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$55	Preview Full Doc	2003	Purchase and Sale Agreement Purchase and Sale Agreement (104K) Doc #215876: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT Memorandum of Agreement made as of this 21st day of August, 2003. BETWEEN: XML-GLOBAL TECHNOLOGIES, INC., a corporation constituted under the laws of the State of Colorado having an address c/o Suite 22, 1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7 (hereinafter referred to as "XML") (the party of the FIRST PART) - and - EACH SUBSIDIARY OF XML, listed on Schedule 3.1(h) hereto (hereinafter referred to individually as a "Subsidiary and collectively as the "Subsidiaries"") (the parties of the SECOND PART) (XML and the Subsidiaries . . . 215876	Xenos Group Xenos Group Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: xml-global technologies – XML-GLOBAL TECHNOLOGIES , INC., a corporation constituted under the laws of the State of Colorado having an xenos group – SECOND PART) (XML and the Subsidiaries being hereinafter referred to collectively as the "Vendor") - and - XENOS GROUP INC., a corporation constituted under the laws of the Province of Ontario having an address xenos group – the Price Guarantee, if any. The Purchaser and its insiders will not purchase shares of Xenos Group Inc. in the market during the final 30 days of the Escrow Period. 2.7& xml-global technologies – addressed to the respective parties as follows: (a) the Vendor or XML: XML-Global Technologies , Inc. C/O 1818 Cornwall Avenue, Suite 22 Vancouver, British Columbia xenos group – The Chief Operating Officer Telecopier: 604-717-1107 (b) the Purchaser: Xenos Group Inc. 95 Mural Street, Suite 201 Richmond Hill, Ontario L4B 3G2 dt 15207 ; Xenos Group Xenos Group Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: xml-global technologies, – XML-GLOBAL TECHNOLOGIES, INC., a corporation constituted under the laws of the State of Colorado having an xml-global technologies, – addressed to the respective parties as follows: (a) the Vendor or XML: XML-Global Technologies, Inc. C/O 1818 Cornwall Avenue, Suite 22 Vancouver, British Columbia xml -global technologies, – been executed by each of the parties as of the date first above written. XML -Global Technologies, Inc. per: ___________________________________ authorized signature XML Technologies Inc. per: ___________________________________ authorized dt 15208 ;	XML-Global XML-Global Technologies, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: XML-GLOBAL TECHNOLOGIES, INC. – EX-10.38 6 kexh1038.htm EXECUTION COPY PURCHASE AND SALE AGREEMENT Memorandum of Agreement made as of this 21st day of August, 2003. BETWEEN: XML-GLOBAL TECHNOLOGIES, INC. , a corporation constituted under the laws of the State of Colorado having an address c/o Suite 22, 1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7 (hereinafter referred to _____________ XML-Global Technologies, Inc. – by prepaid registered mail or transmitted by facsimile or other form of recorded communication tested prior to transmission addressed to the respective parties as follows: (a) the Vendor or XML: XML-Global Technologies, Inc. C/O 1818 Cornwall Avenue, Suite 22 Vancouver, British Columbia V6J 1C7 Attention: The Chief Operating Officer Telecopier: 604-717-1107 (b) the Purchaser: Xenos Group Inc. 95 Mural _____________ dt 1331046 ; XML-Global XML-Global Technologies, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: XML-GLOBAL TECHNOLOGIES, INC. – EX-10.38 6 kexh1038.htm EXECUTION COPY PURCHASE AND SALE AGREEMENT Memorandum of Agreement made as of this 21st day of August, 2003. BETWEEN: XML-GLOBAL TECHNOLOGIES, INC. , a corporation constituted under the laws of the State of Colorado having an address c/o Suite 22, 1818 Cornwall Avenue, Vancouver, British Columbia V6J 1C7 (hereinafter referred to _____________ XML-Global Technologies, Inc. – by prepaid registered mail or transmitted by facsimile or other form of recorded communication tested prior to transmission addressed to the respective parties as follows: (a) the Vendor or XML: XML-Global Technologies, Inc. C/O 1818 Cornwall Avenue, Suite 22 Vancouver, British Columbia V6J 1C7 Attention: The Chief Operating Officer Telecopier: 604-717-1107 (b) the Purchaser: Xenos Group Inc. 95 Mural _____________ dt 1312043
$50	Preview Full Doc	2002	Asset Purchase and Sale Agreement Asset Purchase and Sale Agreement (85K) Doc #215924: Click preview link for longer preview. ASSET PURCHASE AND SALE AGREEMENT Dated as of August 23, 2002 between VERTAPORT, INC. and XML - GLOBAL TECHNOLOGIES, INC. TABLE OF CONTENTS SECTION 1: GENERAL DEFINITIONS -1- 1.1 Best Knowledge. . . . 