{"id":41858,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-of-sale-and-purchase-evanston-il-surgical-health.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-sale-and-purchase-evanston-il-surgical-health","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/agreement-of-sale-and-purchase-evanston-il-surgical-health.html","title":{"rendered":"Agreement of Sale and Purchase (Evanston, IL) &#8211; Surgical Health Corp. and Crescent Capital Trust Inc."},"content":{"rendered":"<pre>\n                         AGREEMENT OF SALE AND PURCHASE\n\n                                 BY AND BETWEEN\n\n                          SURGICAL HEALTH CORPORATION,\n                             a Delaware corporation\n                                   ('SELLER')\n\n                                      AND\n\n                         CRESCENT CAPITAL TRUST, INC.,\n                             a Maryland corporation\n                                 ('PURCHASER')\n                                  May 27, 1994\n\n\n\n                                                          TABLE OF CONTENTS\n                                                                                                                      \nARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1\n                 -----------                                                                                                  \n                                                                                                                          \nARTICLE II       AGREEMENTS TO SELL, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n                 --------------------------------------                                                                       \n     2.1         AGREEMENT TO SELL AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n     2.2         AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n                                                                                                                          \n                                                                                                                          \n     2.3         AGREEMENT TO SUBLEASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n     3.1         PAYMENT OF PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n     3.2         INDEPENDENT CONSIDERATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n                                                                                                                          \nARTICLE IV       ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n                 --------------------------------------------                                                                 \n     4.1         DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n     4.2         DUE DILIGENCE REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n                                                                                                                          \nARTICLE V        TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n                 ----------------                                                                                             \n     5.1         TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n     5.2         REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n     5.3         ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9\n                                                                                                                          \nARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . .    9\n                 -----------------------------------------------------                                                        \n     6.1         REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9\n     6.2         INDEMNITY OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n     6.3         COVENANTS OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n     6.4         REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . .   13\n                                                                                                                          \nARTICLE VII      CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . .   14\n                 ------------------------------------------------------                                                       \n     7.1         CONDITIONS TO THE PURCHASER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15\n     7.2         FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n     7.3         CONDITIONS TO SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n     7.4         FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n                                                                                                                          \nARTICLE VIII     PROVISIONS WITH RESPECT TO THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n                 --------------------------------------                                                                       \n     8.1         SELLER'S CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n     8.2         PURCHASER'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n     8.3         TITLE COMPANY'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n\n\n\n                                                                                                                      \nARTICLE IX       EXPENSES OF CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n                 -------------------                                                                                          \n     9.1         ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n     9.2         CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n                                                                                                                              \nARTICLE X        DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n                 --------------------                                                                                         \n     10.1        SELLER'S DEFAULT; PURCHASER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n     10.2        PURCHASER'S DEFAULT; SELLER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n                                                                                                                              \nARTICLE XI       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n                 -------------                                                                                                \n     11.1        SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n     11.2        NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n     11.3        ENTIRE AGREEMENT; MODIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20\n     11.4        APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20\n     11.5        CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20\n     11.6        BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n     11.7        EXTENSION OF DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n     11.8        TIME IS OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n     11.9        WAIVER OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n     11.10       OFFER AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n     11.11       BROKERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n     11.12       RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21\n     11.13       NO ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22\n     11.14       COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22\n\n\n\n\n\n\n                                      -ii-\n\n                         AGREEMENT OF SALE AND PURCHASE\n\n        THIS AGREEMENT OF SALE AND PURCHASE (the 'Agreement') is made and\nentered into by and between SURGICAL HEALTH CORPORATION, a Delaware corporation,\nsuccessor-in-interest to Healthcare Real Estate Holdings, Inc. (hereinafter\nreferred to as 'Seller'), and CAPSTONE CAPITAL TRUST, INC., a Maryland\ncorporation, and\/or its assigns (hereinafter referred to as 'Purchaser'). \nSeller and Purchaser are sometimes collectively referred to herein as the\n'Parties' and each of the Parties is sometimes singularly referred to herein as\na 'Party'.\n\n        WHEREAS, Seller is the owner of the Property (as hereinafter defined),\nconsisting of certain real property and improvements thereon including an\nambulatory surgery center containing 5,100 square feet, more or less, as more\nparticularly described on Exhibit A attached hereto and made a part hereof for\nall purposes by this reference; and\n\n        WHEREAS, Seller desires to sell and Purchaser desires to purchase the\nProperty, and simultaneously therewith, to enter into a lease transaction\npursuant to which Purchaser shall lease to Seller, and Seller shall lease from\nPurchaser, the Property.\n\n        NOW, THEREFORE, in consideration of the sum of $10.00, the mutual\ncovenants and agreements contained herein and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nParties agree as follows:\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\n        As used herein (including any Exhibits attached hereto), the following\nterms shall have the meanings indicated:\n\n        'Best of Seller's Knowledge' means the actual knowledge of the officers\nof Seller, without any independent investigation or inquiry,.\n\n        'Bill of Sale' means a bill or bills of sale in the form attached as\nExhibit B hereto, and sufficient to transfer to Purchaser all of the items set\nforth therein.\n\n        'Business Agreement' means any management agreement, service contract,\neasement, covenant, restriction or other agreement relating to the operation or\nmaintenance of the Property.\n\n        'Business Day(s)' means calendar days other than Saturdays, Sundays and\nlegal holidays.\n\n        'Certificate of Non-Foreign Status' means a certificate dated as of the\nClosing Date, addressed to Purchaser and duly executed by Seller, in the form of\nExhibit C attached hereto.