PURCHASE AND SALE AGREEMENT
Exhibit 99.1
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of July 25,
2005, by and among Hines US Core LLC (“Hines US Core”), a Delaware limited liability
company, as seller, and Xxxxx REIT Properties, L.P. (“Xxxxx REIT OP”), a Delaware limited
partnership, as buyer, and acknowledged by Hines U.S. Core Office Capital LLC (the “Managing
General Partner”), a Delaware limited liability company and the managing general partner of
Hines-Sumisei U.S. Core Office Fund, L.P. (the “Partnership”), a Delaware limited
partnership.
SUMMARY
This Agreement provides for the sale by Hines US Core to Xxxxx REIT OP of 12,736.468
Partnership Units (as defined in the Sixth Amended and Restated Agreement of Limited
Partnership, dated May 9, 2005, of the Partnership (the “Partnership Agreement”)) for
$13,284,136.00 in cash. Capitalized terms used and not otherwise defined herein have the meanings
given to them in the Partnership Agreement.
In consideration of the mutual covenants, representations, and warranties made herein, and
other good and valuable consideration, the receipt and sufficiency of which the parties
acknowledge, the parties hereto agree as follows:
SECTION 1. Conveyance of Partnership Units. Hines US Core hereby conveys to Xxxxx
REIT OP all right, title, and interest in and to 12,736.468 Partnership Units (the “Transferred
Units”) held by Hines US Core, free and clear of all liens and encumbrances other than those
created by the Partnership Agreement and this Agreement.
SECTION 2. Payment for Transferred Units. Concurrently with the execution and
delivery of this Agreement, Xxxxx REIT OP shall pay $13,284,136.00 to Hines US Core by wire
transfer of immediately available funds to an account previously designated by Hines US Core.
SECTION 3. Acknowledgment.
(a) The Managing General Partner acknowledges and consents to the conveyance of the
Transferred Units to Xxxxx REIT OP and shall record the same in the books and records of the
Partnership. The Managing General Partner waives delivery of any opinion that might be required
under Section 10.5(a) of the Partnership Agreement relating to the conveyance of Transferred Units.
Xxxxx REIT OP shall be the owner of all 12,736.468 of the Transferred Units in respect of its
interest as the Non-Managing General Partner of the Partnership.
(b) Hines US Core and the Managing General Partner acknowledge that, as of the date hereof,
Hines US Core has sold all of its Partnership Units, and has withdrawn as a Limited Partner of the
Partnership.
SECTION 4. Representations and Warranties of Xxxxx REIT OP. Xxxxx REIT OP represents
and warrants to Hines US Core and the Managing General Partner that Xxxxx REIT OP has been duly
formed and is validly existing in good standing under the jurisdiction of its formation. Xxxxx
REIT OP has full capacity, power, and authority to execute, deliver, and perform its obligations
under this Agreement and to acquire and pay for the Transferred Units. Xxxxx REIT OP’s purchase of
the Transferred Units and its execution, delivery, and performance of this Agreement have been
authorized by all necessary action on Xxxxx REIT OP’s behalf, and this Agreement is Xxxxx REIT OP’s
legal, valid, and binding obligation, enforceable against Xxxxx REIT OP in accordance with its
terms.
SECTION 5. Representations and Warranties of Hines US Core. Hines US Core hereby
represents and warrants to Xxxxx REIT OP and the Managing General Partner as follows:
(a) Hines US Core has been duly formed and is validly existing in good standing under the
jurisdiction of its formation. Hines US Core has full capacity, power, and authority to execute,
deliver, and perform its obligations under this Agreement and to convey the Transferred Units.
Hines US Core’s conveyance of the Transferred Units to the Xxxxx XXX OP and its execution,
delivery, and performance of this Agreement have been authorized by all necessary action on Hines
US Core’s behalf, and this Agreement is Hines US Core’s legal, valid, and binding obligation,
enforceable against Hines US Core in accordance with its terms.
(b) Immediately prior to the execution and delivery of this Agreement, Hines US Core holds
good and valid title to the Transferred Units, free and clear of any security interests, options,
warrants, purchase rights, contracts, commitments, equities, claims, demands, or other encumbrances
of any kind, except as provided in the Partnership Agreement.
SECTION 6. Miscellaneous.
(a) Survival of Representations and Warranties. All representations and warranties
contained herein shall survive the execution and delivery of this Agreement and the consummation of
the transaction contemplated hereby.
(b) Complete Agreement. This Agreement embodies the complete agreement and
understanding among the parties with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements, or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
(c) Further Assurances. The parties agree to take such further action and execute and
deliver such further documents as may be necessary to more fully give effect to the intentions of
this Agreement.
(d) Counterparts. This Agreement may be executed in separate counterparts, each of
which shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement.
(e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall
bind and inure to the benefit of and be enforceable by the parties hereto and their respective
successors and assigns.
2
(f) Amendment and Waiver. The provisions of this Agreement may be amended and waived
only with the prior written consent of all the parties hereto.
[signature page follows]
3
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement to be
effective as of the date first written above.
HINES US CORE LLC | ||||||||||||
By: | Xxxxx Real Estate Holdings Limited Partnership | |||||||||||
By: | JCH Investments, Inc. | |||||||||||
By: | /s/ X. Xxxxxxxx Xxxxxxx | |||||||||||
Name: | X. Xxxxxxxx Xxxxxxx | |||||||||||
Title: | Executive Vice President | |||||||||||
XXXXX REIT PROPERTIES, L.P. | ||||||||||||
By: | Xxxxx Real Estate Investment Trust, Inc. | |||||||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||||||
Name: | Xxxxxx X. Xxxxxxxx | |||||||||||
Title: | Chief Financial Officer | |||||||||||
XXXXX US CORE OFFICE CAPITAL LLC | ||||||||||||
By: | Xxxxx Interests Limited Partnership | |||||||||||
By: | Xxxxx Holdings, Inc. | |||||||||||
By: | /s/ Xxxxx X. Apollo | |||||||||||
Name: | Xxxxx X. Apollo | |||||||||||
Title: | Vice President |
Signature Page to Purchase and Sale Agreement