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Assignment and Assumption of Agreement for Completion and Guarantee
Assignment and Assumption of Agreement for Completion and Guarantee (8K)
Doc #254796: Click preview link for longer preview.
ASSIGNMENT AND ASSUMPTION OF
AGREEMENT FOR COMPLETION AND GUARANTEE
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR COMPLETION AND
GUARANTEE (this "Assignment") is executed as of this _____ day of November,
2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation
("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company
("Purchaser").
Purchaser is this day purchasing from Seller and Seller is conveying to
Purchaser the real property described on Exhibit A attached hereto and made a
part hereof together with all improvements thereon and appurtenances thereto
(herein called the "Property"). Seller is a party to a certain "Borough of Camp
Hill Agreement for Completion and Guarantee of Plan Improvements" dated the 19th
day of December, 2001 (the "Completion Agreement") pursuant to which Seller is
responsible to the Borough of Camp Hill for the completion of certain
improvements located upon the Property, a copy of which is attached hereto as
Exhibit B and made a part hereof.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby transfers and assigns to Purchaser, effective as of
the date hereof, all right, title, and interest of Seller in, to and under the
Completion Agreement, including any and all rights of Seller to any and all
deposits thereunder.
Seller on behalf of itself, its successors and assigns does hereby
agree to indemnify and hold Purchaser, its successors and assigns, harmless from
and against all liabilities arising out of events occurring under the Completion
Agreement prior to the date hereof but not thereafter, provided, however, that
the foregoing indemnity shall not imply any warranty or indemnity with respect
to compliance with environmental and land use laws or the use, generation or
disposal of hazardous materials, such matters being governed solely by the terms
of that certain Agreement of Purchase and Sale between Seller and Cedar Income
Fund Partnership, L.P. having an Effective Date (as defined therein) of August
14, 2002, as amended by that certain First Amendment to Agreement of Purchase
and Sale dated September 12, 2002, Second Amendment to Agreement of Sale and
Purchase dated October 31, 2002, and Third Amendment to Agreement of Purchase
and Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s
interest in which was assigned to Purchaser on the date hereof.
254796
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CIFP
As referenced in this Assignment and Assumption of Agreement for Completion and Guarantee:
Cedar Income
Fund Partnership, – disposal of hazardous materials, such matters being governed solely by the terms
of that certain Agreement of Purchase and Sale between Seller and Cedar Income
Fund Partnership, L.P. having an Effective Date (as defined therein) of August
14, 2002, as amended by that certain First Amendment to Agreement
_____________
Cedar Income Fund Partnership, – of Sale and
Purchase dated October 31, 2002, and Third Amendment to Agreement of Purchase
and Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s
interest in which was assigned to Purchaser on the date hereof.
-1-
{PAGE}
Purchaser on behalf of itself, its
_____________
dt 109116
;
|
Cedar-Camp Hill
As referenced in this Assignment and Assumption of Agreement for Completion and Guarantee:
CEDAR-CAMP HILL, – this "Assignment") is executed as of this _____ day of November,
2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation
("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company
("Purchaser").
Purchaser is this day purchasing from Seller and Seller is conveying to
Purchaser the real
_____________
CEDAR-CAMP HILL, – COMPANY, a Connecticut corporation
By: CIGNA Investments, Inc., a Delaware
corporation, its authorized agent
By:
------------------------------------
Name: Stephen J. Olstein
Title: Managing Director
PURCHASER:
CEDAR-CAMP HILL, LLC, a Delaware limited
liability company
By:
------------------------------------
Name: Leo S. Ullman
Title: President
-3-
{PAGE}
EXHIBIT A
TO
ASSIGNMENT AND ASSUMPTION OF
_____________
dt 112742
;
 Cigna
As referenced in this Assignment and Assumption of Agreement for Completion and Guarantee:
CIGNA Investments, – PAGE
-2-
{PAGE}
EXECUTED as of the day and year first written above.
SELLER:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY, a Connecticut corporation
By: CIGNA Investments, Inc., a Delaware
corporation, its authorized agent
By:
------------------------------------
Name: Stephen J. Olstein
Title: Managing Director
PURCHASER:
CEDAR-CAMP HILL, LLC, a Delaware
_____________
dt 123626
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| 2004 |
Agreement Regarding Post Closing Work And Escrow Instructions
Agreement Regarding Post Closing Work And Escrow Instructions (51K)
Doc #255767: Click preview link for longer preview.
AGREEMENT REGARDING POST CLOSING WORK
AND ESCROW INSTRUCTIONS
THIS AGREEMENT REGARDING POST CLOSING WORK AND ESCROW INSTRUCTIONS (this Agreement) is dated for reference purposes only as of , 2004, and is effective for all purposes as of the Effective Date, as that term is defined in Section 1, below, by and between HSOV MANHATTAN TOWERS LP, a Delaware limited partnership (Seller), and WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (Purchaser), with reference to the following facts.