\n\n        'Claim' means any obligation, liability, lien, encumbrance, loss,\ndamage, cost, expense or claim, including, without limitation, any claim for\ndamage to property or injury to or death of any person or persons.\n\n        'Closing' means the consummation of the sale and purchase provided for\nherein, to be held at the offices of Sirote &amp; Permutt, P.C., 2222 Arlington\nAvenue South, Birmingham, Alabama or such other place as the Parties may\nmutually agree.\n\n        'Closing Certificate' means a certificate in the form of Exhibit D\nwherein Seller shall represent that the representations and warranties of Seller\ncontained in this Agreement are true and correct as of the Closing Date as if\nmade on and as of the Closing Date, except with respect to those matters that\nmay be disclosed in writing to and accepted by Purchaser prior to the Closing\nDate.\n\n        'Closing Date' means the closing date contemplated by the Escrow\nAgreement but no later than June 30, 1994 unless otherwise agreed upon by the\nParties.\n\n        'Deed' means a special (limited) warranty deed substantially in the form\nof Exhibit E attached hereto (as the same may be modified to comply with local\nlaw and custom), executed by Seller, as grantor, in favor of Purchaser, as\ngrantee, conveying the Land and Improvements to Purchaser, subject only to the\nPermitted Exceptions.\n\n        'Disclosure Schedule' has the meaning set forth in Section 6.1(p).\n\n        'Due Diligence Materials' means the information to be provided by Seller\nto Purchaser pursuant to the provisions of Section 4.1 hereof.\n\n        'Effective Date' means the later of the two dates on which this\nAgreement is signed and all changes initialed by Seller and Purchaser, as\nindicated by their signatures below; provided that in the event only one Party\ndates its signature, then the date of its signature shall be the Effective Date.\n\n        'Engineering Documents' means all site plans, surveys, soil and\nsubstrata studies, architectural drawings, plans and specifications, engineering\nplans and studies, floor plans, landscape plans, and other plans and studies\nthat relate to the Land, the Improvements or the Fixtures and are in Seller's\npossession or control.\n\n        'Escrow Agreement' has the meaning set forth in Section 8.1 hereof.\n\n        'Exception Documents' means true, correct and legible copies of each\ndocument listed as an exception to title on the Title Commitment.\n\n\n                                       2\n\n        'Fixtures' means all permanently affixed equipment, machinery, fixtures,\nand other items of real and\/or personal property, including all components\nthereof, now and hereafter located in, on or used in connection with, and\npermanently affixed to or incorporated into the Improvements, including, without\nlimitation, all furnaces, boilers, heaters, electrical equipment, heating,\nplumbing, lighting, ventilating, refrigerating, incineration, air and water\npollution control, waste disposal, air-cooling and air-conditioning systems and\napparatus, sprinkler systems and fire and theft protection equipment, and\nbuilt-in vacuum, cable transmission, oxygen and similar systems, all of which,\nto the greatest extent permitted by law, are hereby deemed by the Parties hereto\nto constitute real estate, together with all replacements, modifications,\nalterations and additions thereto, but specifically excluding any and all\nequipment, personalty and trade fixtures (including medical equipment, whether\naffixed or not) which is used by Sublessee in operating the ambulatory surgery\ncenter located on the Property.\n\n        'Hazardous Materials' means any substance, including without limitation,\nasbestos or any substance containing asbestos and deemed hazardous under any\nHazardous Materials Law, the group of organic compounds known as polychlorinated\nbiphenyls, flammable explosives, radioactive materials, medical waste, chemicals\nknown to cause cancer or reproductive toxicity, pollutants, effluents,\ncontaminants, emissions or related materials and items included in the\ndefinition of hazardous or toxic wastes, materials or substances under any\nHazardous Materials Law.\n\n        'Hazardous Materials Law' means any law, regulation or ordinance\nrelating to environmental conditions, medical waste and industrial hygiene,\nincluding, without limitation, the Resource Conservation and Recovery Act of\n1976 ('RCRA'), the Comprehensive Environmental Response, Compensation and\nLiability Act of 1980 ('CERCLA'), as amended by the Superfund Amendments and\nReauthorization Act of 1986 ('SARA'), the Hazardous Materials Transportation\nAct, the Federal Water Pollution Control Act, the Clean Air Act, the Clean Water\nAct, the Toxic Substances Control Act, the Safe Drinking Water Act, and all\nsimilar federal, state and local environmental statutes, ordinances and the\nregulations, orders, or decrees now or hereafter promulgated thereunder.\n\n        'Independent Consideration' means the sum of $100.00.\n\n        'Improvements' means all buildings, improvements, structures and\nFixtures now or on the Closing Date located on the Land, including, without\nlimitation, landscaping, parking lots and structures, roads, drainage and all\nabove ground and underground utility structures, equipment systems and other\nso-called 'infrastructure' improvements, but specifically excluding any and all\nequipment, personalty and trade fixtures (including\n\n\n                                       3\n\nmedical equipment, whether affixed or not) which is used by Sublessee in\noperating the ambulatory surgery center located on the Property.\n\n        'Intangible Property' means all intangible property or any interest\ntherein now or on the Closing Date owned or held by Seller in connection with\nthe Land, the Improvements or the Fixtures, including all leases, contract\nrights, agreements, trade names, water rights and reservations, zoning rights,\nbusiness licenses and warranties (including those relating to construction or\nfabrication) related to the Land, the Improvements or the Fixtures, or any part\nthereof, provided 'Intangible Property' shall not include the general corporate\ntrademarks, service marks, logos or insignia of Seller.\n\n        'IPO' has the meaning set forth in Section 7.1(j) hereof.\n\n        'Land' means the real property more particularly described on Exhibit A\nattached hereto and made a part hereof, together with all covenants, licenses,\nprivileges and benefits thereto belonging, and any easements, rights-of-way,\nrights of ingress or egress or other interests of Seller in, on, or to any land,\nhighway, street, road or avenue, open or proposed, in, on, across, in front of,\nabutting or adjoining such real property including, without limitation, any\nstrips and gores adjacent to or lying between such real property and any\nadjacent real property.\n\n        'Laws' means all federal, state and local laws, moratoria, initiatives,\nreferenda, ordinances, rules, regulations, standards, orders and other\ngovernmental requirements, including, without limitation, those relating to the\nenvironment, health and safety, disabled or handicapped persons.\n\n        'Lease' means a lease agreement in the form set forth on Exhibit G\nattached hereto and made a part hereof, which shall be executed and delivered by\nSeller and Purchaser at the Closing, and pursuant to the terms of which\nPurchaser shall lease the Property to Seller following the Closing.\n\n        'Lease Assignment' means an Assignment of Rents and Leases substantially\nin the form attached hereto as Exhibit H, to be executed by Purchaser and Seller\nat the Closing, pursuant to the terms of which Seller shall assign to Purchaser\nall of its right, title and interest in and to the Sublease.\n\n        'Party' or 'Parties' have the meanings set forth in the preamble to this\nAgreement.\n\n        'Permits' means all permits, licenses, approvals, entitlements,\nnotifications, determinations and other governmental and quasi-governmental\nauthorizations including, without limitation, certificates of occupancy or need,\nrequired in connection with the\n\n\n                                      4\n\nownership, planning, development, construction, use, operation or maintenance\nof the Property by Seller. As used herein, 'quasi- governmental' shall include\nthe providers of all utilities services to the Property.\n\n        'Permitted Exceptions' means those title exceptions or defects which are\napproved in writing by Purchaser pursuant to Article V of this Agreement.\n\n        'Property' means, collectively, the Land and all rights, titles, and\nappurtenant interests, the Improvements, the Fixtures, the Intangible Property,\nthe Warranties, the Business Agreements and the Engineering Documents. As used\nin the foregoing, 'appurtenant interests' shall mean those interests which pass\nby operation of law with the conveyance of the fee simple estate in the Land and\nImprovements.\n\n        'Purchase Price' means an amount equal to $910,000.00.\n\n        'Real Property' means the Land, the Improvements and the Fixtures.\n\n        'Review Period' has the meaning set forth in Section 5.2.\n\n        'Search Reports' means the initial reports of searches made of the\nUniform Commercial Code Records of the County in which the Property is located,\nand of the office of the Secretary of State of the State in which the Property\nis located, which searches shall reflect that none of the Property is encumbered\nby liens, except any such liens that secure debts that will be paid in full by\nSeller at or prior to Closing. The Search Reports shall be updated, at Seller's\nexpense, at or within one week prior to Closing.\n\n        'Sublease' means a sublease agreement in the form attached hereto as\nExhibit I attached hereto and made a part hereof, which shall be executed and\ndelivered by Seller as sublessor and Sublessee at the Closing, and pursuant to\nthe terms of which Seller shall sublease the Property to Sublessee following the\nClosing.