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Exhibit 10.97 [Execution Copy] ONE MADISON AVENUE PURCHASE AND SALE AGREEMENT BETWEEN METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, AS SELLER, AND 1 MADISON VENTURE LLC, a Delaware limited liability company, AND COLUMN FINANCIAL, INC. a Delaware corporation, COLLECTIVELY AS PURCHASER As of March 29, 2005 TABLE OF CONTENTS Page # ARTICLE I PURCHASE AND SALE Section 1.1 Agreement of Purchase and Sale .................... 1 Section 1.2 Property Defined .................................. 2 Section 1.3. Purchase Price .................................... 2 Section 1.4 Payment of Purchase Price ......................... 2 Section 1.5 Deposit ........................................... 3 Section 1.6 Escrow Agent ...................................... 3 ARTICLE II TITLE AND SURVEY Section 2.1 Title Inspection Period ........................... 4 Section 2.2 Pre-Closing ....................................... 4 Section 2.3 Permitted Exceptions .............................. 4 Section 2.4 Violations ........................................ 6 Section 2.5 Conveyance of Title ............................... 6 ARTICLE III REVIEW OF PROPERTY Section 3.1 Right of Inspection ............................... 6 Section 3.2 Property Reports .................................. 7 ARTICLE IV CLOSING Section 4.1 Time and Place .................................... 7 Section 4.2 Seller's Obligations at Closing ................... 8 Section 4.3 Purchaser's Obligations at Closing ................ 10 Section 4.4 Credits and Prorations ............................ 11 Section 4.5 Transaction Taxes and Closing Costs ............... 14 Section 4.6 Conditions Precedent to Obligations of Purchaser .. 15 Section 4.7 Conditions Precedent to Obligations of Seller ..... 15 ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS Section 5.1 Representations and Warranties of Seller .......... 16 Section 5.2 Knowledge Defined ................................. 17 Section 5.3 Modifications of Seller's Representations and Warranties ...................................... 17 Section 5.4 Survival of Seller's Representations and Warranties ...................................... 18 Section 5.5 Covenants of Seller ............................... 18 Section 5.6 Representations and Warranties of Purchaser ....... 19 Section 5.7 Survival of Purchaser's Representations and Warranties ...................................... 20 ARTICLE VI DEFAULT Section 6.1 Default by Purchaser .............................. 20 Section 6.2 Default by Seller ................................. 20 Section 6.3 Recoverable Damages ............................... 21 ARTICLE VII RISK OF LOSS Section 7.1 Minor Damage or Condemnation ...................... 21 Section 7.2 Major Damage ...................................... 21 Section 7.3 Definition of "Major" Loss or Damage .............. 21 Section 7.4 General Obligations Law ........................... 21 ARTICLE VIII COMMISSIONS Section 8.1 Brokerage Commissions ............................. 22 ARTICLE IX DISCLAIMERS AND WAIVERS Section 9.1 No Reliance on Documents .......................... 22 Section 9.2 AS-IS SALE; DISCLAIMERS ........................... 22 Section 9.3 Survival of Disclaimers ........................... 24 ARTICLE X MISCELLANEOUS Section 10.1 Confidentiality .................................. 24 Section 10.2 Public Disclosure ................................ 25 Section 10.3 Assignment ....................................... 25 Section 10.4 Notices .......................................... 26 Section 10.5 Modifications .................................... 27 Section 10.6 Entire Agreement ................................. 27 Section 10.7 Further Assurances ............................... 27 Section 10.8 Counterparts ..................................... 27 Section 10.9 Facsimile Signatures ............................. 27 Section 10.10 Severability ..................................... 27 Section 10.11 Applicable Law ................................... 28 Section 10.12 No Third-Party Beneficiary ....................... 28 Section 10.13 Captions ......................................... 28 Section 10.14 Construction ..................................... 28 Section 10.15 Recordation ...................................... 28 Section 10.16 Audit Rights and Tenant Reconciliation Statements ..................................... 28 Section 10.17 Termination of Agreement ......................... 29 Section 10.18 1031 Exchange .................................... 29 Section 10.19 One Madison Avenue Address ....................... 29 Section 10.20 MetLife Lease .................................... 29 Section 10.21 Industrial and Commercial Incentive Program ...... 30 Section 10.22 Transfer Fee ..................................... 30 Section 10.23 Joint and Several Liability ...................... 