215924	Xenos Group Xenos Group Inc. ( Software & Programming ) As referenced in this Asset Purchase and Sale Agreement: xml - global technologies – n VERTAPORT, INC. and XML - GLOBAL TECHNOLOGIES , INC. TABLE OF CONTENTS SECTION 1: GENERAL DEFINITIONS & xml - global technologies – THIS AGREEMENT is made and entered into effective this ___ day of August, 2002, by XML - GLOBAL TECHNOLOGIES , INC., a Colorado corporation, and VERTAPORT, INC., a Delaware corporation, ("Seller"). WITNESSETH & xml - global technologies – or permitted under this Agreement shall be addressed as set forth below: If Buyer, to: XML - Global Technologies , Inc. ATTN: Peter Shandro 1818 Cornwall, Suite 9 Vancouver, British Columbia Canada V6J 1C7 ( xml - global technologies – the parties have signed the Agreement the date and year first above written. XML - GLOBAL TECHNOLOGIES , INC. ATTEST: ___________________________________ Secretary By:__________________________________ & dt 15291 ;	Xenos Group Xenos Group Inc. ( Software & Programming ) As referenced in this Asset Purchase and Sale Agreement: xml - global technologies, – n VERTAPORT, INC. and XML - GLOBAL TECHNOLOGIES, INC. TABLE OF CONTENTS SECTION 1: GENERAL DEFINITIONS & xml - global technologies, – THIS AGREEMENT is made and entered into effective this ___ day of August, 2002, by XML - GLOBAL TECHNOLOGIES, INC., a Colorado corporation, and VERTAPORT, INC., a Delaware corporation, ("Seller"). WITNESSETH & xml - global technologies, – or permitted under this Agreement shall be addressed as set forth below: If Buyer, to: XML - Global Technologies, Inc. ATTN: Peter Shandro 1818 Cornwall, Suite 9 Vancouver, British Columbia Canada V6J 1C7 ( xml - global technologies, – the parties have signed the Agreement the date and year first above written. XML - GLOBAL TECHNOLOGIES, INC. ATTEST: ___________________________________ Secretary By:__________________________________ & dt 15292
$75	Preview Full Doc	2005	Purchase and Sale Agreement Purchase and Sale Agreement (237K) Doc #916114: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is entered into as of September 2, 2005, by and between, Thoratec Corporation, a California Corporation, or its assignee (“Buyer”), and Aegis I, LLC (“Seller”), for the sale to Buyer of the Property (defined in Section 1.2.9) located in the City of Pleasanton (the “City”), County of Alameda (the “County”), and State of California (the “State”). In consideration of the mutual . . . 916114	PeopleSoft PeopleSoft, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: PEOPLESOFT, INC. – have been disclosed if Buyer had obtained a survey of the Property prior to Close of Escrow. 1.2.12 “Tenant” means ORACLE USA, INC. (as Assignee from PEOPLESOFT, INC. pursuant to the Master Assignment and Assumption Agreement dated March 1, 2005) (as tenant under the Lease dated May 9, 1996, as amended by the First Amendment to Office _____________ PeopleSoft, Inc. – is in full force and effect and each provision of which is binding on Tenant in accordance with its terms. The undersigned became Tenant by virtue of an assignment from PeopleSoft, Inc. pursuant to the Master Assignment and Assumption of Leases agreement dated March 1, 2005. The Lease has not been modified or amended in writing or orally or by course _____________ PeopleSoft, Inc. – FIRST AMENDMENT TO OFFICE LEASE “This First Amendment to Office Lease dated April 1, 1997 amends that certain office lease between The Edward Pike Company (“Landlord”) and PeopleSoft, Inc. , a Delaware corporation (“Tenant”) dated May 9, 1996 for the lease of the building located on Stoneridge Drive, Pleasanton, California (the “Lease”). Unless modified herein, _____________ PeopleSoft, Inc. – be 6101 Stoneridge Drive, Pleasanton, California. Unless revised herein, all other terms and conditions of the Lease shall remain applicable and in full force and effect. ACKNOWLEDGED AND AGREED: Tenant: PeopleSoft, Inc. Landlord: AEGIS I, LLC By: /s/ Ronald E. F. Codd By: /s/ Edward Pike Ronald E. F. Codd Edward Pike Its: Chief Financial Officer Its: Manager Date: April 4, _____________ PeopleSoft, Inc. – Pike Ronald E. F. Codd Edward Pike Its: Chief Financial Officer Its: Manager Date: April 4, 1997 Date: April 1 ,1997 Office Lease for The Edward Pike Company Landlord And PeopleSoft, Inc. Tenant Table Of Contents Page Basic Lease Information v 1. Definitions 1 1.1 Location of Definitions; Basic Lease Information 1 2. Premises 1 2.1 Premises Defined 1 _____________ dt 1788274 ;	PeopleSoft PeopleSoft, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: PEOPLESOFT, INC. – have been disclosed if Buyer had obtained a survey of the Property prior to Close of Escrow. 1.2.12 “Tenant” means ORACLE USA, INC. (as Assignee from PEOPLESOFT, INC. pursuant to the Master Assignment and Assumption Agreement dated March 1, 2005) (as tenant under the Lease dated May 9, 1996, as amended by the First Amendment to Office _____________ PeopleSoft, Inc. – is in full force and effect and each provision of which is binding on Tenant in accordance with its terms. The undersigned became Tenant by virtue of an assignment from PeopleSoft, Inc. pursuant to the Master Assignment and Assumption of Leases agreement dated March 1, 2005. The Lease has not been modified or amended in writing or orally or by course _____________ PeopleSoft, Inc. – FIRST AMENDMENT TO OFFICE LEASE “This First Amendment to Office Lease dated April 1, 1997 amends that certain office lease between The Edward Pike Company (“Landlord”) and PeopleSoft, Inc. , a Delaware