PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made as of the 22nd day of May, 1997, between COUSINS REAL ESTATE
CORPORATION, a Georgia corporation ("Seller"), and RRC ACQUISITIONS, INC., a Florida corporation,
its designees, successors and assigns ("Buyer").
Seller recently completed construction of two shopping centers which Buyer wishes to purchase, each of which
are owned by Seller. Lovejoy Station is located in Clayton County, Georgia and Rivermont Station is located in
Seller wishes to sell the two shopping centers to Buyer;
In consideration of the mutual agreements herein, and other good and valuable consideration, the receipt of which
is hereby acknowledged, Seller agrees to sell and Buyer agrees to purchase the Property (as hereinafter defined)
on the following terms and conditions:
As used in this Agreement, the following terms shall have the following meanings:
1.1 Agreement means this instrument as it may be amended from time to time.
1.2 Allocation Date means midnight of the Closing Date.
1.3 Audit Representation Letter means the form of Audit Representation Letter attached hereto as Exhibit 1.3.
1.4 Buyer means the party identified as Buyer on the initial page hereof.
1.5 Closing means generally the execution and delivery of the sale documents and the wiring of funds by Buyer in
accordance with Section .
1.6 Closing Date means the date on which the Closing occurs.
1.7 Contracts means all service contracts, agreements or other instruments to be assigned by Seller to Buyer at
1.8 Day means a business day, whether or not the term is capitalized.
1.9 Earnest Money Deposit means the deposit delivered by Buyer to Escrow Agent prior to the Closing under
Section of this Agreement, together with the earnings thereon, if any.
1.10 Environmental Claim means any investigation, notice, violation, demand, allegation, action, suit, injunction,
judgment, order, consent decree, penalty, fine, lien, proceeding, or cla