R E C I T A L S :
A. Seller and Purchaser previously entered into that certain Agreement of Sale and Purchase dated as of April 1, 2004 (the Purchase Agreement), concerning certain real property located at 1230 and 1240 Rosecrans Avenue, Manhattan Beach, California, and all improvements located thereon, all as more particularly described in the Purchase Agreement (such real property and improvements being referred to herein, collectively, as the Project). To facilitate the transaction contemplated by the Purchase Agreement, Seller and Purchaser opened that certain escrow no. (the Escrow) with Chicago Title Company, 700 South Flower Street, Suite 3305, Los Angles, California 90017, Attn: Mr. Frank Jansen, Phone: (213)488-4300, Facsimile: (213) 891-0834 (the Title Company).
B. Concurrently herewith, Seller is selling, conveying and assigning to Purchaser, and Purchaser is purchasing and accepting from Seller, the Property, as that term is defined in Section 2.1 of the Purchase Agreement (including, without limitation, the Project).
C. Seller (as successor-in-interest to USAA Income Properties III Limited Partnership, a Delaware limited partnership, and Manhattan Beach Towers, LLC, a Delaware limited liability company) and Northrop Grumman Space and Mission Systems Corp., an Ohio corporation (Northrop Grumman) (as successor-in-interest to TRW Inc., an Ohio corporation), previously entered into that certain Commercial Office Lease dated April 13, 1997, as amended from time to time (the Northrop Lease), and as most recently amended by that certain Amended and Restated Third Amendment to Commercial Office Lease dated as of December 15, 2003 (the Northrop Amendment). Pursuant to the Northrop Amendment, among other things, Northrop Grumman agreed to lease additional space in the Project, including, without limitation, the Second Floor Expansion Space, as that term is defined in Section 3.2 of the Northrop Amendment, which consists of the entire second floor of 1230 Rosecrans Avenue (the 1230 Building), and the term of the Northrop Grumman Lease was extended.
D. Seller (as successor-in-interest to American Industrial Properties REIT, a Texas real estate investment trust) and Modis, Inc., a Florida corporation (Modis), previously entered into that certain Commercial Office Lease dated June 22, 1999, as amended from time to time (the Modis Lease), and as most recently amended by that certain Second Amendment to Commercial Office Lease dated as of February 12, 2004 (the Modis Amendment), and that certain side letter agreement dated February 12, 2004 (the Modis Side Letter). Pursuant to the Modis Amendment, among other things, Modis premises were relocated from the second floor of the 1230 Building to
the New Premises, as that term is defined in the Modis Amendment, located on the fourth floor of the 1230 Building (the Modis Premises), Seller agreed to perform certain Tenant Improvements, as that term is defined in Section 1 of the Tenant Work Letter attached as Exhibit B to the Modis Amendment (the Modis Tenant Improvements) in the Modis Premises, and Seller agreed to pay Modis actual, reasonable out-of-pocket costs for moving, rewiring, and transfer of utilities and, if and to the extent applicable, for the reasonable, actual out-of-pocket cost of replacement stationery and business cards (up to one years supply) in accordance with Section 1.2 of the Modis Amendment (collectively, the Modis Moving Costs). Seller and Purchaser hereby acknowledge and agree that a reasonable estimate of the total cost of the work remaining to be performed to complete the Modis Tenant Improvements and the total remaining Modis Moving Costs is Forty-Seven Thousand Six Hundred Ninety and 97/100 Dollars ($47,690.97) (the Modis Estimated Cost).
E. Seller (as successor-in-interest to American Industrial Properties REIT) and Robeks Corporation, a California corporation (Robeks), previously entered into that certain Commercial Office Lease dated November 12, 1999, as amended from time to time (the Robeks Lease), and as most recently amended by that certain Second Amendment to Commercial Office Lease dated as of March 2, 2004 (the Robeks Amendment). Pursuant to the Robeks Amendment, among other things, Robeks premises were relocated from the second floor of the 1230 Building to the New Premises, as that term is defined in the Robeks Amendment, located on the fourth floor of the 1230 Building (the Robeks Premises), Seller agreed to perform certain Tenant Improvements, as that term is defined in Section 1 of the Tenant Work Letter attached as Exhibit B to the Robeks Amendment (the Robeks Tenant Improvements) in the Robeks Premises, and Seller agreed to pay Robeks actual, reasonable out-of-pocket costs for moving, rewiring, and transfer of utilities, relocation of Robeks equipment, furniture and furnishings and, if and to the extent applicable, for the reasonable, actual out-of-pocket cost of replacement stationery and business cards (up to one years supply) in accordance with Section 1.2 of the Robeks Amendment (collectively, the Robeks Moving Costs). Seller and Purchaser hereby acknowledge and agree that a reasonable estimate of the total cost of the work remaining to be performed to complete the Robeks Tenant Improvements and the total remaining Robeks Moving Costs is Two Hundred Sixty-Five Thousand Five and __/100 Dollars ($265,005.01) (the Robeks Estimated Cost).
