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Agreement of Lease
Agreement of Lease (286K)
Doc #223367: Click preview link for longer preview.
ORIGINAL
Number 4
of 6 Executed
Counterparts
______________________________________________________________________________
AGREEMENT OF LEASE
between
COOKE PROPERTIES INC., Landlord,
and
MINERALS TECHNOLOGIES INC., Tenant.
PREMISES:
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
The Entire 19th and 20th Floors
TABLE OF CONTENTS
Article
Page
ARTICLE 1
DEMISE, PREMISES, TERM, RENT, LANDLORD'S WORK . . .
223367
|
 Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank, – set forth in Section 27.1 hereof.
"Base Rate" shall mean the rate of interest publicly announced from time-to-time by The Chase Manhattan Bank, N.A., or its successor, as its "prime lending rate" (or such other term as may be used by The Chase Manhattan
_____________
Chase Manhattan Bank, – Chase Manhattan Bank, N.A., or its successor, as its "prime lending rate" (or such other term as may be used by The Chase Manhattan Bank, N.A., from time-to-time, for the rate presently referred to as its "prime lending rate").
"Base Taxes" shall have the
_____________
dt 102270
;
Minerals Tech.
As referenced in this Agreement of Lease:
minerals technologies – 4
of 6 Executed
Counterparts
______________________________________________________________________________
AGREEMENT OF LEASE
between
COOKE PROPERTIES INC., Landlord,
and
MINERALS TECHNOLOGIES INC., Tenant.
PREMISES:
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
The
minerals technologies, – 1 hereof.
"Tenant" on the date as of which this Lease is made, shall mean Minerals Technologies, Inc., a Delaware corporation, having an office at 235 East 42nd Street, New York,
minerals technologies, – thereafter becoming due.
ARTICLE 41
ADDITIONAL SPACE OPTION
Section 41.1
(a) Provided that (i) Minerals Technologies, Inc. is the Tenant, (ii) Tenant shall itself then occupy and shall be conducting
minerals technologies – COOKE PROPERTIES INC.
By: /s/Michael R. Dillow
Name: Michael R. Dillow
Title: Vice President
MINERALS TECHNOLOGIES INC.
By: /s/Howard R. Crabtree
Name: Howard R. Crabtree
Title: Vice President
-93-
dt 20176
;
REBNY
As referenced in this Agreement of Lease:
Real Estate Board of New York, – other requesting arbitration and the parties hereto agree to allow the then President of the Real Estate Board of New York, Inc. (or any successor organization serving a similar function) to designate one of the
Real Estate Board of New York, – do so by either party, then the parties agree to allow the president of the Real Estate Board of New York, Inc., or any successor organization serving a similar function, to designate the Appraiser and
Real Estate Board of New York, – Each party shall have the right to submit the matter to the president of the Real Estate Board of New York, Inc. for designation of the Appraiser and a determination of the Fair Rental Value
dt 69134
;
|
NYCHA
As referenced in this Agreement of Lease:
New York Clearing House Association – a banking corporation ("Bank") reasonably satisfactory to Landlord and which is a member of the New York Clearing House Association or successor thereto. Such letter of credit shall have an expiration date no earlier than
_____________
dt 84817
;
Cooke Properties Inc.
|
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Agreement of Lease
Agreement of Lease (296K)
Doc #860379: Click preview link for longer preview.
AGREEMENT OF LEASE
between
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
And
ELAS SECURITIES ACQUISITION CORP.,
Landlord
And
NATIONAL FINANCIAL PARTNERS CORP.,
Tenant
787 Seventh . . .
860379
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank – is required to plead or answer thereto.
ARTICLE 7
SUBORDINATION
Section 7.1 (a) Landlord hereby represents and warrants that as of the
date hereof, the only Mortgagee is The Chase Manhattan Bank and there is no
Lessor. The Mortgage which affects the Real Property as of the date hereof shall
be subject and subordinate in all respects to this Lease and all
_____________
dt 1425987
;
Citibank
As referenced in this Agreement of Lease:
Citibank, N.A. – hereof.
"Base Operating Year" shall have the meaning set forth in Section 27.1
hereof.
"Base Rate" shall mean the rate of interest publicly announced from
time to time by Citibank, N.A. , or its successor, as its "base rate" (or such
other term as may be used by Citibank, N.A., from time to time, for the rate
presently referred to
_____________
Citibank, N.A. – the rate of interest publicly announced from
time to time by Citibank, N.A., or its successor, as its "base rate" (or such
other term as may be used by Citibank, N.A. , from time to time, for the rate
presently referred to as its "base rate").
"Base Taxes" shall have the meaning set forth in Section 27.1 hereof.
"Broker" shall
_____________
dt 1478750
;
|
NFP
As referenced in this Agreement of Lease:
NATIONAL FINANCIAL PARTNERS CORP – 2000
<TEXT>
<PAGE>
Exhibit 10.9
AGREEMENT OF LEASE
between
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
And
ELAS SECURITIES ACQUISITION CORP.,
Landlord
And
NATIONAL FINANCIAL PARTNERS CORP .,
Tenant
787 Seventh Avenue
New York, New York 10019
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
<PAGE>
TABLE OF CONTENTS
Page
----
DEFINITIONS...................................................................1
_____________
National Financial Partners Corp – Tax Year" shall have the meaning set forth in Section 27.1 hereof.
5
<PAGE>
"Tenant," on the date as of which this Lease is made, shall mean
National Financial Partners Corp ., a Delaware corporation, having an address
prior to the Business Date at 1301 Avenue of the Americas, 30th Floor, New York,
New York 10019, and thereafter at the Premises,
_____________
dt 1532119
;
 Schulte Roth
As referenced in this Agreement of Lease:
Schulte Roth – Tenant or any agent or employee of Tenant be found if
mailed subsequent to Tenant's vacating, deserting, abandoning or surrendering
the Premises, in each case with a copy to Schulte Roth & Zabel LLP, 900 Third
Avenue, New York, New York 10022, attention: Robert S. Nash, Esq., or,
if to Landlord at Landlord's address set forth in this Lease,
_____________
dt 1536011
|
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2. Term of Lease
2. Term of Lease (80K)
Doc #1160742: Click preview link for longer preview.
LEASE, LEASE AMENDMENT AND LEASE ASSIGNMENT
RELATING TO
CARLSTADT, NEW JERSEY FACILITY
Table of Contents
Page
1. LEASED PREMISES
1
2. TERM OF LEASE
2
3. RENT
2
4. USE
3
5. REPAIRS AND MAINTENANCE
. . .
1160742
|
Chase Manhattan
As referenced in this 2. Term of Lease:
Chase Manhattan Bank, – addition to the Landlords rights as contained in this Article 16, interest shall accrue thereon at a fluctuating per annum rate equal to the sum of the prime rate of Chase Manhattan Bank, N.A., plus two (2) percentage points from the fifth date after the due date to the date of payment.
13
(e) In the event of the occurrence of
_____________
dt 1426468
;
Comdisco Holding
As referenced in this 2. Term of Lease:
COMDISCO, – leased premises hereinafter described which will be the subject matter of this lease, having a place of business at 71 Hudson Street, Hackensack, NJ, hereinafter referred to as Landlord; and COMDISCO, INC., a Delaware corporation, having a place of business at 6111 North River Road, Rosemont, IL 60018, hereinafter referred to as Tenant.
W I T N E S S
_____________
Comdisco – BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES AS A RESULT OF A BREACH HEREOF EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
34. Renewal Option
Comdisco shall have the right to renew the original Lease for two (2) five (5) year periods, by providing owner with twelve (12) months prior written notice. The rental rate structure
_____________
COMDISCO, – the parties hereto have hereunto set their hands and seals the day and year first above written.
WITNESS:
RUSSO FAMILY LIMITED PARTNERSHIP,
Landlord
By:
Lawrence Russo, Jr.,
General Partner
ATTEST:
COMDISCO, INC.,
Tenant
By:
Richard A. Finocchi
Vice President
11/24/99
22
AMENDMENT TO LEASE AGREEMENT
THIS Amendment Agreement is entered into this 15th day of November, 2001 by
_____________
COMDISCO, – a New Jersey Limited Partnership, having an address of 71 Hudson Street, Hackensack, New Jersey (Landlord) and SUNGARD RECOVERY SERVICES, L.P., a Pennsylvania Limited Partnership, successor in interest to COMDISCO, INC., a Delaware Corporation, having an address of 1285 Drummers Lane, Wayne, Pennsylvania 19807 (Tenant).
RECITALS
A. Landlord and COMDISCO, INC. entered into a Lease Agreement in October 1999
_____________
COMDISCO, – L.P., a Pennsylvania Limited Partnership, successor in interest to COMDISCO, INC., a Delaware Corporation, having an address of 1285 Drummers Lane, Wayne, Pennsylvania 19807 (Tenant).
RECITALS
A. Landlord and COMDISCO, INC. entered into a Lease Agreement in October 1999 respecting, an office/warehouse facility (the Building), consisting of approximately 259,908 square feet, together with on-site parking for
_____________
dt 1551750
;
|
Computer
As referenced in this 2. Term of Lease:
COMPUTER SERVICES, INC. – Russo, L.L.C., A New Jersey Limited
Liability Company as General Partner, Landlord
By:
Lawrence Russo, Jr.
Manager
SUNGARD RECOVERY SERVICES, L.P.,
A Pennsylvania Limited Partnership
By: SUNGARD COMPUTER SERVICES, INC. ,
A Pennsylvania Corporation, As General Partner
Tenant
By:
25
date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are
_____________
Computer Services, Inc. – Russo, L.L.C., A New Jersey Limited
Liability Company, as General Partner, Landlord
By:
Lawrence Russo, Jr.