\n\n        'Sublessee' means North Shore Surgicenter, L.P., an affiliate of Seller.\n\n        'Survey' means a current 'as-built' ALTA survey, certified to ALTA\nrequirements, which shall: (a) include a legal description of the Land by metes\nand bounds (which shall include a reference to the recorded plat, if any), and a\ncomputation of the area comprising the Land in both acre, gross square feet and\nnet square feet (to the nearest one-hundredth of said respective measurement);\n(b) accurately (upon Seller's belief, without inquiry) show the location on the\nLand of all improvements, building and set-back lines, fences, evidence of\nabandoned fences, ponds, creeks, streams, rivers, officially designated 100-year\nflood plains and flood prone areas, canals, ditches, easements, roads,\nrights-of-way and encroachments; (c) be certified to the Purchaser, the Title\nCompany,\n\n\n                                      5\n\nand any third-party lender designated by Purchaser; (d) legibly identify any\nand all recorded matters shown on the Title Commitment or on said survey by\nappropriate volume and page recording references and the survey shall show the\nlocation of all adjoining streets; and (e) be satisfactory to the Title Company\nso as to permit it to amend the standard exception for area and boundaries in\nthe Title Policy.\n\n        'Termination Date' means June 30, 1994.\n\n        'Title Commitment' means a current commitment issued by the Title\nCompany to the Purchaser pursuant to the terms of which the Title Company shall\ncommit to issue the Title Policy to Purchaser in accordance with the provisions\nof this Agreement, and reflecting all matters which would be listed as\nexceptions to coverage on the Title Policy.\n\n        'Title Company' means First American Title Insurance Company, whose\naddress is 6065 Roswell Road, N.E., Suite 120, Atlanta, Georgia 30328-4011,\nAttention: Mr. Rob Reeder.\n\n        'Title Policy' means an ALTA Extended Coverage Owner's Policy of Title\nInsurance (1970 Form B - 1990 revision), together with such endorsements thereto\nas are reasonably and customarily required by institutional purchasers of real\nproperty similar to the Property, with liability in the amount of the Purchase\nPrice, dated as of the Closing Date, issued by the Title Company, insuring title\nto the fee interest in the Real Property in Purchaser, subject only to the\nPermitted Exceptions and to the standard printed exceptions included in the ALTA\nstandard form owner's extended coverage policy of title insurance, with the\nfollowing modifications: (a) the exception for areas and boundaries shall be\ndeleted; (b) the exception for ad valorem taxes shall reflect only taxes for the\ncurrent and subsequent years; (c) any exception as to parties in possession\nshall be limited to the rights of Sublessee under the Sublease; (d) there shall\nbe no general exception for visible and apparent easements or roads and highways\nor similar items (with any exception for visible and apparent easements or roads\nand highways or similar items to be specifically referenced to and shown on the\nSurvey and also identified by applicable recording information, if any); and (d)\nall other exceptions shall be modified or endorsed in a manner reasonably\nacceptable to Purchaser.\n\n        'Warranties' means all warranties, representations and guaranties with\nrespect to the Property, whether express or implied, which Seller now holds or\nunder which Seller is the beneficiary.\n\n\n                                      6\n\n                                   ARTICLE II\n                     AGREEMENTS TO SELL, PURCHASE AND LEASE\n\n        2.1      AGREEMENT TO SELL AND PURCHASE.  On the Closing Date and\nsubject to performance by the Parties of the terms and provisions of this\nAgreement, Seller shall sell, convey, assign, transfer and deliver to Purchaser\nand Purchaser shall purchase, acquire and accept from Seller, the Property, for\nthe Purchase Price and subject to the terms and conditions of this Agreement. To\nthe extent permitted or required by law, Seller shall assign to Purchaser all of\nSeller's right, title and interest in and to the Permits.\n\n        2.2      AGREEMENT TO LEASE.  On the Closing Date, and subject to\nperformance by the Parties of the terms and provisions of this Agreement,\nPurchaser shall lease to Seller and Seller shall lease from Purchaser, the\nProperty at the rental and upon the terms and conditions set forth in the Lease.\n\n        2.3      AGREEMENT TO SUBLEASE.  On the Closing Date, and subject to\nperformance by the Parties of the terms and provisions of this Agreement, Seller\nshall sublease to Sublessee and Sublessee shall sublease from Seller, the\nProperty at the rental and upon the terms and conditions set forth in the\nSublease.\n\n                                  ARTICLE III\n                                 PURCHASE PRICE\n\n        3.1      PAYMENT OF PURCHASE PRICE.  The Purchase Price shall be paid by\nPurchaser delivering to the Title Company at the Closing a wire transfer or\nother immediately available funds payable to the order of the Title Company in\nthe amount of the Purchase Price, subject to adjustment as provided in Article\nIX hereof.\n\n        3.2      INDEPENDENT CONSIDERATION.  Within three Business Days\nfollowing the Effective Date, Purchaser shall deliver to the Seller, the\nIndependent Consideration, as independent consideration for the right granted by\nSeller to Purchaser to examine the Due Diligence Materials and the Property\nduring the Review Period, and based upon such consideration and the mutual\ncovenants of Seller and Purchaser contained herein, Seller hereby agrees that\nany such right granted Purchaser is irrevocable and Seller shall not terminate\nthis Agreement prior to the end of the Review Period without the prior written\nconsent of Purchaser, except as may be expressly provided for herein.\n\n\n                                      7\n\n                                   ARTICLE IV\n                  ITEMS TO BE FURNISHED TO PURCHASER BY SELLER\n\n        4.1      DUE DILIGENCE MATERIALS.  Within 15 days after the Effective\nDate, Seller shall deliver to Purchaser or make available to Purchaser at the\nProperty for its review the following items:\n\n        (a)      True, correct, complete and legible copies of all Business\nAgreements, Warranties, Permits, and Engineering Documents which Seller has in\nits possession;\n\n        (b)      True, correct, complete and legible copies of the following\nitems:\n\n                 (i)     tax statements or assessments for all real estate and \n        personal property taxes assessed against the Property for the current \n        and the prior two calendar years;\n\n                 (ii)    all existing fire and extended coverage insurance \n        policies and any other insurance policies pertaining to the Property;\n\n                 (iii)   all instruments evidencing, governing or securing the \n        payment of any loans secured by the Property or related thereto, except \n        with respect to any loans that will be paid in full at or prior to \n        Closing;\n\n                 (iv)    all environmental studies or impact reports relating \n        to the Property and in possession or control of Seller, if any, and any \n        approvals, conditions, orders or declarations issued by any \n        governmental authority relating thereto (such studies and reports shall \n        include, but not be limited to, reports indicating whether the Property \n        is or has been contaminated by Hazardous Materials) and of which Seller\n        is aware; and\n\n                 (v)     all litigation files with respect to any pending \n        litigation and claim files for any claims made or threatened, the \n        outcome of which might have a material adverse effect on the Property \n        or the use and operation of the Property.\n\n        4.2      DUE DILIGENCE REVIEW.  During the Review Period Purchaser shall\nbe entitled to review the Due Diligence Materials delivered or made available by\nSeller to Purchaser pursuant to the provisions of Section 4.1 above.  If\nPurchaser shall, for any reason in Purchaser's sole discretion, disapprove or be\ndissatisfied with any aspect of such information, or the Property, then\nPurchaser shall be entitled to terminate this Agreement by giving written notice\nthereof to Seller on or before the expiration of the Review Period, whereupon\nthis Agreement shall automatically be rendered null and void, all moneys which\nhave been delivered by Purchaser to Seller or the Title Company (other than the\n\n\n                                      8\n\nIndependent Consideration) shall be immediately returned to Purchaser and\nthereafter neither Party shall have any further obligations or liabilities to\nthe other hereunder.  Alternatively, Purchaser may give written notice setting\nforth any defect, deficiency or encumbrance and specify a time within which\nSeller may in its sole discretion elect to (but shall have no obligation\nwhatsoever to do so) remedy or cure such matter (before or after the expiration\nof the Review Period). If any defect, deficiency or encumbrance, so noticed, is\nnot satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole\ndiscretion, within the time period specified in such written notice, this\nAgreement shall automatically terminate as provided in this section.  If no\nsuch notice is timely given, then Purchaser shall be deemed to have waived its\nright to so terminate.  Also, Purchaser shall treat the Due Diligence Materials\nas confidential and shall use them solely for the purpose of evaluating the\nProperty.  If this Agreement is terminated pursuant to the provisions of this\nSection, Purchaser shall promptly redeliver to Seller all Due Diligence\nMaterials and shall not retain any copies, extracts or other reproductions in\nwhole or in part of the Due Diligence Materials and Purchaser shall also\nreimburse Seller for one-half of the actual out-of-pocket costs and expenses\nincurred by Seller to deliver the Due Diligence Materials and the items\nrequired by Section 5.1 to Purchaser, including one-half of Seller's\nreasonable, actual attorney's fees.  