F. Seller (as successor-in-interest to American Industrial Properties REIT) and Gregory P. Schill, an individual (an affiliate of the Advisory Group, a California corporation) (Schill), previously entered into that certain Commercial Office Lease dated December 28,1999, as amended from time to time (the Schill Lease), and as most recently amended by that certain Second Amendment to Commercial Office Lease dated as of February 18, 2004 (the Schill Amendment), and that certain side letter agreement dated February 18, 2004 (the Schill Side Letter). Pursuant to the Schill Amendment, among other things, Schills premises were relocated from the second floor of the 1230 Building to the New Premises, as that term is defined in the Schill Amendment, located on the sixth floor of the 1230 Building (the Schill Premises), Seller agreed to perform certain Tenant Improvements, as that term is defined in Section 1 of the Tenant Work Letter attached as Exhibit B to the Schill Amendment (the Schill Tenant Improvements) in the Schill Premises, Seller agreed to perform the Relocation, as that term is defined in Section 1.2.2 of the Schill Amendment (the Schill Relocation), and Seller agreed to pay or reimburse Schills actual, reasonable out-of-pocket costs incurred in modifying Tenants existing furniture systems for use in the relocation premises and for the reasonable, actual out-of-pocket cost of moving announcements
-2-
(including postage) and replacement stationery, letterhead and business cards (up to one years supply in each instance) in accordance with Section 1.2.2 of the Schill Amendment (collectively, the Schill Moving Costs). Seller and Purchaser hereby acknowledge and agree that a reasonable estimate of the total cost of the work remaining to be performed to complete the Schill Tenant Improvements and the Schill Relocation and the total remaining Schill Moving Costs is Fifteen Thousand Two Hundred Six and 39/100 Dollars ($15,206.39) (the Schill Estimated Cost).
G. Seller (as successor-in-interest to Manhattan Beach Towers, LLC, a Delaware limited liability company) and First Tennessee Bank National Association, a national banking association (First Tennessee), previously entered into that certain Office Lease dated June 22, 2001, as amended from time to time (the First Tennessee Lease), and as most recently amended by that certain Fourth Amendment to Office Lease dated as of February 18, 2004 (the First Tennessee Amendment). Pursuant to the First Tennessee Amendment, among other things, First Tennessees premises were relocated from the second floor of the 1230 Building to the New Premises, as that term is defined in the First Tennessee Amendment, located on the sixth floor of the 1230 Building (the First Tennessee Premises), and Seller agreed to perform certain Tenant Improvements, as that term is defined in Section 1 of the Tenant Work Letter attached as Exhibit B to the First Tennessee Amendment (the First Tennessee Tenant Improvements) in the First Tennessee Premises, and Seller agreed to pay First Tennessees actual, reasonable out-of-pocket moving costs in accordance with Section 1.2 of the First Tennessee Amendment (collectively, the First Tennessee Moving Costs). Seller and Purchaser hereby acknowledge and agree that a reasonable estimate of the total cost of the work remaining to be performed to complete the First Tennessee Tenant Improvements and the total remaining First Tennessee Moving Costs is Two Hundred Sixty Thousand Nine Hundred Fourteen and 65/100 Dollars ($260,914.65) (the First Tennessee Estimated Cost).
H. Seller and Victor L. George, an individual (George) previously entered into that certain Office Lease dated March 26, 2004 (the George Lease) concerning the Premises, as that term is defined in the George Lease, located on the fourth floor of the 1230 Building (the George Premises), and that certain side letter agreement dated March 26, 2004 (the George Side Letter). George previously subleased certain premises located on the second floor of the 1230 Building from Agere Systems Inc., a Delaware corporation, whose lease has been terminated effective as of April 30, 2004. Pursuant to the George Lease, among other things, Seller agreed to perform certain Tenant Improvements, as that term is defined in Section 1 of the Tenant Work Letter attached as Exhibit B to the George Lease (the George Tenant Improvements) in the George Premises, and Seller agreed to pay Georges reasonable, out-of-pocket costs incurred in connection with Georges relocation from its subleased premises in accordance with Section 2 of said Tenant Work Letter (the George Moving Costs). Seller and Purchaser hereby acknowledge and agree that a reasonable estimate of the total cost of the work remaining to be performed to complete the George Tenant Improvements and the total remaining George Moving Costs is One Hundred Four Thousand Eight Hundred Twenty-One and 53/100 Dollars ($104,821.53) (the George Estimated Cost).