Manager
SUNGARD RECOVERY SERVICES, L.P.,
A Pennsylvania Limited Partnership
By: SunGard Computer Services, Inc. , A
Pennsylvania Corporation, As General Partner,
Tenant
By:
26
LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment) is made as of this 15th day
_____________
dt 1322588
;
SunGard Data
As referenced in this 2. Term of Lease:
SunGard Data Systems Inc. – States Code, 11 U.S.C. 101 et seq., as amended, in the United States Bankruptcy Court for the Northern District of Illinois (the Bankruptcy Court); and
WHEREAS, Assignor and SunGard Data Systems Inc. , a Delaware corporation (SunGard), entered into that certain Acquisition Agreement, effective as of July 15, 2001 and executed on October 12, 2001 (the Acquisition Agreement), whereby Assignor agreed to
_____________
dt 1320949
|
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Agreement of Lease
Agreement of Lease (176K)
Doc #1162045: Click preview link for longer preview.
AGREEMENT OF LEASE
between
SLG Graybar Sublease LLC
Landlord
and
Medix Resources, Inc.
Tenant
Dated as of January 17, 2002
Suite 1830-32
420 Lexington Avenue
New York, New York
. . .
1162045
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank, – commissions, concessions and legal fees, exceeds the then fair and
reasonable rental value of the Premises for the same period, both discounted
at the prime rate of interest charged by Chase Manhattan Bank, New York, (or
the successor thereto), on the date of such breach to present worth. In no
event shall Tenant be entitled to a credit or repayment for rerental
_____________
dt 1426470
;
REBNY
As referenced in this Agreement of Lease:
Real Estate Board of New York, – of Landlord's Broker and Tenant's Broker timely to agree upon
the designation of the Independent Broker, then the Independent Broker shall
be appointed by the President of the Real Estate Board of New York, Inc., or
the successor thereto, upon ten (10) days notice. Within ten (10) days after
such appointment, Landlord's Broker and Tenant's Broker shall each submit a
letter
_____________
dt 1404002
;
|
SL Green
As referenced in this Agreement of Lease:
SL Green Realty Corp. – Letter
Term
LEASE (this "Lease") made as of the 17th day of January 2002
between SLG Graybar Sublease, LLC, a New York limited liability company
having an office c/o SL Green Realty Corp. , at 420 Lexington Avenue, New
York, New York, 10170, hereinafter referred to as "Landlord", and Medix
Resources, Inc., a Colorado corporation having an office at 420 Lexington
Avenue, New
_____________
dt 1399793
;
Skadden
As referenced in this Agreement of Lease:
Skadden, Arps – have
requested such notice from Tenant, and to German American Capital
Corporation, as mortgagee, at (i) 1301 Sixth Avenue, New York, New York
10019, Attn.: General Counsel, and at (ii) Skadden, Arps , Slate, Meagher &
Flom, LLP, 4 Times Square, New York, New York 10036, Attn.: Harvey Uris,
Esq., specifying the act or failure to act on the part of Landlord
_____________
dt 1431606
|
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Agreement of Lease
Agreement of Lease (150K)
Doc #1249706: Click preview link for longer preview.
Execution Counterpart
AGREEMENT OF LEASE
between
SLG Graybar Sublease LLC
Landlord
and
FermaVir Research, Inc.
Tenant
Dated as of July 1, 2005
Room 445-47
420 Lexington Avenue
New York, New York
TABLE OF CONTENTS
TABLE OF CONTENTS
1
ARTICLE 1
DEMISE; PREMISES AND PURPOSE
1
ARTICLE 2
TERM
2
ARTICLE . . .
1249706
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank. – date of such breach, exceeds (y) the then fair and reasonable rental value of the Premises for the same period, both discounted at the prime rate of interest charged by Chase Manhattan Bank. New York, (or the successor thereto) on the date of such breach to present worth, and (ii) all reasonable out-of-pocket expenses of Landlord in obtaining possession of,
_____________
dt 1426574
;
|
SL Green
As referenced in this Agreement of Lease:
SL Green Realty Corp. – 4
Tenant's Share
27
Term
2
iii
LEASE (this Lease) made as of the 1st day of July 2005 between SLG Graybar Sublease LLC having an office c/o SL Green Realty Corp. , at 420 Lexington Avenue, New York, New York, 10170, hereinafter referred to as Landlord, and FermaVir Research, Inc., a ____________ corporation having an office at ____________ , hereinafter referred to
_____________
dt 1399795
;
Midland Loan
As referenced in this Agreement of Lease:
Midland Loan Services, Inc – and Assignment of Leases, Rents and Security Deposits, dated as of May 21, 1999 by and between SLG Graybar Mesne Lease LLC and SLG Graybar Sublease LLC, as mortgagor, and Midland Loan Services, Inc ., as mortgagee, and to all renewals, modifications, replacements and extensions of the mortgages.
13.02 Notwithstanding the subordination of this Lease to all ground leases and mortgages, this Lease
_____________
Midland Loan Services, Inc – s act or failure to act to the ground lessors under all then existing ground leases, to all then existing mortgagees who have requested such notice from Tenant, and to Midland Loan Services, Inc ., as mortgagee, at (i) 10851 Mastin, Overland Park, Kansas 662.10, Attn.: Philip Frost, Vice President/Portfolio Management, specifying the act or failure to act on the part of
_____________
dt 1472792
|
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| 2001 |
Agreement of Lease
Agreement of Lease (270K)
Doc #1289583: Click preview link for longer preview.
<DESCRIPTION>AGREEMENT OF LEASE
<TEXT>
AGREEMENT OF LEASE
between
Kingston Andrita LLC,
Landlord
and
Playboy Entertainment Group, Inc.,
Tenant
Dated as of September 20, 2001
. . .
1289583
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank – accrued late
charges. "Late Charge Rate" shall mean the lesser of (x) three percent (3%) per
annum above the then published prime interest rate upon unsecured loans charged
by The Chase Manhattan Bank on loans of 90 days or (y) the maximum rate
permitted to be charged at law to Tenant.
ARTICLE 6
INSURANCE
Section 6.1. Insurance Requirements.
(a) Basic Insurance Coverage.
_____________
Chase Manhattan Bank – As used in subparts (i) and (ii)
above, the "worth at the time of the award" is computed by allowing interest on
unpaid amounts at the prime rate of The Chase Manhattan Bank plus three percent
(3%) per annum, or such lesser amount as may then be the maximum lawful rate. As
used in subparagraph (iii) above, the "worth at time of the
_____________
dt 1426641
;
Directrix
As referenced in this Agreement of Lease:
Directrix, Inc – made a part
hereof.
Section 1.2. Duration of Lease.
(a) The term of this Lease ("Term") shall commence on the earliest of (i)
the date on which Tenant or Directrix, Inc . ("Directrix") first takes possession
and uses or occupies all or any portion of the Premises for the conduct of
business (the "First Possession Date"), and (ii) the date (the "
_____________
dt 1541367
;
|
Playboy
As referenced in this Agreement of Lease:
Playboy Enterprises, Inc – enter
into this Lease, simultaneously with the execution and delivery of this Lease by
Tenant, Tenant shall deliver to Landlord a guaranty of Tenant's obligations
under this Lease from Playboy Enterprises, Inc . in the form of Exhibit M
attached hereto.
ARTICLE 36
RIGHT OF FIRST OFFER
Section 36.1. Landlord to Offer Premises to Tenant. If at any time during
the
_____________
dt 1347294
|
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Agreement of Lease
Agreement of Lease (240K)
Doc #1296184: Click preview link for longer preview.
AGREEMENT OF LEASE
between
MADISON 45 LLC,
Landlord,
and
PRIMUS FINANCIAL PRODUCTS, LLC,
Tenant,
Dated: July 25, 2002
PREMISES:
The entire rentable area of the Twenty-Third (23rd) . . .
1296184
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank – hereunder.
20.02. "Interest Rate" shall mean a rate per annum equal to the lesser of
(a) 2% above the commercial lending rate announced from time to time by The
Chase Manhattan Bank as its prime rate for ninety (90) day unsecured loans, of
(b) the maximum applicable legal rate, if any.
20.03. "Legal Requirements" shall mean laws, statutes and ordinances
(including
_____________
dt 1426651
;
|
NYCHA
As referenced in this Agreement of Lease:
New York Clearing House Association – accordance with Landlord's instructions or (ii) good and sufficient check
(subject to collection) drawn on Harris Bank or a New York City bank which is a
member of the New York Clearing House Association or a successor thereto. All
sums other than fixed annual rent payable by Tenant hereunder shall be deemed
additional rent (for default in the payment of which Landlord shall have
_____________
dt 1548766
|
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Agreement of Lease
Agreement of Lease (156K)
Doc #1436205: Click preview link for longer preview.
AGREEMENT OF LEASE
between
SLG GRAYBAR SUBLEASE LLC
Landlord
and
XENOMICS, INC.
Tenant
Dated as of June 30, 2004
Room 1701
420 Lexington Avenue
New York, New York
TABLE OF CONTENTS
TABLE OF CONTENTS
I
ARTICLE 1
DEMISE; PREMISES AND PURPOSE
2
ARTICLE 2
TERM
3
ARTICLE 3
RENT AND ADDITIONAL RENT
3
. . .
1436205
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank, – date of such breach, exceeds (y) the then fair and reasonable rental value of the Premises for the same period, both discounted at the prime rate of interest charged by Chase Manhattan Bank, New York, (or the successor thereto) on the date of such breach to present worth, and (ii) all reasonable out-of-pocket expenses of Landlord in obtaining possession of,
_____________
dt 1427077
;
SL Green
As referenced in this Agreement of Lease:
SL Green Realty Corp. – Term
2
LEASE (this Lease) made as of the ____ day of June 2004 between SLG Graybar Sublease LLC, a New York limited liability company having an office c/o SL Green Realty Corp. , at 420 Lexington Avenue, New York, New York, 10170, hereinafter referred to as "Landlord", and Xenomics, Inc., a _______________ corporation, having an office located at 420 Lexington Avenue, New
_____________
dt 1399797
;
|
Midland Loan
As referenced in this Agreement of Lease:
Midland Loan Services, Inc – lessors under all then existing ground leases of which Tenant has been given prior written notice, to all then existing mortgagees who have requested such notice from Tenant, and to Midland Loan Services, Inc ., as mortgagee, at (i) 10851 Mastin, Overland Park, Kansas 66210, Attn.: Philip Frost, Vice President/Portfolio Management, specifying the act or failure to act on the part of Landlord
_____________
dt 1472797
|
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| 2001 |
Agreement of Lease
Agreement of Lease (276K)
Doc #1578963: Click preview link for longer preview.
