNESS WHEREOF, intending to be legally bound, the parties have caused\nthis Agreement to be duly executed, under seal, as of the day and year first\nwritten above.\n\n                        SELLER: SUN LIFE ASSURANCE COMPANY OF CANADA\n\n                                BY: \/s\/ George M. Collins\n                                    -------------------------\n                                    FOR PRESIDENT\n\n                                BY: \/s\/ Thomas V. Padulla\n                                    -------------------------\n                                    FOR SECRETARY\nWITNESS:\n\nBY: \/s\/ Charles S. Andes\n    ----------------------------\nITS:Property Investments Analyst\n    ----------------------------\n\n                        BUYER:  POLO RALPH LAUREN CORPORATION\n\n                                BY:  \/s\/ Michael J. Newman (SEAL)\n                                     ----------------------\n                                ITS: Vice Chairman         \n                                     ----------------------\n(CORPORATE SEAL)\n\nATTEST:\n\nBY:  \/s\/ Victor Cohen\n     -------------------\nITS: Secretary\n     -------------------\n\nEscrow Agent has caused this Agreement to be executed in its name solely for the\npurpose of acknowledging receipt of the Deposit.\n\nCHICAGO TITLE INSURANCE COMPANY\n\nBY:  \/s\/ Jeffrey I. Hrdlicka\n     -----------------------\nITS: Authorized Signatory\n     -----------------------\n\n\n                                       12\n\n\n                                   EXHIBIT 'A'\n\n                                LEGAL DESCRIPTION\n\n     BEING ALL of Lot 4, Section III of Piedmont Centre as per plat thereof\nrecorded in Plat Book 96 at Page 134 in the Office of the Register of Deeds of\nGuilford County, North Carolina.\n\n                                       13\n\n\n                                   EXHIBIT 'B'\n\n                                ESCROW AGREEMENT\n\nWHEREAS, SUN LIFE ASSURANCE COMPANY OF CANADA ('Seller'), by Agreement of Sale\nand Purchase dated July ___, 1998 (the 'Agreement'), has agreed to sell to POLO\nRALPH LAUREN CORPORATION ('Buyer') a certain parcel of ground located in\nGuilford County, North Carolina, for the consideration therein stated, and to\nwhich Agreement this Escrow Agreement is attached as an exhibit.\n\nWHEREAS, such parties have requested Chicago Title Insurance Company ('Escrow\nAgent') to receive the deposit of One Hundred Thousand Dollars ($100,000.00)\n(the 'Deposit') to be held in escrow by it and to be applied at Settlement in\naccordance with the Agreement.\n\nIn the event that the transaction contemplated by the Agreement shall not be\nconsummated as provided in the Agreement, Escrow Agent shall release the Deposit\nonly upon written request from either Seller or Buyer and after providing\nwritten notice to the other party as hereinafter provided. Upon receipt of a\nrequest for release of the Deposit by either party, Escrow Agent promptly shall\nprovide written notice ('Release Notice') to the other party of the request for\nrelease of the Deposit. Buyer or Seller, as applicable, shall have ten (10)\nbusiness days to object, by way of written notice to Escrow Agent, to the\nrelease of the Deposit to the other party. In the event that either party shall\nobject to the release of the Deposit as herein provided, Escrow Agent shall hold\nthe Deposit in an interest-bearing account until either: (i) Escrow Agent shall\nreceive written instructions, executed by Seller and Buyer, regarding the\ndisposition of the Deposit; or (ii) a final, non-appealable judgment shall be\nentered by a court of competent jurisdiction directing the disposition of the\nDeposit. In the event that either party shall fail to object as herein provided\nto release of the Deposit to the other party within ten (10) business days after\nreceipt of a Release Notice, Escrow Agent shall release the Deposit to the party\nrequesting release of the Deposit.\n\nIT IS UNDERSTOOD and agreed that Escrow Agent is an escrow holder only, is\nmerely responsible for the safekeeping of the Deposit, and shall not be required\nto determine questions of fact or law.\n\nAny notice required to be given herein shall be addressed and deemed to be\nreceived as provided in the Agreement. All notices intended for Escrow Agent\nshall be addressed as follows:\n\n                  Chicago Title Insurance Company\n                  P.O. Box 35587\n                  Greensboro, North Carolina 27425-5587\n                  Attention: Mr. T. Alfred Gardner\n\nIn the event that costs or expenses are incurred by Escrow Agent because of\nlitigation or otherwise, arising out of the holding of the Deposit, Escrow Agent\nshall be entitled to reimburse itself out of the Deposit for any reasonable\ncosts and expenses. Escrow Agent assumes no liability for interest on the funds\nheld.\n\n                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                       14\n\n\n\nTHIS ESCROW AGREEMENT constitutes the entire agreement among Escrow Agent,\nSeller and Buyer concerning the Deposit.