I. Modis, Robeks, Schill, First Tennessee and George may be referred to herein, individually, each as a Relocating Tenant, and, collectively, as the Relocating Tenants. The Modis Amendment, the Robeks Amendment, the Schill Amendment, the First Tennessee Amendment and the George Lease may be referred to herein, individually, each as a Relocating Tenant Agreement, and, collectively, as the Relocating Tenant Agreements. The Modis
255767
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Agere Systems
As referenced in this Agreement Regarding Post Closing Work And Escrow Instructions:
Agere Systems – dated March 26, 2004 (the George Side Letter). George previously subleased certain premises located on the second floor of the 1230 Building from Agere Systems Inc., a Delaware corporation, whose lease has been terminated effective as of April 30, 2004. Pursuant to the George Lease, among other things,
_____________
dt 220186
;
Agere Systems
As referenced in this Agreement Regarding Post Closing Work And Escrow Instructions:
Agere Systems Inc. – Premises), and that certain side letter agreement dated March 26, 2004 (the George Side Letter). George previously subleased certain premises located on the second floor of the 1230 Building from Agere Systems Inc. , a Delaware corporation, whose lease has been terminated effective as of April 30, 2004. Pursuant to the George Lease, among other things, Seller agreed to perform certain Tenant Improvements,
_____________
dt 1457325
;
|
Chicago Title
As referenced in this Agreement Regarding Post Closing Work And Escrow Instructions:
Chicago Title Co – as the Project). To facilitate the transaction contemplated by the Purchase Agreement, Seller and Purchaser opened that certain escrow no. (the Escrow) with Chicago Title Co mpany, 700 South Flower Street, Suite 3305, Los Angles, California 90017, Attn: Mr. Frank Jansen, Phone: (213)488-4300, Facsimile: (213) 891-0834 (
_____________
Chicago Title Co – Inc.,
a Texas corporation
its General Partner
By:
/s/ Thomas D. Owens
Thomas D. Owens
Senior Vice President
-15-
JOINDER BY TITLE COMPANY
Chicago Title Co mpany, referred to in this Agreement as the Title Company, hereby acknowledges that it received this Agreement executed by Seller and Purchaser on
_____________
CHICAGO TITLE CO – Agreement. It further acknowledges that it hereby assumes all responsibilities for information reporting required under Section 6045(e) of the Internal Revenue Code.
CHICAGO TITLE CO MPANY
By:
Printed Name:
Title:
Agreement Regarding Post Closing Work
and Escrow Instructions
-16-
_____________
dt 193236
;
Hines Holdings
As referenced in this Agreement Regarding Post Closing Work And Escrow Instructions:
Hines Holdings, Inc. – its Manager
By:
Hines Fund Management, L.L.C.,
a Delaware limited liability company
its General Partner
By:
Hines Interests Limited Partnership, a Delaware limited partnership
its sole member
By:
Hines Holdings, Inc. ,
a Texas corporation
its General Partner
By:
/s/ Thomas D. Owens
Thomas D. Owens
Senior Vice President
-14-
The undersigned agrees that in the event that Seller under the
_____________
Hines Holdings, Inc. – its Manager
By:
Hines Fund Management, L.L.C.,
a Delaware limited liability company
its General Partner
By:
Hines Interests Limited Partnership,
a Delaware limited partnership
its sole member
By:
Hines Holdings, Inc. ,
a Texas corporation
its General Partner
By:
/s/ Thomas D. Owens
Thomas D. Owens
Senior Vice President
-15-
JOINDER BY TITLE COMPANY
Chicago Title Company, referred to in this
_____________
dt 1316280
;
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| 2001 |
Agreement for Purchase of Real Estate and Related Property
Agreement for Purchase of Real Estate and Related Property (199K)
Doc #262021: Click preview link for longer preview.