<TEXT>
<PAGE>
AGREEMENT OF LEASE
between
TWO PARK COMPANY
Landlord
and
NEWS COMMUNICATIONS, INC.
Tenant
Portion of the 14th Floor
Two Park Avenue
New York, New York
PROSKAUER ROSE LLP
. . .
1578963
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank, – Year" shall have the meaning set forth in Section 27.1
hereof.
5
"Base Rate" shall mean the rate of interest publicly announced from time
to time by The Chase Manhattan Bank, N.A., or its successor, as its "prime
lending rate" (or such other term as may be used by The Chase Manhattan Bank,
N.A., from time to time,
_____________
Chase Manhattan Bank, – announced from time
to time by The Chase Manhattan Bank, N.A., or its successor, as its "prime
lending rate" (or such other term as may be used by The Chase Manhattan Bank,
N.A., from time to time, for the rate presently referred to as its "prime
lending rate"), which rate was 7.75% on July 6, 1999.
"Base Taxes" shall
_____________
dt 1427264
;
News Communications, Inc.
As referenced in this Agreement of Lease:
NEWS COMMUNICATIONS, INC –
EX-10
7
0007.txt
EXHIBIT 10.10
AGREEMENT OF LEASE
between
TWO PARK COMPANY
Landlord
and
NEWS COMMUNICATIONS, INC .
Tenant
Portion of the 14th Floor
Two Park Avenue
New York, New York
PROSKAUER ROSE LLP
1585 Broadway
New York, New York 10036-8299
TABLE OF CONTENTS
DEFINITIONS ............................................................
_____________
News
Communications, Inc – Section 27.1 hereof.
"Tax Year" shall have the meaning set forth in Section 27.1 hereof.
"Tenant", on the date as of which this Lease is made, shall mean News
Communications, Inc ., a company, having an address at 174-15 Horace Harding
Expressway, Fresh Meadows, New York, but thereafter "Tenant" shall mean only the
tenant under this Lease at the time
_____________
News Communications, Inc – its reasonable judgment shall determine is necessary to provide
adequate assurance of the performance by such assignee of its obligations under
the Lease.
Section 12.4. (A) As long as News Communications, Inc ., is Tenant, Tenant
shall have the privilege, subject to the terms and conditions hereinafter set
forth, without the consent of Landlord but subject to Tenant's satisfaction of
conditions
_____________
News
Communications, Inc – 2) be under the
Control of, or (3) be under common Control with Tenant (any such Person referred
to in this clause (iii) being a "Related Entity"). As long as News
Communications, Inc ., is Tenant, Tenant also shall have the privilege, subject
to the terms and conditions hereinafter set forth, without the consent of
Landlord but subject to Tenant's satisfaction of
_____________
NEWS COMMUNICATIONS, INC – H L.L.C., general partner
By: Vornado Realty L.P., member
By: Vornado Realty Trust, general partner
By: /s/ Irwin Goldberg
Irwin Goldberg
Vice President and Chief Financial Officer
NEWS COMMUNICATIONS, INC ., Tenant
By: /s/ Steven Farbman
Name: Steven Farbman
Title: President + CEO
Fed. Id. No. 13-3346991
83
Schedule A
RULES AND REGULATIONS
(1) The sidewalks, entrances, passages, courts,
_____________
dt 1540167
;
|
Vornado Realty
As referenced in this Agreement of Lease:
Vornado Realty Trust, – York 10017, Attn.: Neal I. Gantcher,
Esq., or
if to Landlord at Landlord's address set forth in this Lease, Attn.:
Mr. David E. Green, and with copies to (x) Vornado Realty Trust,
Park 80 West, Plaza II, Saddle Brook, New Jersey 07663, Attn.: Mr.
Joseph Macnow, (y) Proskauer Rose LLP, 1585 Broadway, New York, New
York 10036, Attn.: Lawrence J. Lipson,
_____________
Vornado Realty Trust, – TWO PARK COMPANY, Landlord
By: M/H Two Park Associates L.P., general partner
By: Vornado M/H L.L.C., general partner
By: Vornado Realty L.P., member
By: Vornado Realty Trust, general partner
By: /s/ Irwin Goldberg
Irwin Goldberg
Vice President and Chief Financial Officer
NEWS COMMUNICATIONS, INC., Tenant
By: /s/ Steven Farbman
Name: Steven Farbman
Title: President + CEO
Fed.
_____________
dt 1399838
;
NYCHA
As referenced in this Agreement of Lease:
New York
Clearing House Association, – of credit (the
"Letter of Credit") in the same amount, satisfactory to Landlord, issued by and
drawn on a bank satisfactory to Landlord and which is a member of the New York
Clearing House Association, for the account of Landlord, for a term of not less
than one (1) year, as security for the faithful performance and observance by
Tenant of the terms, covenants,
_____________
dt 1548773
|
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| 2006 |
Agreement of Lease
Agreement of Lease (149K)
Doc #2437202: Click preview link for longer preview.
AGREEMENT OF LEASE
By and Between
SONO EQUITIES, LLC and 1122 ASSOCIATES, LLC, as Owner
and
EDGAR ONLINE, INC., as Tenant
covering a portion of the 11th floor
at premises 50 WASHINGTON STREET, South Norwalk, Connecticut
1
TABLE OF CONTENTS
Article:
Page Number
1.
Rent during Term
4
2.
Occupancy
4
3.
Tenant?s Work and Alterations
. . .
2437202
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank, – basis, based on their useful life but in no event longer than ten (10) years with an interest factor (the Interest Rate) equal to the prime interest rate published by Chase Manhattan Bank, N.S. (or its successor) plus one percent (1%) in effect at the time of Owners having incurred said costs. If Owner shall lease any such item of capital
_____________
dt 1601082
;
|
EDGAR Online
As referenced in this Agreement of Lease:
EDGAR ONLINE, INC – 10.58 2 dex1058.htm LEASE AGREEMENT, DATED MAY 22, 2006
Exhibit 10.58
AGREEMENT OF LEASE
By and Between
SONO EQUITIES, LLC and 1122 ASSOCIATES, LLC, as Owner
and
EDGAR ONLINE, INC ., as Tenant
covering a portion of the 11th floor
at premises 50 WASHINGTON STREET, South Norwalk, Connecticut
1
TABLE OF CONTENTS
Article:
Page Number
1.
Rent during Term
4
_____________
EDGAR Online, Inc – Sono Equities, LLC and 1122 Associates, LLC, c/o Prime Locations, Inc., 50 Washington Street, South Norwalk, Connecticut 06854, party of the first part, hereinafter referred to as Owner, and EDGAR Online, Inc ., a Delaware corporation, 50 Washington Street, South Norwalk, Connecticut 06854, party of the second part, hereinafter referred to as Tenant.
Witnesseth:
Owner hereby leases to Tenant and Tenant hereby
_____________
EDGAR Online, Inc – If to Owner to:
Sono Equities, LLC and 1122 Associates, LLC
c/o Prime Locations, Inc.
50 Washington Street
Norwalk, Connecticut 06854
Attention: Mr. Lloyd Amster
If to Tenant to:
EDGAR Online, Inc .
50 Washington Street, Suite
Norwalk, Connecticut 06854
Attention: Tom Flanagan
Owner and Tenant shall each have the right from time to time to change the place notice is to
_____________
EDGAR Online, Inc – and year first above written.
Witness for Owner:
Sono Equities, LLC and 1122 Associates, LLC
By:
Prime Locations, Inc., Agent
By:
/s/ Lloyd Amster
Lloyd Amster, President
Witness for Tenant:
EDGAR Online, Inc .
By:
/s/ Susan Strausberg
Susan Strausberg, President
20
Rider to Lease
between Sono Equities, LLC and 1122 Associates, LLC, Owner
and EDGAR Online, Inc., Tenant
43. Rider to Prevail.
_____________
EDGAR Online, Inc – Lloyd Amster, President
Witness for Tenant:
EDGAR Online, Inc.
By:
/s/ Susan Strausberg
Susan Strausberg, President
20
Rider to Lease
between Sono Equities, LLC and 1122 Associates, LLC, Owner
and EDGAR Online, Inc ., Tenant
43. Rider to Prevail.
In case of any conflict between this Rider and the printed portion of this Lease, this Rider shall control.
44. Operating Expenses.
(a) Definitions.
_____________
dt 1484973
|
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| 2006 |
Agreement of Lease
Agreement of Lease (318K)
Doc #2531617: Click preview link for longer preview.
AGREEMENT OF LEASE
between
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
and
ELAS SECURITIES ACQUISITION CORP.,
Landlord
and
KEEFE, BRUYETTE & WOODS, INC.,
Tenant
787 Seventh Avenue
New York, New York 10019
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
TABLE OF CONTENTS
Page
DEFINITIONS
1
ARTICLE 1 . . .
2531617
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank – is required to plead or answer thereto.
23
ARTICLE 7
SUBORDINATION
Section 7.1 Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is The Chase Manhattan Bank (the Existing Mortgagee) and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to
_____________
dt 1601260
;
Citibank
As referenced in this Agreement of Lease:
Citibank, N.A. – hereof.
Base Operating Year shall have the meaning set forth in Section 27.1 hereof.