corporation (“Tenant”) dated May 9, 1996 for the lease of the building located on Stoneridge Drive, Pleasanton, California (the “Lease”). Unless modified herein, _____________ PeopleSoft, Inc. – be 6101 Stoneridge Drive, Pleasanton, California. Unless revised herein, all other terms and conditions of the Lease shall remain applicable and in full force and effect. ACKNOWLEDGED AND AGREED: Tenant: PeopleSoft, Inc. Landlord: AEGIS I, LLC By: /s/ Ronald E. F. Codd By: /s/ Edward Pike Ronald E. F. Codd Edward Pike Its: Chief Financial Officer Its: Manager Date: April 4, _____________ PeopleSoft, Inc. – Pike Ronald E. F. Codd Edward Pike Its: Chief Financial Officer Its: Manager Date: April 4, 1997 Date: April 1 ,1997 Office Lease for The Edward Pike Company Landlord And PeopleSoft, Inc. Tenant Table Of Contents Page Basic Lease Information v 1. Definitions 1 1.1 Location of Definitions; Basic Lease Information 1 2. Premises 1 2.1 Premises Defined 1 _____________ dt 1707566
$71	Preview Full Doc	2005	Purchase and Sale Agreement Purchase and Sale Agreement (329K) Doc #1004480: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT BETWEEN AND AMONG WELLS OPERATING PARTNERSHIP, L.P., WELLS FUND XII ï¿½ REIT JOINT VENTURE PARTNERSHIP, WELLS FUND XIII ï¿½ REIT JOINT VENTURE PARTNERSHIP, WELLS REIT, LLC ï¿½ VA I, WELLS BREA I, L.P., WESTLAKE WELLS, L.P., DANACQ FARMINGTON HILLS LLC, DANACQ KALAMAZOO LLC, WELLS ï¿½ EDS DES MOINES, L.P., AND THE WELLS FUND XI-FUND XII-REIT JOINT VENTURE, AS SELLERS AND LEXINGTON CORPORATE PROPERTIES TRUST, AS PURCHASER February 25, 2005 TABLE OF CONTENTS . . . 1004480	ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Purchase and Sale Agreement: ABN Amro Bank N.V., – certain Assignment of Fee Construction Mortgage Deed of Trust and Assignment of Rents and Leases, dated as of December 20, 1995, between Lease Plan North American, Inc., as assignor, and ABN Amro Bank N.V., Atlanta Branch, as assignee, recorded as Instrument No. 4356, aforesaid records, as the interest of the mortgagee thereunder was further assigned pursuant to that certain Absolute Assignment of Bond _____________ ABN Amro Bank N.V. – mortgagee thereunder was further assigned pursuant to that certain Absolute Assignment of Bond and Deed of Trust, dated December 20, 2000, recorded as Instrument No. KV 3969, aforesaid records, between ABN Amro Bank N.V. (formerly referred to as ABN Amro Bank N.V., Atlanta Branch), as assignor, and Ingram Micro L.P., as assignee, as the interest of the mortgagee thereunder was further _____________ ABN Amro Bank N.V., – Absolute Assignment of Bond and Deed of Trust, dated December 20, 2000, recorded as Instrument No. KV 3969, aforesaid records, between ABN Amro Bank N.V. (formerly referred to as ABN Amro Bank N.V., Atlanta Branch), as assignor, and Ingram Micro L.P., as assignee, as the interest of the mortgagee thereunder was further assigned pursuant to that certain Assignment of Fee Construction _____________ dt 1471036 ; Alstom Alstom ( Conglomerates ) As referenced in this Purchase and Sale Agreement: Alstom – Lake Easement Deed Exhibit BB Intentionally Deleted Exhibit CC Form of Second Amendment to Gartner Office Lease Exhibit DD Form of Letter Amendment to ISS Building III Lease Exhibit EE Alstom Power Property / French Drain Work Exhibit FF Gartner Parking Plans Schedule of Exhibits Page 2 SCHEDULE OF CLOSING DOCUMENTS Schedule 1 Form of Assignment and Assumption of ASML Sub-Ground _____________ Alstom – desires to purchase such real, personal and intangible property; and WHEREAS, Wells Virginia REIT desires to sell its fee simple estate in certain improved real property defined herein as the Alstom Power Property located in the Clover Hill District, Chesterfield County, Virginia, together with certain related personal and intangible property, and Purchaser desires to purchase such real, personal and intangible property; _____________ Alstom – between Hartsfield Building LLC and Wells OP, and as affected by that certain Letter, dated December 16, 2004, from Wells OP to Midwest Logistics Partners, L.P. extending said option. Alstom Power Property shall mean that certain improved real property located in the Clover Hill District, Chesterfield County, Virginia, together with certain related personal and intangible property, being the Wells Virginia _____________ Alstom – certain improved real property located in the Clover Hill District, Chesterfield County, Virginia, together with certain related personal and intangible property, being the Wells Virginia REIT Land identified as the Alstom Power Property on EXHIBIT A-2 attached hereto and made a part hereof, together with the related Wells Virginia REIT Improvements, Wells Virginia REIT Personal Property, and Wells Virginia 3 _____________ Alstom – shall mean Bank of America, N.A. with respect to the Experian Property, the IKON Property and the Kraft Foods Property; and SouthTrust Bank, National Association with respect to the Alstom Power Property, the ASML Property and the Dial Corporation Property. Letter of Credit and Letters of Credit shall mean any one or more of