Purchaser shall reimburse Seller for the\nrequired amount within ten business days following Seller's delivery to\nPurchaser of an invoice for the costs incurred.\n\n                                   ARTICLE V\n                                TITLE AND SURVEY\n\n        5.1      TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY. Within 15\ndays after the Effective Date, Seller shall deliver or cause to be delivered to\nPurchaser, the Title Commitment, Exception Documents, Survey, and Search\nReports.\n\n        5.2      REVIEW PERIOD.  Purchaser shall have the right to review the\nTitle Commitment, Exception Documents, Search Reports and Survey for a period of\n45 days from the Effective Date of this Agreement ('Review Period'); provided,\nhowever, that if Purchaser notifies Seller on or before the expiration of 15\ndays after the Effective Date that Seller has not delivered to Purchaser all of\nthe Due Diligence Materials or all of the items required by Section 5.1 and\nshall specify which items are missing, the Review Period shall be extended on a\nday-for-day basis until Seller delivers to Purchaser the specified, missing Due\nDiligence Materials or the specified, missing items described in Section 5.1\nabove. In the event any matters appear therein that are unacceptable to\nPurchaser, Purchaser shall, within the Review Period notify Seller in writing of\nsuch fact. Upon the expiration of said Review Period, Purchaser shall be deemed\nto have accepted all exceptions to title referenced in the Title Commitment and\nall matters shown on the Survey except for matters which are the subject of a\nnotification made under the preceding sentence, and such accepted exceptions\nshall be included in the term 'Permitted\n\n\n                                      9\n\nExceptions' as used herein; provided that in no event shall any of the items\nlisted on Schedule B-1 or C of the Title Commitment constitute Permitted\nExceptions for purposes hereof.  In the event that Purchaser objects to any\nsuch matters within the Review Period, Seller shall have 30 days from receipt\nof such notice within which to in its sole discretion elect to (but shall have\nno obligation whatsoever to do so) eliminate or modify any such unacceptable\nexceptions or items. In the event that Seller is unable or unwilling to\neliminate or modify such unacceptable items to the satisfaction of Purchaser on\nor before the expiration of said 30-day period, Purchaser may either (a) waive\nsuch objections and accept title to the Property subject to such unacceptable\nitems (which items shall then be deemed to constitute part of the 'Permitted\nExceptions'), or (b) terminate this Agreement by written notice to Seller,\nwhereupon this Agreement shall automatically be rendered null and void, all\nmoneys which have been delivered by Purchaser to Seller or the Title Company\n(other than the Independent Consideration) shall be immediately returned to\nPurchaser, and thereafter neither Party shall have any further obligations or\nliabilities to the other hereunder, except for Purchaser's obligation to pay\none-half of Seller's expenses as set forth in Section 4.2.\n\n        5.3      ADDITIONAL EXCEPTIONS.  In the event that at any time the Title\nCommitment, Exception Documents, Survey or Search Reports are modified in any\nmaterial respect that is adverse to Purchaser (other than the deletion or\nelimination of any item as to which Purchaser has made an objection or any\naddition or modification which is made at the request of Purchaser), Purchaser\nshall have the right to review and approve or disapprove any such modification\nand to terminate this Agreement in the event that Seller is unable or unwilling\nto eliminate any such matters to the satisfaction of Purchaser in accordance\nwith the provisions of Section 5.2 above, except that Purchaser's Review Period\nas to such additional items shall be for a period expiring on the date that is\nthe earlier to occur of (a) 15 days following the date of Purchaser's receipt of\nsuch modification, and (b) the Closing Date, and all other time periods referred\nto in Section 5.2 shall expire on the date that is the earlier of (i) the final\nday of the specified time period as set forth therein, and (ii) the Closing\nDate.\n\n                                   ARTICLE VI\n             REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS\n\n        6.1      REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce Purchaser\nto enter into this Agreement and to purchase the Property, Seller represents and\nwarrants to Purchaser, to the Best of Seller's Knowledge, as follows:\n\n        (a)      Seller has and at the Closing Seller will convey, transfer and\nassign to Purchaser, title to the Property, subject to the Permitted Exceptions.\n\n\n                                      10\n\n        (b)      Seller has duly and validly authorized and executed this\nAgreement, and has right, title, power and authority to enter into this\nAgreement and, at Closing, to consummate the actions provided for herein. The\nexecution by Seller of this Agreement and the consummation by Seller of the\ntransactions contemplated hereby do not, and at the Closing will not result in a\nbreach of any of the terms or provisions of, or constitute a default or a\ncondition which upon notice or lapse of time or both would ripen into a default\nunder any indenture, agreement, instrument or obligation to which Seller is a\nparty or by which the Property or any portion thereof is bound; and does not and\nat the Closing will not, constitute a violation of any order, rule or regulation\napplicable to Seller or any portion of the Property of any court or of any\nfederal or state or municipal regulatory body or administrative agency or other\ngovernmental body having jurisdiction over Seller or any portion of the\nProperty.\n\n        (c)      Without the benefit of any estoppel certificates from any third\nparties, there are no adverse or other parties in possession of the Property or\nof any part thereof except the Seller.  No party has been granted any license,\nlease or other right relating to the use or possession of the Property by\nSeller.\n\n        (d)      No notice has been received by Seller and Seller is not aware\nof any person having received notice from any insurance company that has issued\na policy with respect to any portion of the Property or from any board of fire\nunderwriters (or other body exercising similar functions), claiming any defects\nor deficiencies or requiring the performance of any repairs, replacements,\nalterations or other work.  No notice has been received by Seller from any\nissuing insurance company that any of such policies will not be renewed, or will\nbe renewed only at a higher premium rate than is presently payable therefor,\nexcept as disclosed to and accepted by Purchaser in writing.\n\n        (e)      No pending condemnation, eminent domain, assessment or similar\nproceeding or charge affecting the Property or any portion thereof exists.\n\n        (f)      All of the Improvements (including all utilities) have been\nsubstantially completed and installed and are being used in all material\nrespects in accordance with all applicable Laws, including the plans and\nspecifications approved by the governmental authorities having jurisdiction to\nthe extent applicable.  Permanent certificates of occupancy, all licenses,\npermits, authorizations and approvals required by all governmental authorities\nhaving jurisdiction, and the requisite certificates of the local board of fire\nunderwriters (or other body, exercising similar functions) have been issued for\nthe Improvements, all of the same will be in full force and effect. The\nImprovements, as designed and constructed, comply with all statutes,\nrestrictions, regulations and ordinances applicable thereto.\n\n\n                                      11\n\n\n        (g)      The existing water, sewer, gas and electricity lines, storm\nsewer and other utility systems on the Land are adequate to serve the utility\nneeds of the Property.  All of said utilities are installed and operating, all\ninstallation and connection charges have been paid in full, and the right to the\nreturn of any deposit or contribution in connection therewith shall inure to\nPurchaser.\n\n        (h)      There are no material structural defects in any of the\nbuildings or other Improvements constituting the Property.  The Improvements,\nall heating, electrical, plumbing and drainage at, or servicing, the Property\nand all facilities and equipment relating thereto are in good condition and\nworking order and adequate in quantity and quality for the normal operation of\nthe Property. No part of the Property has been destroyed or damaged by fire or\nother casualty. There are no unsatisfied requests for repairs, restorations or\nalterations with regard to the Property from any person, entity or authority,\nlender, insurance provider or governmental authority.\n\n        (i)      No work has been performed or is in progress at the Property,\nand no materials will have been delivered to the Property that might reasonably\nbe expected to provide the basis for a mechanic's, materialmen's or other lien\nagainst the Property or any portion thereof.\n\n        (j)      There will exist no service contracts, management or other\nagreements applicable to the Property other than the Business Agreements\nfurnished to Purchaser pursuant to Section 4.1.  There are no agreements or\nunderstandings (whether oral or written) with respect to the Property or any\nportion thereof, to which Seller is a party, other than those delivered to\nPurchaser pursuant to Section 4.1\n\n        (k)      No default or breach by Seller exists under any of the Business\nAgreements, or any of the covenants, conditions, restrictions, rights-of-way or\neasements affecting the Property or any portion thereof.