Base Rate shall mean the rate of interest publicly announced from time to time by Citibank, N.A. , or its successor, as its base rate (or such other term as may be used by Citibank, N.A., from time to time, for the rate presently referred to
_____________
Citibank, N.A. – the rate of interest publicly announced from time to time by Citibank, N.A., or its successor, as its base rate (or such other term as may be used by Citibank, N.A. , from time to time, for the rate presently referred to as its base rate).
Base Taxes shall have the meaning set forth in Section 27.1 hereof.
Broker shall
_____________
dt 1616631
;
|
Fried Frank
As referenced in this Agreement of Lease:
Fried, Frank – where Tenant or any agent or employee of Tenant be found if mailed subsequent to Tenants vacating, deserting, abandoning or surrendering the Premises, in each case with a copy to Fried, Frank , Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004, Attn: Andrew J. Dady, Esq., and
64
if to Landlord at Landlords address set forth in
_____________
dt 1625329
;
Wachtell Lipton
As referenced in this Agreement of Lease:
Wachtell, Lipton – forth in Section 27.1 hereof.
Tenant, on the date as of which this Lease is made, shall mean Keefe, Bruyette & Woods, Inc., having an office at c/o Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019, Attn: Mitchell Kleinman, Esq., but thereafter Tenant shall mean only the tenant under this Lease at the
_____________
dt 1579800
|
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Full Doc
| 2006 |
Agreement of Lease
Agreement of Lease (318K)
Doc #2531815: Click preview link for longer preview.
AGREEMENT OF LEASE
between
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
and
ELAS SECURITIES ACQUISITION CORP.,
Landlord
and
KEEFE, BRUYETTE & WOODS, INC.,
Tenant
787 Seventh Avenue
New York, New York 10019
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
TABLE OF CONTENTS
Page
DEFINITIONS
1
ARTICLE 1 . . .
2531815
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank – is required to plead or answer thereto.
23
ARTICLE 7
SUBORDINATION
Section 7.1 Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is The Chase Manhattan Bank (the Existing Mortgagee) and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to
_____________
dt 1601261
;
Citibank
As referenced in this Agreement of Lease:
Citibank, N.A. – hereof.
Base Operating Year shall have the meaning set forth in Section 27.1 hereof.
Base Rate shall mean the rate of interest publicly announced from time to time by Citibank, N.A. , or its successor, as its base rate (or such other term as may be used by Citibank, N.A., from time to time, for the rate presently referred to
_____________
Citibank, N.A. – the rate of interest publicly announced from time to time by Citibank, N.A., or its successor, as its base rate (or such other term as may be used by Citibank, N.A. , from time to time, for the rate presently referred to as its base rate).
Base Taxes shall have the meaning set forth in Section 27.1 hereof.
Broker shall
_____________
dt 1616632
;
|
Fried Frank
As referenced in this Agreement of Lease:
Fried, Frank – where Tenant or any agent or employee of Tenant be found if mailed subsequent to Tenants vacating, deserting, abandoning or surrendering the Premises, in each case with a copy to Fried, Frank , Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004, Attn: Andrew J. Dady, Esq., and
64
if to Landlord at Landlords address set forth in
_____________
dt 1625330
;
Wachtell Lipton
As referenced in this Agreement of Lease:
Wachtell, Lipton – forth in Section 27.1 hereof.
Tenant, on the date as of which this Lease is made, shall mean Keefe, Bruyette & Woods, Inc., having an office at c/o Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019, Attn: Mitchell Kleinman, Esq., but thereafter Tenant shall mean only the tenant under this Lease at the
_____________
dt 1579801
|
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| 2006 |
Agreement of Lease
Agreement of Lease (317K)
Doc #2533838: Click preview link for longer preview.
AGREEMENT OF LEASE
between
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
and
ELAS SECURITIES ACQUISITION CORP.,
Landlord
and
KEEFE, BRUYETTE & WOODS, INC.,
Tenant
787 Seventh Avenue
New York, New York 10019
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
TABLE OF CONTENTS
Page
DEFINITIONS
1
ARTICLE 1 . . .
2533838
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank – is required to plead or answer thereto.
23
ARTICLE 7
SUBORDINATION
Section 7.1 Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is The Chase Manhattan Bank (the Existing Mortgagee) and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to
_____________
dt 1601310
;
Citibank
As referenced in this Agreement of Lease:
Citibank, N.A. – hereof.
Base Operating Year shall have the meaning set forth in Section 27.1 hereof.
Base Rate shall mean the rate of interest publicly announced from time to time by Citibank, N.A. , or its successor, as its base rate (or such other term as may be used by Citibank, N.A., from time to time, for the rate presently referred to
_____________
Citibank, N.A. – the rate of interest publicly announced from time to time by Citibank, N.A., or its successor, as its base rate (or such other term as may be used by Citibank, N.A. , from time to time, for the rate presently referred to as its base rate).
Base Taxes shall have the meaning set forth in Section 27.1 hereof.
Broker shall
_____________
dt 1616652
;
|
Fried Frank
As referenced in this Agreement of Lease:
Fried, Frank – where Tenant or any agent or employee of Tenant be found if mailed subsequent to Tenants vacating, deserting, abandoning or surrendering the Premises, in each case with a copy to Fried, Frank , Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004, Attn: Andrew J. Dady, Esq., and
64
if to Landlord at Landlords address set forth in
_____________
dt 1625331
;
Wachtell Lipton
As referenced in this Agreement of Lease:
Wachtell, Lipton – forth in Section 27.1 hereof.
Tenant, on the date as of which this Lease is made, shall mean Keefe, Bruyette & Woods, Inc., having an office at c/o Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019, Attn: Mitchell Kleinman, Esq., but thereafter Tenant shall mean only the tenant under this Lease at the
_____________
dt 1579802
|
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| 2006 |
Agreement of Lease
Agreement of Lease (317K)
Doc #2546446: Click preview link for longer preview.
AGREEMENT OF LEASE
between
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
and
ELAS SECURITIES ACQUISITION CORP.,
Landlord
and
KEEFE, BRUYETTE & WOODS, INC.,
Tenant
787 Seventh Avenue
New York, New York 10019
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
TABLE OF CONTENTS
Page
DEFINITIONS
1
ARTICLE 1 . . .
2546446
|
Chase Manhattan
As referenced in this Agreement of Lease:
Chase Manhattan Bank – is required to plead or answer thereto.
23
ARTICLE 7
SUBORDINATION
Section 7.1 Landlord hereby represents and warrants that as of the date hereof, the only Mortgagee is The Chase Manhattan Bank (the Existing Mortgagee) and there is no Lessor. The Mortgage which affects the Real Property as of the date hereof shall be subject and subordinate in all respects to
_____________
dt 1601333
;
Citibank
As referenced in this Agreement of Lease:
Citibank, N.A. – hereof.
Base Operating Year shall have the meaning set forth in Section 27.1 hereof.
Base Rate shall mean the rate of interest publicly announced from time to time by Citibank, N.A. , or its successor, as its base rate (or such other term as may be used by Citibank, N.A., from time to time, for the rate presently referred to
_____________
Citibank, N.A. – the rate of interest publicly announced from time to time by Citibank, N.A., or its successor, as its base rate (or such other term as may be used by Citibank, N.A. , from time to time, for the rate presently referred to as its base rate).
Base Taxes shall have the meaning set forth in Section 27.1 hereof.
Broker shall
_____________
dt 1616753
;
|
Fried Frank
As referenced in this Agreement of Lease:
Fried, Frank – where Tenant or any agent or employee of Tenant be found if mailed subsequent to Tenants vacating, deserting, abandoning or surrendering the Premises, in each case with a copy to Fried, Frank , Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004, Attn: Andrew J. Dady, Esq., and
64
if to Landlord at Landlords address set forth in
_____________
dt 1625332
;
Wachtell Lipton
As referenced in this Agreement of Lease:
Wachtell, Lipton – forth in Section 27.1 hereof.
Tenant, on the date as of which this Lease is made, shall mean Keefe, Bruyette & Woods, Inc., having an office at c/o Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019, Attn: Mitchell Kleinman, Esq., but thereafter Tenant shall mean only the tenant under this Lease at the
_____________
dt 1579804
|
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| 2002 |
Agreement for Purchase and Sale
Agreement for Purchase and Sale (26K)
Doc #137635: Click preview link for longer preview.
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT dated as of the 1st day of August, 1997, between FM
PROPERTIES OPERATING CO., represented herein by Freeport-McMoRan Inc.,
its Managing General Partner, a Delaware Corporation (thereinafter
referred to as "Seller"), and MCMORAN OIL & GAS CO. a Delaware
Corporation (hereinafter referred to as "Buyer").
W I T N E S S E T H
WHEREAS, Seller owns the interests in the minerals, oil and gas
leases, overriding royalty interest and other interests described more
fully in the attached Exhibit "A" and being hereinafter referred to as
the "Subject Interests"; and
WHEREAS, Seller desires to sell and Buyer desires to acquire
Seller's interests in the Subject Interests, and the related assets on
the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale: Subject to the terms and conditions of
this Agreement, Seller shall sell and Buyer shall purchase at the Closing
(as hereinafter defined) all of the interests of Seller in the following
assets, whether singular or undivided, hereinafter referred to as the
"Assets":
137635
|
Chase Manhattan
As referenced in this Agreement for Purchase and Sale:
Chase Manhattan Bank, – Closing the aggregate sum of Four Million
Five Hundred Thousand Dollars ($4,500,000) (Purchase Price), to Seller's
account as follows:
The Chase Manhattan Bank, N.A.
New York, New York
ABA: 021000021
Credit: FM Properties Operating Co.