those certain letters of credit delivered _____________ dt 1533215 ; EDS Electronic Data Systems Corp. ( Computer Services ) As referenced in this Purchase and Sale Agreement: Electronic Data Systems Corp – Corp. (or its successor by merger), as guarantor of certain obligations of the tenant under the Lease with Pennsylvania Cellular Telephone Corp., affecting the AT&T (PA) Property; (d) Electronic Data Systems Corp oration, as guarantor of certain obligations of the tenant under the Lease with EDS Information Services LLC, affecting the EDS Property; (e) Ingram Micro, Inc., as guarantor of certain obligations _____________ dt 1323437 ;	Gartner Gartner, Inc. ( Business Services ) As referenced in this Purchase and Sale Agreement: Gartner, Inc – Services L.L.C., a Delaware limited liability company; (n) with respect to the Experian Property, Experian Information Solutions, Inc., an Ohio corporation; (o) with respect to the Gartner Property, Gartner, Inc ., a Delaware corporation; (p) with respect to the IKON Property, IKON Office Solutions, Inc., an Ohio corporation; (q) with respect to the Ingram Micro Property, Ingram Micro L.P., _____________ Gartner, Inc – the Primary Term of such Lease (as defined therein) in accordance with the terms and provisions of such Lease, which Primary Term has not yet expired; (viii) the right of Gartner, Inc ., as tenant under its Lease affecting the Gartner Surface Parking Property, to purchase the Gartner Property in accordance with the terms of such Lease, and with respect to which _____________ Gartner, Inc – Managers. (o) Second Amendment to Gartner Office Lease. Sellers shall endeavor in good faith (but without obligation to incur any cost or expense) to obtain the execution and delivery by Gartner, Inc ., at or prior to Closing of the Gartner Property, of that certain Second Amendment to Gartner Office Lease substantially in the form attached hereto as Exhibit CC and made _____________ Gartner, Inc – Lease substantially in the form attached hereto as Exhibit CC and made a part hereof (the Gartner Lease Amendment), with such modifications thereto as may be reasonably approved requested by Gartner, Inc . and approved by Purchaser; provided, however, that the failure or inability of Sellers to obtain and deliver the Gartner Lease Amendment by Closing (Sellers having used their good faith _____________ Gartner, Inc – to the season), as evidenced by a certificate to such effect from the engineer who prepared plans for such work, and subject only to minor punch list items approved by Gartner, Inc ., as tenant, and Purchaser. Within ten (10) days following the date of substantial completion (as certified by Sellers engineer), representatives of such Sellers, Purchaser and said tenant shall jointly _____________ dt 1533755 ; Highwoods Highwoods Properties, Inc. ( Real Estate ) As referenced in this Purchase and Sale Agreement: Highwoods Properties, – Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum and polychlorinated biphenyls). Highwoods Estoppel Certificate or Highwoods Estoppel Certificates shall mean estoppel certificates to be sought from Highwoods Properties, Inc., a Maryland corporation, with respect to each of the Highwoods Rental Guaranty Agreements, in substantially the form attached hereto as EXHIBIT Y and made a part hereof. Highwoods _____________ Highwoods Properties, – as EXHIBIT Y and made a part hereof. Highwoods Rental Guaranty Agreements shall mean (a) that certain Rental Guaranty Agreement (East Shore I), dated as of November 26, 2002, between Highwoods Properties, Inc., a Maryland corporation, and Wells OP, (b) that certain Rental Guaranty Agreement (East Shore II), dated as of November 26, 2002, between Highwoods Properties, Inc., a Maryland corporation, _____________ Highwoods Properties, – of November 26, 2002, between Highwoods Properties, Inc., a Maryland corporation, and Wells OP, (b) that certain Rental Guaranty Agreement (East Shore II), dated as of November 26, 2002, between Highwoods Properties, Inc., a Maryland corporation, and Wells OP, and (c) that certain Rental Guaranty Agreement (East Shore III), dated as of November 26, 2002, between Highwoods Properties, Inc., a Maryland _____________ Highwoods Properties, – November 26, 2002, between Highwoods Properties, Inc., a Maryland corporation, and Wells OP, and (c) that certain Rental Guaranty Agreement (East Shore III), dated as of November 26, 2002, between Highwoods Properties, Inc., a Maryland corporation, and Wells OP, with respect to certain Leases affecting the Capital One Property. IKON Property shall mean that certain improved real property located in Harris _____________ Highwoods Properties, – obligation to incur any cost of expense) to obtain and deliver to Purchaser prior to Closing a written estoppel certificate in the form attached hereto as EXHIBIT Y signed by Highwoods Properties, Inc., a Maryland corporation, with respect to each of the Highwoods Rental Guaranty Agreements given and made with respect to certain Leases affecting the Capital One Property; provided that _____________ dt 1543021 ; More...