AGREEMENT FOR PURCHASE OF
REAL ESTATE AND RELATED PROPERTY
Dated as of the 10th day of May 2001,
by and between
New Plan Excel Realty Trust, Inc., ("Seller") a Maryland corporation having
offices at 1120 Avenue of the Americas, New York, New York, 10036
and
Coolidge-Koenmen LLC ("Purchaser"), a Delaware limited liability company,
having offices at c/o Houlihan-Parnes Realtors, LLC, One West Red Oak Lane,
White Plains, New York, 10604
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
1. Purchase and Sale of Property................................................1
2. Purchase Price...............................................................3
3. Operation of Property through Closing........................................4
4. Status of Title of Property..................................................8
5. Closing.....................................................................12
6. Casualty Loss and Condemnation..............................................19
7. Representations and Warranties..............................................20
8. BOND FINANCINGS.............................................................27
9. Brokerage...................................................................29
10. Defaults and Remedies.......................................................29
11. Seller as Agent.............................................................33
12. Dropping of Properties due to a Material Default, Title Defect,
Failure to Obtain a Necessary Consent, Casualty or Condemnation
with Respect to a Property and Deferred Closings............................33
13. Miscellaneous...............................................................36
14. Indemnification Procedures..................................................43
15. Interest Transfers..........................................................44
16. Mezzanine Financing.........................................................48
17. No Shop/BOARD Approval......................................................50
18. Table of Defined Terms......................................................50
{/TABLE}
{PAGE} 3
Execution Copy
AGREEMENT FOR PURCHASE OF
REAL ESTATE AND RELATED PROPERTY
THIS AGREEMENT FOR PURCHASE OF REAL ESTATE AND RELATED
PROPERTY (this "Agreement") is made and entered into as of the 10th day of May
2001, by and among New Plan Excel Realty Trust, Inc. ("Seller"), a Maryland
corporation having offices at 1120 Avenue of the Americas, New York, New York,
10036, and Coolidge-Koenmen LLC ("Purchaser"), a Delaware limited liability
company, having offices at c/o Houlihan-Parnes Realtors, LLC, One West Red Oak
Lane, White Plains, New York 10604.
RECITALS
A. Seller or its wholly owned subsidiaries set forth
on Exhibit A (each an "Affiliate" and collectively "Affiliates") are the
owners of the Properties set forth opposite their names on Exhibit A.
B. Seller desires to sell or cause the Affiliates to
sell the Properties to Purchaser by deed conveyance of each Property or by
transfer of 100% of the direct ownership interests (the "Interests") in the
owner of such Property as indicated on Exhibit A to be transferred by an
interest transfer (each, a "Property Owner"), and Purchaser desires to so
purchase the Properties or said Interests in such Property Owner from Seller
or the Affiliates as applicable, each upon and subject to the terms and
conditions of this Agreement.
C . Section 18 contains a table of defined terms.
NOW THEREFORE, in consideration of the terms, covenants and
conditions contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser agree as follows:
1. PURCHASE AND SALE OF PROPERTY
Subject to the terms and conditions of this Agreement
(including, without limitation, Section 15), Seller shall or shall cause the
Affiliates to sell and convey and Purchaser shall purchase the following
described property (any of which with respect to an individual apartment
complex described on the attached Exhibit A, is referred to individually as a
"Property" and collectively as the "Properties") or the Interests in the owner
of such Property, as indicated on Exhibit A to be transferred by an interest
transfer (and therefore the Property owned by the applicable Property Owner):
(A) those certain tracts of real estate on which are
situated apartment complexes described on the attached Exhibit A, which real
estate is legally described in the attached Exhibit B, together with all and
singular easements, covenants, agreements, rights, privileges, tenements,
hereditaments and appurtenances thereunto now or hereafter belonging or
appertaining thereto (collectively the "Land"); and
{PAGE} 4
(B) all right, title and interest of Seller or the
Affiliates (whether now or hereafter existing) in and to any land lying in the
bed of any street, alley, road or avenue (whether open, closed or proposed)
adjoining the Land or any of it (all of the foregoing being included within
the term "Land"); and
(C) all right, title and interest of Seller or the
Affiliates in and to all of the buildings, structures, fixtures, facilities,
installations and other improvements of every kind and description now or
hereafter located on the Land, including, without limitation, any and all
plumbing, air conditioning, heating, ventilating, mechanical, electrical and
other utility systems, parking lots and facilities, landscaping, roadways,
sidewalks, swimming pools and other recreational facilities, security devices,
signs and light fixtures (collectively, the "Improvements") (the Land and
Improvements being collectively referred to as the "Premises"); and
(D) all right, title and interest of Seller or the
Affiliates in and to all furniture, furnishings, fixtures, equipment,
machinery, maintenance vehicles and equipment, tools, parts, recreational
equipment, carpeting, computers, computer hardware, window treatments,
stationery and other office supplies, and other tangible personal property of
every kind and description situated at the Premises, owned by Seller or the
Affiliates and which is not leased from third parties or owned by tenants
under the Leases, together with all replacements and substitutions therefor
(together with the intangible personal property hereinafter identified,
including without limitation any trade names used by Seller or an Affiliate
with respect to the Premises, collectively the "Personal Property"), the
Personal Property includes, without limitation, the items set forth on Exhibit
C attached to this Agreement; and
(E) all right, title and interest of Seller or the
Affiliates in and to all existing surveys, blue prints, drawings, plans and
specifications (including, without limitation, structural, HVAC, mechanical
and plumbing plans and specifications) and other documentation for or with
respect to the Property; all marketing artwork and construction drawings,
concerning the Property, in each case, to the extent in the possession or
control of Seller or the Affiliates; all tenant lists and data, correspondence
with past, present and prospective tenants, vendors, suppliers, utility
companies and other third parties, booklets, manuals and promotional and
advertising materials concerning the Property or any part thereof, in each
case, to the extent in the Seller's or an Affiliate's possession or control;
and such other existing books, records and documents (including, without
limitation, those relating to ad valorem taxes and leases) used solely in
connection with the operation of the Property to the extent in Seller's or an
Affiliate's possession or control; and
(F) all right, title and interest of Seller or the
Affiliates in and to the leases affecting each Premises (the "Leases") and the
other intangible personal property now or hereafter owned by Seller or the
Affiliates and relating to the Property, including, without limitation,
claims, choses in action, lease and other contract rights, names, and, if
available, telephone exchange numbers.