\n\n        (l)      There are no actions, suits or proceedings pending or\nthreatened against or affecting the Property or any portion thereof or relating\nto or arising out of the ownership, or by any federal, state, county or\nmunicipal department, commission, board, bureau or agency or other governmental\ninstrumentality, other than those disclosed to Purchaser pursuant to Section\n4.1.  All judicial proceedings concerning the Property will be finally dismissed\nand terminated prior to Closing.\n\n        (m)      No fact or condition exists which would result in the\ntermination of the current access from the Property to any presently existing\npublic highways and\/or roads adjoining or situated on the Property.\n\n\n                                      12\n\n        (n)      There are no attachments, executions, assignments for the\nbenefit of creditors, or voluntary or involuntary proceedings in bankruptcy or\nunder any other debtor relief laws contemplated by or pending or, threatened\nagainst Seller or the Property.\n\n        (o)      Other than with respect to activities in connection with or\nconditions arising strictly from customary and ordinary use, or maintenance of\nthe Property by Seller in full compliance with any or all Hazardous Materials\nLaw, and except as disclosed in any environmental studies or reports delivered\nby Seller to Purchaser pursuant to Section 4.1 of this Agreement, Seller is\nunaware of (i) any Hazardous Materials installed, used, generated, manufactured,\ntreated, handled, refined, produced, processed, stored or disposed of, or\notherwise on or under the Property; (ii) any activity being undertaken on the\nProperty which could cause (a) the Property to become a hazardous waste\ntreatment, storage or disposal facility within the meaning of, or otherwise\ncause a violation of any Hazardous Materials Law, (b) a release or threatened\nrelease of Hazardous Materials from the Property within the meaning of, or\notherwise cause a violation of any Hazardous Materials Law or (c) the discharge\nof Hazardous Materials into any watercourse, body of surface or subsurface water\nor wetland, or the discharge into the atmosphere of any Hazardous Materials\nwhich would require a permit under any Hazardous Materials Law; (iii) any\nactivity undertaken with respect to the Property which would cause a violation\nor support a claim under any Hazardous Materials Law; (iv) any investigation,\nadministrative order, litigation or settlement with respect to any Hazardous\nMaterials, being threatened or in existence with respect to the Property; (v)\nany notice being served on Seller from any entity, governmental body or\nindividual claiming any violation of any Hazardous Materials Law, or demanding\npayment or contribution for the environmental damage or injury to natural\nresources.  Seller has not obtained and is not required to obtain, and Seller\nhas no knowledge of any reason Purchaser will be required to obtain, any\npermits, licenses, or similar authorizations to occupy, operate or use the\nImprovements or any part of the Property by reason of any Hazardous Materials\nLaw.\n\n        (p)      The Purchase Price is being allocated to the Real Property and\nthe portion of the Property which is considered to be personal property as set\nforth on Exhibit J attached hereto.\n\n        (q)      All documents and information delivered by Seller to Purchaser\npursuant to the provisions of this Agreement are true, correct and complete as\nof the date hereof and will be correct and complete as of the Closing Date,\nexcept as set forth in this Agreement and in the disclosure schedule\naccompanying this Agreement and initialled by the Parties (the 'Disclosure\nSchedule').  The Disclosure Schedule will be arranged in paragraphs\ncorresponding to the lettered paragraphs in this Section 6.1 and Section 6.3.\nFrom time to time after the execution of this Agreement until the Closing,\nSeller shall deliver to Purchaser one or more supplemental schedules setting\nforth all changes in the schedules, and in previously delivered supplemental\nschedules, if any, and in any of the\n\n\n                                      13\n\nrepresentations and warranties made herein whether or not previously modified\nby a schedule, arising out of matters discovered or occurring prior to the\nClosing.  Purchaser and its counsel shall have 30 days to object in writing to\nany material information in any supplemental schedule; failure by Purchaser to\nnotify Seller within such 30-day period of any objection to information\nprovided in the supplemental schedule prior to the Closing shall be deemed to\nbe approval thereof.\n\n        6.2      INDEMNITY OF SELLER.  Subject to the provisions provided\nhereafter limiting the liability of Seller, Seller hereby agrees to indemnify\nand defend, at its sole cost and expense, and hold Purchaser, its successors and\nassigns, harmless from and against and to reimburse Purchaser with respect to\nany and all claims, demands, actions, causes of action, losses, damages,\nliabilities, costs and expenses (including, without limitation, reasonable\nattorneys' fees and court costs) of any and every kind or character, known or\nunknown, fixed or contingent, asserted against or incurred by Purchaser at any\ntime and from time to time by reason of or arising out of the breach of any\nrepresentation or warranty of Seller set forth in Section 6.1 of this \nAgreement.  This obligation of indemnity shall remain in effect only for one \nyear from the Closing Date; provided that such obligation shall be without \nlimitation with respect to the violation on or before the Closing Date by \nSeller of any Hazardous Material Law.  The provisions of this Section 6.2 shall \nsurvive the Closing of the transaction contemplated by this Agreement for one \nyear from the Closing Date for the benefit of Purchaser, its successors and \nassigns. However, notwithstanding any provision of this Agreement to the \ncontrary, Purchaser may exercise any right or remedy Purchaser may have at law \nor in equity should Seller fail to meet, comply with or perform its indemnity \nobligations required by this Section 6.2.\n\n        6.3      COVENANTS OF SELLER.  Seller covenants and agrees with\nPurchaser, from the Effective Date until the Closing or earlier termination of\nthis Agreement:\n\n        (a)      Upon reasonable notice as to time by Purchaser to Seller,\nPurchaser shall be entitled to make all inspections or investigations desired by\nPurchaser with respect to the Property or any portion thereof, and, subject to\nany security requirements, shall have complete physical access to the Property,\nwhich access by Purchaser shall not interfere with the Lessee's or Sublessee's\nuse and enjoyment of the Property. Seller shall have the right to have one or\nmore representatives present at any such inspection or investigation. Purchaser\nagrees to (i) repair any damages to the Property resulting from its inspection,\n(ii) prevent any liens from being filed against the Property resulting from such\ninspections, and (iii) indemnify Seller from any and all Claims by Purchaser\narising out of such inspections.\n\n        (b)      Seller shall cause to be maintained in full force fire and\nextended coverage insurance upon the Property and public liability insurance\nwith respect to damage or injury\n\n\n                                      14\n\nto persons or property occurring on or relating to operation of the Property in\nsubstantially the amounts as are maintained by Seller on the date of this\nAgreement.\n\n        (c)      Seller shall pay when due all bills and expenses of the\nProperty. Seller shall not voluntarily enter into or assume any new contracts or\nobligations with regard to the Property which are in addition to or different\nfrom those furnished and disclosed to Purchaser and reviewed and approved\npursuant to Section 4.1 other than any which may be terminated upon not more\nthan 30 days prior notice or any providing for a term of 12 months or less and\nan annual payment of not more than $10,000.00.\n\n        (d)      Seller shall not create or voluntarily permit to be created any\nliens, easements or other encumbrances affecting any portion of the Property or\nthe uses thereof without the prior written consent of Purchaser.\n\n        (e)      Seller will pay, as and when due, all interest and principal\nand all other charges payable under any indebtedness secured by the Property of\nSeller from the date hereof until Closing and will not knowingly suffer or\npermit any material default or amend or modify the documents evidencing or\nsecuring any such indebtedness of Seller to institutional lenders without the\nprior consent of Purchaser.\n\n        (f)      Seller will: (i) give to Purchaser, its attorneys, accountants\nand other representatives, during normal business hours and as often as may be\nrequested, full access to the Property and to all books, records and files (but\nexcluding information which may be protected by the attorney-client privilege)\nrelating to the Property; (ii) furnish to Purchaser all information concerning\nthe Property which the Purchaser, its attorneys, accountants or other\nrepresentatives will reasonably request; and (iii) cooperate with Purchaser in\nthe conducting of such audit to the extent that it does not materially interfere\nwith Seller's business or require any substantial out-of-pocket expense and will\ndeliver to the accountants conducting such audit such information known to\nSeller as may be reasonably required addressing, among other things, any\nirregularities or undisclosed claims or liabilities that could have a material\neffect on the results of the audit. Any information furnished to Purchaser\nhereunder shall be subject to the confidentiality provisions contained in\nSection 4.2.