\n\nDated:____________________         SUN LIFE ASSURANCE COMPANY OF CANADA, Seller\n\n                                   BY: __________________________________\n                                       FOR PRESIDENT\nWITNESS:\n                                   BY: __________________________________\nBY: _________________________          FOR SECRETARY\nITS:_________________________\n\n                                   POLO RALPH LAUREN CORPORATION, Buyer\n\n                                   BY:  __________________________________(SEAL)\n                                   ITS: _______________ PRESIDENT\n\n(CORPORATE SEAL)\n\nATTEST:\n\nBY: _________________________\nITS:_________________________\n\n\nACCEPTANCE and receipt of the\nDeposit is hereby acknowledged:\n\nCHICAGO  TITLE INSURANCE COMPANY\n\nBy:  _________________________________________________\n\n\n                                       15\n\n\n                                   EXHIBIT 'C'\n\n                             FIRPTA ESCROW AGREEMENT\n\nWHEREAS, SUN LIFE ASSURANCE COMPANY OF CANADA ('Seller'), by Agreement of Sale\nand Purchase dated July ___, 1998 (the 'Agreement'), has agreed to sell to POLO\nRALPH LAUREN CORPORATION ('Buyer') a certain parcel of ground located in\nGuilford County, North Carolina, for the consideration therein stated, and to\nwhich Agreement this Firpta Escrow Agreement is attached as an exhibit.\n\nWHEREAS, such parties have requested Chicago Title Insurance Company ('Escrow\nAgent') to receive the deposit of One Million Six Hundred Thousand Dollars\n($1,600,000.00) (the 'Deposit') to be held in escrow by it and to be applied at\nSettlement in accordance with the Agreement.\n\nIn the event that the transaction contemplated by the Agreement shall not be\nconsummated as provided in the Agreement, Escrow Agent shall release the Deposit\nonly upon written request from either Seller or Buyer and after providing\nwritten notice to the other party as hereinafter provided. Upon receipt of a\nrequest for release of the Deposit by either party, Escrow Agent promptly shall\nprovide written notice ('Release Notice') to the other party of the request for\nrelease of the Deposit. Buyer or Seller, as applicable, shall have ten (10)\nbusiness days to object, by way of written notice to Escrow Agent, to the\nrelease of the Deposit to the other party. In the event that either party shall\nobject to the release of the Deposit as herein provided, Escrow Agent shall hold\nthe Deposit in an interest-bearing account until either: (i) Escrow Agent shall\nreceive written instructions, executed by Seller and Buyer, regarding the\ndisposition of the Deposit; or (ii) a final, non-appealable judgment shall be\nentered by a court of competent jurisdiction directing the disposition of the\nDeposit. In the event that either party shall fail to object as herein provided\nto release of the Deposit to the other party within ten (10) business days after\nreceipt of a Release Notice, Escrow Agent shall release the Deposit to the party\nrequesting release of the Deposit.\n\nIT IS UNDERSTOOD and agreed that Escrow Agent is an escrow holder only, is\nmerely responsible for the safekeeping of the Deposit, and shall not be required\nto determine questions of fact or law.\n\nAny notice required to be given herein shall be addressed and deemed to be\nreceived as provided in the Agreement. All notices intended for Escrow Agent\nshall be addressed as follows:\n\n                  Chicago Title Insurance Company\n                  P.O. Box 35587\n                  Greensboro, North Carolina 27425-5587\n                  Attention: Mr. T. Alfred Gardner\n\nIn the event that costs or expenses are incurred by Escrow Agent because of\nlitigation or otherwise, arising out of the holding of the Deposit, Escrow Agent\nshall be entitled to reimburse itself out of the Deposit for any reasonable\ncosts and expenses. Escrow Agent assumes no liability for interest on the funds\nheld.\n\n                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                       16\n\n\nTHIS FIRPTA ESCROW AGREEMENT constitutes the entire agreement among Escrow\nAgent, Seller and Buyer concerning the Deposit.\n\nDated:____________________         SUN LIFE ASSURANCE COMPANY OF CANADA, Seller\n\n                                   BY: ___________________________________\n                                       FOR PRESIDENT\nWITNESS:\n                                   BY: ___________________________________\nBY: _________________________          FOR SECRETARY\nITS:_________________________\n\n                                   POLO RALPH LAUREN CORPORATION, Buyer\n\n                                   BY:  __________________________________(SEAL)\n                                   ITS: _______________ PRESIDENT\n\n(CORPORATE SEAL)\n\nATTEST:\n\nBY: _________________________\nITS:_________________________\n\nACCEPTANCE and receipt of the\nDeposit is hereby acknowledged:\n\nCHICAGO  TITLE INSURANCE COMPANY\n\nBy:\n\n\n                                       17\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9599,9579],"class_list":["post-41822","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-land__nc","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41822","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41822"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41822"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41822"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41822"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}