$57	Preview Full Doc	2005	Purchase and Sale Agreement Purchase and Sale Agreement (95K) Doc #1045973: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, dated April 28, 2005, by and between McINTOSH INN OF KING OF PRUSSIA, INC. ("Seller") with an address at 260 North Gulph Road, King of Prussia, PA 19406 and HERSHA HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership (ï¿½Buyerï¿½) with an address at 148 Sheraton Drive, New Cumberland, PA 17070 is entered into with reference to the recitals set forth below and all of the terms and conditions of this Agreement, and constitutes a contract of purchase and sale between the parties. . . . 1045973	Hersha Hersha Hospitality Trust ( Real Estate ) As referenced in this Purchase and Sale Agreement: Hersha Hospitality Trust, – intending to be legally bound hereby, as of the date set forth at the beginning hereof. SELLER: BUYER: McINTOSH INN OF KING OF PRUSSIA, INC. HERSHA HOSPITALITY LIMITED PARTNERSHIP By: Hersha Hospitality Trust, a Maryland business trust, its sole general partner By: By: Name: Terence M. OLeary Name: Jay H. Shah Title: Vice President Title: President & COO [JOINDER BY ESCROW AGENT _____________ dt 1399876 ; MICROS MICROS Systems, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: MICROS Systems, Inc. – separate, written agreement of Six Continents Hotels, Inc. is an event of default. 4. Intellectual Property Site License and Support Agreement between McIntosh Inn of King of Prussia, Inc. and MICROS Systems, Inc. dated July 26, 2004, as amended by the First Amendment dated July 26, 2004, which provides, pursuant to Section 12.2, that McIntosh Inn of King of Prussia, Inc. _____________ MICROS Systems, Inc. – 26, 2004, which provides, pursuant to Section 12.2, that McIntosh Inn of King of Prussia, Inc. may not assign or transfer the Agreement without the prior written consent of MICROS Systems, Inc. and, pursuant to the First Amendment, that MICROS Systems, Inc. shall consent to one (1) transfer of the license rights under the Agreement provided certain conditions are met. 5. _____________ MICROS Systems, Inc. – McIntosh Inn of King of Prussia, Inc. may not assign or transfer the Agreement without the prior written consent of MICROS Systems, Inc. and, pursuant to the First Amendment, that MICROS Systems, Inc. shall consent to one (1) transfer of the license rights under the Agreement provided certain conditions are met. 5. VCRO Contract between Six Continents Hotels, Inc. and McIntosh Inn _____________ dt 1510425 ;	MICROS MICROS Systems, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: MICROS Systems, Inc. – separate, written agreement of Six Continents Hotels, Inc. is an event of default. 4. Intellectual Property Site License and Support Agreement between McIntosh Inn of King of Prussia, Inc. and MICROS Systems, Inc. dated July 26, 2004, as amended by the First Amendment dated July 26, 2004, which provides, pursuant to Section 12.2, that McIntosh Inn of King of Prussia, Inc. _____________ MICROS Systems, Inc. – 26, 2004, which provides, pursuant to Section 12.2, that McIntosh Inn of King of Prussia, Inc. may not assign or transfer the Agreement without the prior written consent of MICROS Systems, Inc. and, pursuant to the First Amendment, that MICROS Systems, Inc. shall consent to one (1) transfer of the license rights under the Agreement provided certain conditions are met. 5. _____________ MICROS Systems, Inc. – McIntosh Inn of King of Prussia, Inc. may not assign or transfer the Agreement without the prior written consent of MICROS Systems, Inc. and, pursuant to the First Amendment, that MICROS Systems, Inc. shall consent to one (1) transfer of the license rights under the Agreement provided certain conditions are met. 5. VCRO Contract between Six Continents Hotels, Inc. and McIntosh Inn _____________ dt 1510435 ; Cozen O'Connor Cozen O'Connor ( Legal ) As referenced in this Purchase and Sale Agreement: Cozen OConnor – later than the Scheduled Closing Date. The Parties may mutually agree to close prior to the Scheduled Closing Date. (b) The Closing shall take place either at the offices of Cozen OConnor , 1900 Market Street, Philadelphia, PA 19103, or such other place as Buyer and Seller mutually agree, at 10:00 A.M. on the Scheduled Closing Date. 4.2 Buyer' _____________ Cozen OConnor – or to such other address as any party may give to the other in writing for such purpose. If to Seller: McIntosh Inn of King of Prussia, Inc. c/o Cozen OConnor 1900 Market Street Philadelphia, PA 19103 Attention: Larry P. Laubach, Esquire 24 If to the Buyer: Hersha Hospitality Limited Partnership 148 Sheraton Drive New Cumberland, PA 17070 Attention: Neil _____________ dt 1506983
$99	Preview Full Doc	2005	Purchase and Sale Agreement Purchase and Sale Agreement (392K) Doc #1053522: Click preview link for longer preview. BETWEEN AND AMONG WELLS OPERATING PARTNERSHIP, L.P., WELLS FUND XII - REIT JOINT VENTURE PARTNERSHIP, WELLS FUND XIII - REIT JOINT VENTURE PARTNERSHIP, WELLS REIT, LLC - VA I, WELLS BREA I, L.P., WESTLAKE WELLS, L.P., DANACQ FARMINGTON HILLS LLC, DANACQ KALAMAZOO LLC, WELLS - EDS DES MOINES, L.P., . . . 