\n\n        6.4      REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER. \nPurchaser represents and warrants to Seller that:\n\n        (a)      Purchaser has duly and validly authorized and executed this\nAgreement, and has full right, power and authority to enter into this Agreement\nand to consummate the actions provided for herein, and the joinder of no person\nor entity will be necessary to purchase the Property from Seller at Closing, and\nto lease the Property to Seller following Closing.\n\n\n                                      15\n\n        (b)      The execution by Purchaser of this Agreement and the\nconsummation by Purchaser of the transactions contemplated herein do not, and at\nthe Closing will not, result in any breach of any of the terms or provisions of\nor constitute a default or a condition which upon notice or lapse of time or\nboth would ripen into a default under any indenture, agreement, instrument or\nobligation to which Purchaser is a party; and does not constitute a violation of\nany order, rule or regulation applicable to Purchaser or any portion of the\nProperty of any court or of any federal or state or municipal regulatory body or\nadministrative agency or other governmental body having jurisdiction over\nPurchaser.\n\n        (c)      Purchaser shall have made its own investigation regarding the\nphysical condition of the Property and all other relevant matters concerning the\ncondition or status of the Property, including, without limitation, anticipated\nfuture Property performance, revenues, profits and expenses and shall not rely\non any performance, revenue, profit or expense projections, forecasts or\npredictions relating to the Property or any statements or representations\nconcerning the Property made by Seller (except for the representations and\nwarranties expressly set forth in Section 6.1 above) provided by or on behalf of\nSeller; provided that the foregoing provision shall in no way lessen or diminish\nthe obligation of Seller to furnish true and correct copies of the Due Diligence\nMaterials to Purchaser as provided under Article IV hereof.\n\n        (d)      Purchaser shall indemnify and hold Seller harmless from and\nagainst any claims for any brokerage fee or commission, finder's fee or\nfinancial advisory fee arising from or related to the transactions contemplated\nby this Agreement and which is asserted by any person or entity claiming to have\nacted as agent or a representative of Purchaser.\n\n        (e)      All documents and information delivered by Purchaser to Seller\npursuant to the provisions of this Agreement are true, correct and complete as\nof the date hereof and will be correct and complete as of the Closing Date,\nexcept as set forth in this Agreement and in the Disclosure Schedule.  From time\nto time after the execution of this Agreement until the Closing, Purchaser shall\ndeliver to Seller one or more supplemental schedules setting forth all changes\nin the schedules, and in previously delivered supplemental schedules, if any,\nand in any of the representations and warranties made herein whether or not\npreviously modified by a schedule, arising out of matters discovered or\noccurring prior to the Closing.  Seller and its counsel shall have 30 days to\nobject in writing to any material information in any supplemental schedule;\nfailure by Seller to notify Purchaser within such 30-day period of any objection\nto information provided in the supplemental schedule prior to the Closing shall\nbe deemed to be approval thereof.\n\n\n                                      16\n\n        (f)      Immediately upon the conveyance of the Property by Seller to\nPurchaser, Purchaser shall lease the Property to Seller by executing and\ndelivering to Seller the Lease in a form identical to that attached hereto as\nExhibit G.\n\n        (g)      Purchaser shall not, so long as the Lease remains in full force\nand effect, enter into any agreement, grant any easement or otherwise encumber\nthe Property without the consent of Seller, except as expressly permitted by the\nLease.\n\n                                  ARTICLE VII\n            CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS\n        \n        7.1      CONDITIONS TO THE PURCHASER'S OBLIGATIONS.  The obligations of\nPurchaser to purchase the Property from Seller and to consummate the\ntransactions contemplated by this Agreement are subject to the satisfaction, as\nof the Closing, of each of the following conditions:\n\n        (a)      All of the representations and warranties of Seller set forth\nin this Agreement shall be true as of the Closing in all material respects\nexcept for changes expressly permitted or contemplated by the terms of this\nAgreement.\n\n        (b)      Seller shall execute and deliver to Purchaser all documents\nreasonably necessary to convey the Property to Purchaser in accordance with the\nterms of this Agreement.\n\n        (c)      Seller shall not be in receivership or dissolution proceedings\nor shall not have made any assignment for the benefit of creditors, or admitted\nin writing its inability to pay its debts as they mature, or shall not have been\nadjudicated as bankrupt, or shall not have filed a petition in voluntary\nbankruptcy, a petition or answer seeking reorganization or an arrangement with\ncreditors under the federal bankruptcy law or any other similar law or statute\nof the United States or any state and no such petition shall have been filed\nagainst it which is not removed within 60 days of the date it is filed.\n\n        (d)      No material or substantial change shall have occurred with\nrespect to the condition, financial or otherwise, of the Property or the Seller.\n\n        (e)      Neither the Property nor any material part thereof or interest\ntherein shall have been taken by execution or other process of law in any action\nprior to Closing.\n\n        (f)      Purchaser shall have received, in form acceptable to Purchaser,\nevidence of compliance by the Property with all Permits required as of the\nClosing Date hereof and such other Permits as may be necessary or appropriate\nfor the operation of the Property\n\n\n                                      17\n\nfor the current and intended use and for the transactions contemplated by this\nAgreement and the Lease.\n\n        (g)      All necessary approvals, consents, estoppel certificates and\nthe like of third parties to the validity and effectiveness of the transactions\ncontemplated hereby shall have been obtained.\n\n        (h)      Purchaser shall have been successful in causing the formation\nof a real estate investment trust whose interests have been sold to the public\nand in connection therewith has raised capital in an amount not less than\n$100,000,000.00 (the 'IPO').\n\n        (i)      No portion of the Property shall have been destroyed by fire or\ncasualty.\n\n        (j)      No condemnation, eminent domain or similar proceedings shall\nhave been commenced or threatened with respect to any portion of the Property.\n\n        (k)      Seller shall have provided such representations, warranties and\nconsents in form and substance satisfactory to Seller as may be required by any\ngovernmental authority in connection with the IPO, including but not limited to\ninclusion of financial statements, financial information and other required\ninformation concerning Seller, or any affiliate in any United States Securities\nand Exchange Commission filings.\n\n        7.2      FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS.  In the event\nany one or more of the conditions to Purchaser's obligations are not satisfied\nin whole or in part as of the Closing, Purchaser, at Purchaser's option, shall\nbe entitled to: (a) terminate this Agreement by giving written notice thereto to\nSeller, whereupon all moneys which have been delivered by Purchaser to Seller or\nthe Title Company (other than the Independent Consideration) shall be\nimmediately refunded to Purchaser and neither Purchaser nor Seller shall have\nany further obligations or liabilities hereunder except if such condition is the\nfailure to close and fund the IPO for reasons other than a default hereunder by\nSeller, the Purchaser shall reimburse Seller for all third- party out of pocket\nexpenses incurred by Seller in connection with the performance of its\nobligations hereunder, including any reasonable actual attorney's fees incurred\nby Seller in connection with the preparation, negotiation and execution of this\nAgreement; (b) waive such failure of condition and proceed to Closing hereunder\nwithout any reduction whatsoever in the Purchase Price; or (c) pursue such other\nremedies as may be available to Purchaser pursuant to Section 10.1(b) hereof.\n\n        7.3      CONDITIONS TO SELLER'S OBLIGATIONS.  The obligations of Seller\nto sell the Property to Purchaser and to consummate the transactions\ncontemplated by this Agreement are subject to the satisfaction, as of the\nClosing Date, of each of the following conditions:\n\n\n                                      18\n\n        (a)      The representations and warranties of Purchaser contained\nherein shall be in all material respects true and accurate as of the Closing\nDate.\n\n        (b)      Purchaser shall execute and deliver to Seller all documents\nreasonably necessary to convey the Property to Purchaser in accordance with the\nterms of this Agreement.\n\n        (c)      No statute, rule, regulation, order, decree or injunction shall\nhave been enacted, entered, promulgated or enforced by any court of competent\njurisdiction or United States governmental authority which prohibits the\nconsummation of the transactions contemplated by this Agreement.\n\n        (d)      All action required to be taken by Purchaser to authorize the\nexecution, delivery, and performance of this Agreement and the other agreements\nor documents related hereto, and the consummation of the transactions\ncontemplated hereby, shall have been duly and validly taken.\n\n        (e)      Seller shall have received duly executed copies of all required\nPermits and\/or necessary consents and approvals in form and substance\nsatisfactory to Seller of third parties to the validity and effectiveness of the\ntransactions contemplated by this Agreement.\n\n        7.4      FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS.  