Account: 910-2-672673
(or such other account as
_____________
dt 101687
;
Freeport McMoran
As referenced in this Agreement for Purchase and Sale:
Freeport-McMoRan Inc. – txt
{DESCRIPTION}EXHIBIT 10.28
{TEXT}
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT dated as of the 1st day of August, 1997, between FM
PROPERTIES OPERATING CO., represented herein by Freeport-McMoRan Inc. ,
its Managing General Partner, a Delaware Corporation (thereinafter
referred to as "Seller"), and MCMORAN OIL & GAS CO. a Delaware
Corporation (hereinafter referred to as "Buyer").
W I T N
_____________
Freeport-McMoRan Inc. – ALL COSTS, EXPENSES, CLAIMS, DEMANDS AND CAUSES OF ACTION
OF EVERY KIND AND CHARACTER WITH RESPECT TO THE ASSETS.
ARTICLE X
MISCELLANEOUS
10.1 Release of Liens. The parties and Freeport-McMoRan Inc.
("FMI") hereby agree that FMI is appearing herein as an intervenor in its
individual capacity solely for the purpose, and to the extent only, of
evidencing its agreement, and
_____________
Freeport-McMoRan Inc. – effective as of the date of their receipt.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date hereof.
"SELLER"
WITNESSES: FM PROPERTIES OPERATING CO.
By: Freeport-McMoRan Inc.
as its Managing General Partner
/s/ Catherine B. Hock By:/s/Robert M. Wohleber
Robert M. Wohleber
/s/ Ursula L. Joseph Senior Vice President
Freeport-McMoRan Inc.
"BUYER"
WITNESSES:
_____________
Freeport-McMoRan Inc. – OPERATING CO.
By: Freeport-McMoRan Inc.
as its Managing General Partner
/s/ Catherine B. Hock By:/s/Robert M. Wohleber
Robert M. Wohleber
/s/ Ursula L. Joseph Senior Vice President
Freeport-McMoRan Inc.
"BUYER"
WITNESSES: MCMORAN OIL & GAS CO.
/s/ Charles Jeanfreau By:\s\ Glenn A. Kleinert
Glenn A. Kleinert
/s/ Wendy Kliebert Senior Vice President
"INTERVENOR"
WITNESSES: FREEPORT-MCMORAN INC.
/s/
_____________
FREEPORT-MCMORAN INC. – Vice President
Freeport-McMoRan Inc.
"BUYER"
WITNESSES: MCMORAN OIL & GAS CO.
/s/ Charles Jeanfreau By:\s\ Glenn A. Kleinert
Glenn A. Kleinert
/s/ Wendy Kliebert Senior Vice President
"INTERVENOR"
WITNESSES: FREEPORT-MCMORAN INC.
/s/ Catherine B. Hock By:/s/ Robert M. Wohleber
Robert M. Wohleber
/s/ Ursula L. Joseph Senior Vice President
Freeport-McMoRan Inc.
{/TEXT}
{/DOCUMENT}
_____________
dt 1316713
;
| Freeport-McMoRan Inc.;
McMoran Exploration Co.
|
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Full Doc
| 2001 |
Agreement for Purchase and Sale
Agreement for Purchase and Sale (176K)
Doc #138416: Click preview link for longer preview.
AGREEMENT FOR PURCHASE AND SALE
INTERNATIONAL PAPER COMPANY,
INTERNATIONAL PAPER REALTY CORPORATION, IP FARMS, INC.,
IP PETROLEUM COMPANY, INC., IP TIMBERLANDS OPERATING COMPANY, LTD.,
GCO MINERALS COMPANY, THE LONG-BELL PETROLEUM COMPANY, INC.,
AMERICAN CENTRAL CORPORATION, CHAMPION REALTY CORPORATION, and
SUSTAINABLE FORESTS L.L.C.
AS SELLERS
AND
PURE RESOURCES, L.P.
AS BUYER
{PAGE}
TABLE OF CONTENTS
ARTICLE I Assets
{TABLE}
{S} {C}
Section 1.01 Agreement to Sell and Purchase......................... 1
Section 1.02 Assets................................................. 1
Section 1.03 Excluded Assets........................................ 3
Section 1.04 Several Obligations of Sellers......................... 5
Section 1.05 Joint and Several Obligations of Sellers............... 5
Section 1.06 Transfer of Geophysical Data........................... 5
ARTICLE II Purchase Price
Section 2.01 Purchase Price......................................... 5
Section 2.02 Deposit................................................ 5
ARTICLE III Effective Time
Section 3.01 Ownership of Assets.................................... 7
ARTICLE IV Title Matters
Section 4.01 Access................................................. 7
Section 4.02 Certain Title Definitions.............................. 7
Section 4.03 Title Defect Notices................................... 12
Section 4.04 Remedies for Title Defects............................. 13
Section 4.05 No Warranty of Title................................... 13
Section 4.06 Limitation of Remedies for Title Defects............... 13
Section 4.07 Preferential Rights to Purchase........................ 13
Section 4.08 Consents to Assign..................................... 14
ARTICLE V Representations and Warranties of Sellers
Section 5.01 Existence.............................................. 15
Section 5.02 Legal Power............................................ 15
Section 5.03 Execution.............................................. 15
Section 5.04 Brokers................................................ 16
Section 5.05 Bankruptcy............................................. 16
Section 5.06 Suits.................................................. 16
Section 5.07 Taxes.................................................. 16
Section 5.08 Title.................................................. 16
Section 5.09 No Participating Minerals.............................. 16
Section 5.10 Compliance with Laws................................... 16
Section 5.11 Records................................................ 16
Section 5.12 Basic Documents........................................ 17
Section 5.13 Commitments............................................ 17
Section 5.14 Production Sales Contracts; Calls of Production........ 17
Section 5.15 Reserve Report Information............................. 17
Section 5.16 Area of Mutual Interest Agreements..................... 17
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C}
Section 5.17 Limited Partner Interest and Program Interests......... 18
Section 5.18 No Oral Contracts...................................... 18
Section 5.19 Exempt Assets.......................................... 18
Section 5.20 Plugging Obligations................................... 18
Section 5.21 Operations after Effective Time........................ 18
Section 5.22 Preferential Rights to Purchase........................ 18
ARTICLE VI Representations and Warranties of Buyer
Section 6.01 Existence.............................................. 18
Section 6.02 Legal Power............................................ 19
Section 6.03 Execution.............................................. 19
Section 6.04 Brokers................................................ 19
Section 6.05 Bankruptcy............................................. 19
Section 6.06 Suits.................................................. 19
Section 6.07 Qualifications......................................... 19
Section 6.08 Investment............................................. 19
Section 6.09 Funds.................................................. 20
Section 6.10 Hart-Scott-Rodino...................................... 20
ARTICLE VII Operation of the Assets
Section 7.01 Operation of the Assets Prior to Closing............... 20
Section 7.02 Operation of the Assets After Closing.................. 21
Section 7.03 Correction of Exhibits................................. 21
Section 7.04 Mineral Servitudes..................................... 22
ARTICLE VIII Conditions to Obligations of Sellers
Section 8.01 Representations........................................ 23
Section 8.02 Performance............................................ 23
Section 8.03 Pending Matters........................................ 23
Section 8.04 Purchase Price......................................... 23
Section 8.05 Execution and Delivery of Closing Documents............ 23
Section 8.06 Closing Under Contribution Agreement................... 23
ARTICLE IX Conditions to Obligations of Buyer
Section 9.01 Performance............................................ 23
Section 9.02 Pending Matters........................................ 23
Section 9.03 Execution and Delivery of Closing Documents............ 24
Section 9.04 Closing Under Contribution Agreement................... 24
Section 9.05 Material Adverse Change in Value....................... 24
ARTICLE X Closing
Section 10.01 Time and Place of Closing.............................. 24
Section 10.02 Intentionally Omitted.................................. 24
Section 10.03 Adjustments to Purchase Price at Closing............... 24
Section 10.04 Pre-Closing Allocations/Statement...................... 26
Section 10.05 Post-Closing Adjustments to Purchase Price............. 26
{/TABLE}
-ii-
{PAGE}
{TABLE}
{S} {C}
Section 10.06 Ad Valorem and Similar Taxes.......................... 27
Section 10.07 Actions of Sellers at Closing......................... 27
Section 10.08 Actions of Buyer at Closing........................... 27
Section 10.09 Further Cooperation................................... 28
Section 10.10 Confidentiality Agreement............................. 29
ARTICLE XI Termination
Section 11.01 Right of Termination.................................. 30
Section 11.02 Effect of Termination................................. 30
Section 11.03 Attorney Fees, Etc.................................... 30
ARTICLE XII Assumption, Indemnification and Survival
Section 12.01 Retained Obligations.................................. 31
Section 12.02 Assumption............................................ 32
Section 12.03 Buyer's Indemnification............................... 32
Section 12.04 Sellers' Indemnification.............................. 32
Section 12.05 Indemnification Procedures............................ 33
Section 12.06 Survival.............................................. 35
Section 12.07 Limitations on Liabilities............................ 35
Section 12.08 Exclusive Remedy...................................... 36
Section 12.09 No Punitives.......................................... 36
ARTICLE XIII Limitations on Representations and Warranties
Section 13.01 Disclaimers of Representations and Warranties......... 37
Section 13.02 Casualty Loss......................................... 37
ARTICLE XIV Dispute Resolution
Section 14.01 General............................................... 38
Section 14.02 Senior Management..................................... 38
Section 14.03 Independent Experts................................... 38
Section 14.04 Binding Arbitration................................... 39
ARTICLE XV Miscellaneous
Section 15.01 Names................................................. 40
Section 15.02 Taxes, Expenses and Recording......................... 40
Section 15.03 Independent Investigation............................. 41
Section 15.04 Document Retention.................................... 42
Section 15.05 Entire Agreement...................................... 42
Section 15.06 Waiver................................................ 42
Section 15.07 Publicity............................................. 42
Section 15.08 Construction.......................................... 42
Section 15.09 No Third Party Beneficiaries.......................... 43
Section 15.10 Assignment............................................ 43
Section 15.11 Governing Law......................................... 43
Section 15.12 Notices............................................... 43
Section 15.13 Severability.......................................... 44
{/TABLE}
-iii-
{PAGE}
{TABLE}
{S} {C}
Section 15.14 Time of the Essence................................... 44
