270 Legal [Sample Agreements]

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

1. Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Purchased Assets. Notwithstanding the foregoing, as between Buyer and Seller, the transfer of the Purchased Assets pursuant to this Purchase Agreement shall not include the assumption of any liability or obligation related to the Purchased Assets unless Buyer expressly assumes that liability or obligation pursuant to Section 2.1.

2. Purchase Price and Assumption of Obligations. In consideration of the purchase and sale described in Section 1, Buyer shall, on the Effective Date:

2.1 Assumption of Obligations. Assume and perform Seller’s obligations under the Sublease Documents (in accordance with the terms of the Sublease Assignment and Amendment (as defined in Section 3.1.1 herein)), the Construction Contract, the Drawings, the Architect Agreement, the Purchase Orders, and the Approvals arising on or after the Effective Date (but excluding any liability or obligation arising out of or relating to a breach of or default by Seller under any of Seller’s obligations under the Construction Contract, the Drawings, the Architect Agreement, the Purchase Orders, and the Approvals that occurred before the Effective Date), and no other liabilities or obligations of Seller, whether fixed or contingent (subject, however, to the terms of the Sublease Assignment and Amendment). In addition, Buyer shall be responsible for all “Rent” payable under the Sublease Documents relating to the period (the “Rent Assumption Period”) on or after May 1, 2007 through the Effective Date. The Purchase Price (as defined in Section 2.3 herein) includes all “Rent” with respect to the Rent Assumption Period paid by Seller to Sublandlord as of the Effective Date. In the event that after the Effective Date, Seller shall make additional payments to Sublandlord or Landlord with respect to adjustments in “Rent” pursuant to the Sublease Documents including, but not limited to, payments regarding recalculation of estimated operating expenses or real estate taxes, and such payments relate to the Rent Assumption Period, Buyer agrees to reimburse Seller for such payments, which such obligation shall survive the Effective Date. Notwithstanding anything to the contrary in this Purchase Agreement or any other document, as to Sublandlord, if there shall be any conflict or inconsistency between the terms, covenants and conditions of this Purchase Agreement and the terms, covenants and conditions of the Sublease Assignment and Amendment), then the terms, covenants and conditions of the Sublease Assignment shall control and prevail.

For clarity and without limitation, as between Buyer and Seller, the following shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller:

(a) any Environmental, Health and Safety Liabilities arising out of or relating to Seller’s subleasing or operation of the Subleased Premises, or Seller’s ownership of the Purchased Assets;

(b) any liability or obligation arising out of or resulting from Seller’s compliance or noncompliance with any applicable law or order of any governmental authority;

(c) any liability or obligation for taxes, including (i) any taxes arising as a result of Seller’s ownership of the Purchased Assets prior to the Effective Date, (ii) any taxes that will arise as a result of the sale of the Purchased Assets pursuant to this Agreement and (iii) any deferred taxes with respect to the foregoing;

(d) any liability or obligation of Seller under this Purchase Agreement; and

(e) any liability or obligation of Seller based upon Seller’s acts or omissions occurring on or after the Effective Date.

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