(G) Notwithstanding anything herein to the contrary,
but subject to Section 3(G), all computers, computer hardware, computer
programs, computer software license
262021
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Citibank
As referenced in this Agreement for Purchase of Real Estate and Related Property:
Citibank, N.A. – on
such amounts thereafter until paid at a per annum rate equal to 2% above the
rate announced as its "prime rate" by Citibank, N.A. (or any successor bank
thereto).
(viii) If the Asserting Party is obligated to
perform repairs or other work in connection with any
_____________
dt 146998
;
New Plan Excel
As referenced in this Agreement for Purchase of Real Estate and Related Property:
New Plan Excel Realty Trust, – 2.1
AGREEMENT FOR PURCHASE OF
REAL ESTATE AND RELATED PROPERTY
Dated as of the 10th day of May 2001,
by and between
New Plan Excel Realty Trust, Inc., ("Seller") a Maryland corporation having
offices at 1120 Avenue of the Americas, New York, New York, 10036
and
Coolidge-Koenmen LLC ("
_____________
New Plan Excel Realty Trust, – REAL ESTATE AND RELATED
PROPERTY (this "Agreement") is made and entered into as of the 10th day of May
2001, by and among New Plan Excel Realty Trust, Inc. ("Seller"), a Maryland
corporation having offices at 1120 Avenue of the Americas, New York, New York,
10036, and Coolidge-Koenmen LLC ("
_____________
New Plan Excel Realty Trust, – or by certified mail, return receipt requested, postage prepaid, or by Federal
Express or Airborne Express, addressed as follows:
1. If to Seller:
New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
Attention: Steven F. Siegel, and
Attention: Dean Bernstein
Phone: (212) 869-
_____________
NEW PLAN EXCEL REALTY TRUST, – Trustee Section 5(B)(ii)(c)
{/TABLE}
53
{PAGE} 56
[The remainder of this Page is intentionally left blank.]
54
{PAGE} 57
SELLER:
NEW PLAN EXCEL REALTY TRUST, INC.
By: /s/ STEVEN SIEGEL
-----------------------------
Name: Steven Siegel
Title: Senior Vice President
Date:
PURCHASER:
COOLIDGE-KOENMEN LLC
By: /s/ FRED STAHL
-----------------------------
Name:
_____________
dt 144444
;
Chase Manhattan
As referenced in this Agreement for Purchase of Real Estate and Related Property:
Chase Manhattan Bank – and be a part of the Earnest Money. The Escrowee shall invest the Earnest
Money in an interest bearing savings account at the Chase Manhattan Bank or,
if Purchaser and Seller jointly direct Escrowee, in short term U.S. Treasury
Bills or similar cash equivalent securities. Any and all
_____________
dt 142115
;
|
Citibank
As referenced in this Agreement for Purchase of Real Estate and Related Property:
Citibank, N.A. – on
such amounts thereafter until paid at a per annum rate equal to 2% above the
rate announced as its "prime rate" by Citibank, N.A. (or any successor bank
thereto).
(viii) If the Asserting Party is obligated to
perform repairs or other work in connection with any
_____________
dt 146998
;
Salomon
As referenced in this Agreement for Purchase of Real Estate and Related Property:
Salomon Smith Barney, – of the Property
pursuant to this Agreement, including, without limitation, reasonable
attorneys fees and disbursements incurred by Seller in connection with such
Claims. Salomon Smith Barney, Inc. acted as Seller's financial advisor for the
transaction and any fees earned, if any, will be paid by Seller pursuant
_____________
Salomon
Smith Barney – offer for the sale of any or all of the Properties or any
interest therein. In addition, Seller agrees to continue to instruct Salomon
Smith Barney not to take any of such actions on Seller's behalf.