Section 15.15 Authority of IPP...................................... 44
Section 15.16 Definitions........................................... 44
Section 15.17 Counterpart Execution................................. 44
{/TABLE}
-iv-
{PAGE}
LIST OF EXHIBITS AND SCHEDULES
EXHIBITS
Exhibit A Specified Mineral Interests/Tracts
Exhibit B Subject Area
Exhibit C Lease Properties
Exhibit D Limited Partner Interest and Program Interests
Exhibit E Excepted Tracts
Exhibit F Escrow Agreement
Exhibit G Producing Mineral Properties
Exhibit H-1 Mineral and Royalty Deed
Exhibit H-2 Mineral Servitude and Royalty Deed
Exhibit I Assignment and Conveyance
Exhibit J Surface Use Restrictions Agreements
Exhibit K Transition Services Agreement
Exhibit L Interruption of Prescription Acknowledgment
SCHEDULES
Schedule 1.06 List of Geophysical Data
Schedule 4.02 Drilled and Abandoned Well List
Schedule 4.08 Consents
Schedule 5.06 Litigation
Schedule 5.09 Participating Minerals
Schedule 5.13 Commitments
Schedule 5.14 Scheduled Production Sales Contracts
Schedule 5.16 Area of Mutual Interest Agreements
Schedule 5.18 Oral Contracts
Schedule 5.20 Plugging Obligations
Schedule 5.21 Operations Since the Effective Time
Schedule 5.22 Preferential Rights
Schedule 10.03(a)(ii) Overhead Expense Categories
Schedule 15.16(i) Seller Personnel
Schedule 15.16(ii) Buyer Personnel
-v-
{PAGE}
SCHEDULE OF DEFINED TERMS
{TABLE}
{CAPTION}
Term Defined In
---- ----------
{S} {C}
Acknowledgment ................................................... Section 7.04
Adjoining Lands.................................................Section 1.02(f)
Adjustment Values..................................................Section 4.02
Affiliate ........................................................ Section 5.04
Agreement ........................................................ Introduction
AMI Agreement .................................................... Section 5.16
Assets ........................................................... Section 1.01
Assumed Obligations ............................................. Section 12.02
Audited Financial Statements ................................. Section 10.09(c)
Basic Documents .................................................. Section 5.12
Buyer ............................................................ Introduction
Buyer Indemnitees ............................................... Section 12.04
Buyer's Benefit Plans ........................................ Section 10.11(c)
Cause ........................................................ Section 10.11(d)
Claim Notice ................................................. Section 12.05(b)
Closing ......................................................... Section 10.01
Closing Date .................................................... Section 10.01
Confidentiality Agreement ....................................... Section 10.10
Consent Agreement Deadline ....................................... Section 4.08
Contribution Agreement ........................................... Section 8.06
Conveyance ....................................................... Section 4.05
Customary Post Closing Consents .................................. Section 4.08
Deeds ............................................................ Section 4.05
Defensible Title ................................................. Section 4.02
Deposit ...........................................................Section 2.02
Designated Representatives ....................................... Section 4.01
Direct Claim ................................................. Section 12.05(b)
Disputes ........................................................ Section 14.01
Documents ....................................................... Section 15.04
Effective Time ....................................................Section 3.01
Environmental Defect ............................................ Section 12.04
Environmental Laws .............................................. Section 12.04
Escrow Agent ......................................................Section 2.02
Escrow Agreement ..................................................Section 2.02
Excepted Minerals ..............................................Section 1.03(a)
Excepted Tracts ................................................Section 1.03(d)
Exchange Act ................................................. Section 10.09(c)
Excluded Assets .................................................. Section 1.03
Exempt Assets .................................................... Section 6.10
Final Settlement Date ........................................ Section 10.05(a)
Final Statement .............................................. Section 10.05(b)
Governmental Authority ........................................... Section 4.02
{/TABLE}
-vi-
{PAGE}
{TABLE}
{S} {C}
Hazardous Materials ............................................. Section 12.04
Holdback Value.................................................... Section 4.08
Indemnified Party ............................................ Section 12.05(a)
Indemnifying Party ........................................... Section 12.05(a)
Independent Expert ........................................... Section 14.03(a)
Interest Rate ................................................ Section 10.05(b)
IPP .............................................................. Introduction
Knowledge ....................................................... Section 15.16
Lease Contracts ............................................... Section 1.02(i)
Lease Easements ............................................... Section 1.02(g)
Lease Property ................................................ Section 1.02(c)
Limited Partner Interest ...................................... Section 1.02(j)
Losses .......................................................... Section 12.03
Mineral Contracts ............................................. Section 1.02(h)
Mineral Interest and Mineral Interests ........................ Section 1.02(a)
Net Lease Acre ................................................... Section 4.02
Net Mineral Acre ................................................. Section 4.02
Net Revenue Interest ............................................. Section 4.02
Nonproducing Mineral Property .................................... Section 4.02
Non Surface Tract ............................................. Section 1.02(e)
Notice of Disagreement ....................................... Section 10.05(a)
Offshore Confidentiality Agreement .............................. Section 15.05
Oil and Gas ................................................... Section 1.02(a)
Oil and Gas Property .......................................... Section 1.02(d)
Party and Parties ................................................ Introduction
Permitted Encumbrances ........................................... Section 4.02
Plan ......................................................... Section 12.01(d)
Post Closing Consent Period ...................................... Section 4.08
Prime Rate ................................................... Section 10.05(b)
Producing Mineral Property ....................................... Section 4.02
Program Interest .............................................. Section 1.02(j)
Purchase Price ....................................................Section 2.01
Purchase Price Adjustments ................................... Section 10.03(c)
Pure Parent .................................................. Section 10.09(d)
Quarterly Overhead Payment .................................... Section 4.08(b)
Records ....................................................... Section 1.02(k)
Required Financial Statements................................. Section 10.09(c)
Retained Obligations ............................................ Section 12.01
Rules ........................................................ Section 14.04(a)
Scheduled Production Sales Contracts ............................. Section 5.14
SEC........................................................... Section 10.09(c)
Securities Act ............................................... Section 10.09(c)
Seller and Sellers ............................................... Introduction
Seller Indemnitees .............................................. Section 12.03
Specified Mineral Interest .................................... Section 1.02(a)
Statement .................................................... Section 10.04(b)
{/TABLE}
-vii-
{PAGE}
{TABLE}
{S} {C}
Subject Area .................................................. Section 1.02(b)
Subject Servitudes ............................................... Section 7.04
Surface Tract ................................................. Section 1.02(e)
Surface Use Restriction Agreement ............................ Section 10.07(a)
Survival Period .................................................. Section 4.03
T3D Program Agreement ......................................... Section 4.08(b)
T3D Program Interest .......................................... Section 4.08(b)
Third Party Claim ............................................ Section 12.05(b)
Title Defect ..................................................... Section 4.02
Title Defect Amount .............................................. Section 4.02
Title Defect Notice .............................................. Section 4.03
Tracts ...............................................Sections 1.02(a), 1.02(b)
Transaction.......................................................Section 15.02
Transition Services Agreement ................................ Section 10.07(a)
Uncapped Obligations...........................................Section 12.07(b)
Working Interest ................................................. Section 4.02
{/TABLE}
-viii-
{PAGE}
AGREEMENT FOR PURCHASE AND SALE
This Agreement for Purchase and Sale (this "Agreement") is made and
entered into this 29th day of January 2001, by and among International Paper
Company, International Paper Realty Corporation, IP Farms, Inc., IP Petroleum
Company, Inc. ("IPP"), IP Timberlands Operating Company, Ltd., GCO Minerals
Company, The Long-Bell Petroleum Company, Inc., American Central Corporation,
Champion Realty Corporation and Sustainable Forests L.L.C. (each individually a
"Seller" and collectively the "Sellers") and Pure Resources, L.P., a Texas
limited partnership ("Buyer"). Buyer and Sellers are collectively referred to
herein as the "Parties," and Buyer and each Seller are sometimes referred to
herein as a "Party."
W I T N E S S E T H:
-------------------
WHEREAS, Sellers are willing to sell to Buyer, and Buyer is willing to
purchase from Sellers, the Assets (as hereinafter defined), all upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual benefits derived and to
be derived from this Agreement by each Party, Sellers and Buyer hereby agree as
follows:
ARTICLE I
Assets
Section 1.01 Agreement to Sell and Purchase. Subject to and in
accordance with the terms and conditions of this Agreement, Buyer agrees to
purchase the Assets from Sellers, and Sellers agree to sell the Assets to Buyer.