1053522	ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Purchase and Sale Agreement: ABN Amro Bank N.V., – certain Assignment of Fee Construction Mortgage Deed of Trust and Assignment of Rents and Leases, dated as of December 20, 1995, between Lease Plan North American, Inc., as assignor, and ABN Amro Bank N.V., Atlanta Branch, as assignee, recorded as Instrument No. 4356, aforesaid records, as the interest of the "mortgagee" thereunder was further assigned pursuant to that certain Absolute Assignment of Bond _____________ ABN Amro Bank N.V. – mortgagee" thereunder was further assigned pursuant to that certain Absolute Assignment of Bond and Deed of Trust, dated December 20, 2000, recorded as Instrument No. KV 3969, aforesaid records, between ABN Amro Bank N.V. (formerly referred to as ABN Amro Bank N.V., Atlanta Branch), as assignor, and Ingram Micro L.P., as assignee, as the interest of the "mortgagee" thereunder was further _____________ ABN Amro Bank N.V., – Absolute Assignment of Bond and Deed of Trust, dated December 20, 2000, recorded as Instrument No. KV 3969, aforesaid records, between ABN Amro Bank N.V. (formerly referred to as ABN Amro Bank N.V., Atlanta Branch), as assignor, and Ingram Micro L.P., as assignee, as the interest of the "mortgagee" thereunder was further assigned pursuant to that certain Assignment of Fee Construction _____________ dt 1471074 ; Alstom Alstom ( Conglomerates ) As referenced in this Purchase and Sale Agreement: Alstom – Lake Easement Deed Exhibit "BB" Intentionally Deleted Exhibit "CC" Form of Second Amendment to Gartner Office Lease Exhibit "DD" Form of Letter Amendment to ISS Building III Lease Exhibit "EE" Alstom Power Property / French Drain Work Exhibit "FF" Gartner Parking Plans Schedule of Exhibits Purchase and Sale Agreement Page 2 SCHEDULE OF CLOSING DOCUMENTS Schedule 1 Form of Assignment and _____________ "Alstom – desires to purchase such real, personal and intangible property; and WHEREAS, Wells Virginia REIT desires to sell its fee simple estate in certain improved real property defined herein as the "Alstom Power Property" located in the Clover Hill District, Chesterfield County, Virginia, together with certain related personal and intangible property, and Purchaser desires to purchase such real, personal and intangible property; _____________ "Alstom – between Hartsfield Building LLC and Wells OP, and as affected by that certain Letter, dated December 16, 2004, from Wells OP to Midwest Logistics Partners, L.P. extending said option. "Alstom Power Property" shall mean that certain improved real property located in the Clover Hill District, Chesterfield County, Virginia, together with certain related personal and intangible property, being the Wells Virginia _____________ "Alstom – certain improved real property located in the Clover Hill District, Chesterfield County, Virginia, together with certain related personal and intangible property, being the Wells Virginia REIT Land identified as the "Alstom Power Property" on EXHIBIT "A-2" attached hereto and made a part hereof, together with the related Wells Virginia REIT Improvements, Wells Virginia REIT Personal Property, and Wells Virginia 3 _____________ Alstom – shall mean Bank of America, N.A. with respect to the Experian Property, the IKON Property and the Kraft Foods Property; and SouthTrust Bank, National Association with respect to the Alstom Power Property, the ASML Property and the Dial Corporation Property. "Letter of Credit" and "Letters of Credit" shall mean any one or more of those certain letters of credit delivered _____________ dt 1533216 ; AT&T Wireless AT&T Wireless Services, Inc. ( Communications Services ) As referenced in this Purchase and Sale Agreement: AT&T Wireless Services, Inc – Property, AmeriCredit Financial Services, Inc., a Delaware corporation; (d) with respect to the ASML Property, ASM Lithography, Inc., a Delaware corporation; (e) with respect to the AT&T (OK) Property, AT&T Wireless Services, Inc ., a Delaware corporation (successor in interest to AT&T Corp., a New York corporation); (f) with respect to the AT&T (PA) Property, Pennsylvania Cellular Telephone Corp., a North _____________ dt 1338553 ;	EDS Electronic Data Systems Corp. ( Computer Services ) As referenced in this Purchase and Sale Agreement: Electronic Data Systems Corp – Financial Corp. (or its successor by merger), as guarantor of certain obligations of the tenant under the Lease with Pennsylvania Cellular Telephone Corp., affecting the AT&T (PA) Property; (d) Electronic Data Systems Corp oration, as guarantor of certain obligations of the tenant under the Lease with EDS Information Services LLC, affecting the EDS Property; (e) Ingram Micro, Inc., as guarantor of certain obligations _____________ dt 1323441 ; Gartner Gartner, Inc. ( Business Services ) As referenced in this Purchase and Sale Agreement: Gartner, Inc – Services L.L.C., a Delaware limited liability company; (n) with respect to the Experian Property, Experian Information Solutions, Inc., an Ohio corporation; (o) with respect to the Gartner Property, Gartner, Inc ., a Delaware corporation; (p) with respect to the IKON Property, IKON Office Solutions, Inc., an Ohio corporation; (q) with respect to the Ingram Micro Property, Ingram Micro L.P., _____________ Gartner, Inc – the "Primary Term" of such Lease (as defined therein) in accordance with the terms and provisions of such Lease, which Primary Term has not yet expired; (viii) the right of Gartner, Inc ., as tenant under its Lease affecting the Gartner Surface Parking Property, to purchase the Gartner Property in accordance with the terms of such Lease, and with respect to which _____________ Gartner, Inc – Managers. (o) Second Amendment to Gartner Office Lease. Sellers shall endeavor in good faith (but without obligation to incur any cost or expense) to obtain the execution and delivery by Gartner, Inc ., at or prior to Closing of the Gartner Property, of that certain Second Amendment to Gartner Office Lease substantially in the form attached hereto as Exhibit "CC" and made _____________ Gartner, Inc – Lease substantially in the form attached hereto as Exhibit "CC" and made a part hereof (the "Gartner Lease Amendment"), with such modifications thereto as may be reasonably approved requested by Gartner, Inc . and approved by Purchaser; provided, however, that the failure or inability of Sellers to obtain and deliver the Gartner Lease Amendment by Closing (Sellers having used their good faith _____________ Gartner, Inc – to the season), as evidenced by a certificate to such effect from the engineer who prepared plans for such work, and subject only to minor punch list items approved by Gartner, Inc ., as tenant, and Purchaser. Within ten (10) days following the date of substantial completion (as certified by Seller's engineer), representatives of such Sellers, Purchaser and said tenant shall _____________ dt 1533756 ; More...