(B) Notwithstanding anything herein to the contrary,
this Agreement is subject to
_____________
dt 139122
;
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| 2002 |
Management Agreement
Management Agreement (52K)
Doc #270847: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.I.F.3
{SEQUENCE}22
{FILENAME}y62648exv10wiwfw3.txt
{DESCRIPTION}KINGS PLAZA MANAGEMENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 10(i)F(3)
KINGS PLAZA MANAGEMENT
AGREEMENT
THIS KINGS PLAZA MANAGEMENT AGREEMENT dated as of the 31 day of May,
2001 (the "Management Agreement" between ALEXANDER'S KINGS PLAZA LLC, a Delaware
limited liability company having an office at 210 Route 4 East, Paramus, New
Jersey 07652 ("Owner") and VORNADO MANAGEMENT CORP., a New Jersey corporation
having an office at 210 Route 4 East, Paramus, New Jersey 07652 ("Manager").
IN CONSIDERATION of the mutual promises and covenants herein
contained. Owner and Manager agree as follows:
ARTICLE I
Appointment of Manager
A. Owner hereby appoints Manager, on the conditions and for the term
hereinafter provided, to act for it in the operation, maintenance and management
of the Kings Plaza Property identified on Exhibit A attached hereto and made a
part hereof (the "Property"), which management duties are more particularly
described in Article IV. Manager hereby accepts said appointment to the extent
of, and subject to, the conditions set forth below.
B. Owner and Manager hereby acknowledge that affiliates of Owner and
Manager have heretofore entered into that certain Real Estate Retention
Agreement, dated as of July 20, 1992 (the "Retention Agreement"), whereby
Vornado Realty Trust, as successor in interest to Vornado, Inc., has agreed to
act as leasing agent with respect to, among other things, the space at the
Property currently leased to Sears, Roebuck & Co.
ARTICLE II
Term
A. The term of this Agreement shall commence on the date hereof and
shall continue until midnight on the date immediately following the first
anniversary of the date hereof (the "Initial Expiration Date") unless this
Agreement shall be terminated and the obligations of the parties hereunder shall
sooner cease and terminate, as hereinafter provided; provided, however, that the
term of this Management Agreement shall automatically extend for consecutive
one-year periods following the Initial Expiration Date unless Manager or Owner
provides the other with written notice, at least six months prior to the
beginning of any such additional one-year period, of its election to terminate
this Management Agreement. The amount of the Management Fee (as hereinafter
defined) shall be subject to review by the parties at the end of the initial
term and at the end of each one-year term thereafter.
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ARTICLE III
Management Fee
A. Owner shall pay Manager, as Manager's entire compensation for the
services rendered hereunder in connection with the management of the Property, a
management fee (the "Management Fee") equal to (i) $300,000, per annum, payable
in equal monthly installments, in arrears, in the amount of $25,000, each on the
tenth day of each calendar month beginning with the first calendar month after
the date hereof and (ii) 3% of the gross income derived from the Property,
payable quarterly in arrears. As used in the preceding sentence, "gross income"
means all revenues of any kind and nature (including without limitation, all
minimum and percentage rents actually received), whether ordinary or
extraordinary, foreseen or unforeseen, received or accrued form the use and/or
occupancy of the improvements constituting the Property or any part thereof,
exclusive of parking revenues and exclusive of monies received or accrued from
any occupants or users of any part of such improvements for reimbursement for
expenses of the Property, including but not limited to real estate taxes, common
area maintenance charges, insurance or utilities as provided in the space leases
for tenants. "Gross income" shall not include proceeds of any sale, refinancing,
condemnation or insured casualty in respect of the Property." In the event that
this Agreement shall commence on a date other than the first day of a calendar
month or shall terminate on a date other than the last day of a calendar month,
the installment of the Management Fee payable for that month shall be prorated
for the actual number of days that this Agreement is effective in that calendar
month.
B. Manager shall receive no commissions, fees or other compensation
(other than the Management Fee) in connection with any leasing or sale of any
part of or the entire Property or the procuring of any financing or refinancing
with respect thereto; provided, however, that nothing contained herein shall in
any way restrict the commissions, fees and other compensation otherwise payable
to any affiliate of Manager by Owner or its affiliates pursuant to the Retention
Agreement.
C. In the event that Manager desires to provide services not
required to be performed hereunder ("Additional Services") for the benefit of a
tenant of the Property, Manager shall notify Owner in advance of its intention
to provide Additional Services to a tenant or tenants where those services are
substantial in nature. Owner shall have the right to prohibit Manager from
undertaking such services, if, in its judgment, the performance by Manager of
the Additional Services would adversely affect the professional relationship and
duties of Manager created by this Agreement.
ARTICLE IV
Management Services
A. Manager agrees to operate and manage the Property and to perform.
or cause to be performed by outside contractors and under Manager's supervision,
the following functions on behalf of Owner in an efficient and diligent manner
using the same standard of care, including bidding and selection processes,
segregation of funds. internal controls and internal
2
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auditing, used by Vornado Realty Trust in connection with its business and in
connection with properties owned and managed by Vornado Realty Trust:
1. Preparing, or causing to be prepared at Owner's expense,
and filing all income, franchise and other tax returns relating to
the Property required to be filed by Owner.