Section 1.02 Assets. Subject to Section 1.03, the term "Assets"
shall mean all of the right, title and interest of Sellers in and to:
(a) (i) the interest specified in Exhibit A (the "Specified Mineral
Interest") in all oil, liquid hydrocarbons, gas, coal seam gas, coal bed methane
(including specifically all coal seam gas and coal bed methane in and under and
that may be produced from any Tracts located inside the State of Alabama,
whether contained with the coal seam or otherwise) and any and all other liquid
or gaseous hydrocarbons, as well as their respective constituent products
(including, without limitation, condensate, casinghead gas, distillate and
natural gas liquids), and any other minerals produced in association therewith
(including elemental sulfur, helium, carbon dioxide and other non-hydrocarbon
substances produced in association with any of the above-described items, as
hereinafter defined) (all such substances are defined for purposes of this
Agreement as "Oil and Gas") in and under those certain tracts of land described
in Exhibit A (collectively, the "Tracts") and all additional interests of
Sellers in the Oil and Gas in and under the Tracts, or any of them, and all
executive rights and other rights whatsoever, including without limitation the
right to convey or the right to execute leases, presently owned or held by
Sellers or any of them with respect to the interests of any other parties in any
or all of the Oil and Gas in and under any of the Tracts; and (ii) all of
Sellers' mineral servitude and royalty interests in Oil and Gas in and under the
Tracts;
{PAGE}
(b) all Oil and Gas, and royalty interests in Oil and Gas, owned or
claimed by any of the Sellers as of the date of execution of this Agreement (as
hereinafter defined) in and under the area identified on Exhibit B (the "Subject
Area"), irrespective of whether such rights or lands are adjacent, adjoining,
contiguous or in the vicinity of the lands particularly described in Exhibit A
(Sellers' right, title and interest in and to the Oil and Gas and royalty
interests described in parts (a) and (b) above in and under each such Tract,
subject to Section 1.03, is called a "Mineral Interest" and in and under all
such Tracts is collectively called the "Mineral Interests"). The term "Tracts"
shall also include for purposes of this Agreement all of the lands in the
Subject Area in which Sellers own or claim Oil and Gas interests, Oil and Gas
mineral servitude interests or Oil and Gas royalty interests as of the date of
execution of this Agreement to the same extent as if such lands had been
described in Exhibit A; it being the intent hereby to sell and convey all of
Sellers' right, title and interest in and to all Oil and Gas in and under and
royalty interests in Oil and Gas owned by or claimed by any of the Sellers in
the Subject Area in which they own or claim the ownership of any Mineral
Interest or Mineral Interests herein as of the date of execution of this
Agreement, subject in all cases to the retention by Sellers of the Excluded
Assets;
(c) the oil, gas and mineral leases and the leasehold estates created
thereby, the overriding royalty interests, the net profits interests, the
payments out of production and other rights all as described in Part I of
Exhibit C (each such lease and interest being herein called a "Lease Property"
and all of the same being herein collectively called the "Lease Properties");
(d) with respect to any Mineral Interest or Lease Property (each
herein called an "Oil and Gas Property"), all rights with respect to any pooled,
communitized or unitized acreage by virtue of such Oil and Gas Property being a
part thereof, including all production of Oil and Gas from such pool or unit
allocated to such Oil and Gas Property;
(e) (i) with respect to any Tract in which one or more of the Sellers
own all or part of the surface estate as of the Closing ("Surface Tract"), a
non-exclusive easement upon such Surface Tract at all times for the purpose of
conducting any exploration (including, without limitation, by means of seismic
survey), development, storage, treatment, production or transportation
activities in respect of Oil and Gas on such Surface Tract, including, without
limitation, the right to: ingress and egress in, on and across such Surface
Tract, drill water wells and utilize water produced therefrom on such Surface
Tract; use roads now existing or hereinafter constructed on such Surface Tract;
use sand and gravel for the purposes of constructing and maintaining roads and
locations on such Surface Tract; construct and use drilling and producing
locations, pipelines, gathering lines, facilities, treating, processing and
storage facilities or plants and surface structures; and Sellers' rights (if
any) to use the subsurface depths under such Surface Tract for the disposal of
produced brine, water and drilling fluids generated from such Surface Tract in
such manner as may be required or permitted by applicable law, (ii) all Sellers'
rights (if any) with respect to the use and occupation of the surface of and the
subsurface depths under any Tract that is not a Surface Tract ("Non Surface
Tract") or any Lease Property, and (iii) all rights with respect to the use and
occupation of the surface of and the subsurface depths under any Lease Property
that is not on or under a Surface Tract;
(f) with respect to any Tract that as of the Closing has no existing
right of access to a public road (either directly or through one or more other
Tracts), a non-exclusive easement or right-of-way for ingress and egress across
any other land owned as of the Closing or thereafter acquired
138416
|
Chase Manhattan
As referenced in this Agreement for Purchase and Sale:
Chase Manhattan Bank – Agreement.
Section 2.02 Deposit.
(a) Concurrently with the execution of the Escrow Agreement by
Buyer and Sellers, Buyer shall deliver to The Chase Manhattan Bank (the "Escrow
Agent") a performance guarantee deposit in the amount of Fifteen Million Dollars
($15,000,000.00) (the "Deposit") in accordance
_____________
dt 101700
;
Vinson & Elkins
As referenced in this Agreement for Purchase and Sale:
Vinson & Elkins – the transactions contemplated by this Agreement (the "Closing") shall take place
at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 3400, Houston,
Texas 77002, on January 31, 2001 (the "
dt 31870
;
| International Paper Realty Corporation;
IP Farms, Inc.;
More... |
Preview
Full Doc
| 2001 |
Agreement for the Purchase and Sale of Property
Agreement for the Purchase and Sale of Property (68K)
Doc #256090: Click preview link for longer preview.
AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"), is
made and entered into as of the 23/rd/ day of July, 2001, by and between SV
RESERVE, L.P., a Texas limited partnership ("Seller") and WELLS CAPITAL, INC., a
Georgia corporation ("Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Property (as hereinafter defined) subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises, the mutual
agreements contained herein, the sum of Ten Dollars ($10.00) in hand paid by
Purchaser to Seller at and before the sealing and delivery of these presents and
for other good and valuable consideration, the receipt, adequacy, and
sufficiency which are hereby expressly acknowledged by the parties hereto, the
parties hereto do hereby covenant and agree as follows:
1. Purchase and Sale of Property. Subject to and in accordance with the
-----------------------------
terms and provisions of this Agreement, Seller hereby agrees to sell to
Purchaser and Purchaser hereby agrees to purchase from Seller, the Property,
which term "Property" shall mean and include the following:
(a) all that tract or parcel of land (the "Land") located in
Houston, Texas, containing approximately 15.71 acres, having an address of
-----
810-820 Gears Road, and being more particularly described on Exhibit "A"
-----------
hereto; and
(b) all rights, privileges, and easements appurtenant to the
Land, including all water rights, mineral rights, reversions, or other
appurtenances to said Land, and all right, title, and interest of Seller,
if any, in and to any land lying in the bed of any street, road, alley, or
right-of-way, open or proposed, adjacent to or abutting the Land; and
(c) all buildings, structures, and improvements situated on the
Land, including, without limitation, two (2) office buildings containing
approximately 157,790 square feet of leasable space, the parking areas
-------
containing approximately 851 parking spaces and other amenities located on
---
the Land, and all apparatus, built-in appliances, equipment, pumps,
machinery, plumbing, heating, air conditioning, electrical and other
fixtures located on the Land (all of which are herein collectively referred
to as the "Improvements"); and
(d) all personal property now owned by Seller and located on the
Land and Improvements ("Personal Property"); and
(e) all of Seller's right, title, and interest, as landlord or
lessor, in and to that certain lease agreement with IKON Office Solutions,
Inc. (the "Tenant"), dated December 17, 1999, together with all
modifications and amendments thereto (the "Lease"); and
(f) all of Seller's right, title, and interest in and to the
plans and specifications with respect to the Improvements and any
guarantees, trademarks, rights of copyright, warranties, or other rights
related to the ownership of or use and operation of the Land, Personal
Property, or Improvements, all governmental licenses and permits, and all
intangibles associated with the Land, Personal Property, and Improvements,
including the name of the Improvements and the logo therefor, if any.
2. Earnest Money. Within two (2) business days after the full execution
-------------
of this Agreement, Purchaser shall deliver to Heritage Title Company, as agent
for Chicago Title Insurance Company ("Escrow Agent"), whose offices are at 98
San Jacinto Boulevard, Suite 400, Austin, Texas 78701, Attention: John Bruce,
Purchaser's check, payable to Escrow Agent, in the amount of $250,000.00 (the
"Earnest Money"), which Earnest Money shall be held and disbursed by Escrow
Agent in accordance with this Agreement. The Earnest Money shall be paid by
Escrow Agent to Seller at Closing (as hereinafter defined) and shall be applied
as a credit to the Purchase Price (as hereinafter defined), or shall otherwise
be paid to Seller or refunded to Purchaser in accordance with the terms of
{PAGE}
this Agreement. All interest and other income from time to time earned on the
Earnest Money shall remain with and become a part of the Earnest Money.
3. Purchase Price. Subject to adjustment and credits as otherwise
--------------
specified in this Agreement, the purchase price (the "Purchase Price") to be
paid by Purchaser to Seller for the Property shall be TWENTY MILLION SIX HUNDRED
FIFTY THOUSAND AND NO/100 DOLLARS ($20,650,000.00). The Purchase Price shall be
paid by Purchaser to Seller at the Closing (as hereinafter defined) by cashier's
check or by wire transfer of immediately available federal funds, less the
amount of Earnest Money and subject to prorations, adjustments and credits as
otherwise specified in this Agreement. If Seller has not received good funds by
2:00 p.m. Atlanta, Georgia time on the date of Closing, the adjustments to the
Purchase Price shall be re-prorated as of the first business day following such
date of Closing.
4. Purchaser's Inspection and Review Rights. Subject to the rights of the
----------------------------------------
Tenant, Purchaser and its agents, engineers, or representatives, with Seller's
reasonable, good faith cooperation, shall have the privilege of going upon the
Property as needed to inspect, examine, test, and survey the Property at all
reasonable times and upon reasonable prior notice and from time to time.
Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any
liens, claims, liabilities, and damages incurred through the exercise of such
privilege, and Purchaser further agrees to repair any damage to the Property
caused by the exercise of such privilege. All such inspections shall be non-
destructive in nature and specifically shall not include any physically
intrusive testing; provided however, that if Purchaser desires to undertake such
intrusive testing, Purchaser shall first obtain Seller's written approval which
shall not be unreasonably withheld if Purchaser conducts such testing in
accordance with commercially customary standards; and provided further that if
Purchaser's Phase I Environmental Report recommends a Phase II investigation,
Seller shall be entitled to withhold its consent to such investigation in its
sole discretion. At all reasonable times prior to the Closing (as hereinafter
defined), Seller shall make available to Purchaser, or Purchaser's agents and
representatives, for review and copying, all books, records, and files in
Seller's possession relating to the operation of the Property, including,
without limitation, title matters, surveys, tenant files, service and
maintenance agreements, and other contracts, books, records, operating
statements, and other information relating to the Property; provided, however,
Seller shall not be required to deliver or make available to Purchaser any
appraisals, budgets, strategic plans, internal analyses, information regarding
the marketing of the Property for sale, attorney and accountant work product or
privileged documents and/or other information which would not be relevant in
connection with a customary due diligence investigation of a property comparable
to the Property. Seller further agrees to provide to Purchaser prior to the
date which is five (5) days after the effective date of this Agreement, to the
extent the same are in the possession of or under the control of Seller, the
256090
|
Chase Manhattan
As referenced in this Agreement for the Purchase and Sale of Property:
Chase Manhattan Bank, – and collect any banking
charges incurred by Escrow Agent as a result of said dishonor.
The Earnest Money has been deposited into The Chase Manhattan Bank, Austin,
Texas. Escrow Agent shall not be liable for any interest or other charge on the
funds held and shall assume no
_____________
dt 129401
;
IKON Office
As referenced in this Agreement for the Purchase and Sale of Property:
IKON Office Solutions,
Inc – located on the
Land and Improvements ("Personal Property"); and
(e) all of Seller's right, title, and interest, as landlord or
lessor, in and to that certain lease agreement with IKON Office Solutions,
Inc . (the "Tenant"), dated December 17, 1999, together with all
modifications and amendments thereto (the "Lease"); and
(f) all of Seller's right, title, and interest in and to the
_____________
dt 1485155
;
|
Wells Capital
As referenced in this Agreement for the Purchase and Sale of Property:
WELLS CAPITAL, INC – into as of the 23/rd/ day of July, 2001, by and between SV
RESERVE, L.P., a Texas limited partnership ("Seller") and WELLS CAPITAL, INC ., a
Georgia corporation ("Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller desires to sell and Purchaser desires
_____________
Wells Capital, Inc – facsimile numbers set out
below or at such other addresses as are specified by written notice delivered in
accordance herewith:
PURCHASER: c/o Wells Capital, Inc .
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
Attn: Mr. Michael C. Berndt
Facsimile: (770) 200-8199
with a copy to:
_____________
WELLS CAPITAL, INC – SELLER":
SV RESERVE, L.P., a Georgia limited partnership
By: /s/ C. L. Davidson, III
--------------------------------
Name: C. L. Davidson. III
Its: President
"PURCHASER":
WELLS CAPITAL, INC ., a Georgia corporation
By: /s/ Leo F. Wells, III
---------------------------------
Its: President
---------------------------------
"ESCROW AGENT":
/s/ John P. Bruce
-------------------------------------
By: /s/ John P. Bruce
----------------------------------
_____________
dt 120609
;
King & Spalding
As referenced in this Agreement for the Purchase and Sale of Property:
King & Spalding
– LLC
3445 Peachtree Road, Suite 700
Atlanta, Georgia 30326
Attn: Mr. Seabie W. Hickson, III
Facsimile: (404) 364-8099
with a copy to : King & Spalding
191 Peachtree Street, N.E., Suite 4900
Atlanta, Georgia 30303
Attn: Scott J. Arnold, Esq.
Facsimile: (404) 572-5100
Any notice or
_____________
dt 124206
|
Preview
Full Doc
| 2002 |
Agreement for Purchase and Sale
Agreement for Purchase and Sale (26K)
Doc #1035463: Click preview link for longer preview.
<DESCRIPTION>EXHIBIT 10.28
<TEXT>
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT dated as of the 1st day of August, 1997, between FM
PROPERTIES OPERATING CO., represented herein by Freeport-McMoRan Inc.,
its Managing General Partner, a Delaware Corporation (thereinafter
referred to as "Seller"), and MCMORAN OIL & GAS CO. a Delaware
Corporation (hereinafter referred to as "Buyer").
W I T N E S S E T H
WHEREAS, . . .
1035463
|
Chase Manhattan
As referenced in this Agreement for Purchase and Sale:
Chase Manhattan Bank, – hereof,
Buyer will deliver to Seller at Closing the aggregate sum of Four Million
Five Hundred Thousand Dollars ($4,500,000) (Purchase Price), to Seller's
account as follows:
The Chase Manhattan Bank, N.A.
New York, New York
ABA: 021000021
Credit: FM Properties Operating Co.
Account: 910-2-672673
(or such other account as designated by Seller prior to Closing). At
_____________
dt 1426315
;
|
Freeport McMoran
As referenced in this Agreement for Purchase and Sale:
Freeport-McMoRan Inc. – EXHIBIT 10.28
<TEXT>
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT dated as of the 1st day of August, 1997, between FM
PROPERTIES OPERATING CO., represented herein by Freeport-McMoRan Inc. ,
its Managing General Partner, a Delaware Corporation (thereinafter
referred to as "Seller"), and MCMORAN OIL & GAS CO. a Delaware
Corporation (hereinafter referred to as "Buyer").
W I T
_____________
Freeport-McMoRan Inc. – ALL COSTS, EXPENSES, CLAIMS, DEMANDS AND CAUSES OF ACTION
OF EVERY KIND AND CHARACTER WITH RESPECT TO THE ASSETS.
ARTICLE X
MISCELLANEOUS
10.1 Release of Liens. The parties and Freeport-McMoRan Inc.
("FMI") hereby agree that FMI is appearing herein as an intervenor in its
individual capacity solely for the purpose, and to the extent only, of
evidencing its agreement, and
_____________
Freeport-McMoRan Inc. – effective as of the date of their receipt.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date hereof.
"SELLER"
WITNESSES: FM PROPERTIES OPERATING CO.
By: Freeport-McMoRan Inc.
as its Managing General Partner
/s/ Catherine B. Hock By:/s/Robert M. Wohleber
Robert M. Wohleber
/s/ Ursula L. Joseph Senior Vice President
Freeport-McMoRan Inc.
"BUYER"
WITNESSES:
_____________
Freeport-McMoRan Inc. – OPERATING CO.
By: Freeport-McMoRan Inc.
as its Managing General Partner
/s/ Catherine B. Hock By:/s/Robert M. Wohleber
Robert M. Wohleber
/s/ Ursula L. Joseph Senior Vice President
Freeport-McMoRan Inc.
"BUYER"
WITNESSES: MCMORAN OIL & GAS CO.
/s/ Charles Jeanfreau By:\s\ Glenn A. Kleinert
Glenn A. Kleinert
/s/ Wendy Kliebert Senior Vice President
"INTERVENOR"
WITNESSES: FREEPORT-MCMORAN INC.
/
_____________
FREEPORT-MCMORAN INC. – President
Freeport-McMoRan Inc.
"BUYER"
WITNESSES: MCMORAN OIL & GAS CO.
/s/ Charles Jeanfreau By:\s\ Glenn A. Kleinert
Glenn A. Kleinert
/s/ Wendy Kliebert Senior Vice President
"INTERVENOR"
WITNESSES: FREEPORT-MCMORAN INC.
/s/ Catherine B. Hock By:/s/ Robert M. Wohleber
Robert M. Wohleber
/s/ Ursula L. Joseph Senior Vice President
Freeport-McMoRan Inc.
</TEXT>
</DOCUMENT>
_____________
dt 1316716
|
Preview
Full Doc
| 2001 |
Agreement for Purchase and Sale
Agreement for Purchase and Sale (176K)
Doc #1506123: Click preview link for longer preview.
AGREEMENT FOR PURCHASE AND SALE
INTERNATIONAL PAPER COMPANY,
INTERNATIONAL PAPER REALTY CORPORATION, IP FARMS, INC.,
IP PETROLEUM COMPANY, INC., IP TIMBERLANDS OPERATING COMPANY, LTD.,
GCO MINERALS COMPANY, THE LONG-BELL PETROLEUM COMPANY, INC.,
AMERICAN CENTRAL CORPORATION, CHAMPION REALTY CORPORATION, and
SUSTAINABLE FORESTS L.L.C.
AS SELLERS
AND
PURE RESOURCES, . . .
1506123
|
Chase Manhattan
As referenced in this Agreement for Purchase and Sale:
Chase Manhattan Bank – in
accordance with the provisions of this Agreement.
Section 2.02 Deposit.
(a) Concurrently with the execution of the Escrow Agreement by
Buyer and Sellers, Buyer shall deliver to The Chase Manhattan Bank (the "Escrow
Agent") a performance guarantee deposit in the amount of Fifteen Million Dollars
($15,000,000.00) (the "Deposit") in accordance with the provisions of the Escrow
Agreement
_____________
dt 1427179
;
| |
Preview
Full Doc
| 2006 |
Agreement of Sale
Agreement of Sale (73K)
Doc #1714940: Click preview link for longer preview.
AGREEMENT OF SALE
THIS AGREEMENT OF SALE (�Agreement�) is dated as of the 4 day of May, 2006 (�Effective Date�) between TALRON REALTY INC., of 2722 Brown Street, Brooklyn, NY 11235, together with all successors and assigns (�Purchaser�), and CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV, a Delaware limited partnership, of 24 Frank Lloyd Wright Drive, Lobby L, Fourth Floor, Ann Arbor, Michigan 48105 (�Seller�).
RECITALS:
Seller is the owner of certain real property and improvements located at the address set forth in the . . .
1714940
|
Chase Manhattan
As referenced in this Agreement of Sale:
Chase Manhattan Bank, – have the meanings ascribed to them in the Agreement.
2. The Deposit, upon delivery to the Escrow Agent, will be deposited by Escrow Agent in an interest-bearing account at Chase Manhattan Bank, 241 E. 42nd Street, New York, New York 10017 or a Dreyfus Cash Management Fund (see attached investment instructions) 200 Park Avenue, New York, New York 10166.
3. When
_____________
dt 1427558
;
| |