In the event\nany one or more of the conditions to Seller's obligations are not satisfied in\nwhole or in part as of the Closing, Seller, at Seller's option, shall be\nentitled to: (a) terminate this Agreement by giving written notice thereto to\nPurchaser, whereupon all moneys which have been delivered by Purchaser to Seller\nor the Title Company (other than the Independent Consideration) shall be\nimmediately refunded to Purchaser and neither Purchaser nor Seller shall have\nany further obligations or liabilities hereunder; or (b) waive such failure of\nconditions and proceed to Closing hereunder.\n\n                                  ARTICLE VIII\n                     PROVISIONS WITH RESPECT TO THE CLOSING\n\n        8.1      SELLER'S CLOSING OBLIGATIONS.  Seller and Purchaser shall enter\ninto a mutually acceptable escrow agreement (the 'Escrow Agreement') with the\nTitle Company prior to the Closing.  The Escrow Agreement will require the Title\nCompany to close the transaction contemplated hereby in escrow pending closing\nof and funding under the IPO; provided that the Closing shall occur no later\nthan the Termination Date.  Upon execution of the Escrow Agreement, Seller shall\nfurnish and deliver to the Title Company for\n\n\n                                      19\n\ndelivery to Purchaser, pursuant to instructions to be set forth in the Escrow\nAgreement, the following:\n\n        (a)      The Deed, Title Commitment obligating the Title Company to\nissue the Title Policy subject only to the Permitted Exceptions, Bill of Sale,\nCertificate of Non-Foreign Status, Closing Certificate, the Guaranty, the Lease\nAssignment, the Lease, and the Sublease, each duly executed and acknowledged by\nSeller or Sublessee, as the case may be.\n\n        (b)      An affidavit, agreement and indemnity executed by Seller and\ndated as of the Closing Date, stating that there are no unpaid debts for any\nwork that has been done or materials furnished to the Property prior to and as\nof Closing and stating that Seller shall indemnify, save and protect Purchaser\nand its assigns harmless from and against any and all Claims, including courts\ncosts and reasonable attorneys' fees related thereto, arising out of, in\nconnection with, or resulting from the same, up to and including the Closing\nDate, in form and substance mutually acceptable to Seller and Purchaser.\n\n        (c)      Certificates of casualty and fire insurance for the Property as\nrequired pursuant to the Lease showing Purchaser as additional insured and loss\npayee thereunder, with appropriate provisions for prior notice to Purchaser in\nthe event of cancellation or termination of such policies.\n\n        (d)      Updated Search Reports, dated not more than five days prior to\nClosing, evidencing no UCC-l Financing Statements or other filings in the name\nof Seller with respect to the Property, except with respect to those securing a\nloan which will be paid in full at Closing;\n\n        (e)      Such affidavits, certificates or letters of indemnity as the\nTitle Company shall reasonably require in order to omit from its insurance\npolicy all exceptions for unfiled mechanic's, materialman's or similar liens.\n\n        (f)      Any and all transfer declarations or disclosure documents, duly\nexecuted by the appropriate parties, required in connection with the Deed by any\nstate, county or municipal agency having jurisdiction over the Property or the\ntransactions contemplated hereby.\n\n        (g)      Such instruments or documents as are necessary, or reasonably\nrequired by Purchaser or the Title Company, to evidence the status and capacity\nof Seller and the authority of the person or persons who are executing the\nvarious documents on behalf of Seller in connection with the purchase and sale\ntransaction contemplated hereby.\n\n\n                                      20\n\n        (h)      An opinion of Seller's counsel, dated as of the Closing Date,\nin form and substance reasonably satisfactory to Purchaser, with respect to the\nformation and existence of Seller, the execution of this Agreement, and all the\nrelated documents and instruments to be executed by Seller.\n\n        (i)      Such other documents as are reasonably necessary to carry out\nthe terms and provisions of the Escrow Agreement.\n\n        8.2      PURCHASER'S CLOSING OBLIGATIONS.  Upon the execution of the\nEscrow Agreement, Purchaser shall deliver to the Title Company for delivery to\nSeller pursuant to the terms of the Escrow Agreement, the following:\n\n        (a)      The Lease, duly executed and acknowledged by Purchaser.\n\n        (b)      Such instruments as are necessary, or reasonably required by\nSeller or the Title Company to evidence the authority of Purchaser to consummate\nthe transactions contemplated hereby and to execute and deliver the closing\ndocuments on the Purchaser's part to be delivered.\n\n        (c)      Such other documents as are reasonably required to carry out\nthe terms and provisions of the Escrow Agreement.\n\n        8.3      TITLE COMPANY'S CLOSING OBLIGATIONS.  Upon the closing of the\nIPO and disbursement of funds thereunder, the Title Company shall deliver to\nSeller the Purchase Price together with the items and documents specified in\nSection 8.2 and to Purchaser the items and documents specified in Section 8.1. \nIn the event the IPO does not close prior to June 30, 1994, the Title Company\nwill return the items specified in Section 8.1 to Seller and the items specified\nin Section 8.2 to Purchaser, unless otherwise agreed to by the parties in\nwriting.\n\n                                   ARTICLE IX\n                              EXPENSES OF CLOSING\n\n        9.1      ADJUSTMENTS.  There shall be no adjustment of taxes,\nassessments, water or sewer charges, gas, electric, telephone or other\nutilities, operating expenses, employment charges, premiums on insurance\npolicies, rents or other normally proratable items, it being agreed and\nunderstood by the Parties that the Seller shall be obligated to pay such items\nunder the terms of the Lease.\n\n        9.2      CLOSING COSTS.  Purchaser shall pay its own attorneys' fees. \nSeller shall pay all other costs of closing, including without limitation all\ntitle examination fees and premiums for the Title Policy, the Search Reports,\nthe Survey, any environmental reports,\n\n\n                                      21\n\nany appraisals, any and all state, municipal or other documentary or transfer\ntaxes payable in connection with the delivery of any instrument or document\nprovided in or contemplated by this Agreement or any agreement or commitment\ndescribed or referred to herein, and the charges for or in connection with the\nrecording and\/or filing of any instrument or document provided herein or\ncontemplated by this Agreement or any agreement or document described or\nreferred to herein.\n\n                                   ARTICLE X\n                              DEFAULT AND REMEDIES\n\n        10.1     SELLER'S DEFAULT; PURCHASER'S REMEDIES.\n\n        (a)      Seller's Default.  Seller shall be deemed to be in default\nhereunder upon the occurrence of any one or more of the following events: (i)\nany of Seller's warranties or representations set forth herein shall be untrue\nin any material aspect when made or at Closing; or (ii) Seller shall fail in any\nmaterial respect to meet, comply with, or perform any covenant, agreement or\nobligation on its part required within the time limits and in the manner\nrequired in this Agreement and shall fail to cure such default within ten\nBusiness Days following written notice from Purchaser to Seller.\n\n        (b)      Purchaser's Remedies. In the event Seller shall be deemed to be\nin default hereunder Purchaser may, as its sole remedies: (i) terminate this\nAgreement by written notice delivered to Seller on or before the Closing; or\n(ii) in the event that Seller shall willfully refuse to close the sale and only\nin such event, enforce specific performance of this Agreement against Seller\nincluding Purchaser's reasonable costs and attorneys fees in connection\ntherewith.  It is understood and agreed that termination or specific performance\nas provided in (i) and (ii) above constitute Purchaser's sole remedy against\nSeller, and that Purchaser shall not be entitled to seek monetary damages from\nSeller or assert any other remedy against Seller.\n\n        10.2     PURCHASER'S DEFAULT; SELLER'S REMEDIES.\n\n        (a)      Purchaser's Default.  Purchaser shall be deemed to be in\ndefault hereunder upon the occurrence of any one or more of the following\nevents: (i) any of Purchaser's warranties or representations set forth herein\nshall be untrue in any material respect when made or at Closing; or (ii)\nPurchaser shall fail in any material respect to meet, comply with, or perform\nany covenant, agreement or obligation on its part within the time limits and in\nthe manner required in this Agreement and shall fail to cure such default within\nten Business Days following written notice from Seller to Purchaser.\n\n        (b)      Seller's Remedy.  In the event Purchaser shall be deemed to be\nin default hereunder, Seller, as Seller's sole and exclusive remedy for such\ndefault, shall be entitled to\n\n\n                                      22\n\nterminate this Agreement and all rights of Purchaser hereunder and to retain\nthe Independent Consideration and receive from Purchaser a sum equal to all\nthird party out-of-pocket expenses incurred by Seller in performing its\nobligations under this Agreement including any reasonable, actual attorneys'\nfees incurred by Seller in connection with the preparation, negotiation and\nexecution of this Agreement and the performance by Seller of its obligations\nhereunder, it being agreed between Purchaser and Seller that such sum shall be\nliquidated damages for a default of Purchaser hereunder because of the\ndifficulty, inconvenience, and uncertainty of ascertaining actual damages for\nsuch default.