2. Keeping true and complete books of account in which shall
be entered fully and accurately each transaction of Owner's business
relating to the Property. The books shall be kept in accordance with
the accrual method of accounting, and shall reflect all transactions
of Owner's business relating to the Property.
3. Except as otherwise provided hereunder, procuring, at
Owner's expense and at the direction of Owner or the Owner's
insurance brokers or insurance advisors, any insurance required or
desirable in connection with Owner's business relating to the
Property or the employees required to operate Owner's business
relating to the Property and errors and omissions insurance for
Manager, under which Owner shall be the sole beneficiary. Manager
shall not settle any claim for a settlement amount in excess of
$100,000 without the approval of Owner.
4. Providing all general bookkeeping and accounting services
required by the provisions of this Agreement at the expense of
Manager. Any independent certified public accountant engaged by
Manager shall be subject to the approval of Owner and all fees and
expenses payable to such accountant shall be at Owner's expense.
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Alexander's
As referenced in this Management Agreement:
Alexander's
Inc – with the operation and management of the Property.
ARTICLE V
Annual Budget
A. On or before the beginning of each fiscal year of Alexander's
Inc ., Manager shall prepare and submit to Owner a proposed budget (hereinafter
referred to as the "Proposed Budget") of the estimated operating and
_____________
Alexander's, Inc – notice to the other party if Manager
or Owner shall determine in good faith that this Agreement shall or may deprive
Manager or Alexander's, Inc . of any benefits appurtenant to that Party's future
qualification as a REIT under all applicable laws, including, without
limitation, the Internal
_____________
Alexander's Inc – H. Notwithstanding anything to the contrary contained elsewhere
herein, in the event that the Management and Development Agreement dated
February 6. 1995 between Alexander's Inc . and Vornado Realty Trust is terminated
for any reason, Owner shall have the option to terminate this Management
Agreement upon written notice
_____________
.Alexander's, Inc – of Vornado Realty Trust
or any affiliate thereto in connection with any loan facility provided by
Vornado Realty Trust or such affiliate to .Alexander's, Inc . and/or its
subsidiary.
H. Anything contained in this Agreement to the contrary
notwithstanding, Manager's agreement to undertake the obligations set
_____________
Alexander's (inc – REIT entitled
to the benefits of Section 856 et seq., of the Code, (B) the imposition of any
penalty or similar tax on Alexander's (inc luding, without being limited to, the
tax imposed on the failure to meet certain income requirements under Section
857(b)(5) of the
_____________
dt 173602
;
Sears, Roebuck
As referenced in this Management Agreement:
Sears, Roebuck – Vornado, Inc., has agreed to
act as leasing agent with respect to, among other things, the space at the
Property currently leased to Sears, Roebuck & Co.
ARTICLE II
Term
A. The term of this Agreement shall commence on the date hereof and
shall continue until midnight on
_____________
dt 178285
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Vornado Realty
As referenced in this Management Agreement:
Vornado Realty Trust, – Owner and
Manager have heretofore entered into that certain Real Estate Retention
Agreement, dated as of July 20, 1992 (the "Retention Agreement"), whereby
Vornado Realty Trust, as successor in interest to Vornado, Inc., has agreed to
act as leasing agent with respect to, among other things, the space
_____________
Vornado Realty Trust – using the same standard of care, including bidding and selection processes,
segregation of funds. internal controls and internal
2
{PAGE}
auditing, used by Vornado Realty Trust in connection with its business and in
connection with properties owned and managed by Vornado Realty Trust:
1. Preparing, or causing to be
_____________
Vornado Realty Trust: – internal
2
{PAGE}
auditing, used by Vornado Realty Trust in connection with its business and in
connection with properties owned and managed by Vornado Realty Trust:
1. Preparing, or causing to be prepared at Owner's expense,
and filing all income, franchise and other tax returns relating to
_____________
Vornado Realty Trust – Agreement to any Specified Vornado Affiliate (as defined herein)
without the consent of Owner, provided that, (a) in connection with any such
assignment, Vornado Realty Trust provides to Owner a guarantee, in form and
substance reasonably satisfactory to Owner, of the duties and obligations of the
Specified Vornado Affiliate
_____________
Vornado Realty Trust – Specified Vornado Affiliate under this Agreement and agrees, to the extent
necessary, to make available to the Specified Vornado Affiliate the resources of
Vornado Realty Trust for the purposes of carrying out such duties and
obligations, (b) notwithstanding any such assignment to a Specified Vornado
Affiliate, the indemnification of
_____________
dt 173749
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