$51	Preview Full Doc	2004	Purchase and Sale Agreement Purchase and Sale Agreement (82K) Doc #1076175: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT Purchase and Sale Agreement Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made and entered into as of the 12^th day of April, 2004 (the “Effective Date”), by and among ONE GLENLAKE, L.L.C., a Georgia limited liability company (“Seller”), WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (“Buyer”), and EASTDIL REALTY COMPANY, LLC, a New York limited liability company (“Broker”). W I T N E S S E T H: 1. Agreement to Sell and Purchase. For and in consideration . . . 1076175	Siebel Systems Siebel Systems, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: Siebel Systems, Inc. – plus (ii) the then remaining balance of the tenant improvement allowance due under and pursuant to the terms and conditions of that certain Lease Agreement by and between Seller and Siebel Systems, Inc. dated as of September 10, 2001, as amended (the tenant under such Lease Agreement is herein referred to as “Siebel”). Without limiting the generality of the terms _____________ dt 1372179 ; Siebel Systems Siebel Systems, Inc. ( Software & Programming ) As referenced in this Purchase and Sale Agreement: Siebel Systems, Inc. – plus (ii) the then remaining balance of the tenant improvement allowance due under and pursuant to the terms and conditions of that certain Lease Agreement by and between Seller and Siebel Systems, Inc. dated as of September 10, 2001, as amended (the tenant under such Lease Agreement is herein referred to as “Siebel”). Without limiting the generality of the terms _____________ dt 1372216 ;	Wells Operating Wells Operating Partnership II, LP ( Miscellany ) As referenced in this Purchase and Sale Agreement: WELLS OPERATING PARTNERSHIP II, L – into as of the 12th day of April, 2004 (the “Effective Date”), by and among ONE GLENLAKE, L.L.C., a Georgia limited liability company (“Seller”), WELLS OPERATING PARTNERSHIP II, L .P., a Delaware limited partnership (“Buyer”), and EASTDIL REALTY COMPANY, LLC, a New York limited liability company (“Broker”). W I T N E S S _____________ WELLS OPERATING PARTNERSHIP II, L – copy to: Kilpatrick Stockton L.L.P. 1100 Peachtree Street Suite 2800 Atlanta Georgia 30309 Attention: Mark A. Palmer Telephone Number: (404) 815-6105 Telecopy Number: (404) 541-3327 BUYER: WELLS OPERATING PARTNERSHIP II, L .P., a Delaware limited partnership Date of signature: By: Name: Title: Initial address for notices: Attention: Telephone Number: ( ) Telecopy Number: ( ) BROKER: EASTDIL REALTY COMPANY, LLC, a New York limited _____________ dt 1533350 ; Kilpatrick Kilpatrick Stockton ( Legal ) As referenced in this Purchase and Sale Agreement: Kilpatrick Stockton – applied as part payment of the Purchase Price. 4. Closing. The closing of the purchase and sale of the Property (“Closing”) shall be held at the offices of Kilpatrick Stockton LLP, Suite 2800, 1100 Peachtree Street, Atlanta, Georgia, at 10:00 A.M. on May 10, 2004 (the “Closing Date”); provided, however, that Buyer may extend the _____________ Kilpatrick Stockton – Center IV 3225 Cumberland Boulevard, Suite 400 Atlanta, Georgia 30339-5939 Attention: Adams D. Little III Telephone Number: (770) 980-0808 Telecopy Number: (770) 984-8630 With a copy to: Kilpatrick Stockton L.L.P. 1100 Peachtree Street Suite 2800 Atlanta Georgia 30309 Attention: Mark A. Palmer Telephone Number: (404) 815-6105 Telecopy Number: (404) 541-3327 BUYER: WELLS OPERATING PARTNERSHIP _____________ dt 1383869
$51	Preview Full Doc	2001	Purchase and Sale Agreement Purchase and Sale Agreement (165K) Doc #1115615: Click preview link for longer preview. PURCHASE AND SALE AGREEMENT by and between WHSUM Real Estate Limited Partnership, a Delaware limited partnership "Seller" and Mercury Interactive Corporation, a Delaware corporation "Buyer" <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Section . . . 1115615	Mercury Mercury Interactive Corp. ( Software & Programming )
$55	Preview Full Doc	2002	Stock Purchase and Sale Agreement Stock Purchase and Sale Agreement (136K) Doc #1121866: Click preview link for longer preview. STOCK PURCHASE AND SALE AGREEMENT AMONG BRFC LLC, INTUIT INC., QUICKEN LOANS INC. AND TITLE SOURCE, INC. DATED June 20, 2002 ? We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission (SEC). We omitted such portions from this filing and filed them separately with the SEC. TABLE OF CONTENTS . . . 1121866	Intuit Intuit Inc. ( Software & Programming ) As referenced in this Stock Purchase and Sale Agreement: INTUIT INC. – Exhibit 2.01 EX-2.01 3 f83386exv2w01.htm EXHIBIT 2.01 EXHIBIT 2.01 CONFIDENTIAL TREATMENT REQUESTED STOCK PURCHASE AND SALE AGREEMENT AMONG BRFC LLC, INTUIT INC. , QUICKEN LOANS INC. AND TITLE SOURCE, INC. DATED June 20, 2002 We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment _____________ INTUIT INC. – 11 Waiver of Jury Trial. 