32 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of March 29, 2005 (the "Effective Date"), by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Seller") and 1 MADISON VENTURE LLC, a Delaware limited liability company and COLUMN FINANCIAL, INC, a Delaware corporation (collectively, "Purchaser"). W I T N E S S E T H: ARTICLE I PURCHASE AND SALE Section 1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following: (a) the condominium units (the "Units") designated and described by the unit numbers listed on Exhibit A attached hereto and made a part hereof together with the appurtenant percentage interest of Seller in the common elements in the building (the "Building") known as One Madison Avenue Condominium (the "Condominium") and by the street address One Madison Avenue, Borough of Manhattan, City, County and State of New York, which Units are described in the declaration (the "Declaration") establishing under Article 9-B of the Real Property Law of the State of New York a plan for condominium ownership of the Building and the land more particularly described on Exhibit B attached hereto and made a part hereof upon which the Building is located (the "Land"), which Declaration is dated as of December 28, 2001 and was recorded in the Office of the Register of the City of New York, New York County (the "Register's Office") on December 31, 2001, in Reel 3418, Page 0945, as amended by Amendment to Declaration dated as of December 17, 2003 and recorded in the Register's Office on February 25, 2005 under CRFN 2005000115754, together with the undivided percentage interests in the Common Elements (as such term is defined in the Declaration, such definition being incorporated herein by reference) and any easements appurtenant to the Units as set forth in the Declaration. The Units are designated by the tax lot numbers listed on Exhibit A hereto on the Tax Map of the Real Property Assessment Department of the City of New York, Borough of Manhattan, and on the floor plans of the Building certified by HLW International LLP, as Condominium Plan Number 1223 filed in the Register's Office on December 31, 2001; the Building consists of two interconnected buildings: (i) a two-basement and fifteen-story structure, including two mechanical floors (the "South Building") and (ii) a two-basement and fifty-story structure (the "Tower") (b) any and all of Seller's right, title and interest in and to all tangible personal property (excluding cash, any software, any of the Wyeth or other paintings, sculptures or any other "Works of Art" (as such term is defined in the Net Lease, which Net Lease is more particularly described in Section 1.1 (c) below, and also excluding any furniture or other personal property existing on the second floor of the Tower and the Liebert UPS device located on the 38th floor of the Tower) if any, located at the Land and Building (the Land and Building are sometimes herein collectively referred to as the "Physical Property"), and used exclusively in connection with the operation of any portion of the Physical Property (the property described in clause (b) of this Section 1.1 being herein referred to collectively as the "Personal Property"). So that there is no misunderstanding, it is understood and agreed between the parties that the Wyeth paintings listed on Exhibit R, attached hereto and made a part hereof, are included within Works of Art, are not included in the Personal Property, are not for sale, and shall remain the property of Seller; (c) any and all of Seller's right, title and interest in and to that certain Amended and Restated Lease dated as of December 17, 2003, between Metropolitan Life Insurance Company, as Landlord, and Credit Suisse First Boston (USA), Inc., as tenant, which amended and restated in its entirety that certain Lease between Metropolitan Life Insurance Company, as landlord, and Credit Suisse First Boston (USA), Inc., as tenant (the "Tenant") dated as of February 22, 2001, covering those Units listed in Exhibit A-1 attached hereto and made a part hereof (the "Net Lease) and any other leases, licenses and occupancy agreements and amendments thereof covering all or any portion of the Units, to the extent they are in effect on the date of the Closing (as such term is defined in Section 4.1 hereof) (the property described in clause (c) of this Section 1.1 being herein referred to collectively as the "Leases"), together with all rents, reimbursements of real estate taxes and operating expenses, and other sums due thereunder (the "Rents") and any and all security deposits in Seller's possession in connection therewith (the "Security Deposits"); and (d) any and all of Seller's right, title and interest in and to (i) all assignable contracts and agreements and the Revocable Consents (as such term is hereinafter defined; collectively, the "Operating Agreements") listed and described on Exhibit C attached hereto and made a part hereof, relating to the upkeep, repair, maintenance or operation of the Units or the Personal Property, and (ii) all assignable existing warranties and guaranties (express or implied) issued to Seller in connection with the Real Property (as hereinafter defined) or the Personal Property to the extent not assigned to the Tenant under the Net Lease, and (iii) all assignable existing permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Property (as hereinafter defined) (the property described in clause (d) of this Section 1.1 being sometimes herein referred to collectively as the "Intangibles"). Section 1.2 Property Defined. The Seller's right, title and interest in and to the Units and appurtenant common elements is hereinafter sometimes referred to collectively as the "Real Property." The Real Property, the Personal Property, the Rents, the Security Deposits, the Leases and the Intangibles are hereinafter sometimes referred to collectively as the "Property." Section 1.3 Purchase Price. Seller is to sell and Purchaser is to purchase the Property for the amount of NINE HUNDRED EIGHTEEN MILLION DOLLARS ($918,000,000) (the "Purchase Price"). Section 1.4 Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be payable in full at Closing in 2 cash by wire transfer of immediately available funds to the bank account or accounts designated by Seller in writing to Purchaser prior to the Closing. Section 1.5 Deposit. Simultaneously with Purchaser's delivery of this Agreement, Purchaser shall deposit the Deposit (as hereinafter defined) in escrow with JP Morgan Chase Bank, N.A. (the "Escrow Agent"), having its office at New York Escrow Services, 4 New York Plaza, 21st Floor, New York, New York 10004 (ABA No: 021-000-021; Account Number: 507955013), the sum of Sixty Million Dollars ($60,000,000) (the "Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer. The Escrow Agent shall hold the Deposit in an interest-bearing account reasonably acceptable to Seller and Purchaser, in accordance with the terms and conditions of this Agreement. All interest earned on the Deposit shall become a part of the Deposit and shall be deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees imposed on the Deposit account. The terms of the immediately preceding sentence shall survive Closing and any termination of this Agreement. The Deposit shall be distributed in accordance with the terms of this Agreement. The failure of Purchaser to timely deliver any Deposit hereunder shall be a material default, and shall entitle Seller, at Seller's sole option, to terminate this Agreement immediately. Section 1.6 Escrow Agent. Escrow Agent shall hold and dispose of the Deposit in accordance with the terms of this Agreement. Seller and Purchaser agree that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Deposit for any reason other than Escrow Agent's willful misconduct or gross negligence. In the event that Escrow Agent shall be in doubt as to its duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting instructions from Purchaser and Seller with respect to the Deposit, Escrow Agent shall not disburse the Deposit and shall, at its option, continue to hold the Deposit until both Purchaser and Seller agree in writing as to its disposition or until a final judgment is entered by a court of competent jurisdiction directing its disposition, or Escrow Agent shall interplead the Deposit in accordance with the laws of the state in which the Property is located. Escrow Agent shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon or for any loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is deposited. Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections 1.5 and 1.6 hereof. 3 ARTICLE II TITLE AND SURVEY Section 2.1 Title Inspection Period. Purchaser acknowledges and agrees that (a) Seller has furnished to Purchaser prior to the Effective Date: (i) a current preliminary title report dated December 18, 2004 (the "Title Commitment"), issued by Chicago Title Insurance Company on the Real Property, accompanied by copies of all documents referred to in the report; (ii) a copy of the land title survey ("the "Survey") prepared by Link Land Surveyors, P.C. dated March 9, 2005, and (iii) copies of the most recent property tax bills for the Property; (b) Purchaser has had an opportunity, prior to the Effective Date, to order its own title report and survey for the Physical Property; and (c) any and all matters (the "Existing Title, Tax and Survey Matters") referred to, reflected in or disclosed by, the materials referred to in the preceding sub-paragraphs (a) (i) through (iii), inclusive, have been agreed to and accepted by Purchaser (including but not limited to, any and all exceptions of title set forth in Schedule B of the Title Commitment) and that, as of the Effective Date, Purchaser has approved the Existing Title, Tax and Survey Matters and the condition of title to the Real Property. Section 2.2 Pre-Closing "Gap" Title Defects. Purchaser may, after the Effective Date but prior to the Closing, notify Seller in writing (the "Gap Notice") of any objections to title (a) raised by the Title Company (as defined in Section 2.5 hereof) between the Effective Date and the Closing and (b) not disclosed by the Title Company or otherwise disclosed in writing to Purchaser prior to the Effective Date; provided that Purchaser must notify Seller of such objection to title within two (2) business days of being made aware of the existence of such exception. If Purchaser issues a Gap Notice to Seller, Seller shall have five (5) business days after receipt of the Gap Notice to notify Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond thirty (30) days; or (b) that Seller elects not to cause such exceptions to be removed. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 2.5 hereof) or an endorsement thereto (in form and substance reasonably acceptable to Purchaser) insuring Purchaser against any title exception which was disapproved pursuant to this Section 2.2 shall be deemed a cure by Seller of such disapproval. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have five (5) business days in which to notify Seller that Purchaser will nevertheless proceed with the purchase and take title to the Property subject to such exceptions, or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser shall fail to notify Seller of its election within said five-day period, Purchaser shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. Section 2.3 Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions": (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set 4 forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings 5 from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser. Section 2.4 Violations. Purchaser shall accept title to the Property subject to any note or notices of violations of Law or municipal ordinances, orders or requirements noted or issued by any governmental department having jurisdiction over the Property, against or affecting the Property, or relating to conditions thereat at the date hereof or the Closing. Section 2.5 Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser all of the estate and rights of Seller in and to the Units, by execution and delivery of the Deed (as defined in Section 4.2(a) hereof). If at the Closing there shall be any liens, encumbrances or charges affecting title which are not permitted pursuant to this Agreement, Seller may, at Seller's option upon request from Seller to Purchaser, require Purchaser to apply such portion of the Purchase Price as shall be necessary to discharge such liens, encumbrances and charges and pay the recording fees for the same, and in such event, Seller shall deliver to Purchaser instruments in recordable form sufficient to discharge the same of record. Evidence of delivery of title in accordance with the terms of this Section 2.5 shall be the issuance by Chicago Title Insurance Company, or another national title company (the "Title Company"), of a 1992 ALTA Owner's Policy of Title Insurance (the "Title Policy") covering the Real Property, in the full amount of the Purchase Price, subject only to the Permitted Exceptions. ARTICLE III REVIEW OF PROPERTY Section 3.1 Right of Inspection. Purchaser acknowledges and agrees that it has had an opportunity prior to the Effective Date to make any and all physical, environmental and other inspections of the Physical Property as Purchaser has deemed necessary and/or appropriate in connection with the transaction contemplated by this Agreement, and that Purchaser has agreed, subject to the provisions of Section 2.2 and Article VII hereof, to accept the Physical Property at the Closing in the condition that exists on the Effective Date, reasonable wear and tear excepted. Purchaser further acknowledges and agrees that it has prior to the Effective Date had the opportunity to examine at the Physical Property (or the property manager's office, as the case may be) documents and files located at the Physical Property or the property manager's office concerning the leasing, maintenance and operation of the Physical Property (including without limitation, copies of permits, licenses, certificates of occupancy, plans and specifications, and insurance certificates related to the Physical Property, to the extent in Seller's or the property manager's possession), but excluding Seller's partnership or corporate records, internal memoranda, financial projections, budgets, appraisals, accounting and tax records and similar proprietary, confidential or privileged information (collectively, the "Confidential Documents"). 6 It is further agreed by the parties hereto that in no event shall Purchaser provide any governmental entity or agency with information concerning the environmental condition of the Physical Property without first obtaining Seller's prior written consent thereto, which Seller shall provide in the event that Purchaser is required by applicable law to provide such information to a governmental agency or entity. Purchaser agrees to protect, indemnify, defend and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys' fees), damages or injuries arising out of or resulting from the inspection of the Property at any time by Purchaser, its agents, employees, representatives or consultants or any act or omission by Purchaser or its agents, employees or consultants, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. Section 3.2 Property Reports. PURCHASER ACKNOWLEDGES THAT PRIOR TO THE EFFECTIVE DATE (1) PURCHASER HAS RECEIVED CO


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