\n\n                                   ARTICLE XI\n                                 MISCELLANEOUS\n\n        11.1     SURVIVAL.  All of the representations, warranties, covenants,\nagreements and indemnities (but not matters or items identified as conditions\nfor parties' obligation to close) of Seller and Purchaser contained in this\nAgreement, to the extent not performed at the Closing, shall survive the Closing\nonly for one year after the Closing Date and shall not be deemed to merge upon\nthe acceptance of the Deed by Purchaser.\n\n        11.2     NOTICES.  All notices, requests and other communications under\nthis Agreement shall be in writing and shall be delivered in person, sent by\ncertified mail, return receipt requested or delivered by recognized expedited\ndelivery service, addressed as follows:\n\n        If to Purchaser:\n\n        CRESCENT CAPITAL TRUST, INC.\n        One Perimeter Park South\n        Suite 335S\n        Birmingham, Alabama  35243\n        Attention:  John W. McRoberts, President\n        \n        With a copy to:\n        \n        Mr. Thomas A. Ansley\n        Sirote &amp; Permutt, P.C.\n        2222 Arlington Avenue South\n        Birmingham, Alabama  35205\n        \n\n                                      23\n\n        If intended for Seller:\n        \n        SURGICAL HEALTH CORPORATION\n        990 Hammond Drive\n        Suite 300\n        Atlanta, Georgia  30328\n        Attention: Gary W. Rasmussen, Senior Vice President - Finance\n        \n        With a copy to:\n        \n        Mr. Mark C. Rusche\n        Alston &amp; Bird\n        One Atlantic Center\n        1201 West Peachtree Street\n        Atlanta, Georgia  30309-3424\n        \nor at such other address, and to the attention of such other person, as the\nparties shall give notice as herein provided. All such notices, requests and\nother communications shall be deemed to have been sufficiently given for all\npurposes hereof upon receipt at such address, or if mailed, upon deposit of a\ncopy in a post office of official depository of the United States Postal\nService.\n\n        11.3     ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement embodies and\nconstitutes the entire understanding between the parties with respect to the\ntransactions contemplated herein, and all prior or contemporaneous agreements,\nunderstandings, representations and statements (oral or written) are merged into\nthis Agreement. Neither this Agreement nor any provision hereof may be waived,\nmodified, amended, discharged or terminated except by an instrument in writing\nsigned by the Party against whom the enforcement of such waiver, modification,\namendment, discharge or termination is sought, and then only to the extent set\nforth in such instrument.\n\n        11.4     APPLICABLE LAW.  This Agreement and the transactions\ncontemplated hereby shall be governed by and construed in accordance with the\nlaws of the state in which the Property is located.\n\n        11.5     CAPTIONS.  The captions in this Agreement are inserted for\nconvenience of reference only and in no way define, describe, or limit the scope\nor intent of this Agreement or any of the provisions hereof.\n\n        11.6     BINDING EFFECT.  This Agreement shall be binding upon and shall\ninure to the benefit of the parties hereto and their respective heirs,\nexecutors, administrators, legal and personal representatives, successors, and\nassigns.\n\n\n                                      24\n\n        11.7     EXTENSION OF DATES.  Notwithstanding anything to the contrary\ncontained in this Agreement, if Seller shall fail to deliver any document or\nitem required pursuant to any of the terms and provisions of Article IV and\/or\nArticle V within the applicable time period required, Purchaser, at its option,\nshall have the right to extend the date of expiration of the Review Period, and\ncorrespondingly the date of Closing, by the number of days elapsing from the\ndate such items were required to be delivered and the date such items were\nactually delivered to Purchaser; provided that Purchaser shall have given Seller\nwritten notice of the missing items within 15 days of the Effective Date (as\nprovided in Section 5.2) and provided Purchaser shall give Seller notice of its\nintent to extend such dates within five Business Days following Seller's receipt\nof the last of the items set forth on Purchaser's notice letter.  Nothing herein\nshall diminish Seller's obligation to timely furnish such items.\n\n        11.8     TIME IS OF THE ESSENCE.  With respect to all provisions of this\nAgreement, time is of the essence. However, if the first date of any period\nwhich is set out in any provision of this Agreement falls on a day which is not\na Business Day, then, in such event, the time of such period shall be extended\nto the next day which is a Business Day.\n\n        11.9     WAIVER OF CONDITIONS.  Any Party may at any time or times, at\nits election, waive any of the conditions to its obligations hereunder, but any\nsuch waiver shall be effective only if contained in a writing signed by such\nParty. No waiver by a Party of any breach of this Agreement or of any warranty\nor representation hereunder by the other Party shall be deemed to be a waiver of\nany other breach by such other Party (whether preceding or succeeding and\nwhether or not of the same or similar nature), and no acceptance of payment or\nperformance by a Party after any breach by the other Party shall be deemed to be\na waiver of any breach of this Agreement or of any representation or warranty\nhereunder by such other Party, whether or not the first Party knows of such\nbreach at the time it accepts such payment or performance. No failure or delay\nby a Party to exercise any right it may have by reason of the default of the\nother Party shall operate as a waiver of default or modification of this\nAgreement or shall prevent the exercise of any right by the first Party while\nthe other Party continues to be so in default.\n\n        11.10    OFFER AND ACCEPTANCE.  This Agreement shall automatically\nterminate at 5:00 pm. on June 1, 1994, unless, prior to such time, Purchaser has\nreturned to Seller, and Seller shall have returned to Purchaser, two\nfully-executed copies of this Agreement.\n\n        11.11    BROKERS.  Purchaser and Seller hereby represent to each other\nthat neither has discussed this Agreement or the subject matter thereof with any\nreal estate broker or salesman so as to create any legal rights in any such\nbroker or salesman to claim a real estate commission or similar fee with respect\nto the purchase or sale of the Property.  Purchaser and Seller each agree to\ndefend, indemnify and hold the other harmless from any\n\n\n                                      25\n\nand all claims for any real estate commissions, leasing fees or similar fees\narising out of or in any way relating to the purchase, sale or lease of the\nProperty based on their respective acts.\n\n        11.12    RISK OF LOSS.  Until the Closing Date, the risk of loss of any\nportion of the Property shall be solely that of Seller.  Risk of loss shall be\nthat of Purchaser from and after the Closing Date, at which time Seller shall\ndeliver to Purchaser possession of the Property.\n\n        11.13    NO ASSUMPTION OF LIABILITIES.  Purchaser shall not assume any\nof the existing liabilities, indebtedness, commitments or obligations of any\nnature whatsoever (whether fixed or contingent) of Seller in respect of the\nProperty or otherwise, except those expressly assumed herein.\n\n        11.14    COUNTERPARTS.  This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n        EXECUTED to be effective as of the Effective Date.\n\n                                        PURCHASER:\n\n                                        CAPSTONE CAPITAL TRUST, INC.,\n                                        a Maryland corporation\n\n                                        \/s\/ John W. McRoberts\n                                        ---------------------------------------\n                                        John W. McRoberts\n                                        President\n\n                                        Date  May 27, 1994\n                                            -----------------------------------\n\n                                        Purchaser's Tax Identification Number:\n\n                                                       63-1115479\n                                        ---------------------------------------\n\n\n                                      26\n\n\n                                        SELLER:\n\n                                        SURGICAL HEALTH CORPORATION,\n                                        successor-in-interest to Healthcare \n                                        Real Estate Holdings, Inc.,\n                                        a Delaware corporation\n\n\n                                        By   \/s\/ \n                                          --------------------------------------\n\n                                        Its  \/s\/ Senior Vice President\n                                           -------------------------------------\n\n                                        Date              5\/27\/94\n                                            ------------------------------------\n\n                                        Seller's Tax Identification Number:\n\n                                                      58-1941168\n                                        ----------------------------------------\n\n\n                                      27\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9590,9579],"class_list":["post-41858","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-land__il","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41858","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=41858"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41858"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41858"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41858"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}