37 9 GLOSSARY. 37 iv STOCK PURCHASE AND SALE AGREEMENT THIS STOCK PURCHASE AND SALE AGREEMENT (Agreement) is made as of June 20, 2002 among INTUIT INC. , a Delaware corporation (Seller), BRFC LLC, a Michigan limited liability company (Buyer), QUICKEN LOANS INC., a Michigan corporation (Quicken Loans), and TITLE SOURCE, INC., a Michigan corporation (Title Source). _____________ Intuit Inc. – deposit in the mails, if mailed by registered or certified mail, postage prepaid, to the following addresses: If to Seller: If sent by registered or certified mail or telecopy, to: Intuit Inc. Attn: General Counsel Legal Dept. P.O. Box 7850 Mountain View, CA 94039-6622 Fax No.: (650) 944-6622 If personally delivered or delivered by courier, to: Intuit Inc. _____________ Intuit Inc. – to: Intuit Inc. Attn: General Counsel Legal Dept. P.O. Box 7850 Mountain View, CA 94039-6622 Fax No.: (650) 944-6622 If personally delivered or delivered by courier, to: Intuit Inc. Attn: General Counsel Legal Dept. 2550 Garcia Avenue Mountain View, CA 94043 Fax No.: (650) 944-6622 with a copy to (which shall not constitute notice): 34 Fenwick & _____________ INTUIT INC. – the parties have executed this Agreement as of the date set forth in the introductory paragraph of this Agreement. BUYER: BRFC LLC By: /s/ Daniel B. Gilbert Its: Manager SELLER: INTUIT INC. By: /s/ Raymond G. Stern Its: Senior Vice President Corporate Development & Strategy QUICKEN LOANS: QUICKEN LOANS INC. By: /s/ William Emerson Its: Chief Executive Officer TITLE SOURCE: TITLE _____________ dt 1469815 ; Intuit Intuit Inc. ( Software & Programming ) ;	Honigman Miller Honigman Miller Schwartz and Cohn ( Legal ) As referenced in this Stock Purchase and Sale Agreement: Honigman Miller – 2, $33,000,000 in cash (the Purchase Price). 1.4 The Closing. The Closing under this Agreement shall be held at 10:00 a.m. at the offices of Honigman Miller Schwartz and Cohn LLP, 2290 First National Building, Detroit, 4 Michigan 48226-3583 on July 31, 2002, or such other day and time as Buyer and Seller shall mutually _____________ Honigman Miller – 494-1417 If to Buyer, to: BRFC LLC 20555 Victor Parkway Livonia, Michigan 48152 Attention: General Counsel with a copy to (which shall not constitute notice): Alan S. Schwartz, Esq. Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226-3583 or to such other address as a party may have furnished to the other _____________ dt 1327076
$54	Preview Full Doc	2003	Stock Purchase and Sale Agreement Stock Purchase and Sale Agreement (161K) Doc #1126888: Click preview link for longer preview. STOCK PURCHASE AND SALE AGREEMENT BETWEEN IDX SYSTEMS CORPORATION (the ?Seller?) and TOTAL eMED, INC. (the ?Buyer?) April 10, 2003 ARTICLE I STOCK PURCHASE 1 1.1 Sale and Transfer of Stock 1 1.2 Purchase Price 1 1.3 The Closing 1 1.4 Working Capital Adjustment 2 1.5 Further Assurances . . . 1126888	Allscripts Allscripts Healthcare Solutions Inc. ( Software & Programming ) As referenced in this Stock Purchase and Sale Agreement: Allscripts Healthcare Solutions, Inc. – Party shall be free to take any and all actions required or contemplated under the Sellers strategic alliance relationship, as the same may be amended from time to time, with Allscripts Healthcare Solutions, Inc. or any successor thereto (collectively, Allscripts), it being agreed that the Seller shall not amend its relationship with Allscripts in any manner that would require the Seller to breach _____________ dt 1484369 ; Allscripts Allscripts Healthcare Solutions Inc. ( Software & Programming ) As referenced in this Stock Purchase and Sale Agreement: Allscripts Healthcare Solutions, Inc. – Party shall be free to take any and all actions required or contemplated under the Sellers strategic alliance relationship, as the same may be amended from time to time, with Allscripts Healthcare Solutions, Inc. or any successor thereto (collectively, Allscripts), it being agreed that the Seller shall not amend its relationship with Allscripts in any manner that would require the Seller to breach _____________ dt 1484373 ;	IDX Systems IDX Systems Corp. ( Software & Programming )
$37	Full Doc	2003	Stock Purchase and Sale Agreement Stock Purchase and Sale Agreement (4K) Doc #1126889: This document is immediately available for purchase, but does not have a preview available for viewing. 1126889	IDX Systems IDX Systems Corp. ( Software & Programming )
$36	Full Doc	2002	Stock Purchase and Sale Agreement Stock Purchase and Sale Agreement (15K) Doc #1138562: This document is immediately available for purchase, but does not have a preview available for viewing. 1138562	CYCH