PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made as of the 9th day of August, 1996, between STERLING TEQUESTA/TRAILS
LIMITED PARTNERSHIP, a Florida limited partnership ("Seller"), and RRC ACQUISITIONS, INC., a
Florida corporation ("Buyer").
Buyer wishes to purchase two shopping centers owned by Seller, one known as "Trails Shopping Center", in
Ormond Beach, Volusia County, Florida ("Trail"), and the other known as "Tequesta Shoppes", in Tequesta,
Palm Beach County, Florida ("Tequesta"). Inasmuch as this Agreement concerns the sale and purchase of both
Trail and Tequesta, the two shopping centers are referred to herein collectively as the "Shopping Center".
Seller wishes to sell the Shopping Center 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 the close of business on the day immediately prior to 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 those documents and funds necessary to effect the sale
of the Property by Seller to Buyer.
1.6 Closing Date means the date on which the Closing occurs.
1.7 Contracts means all service contracts, agreements or other instruments affecting the Property.
1.8 Earnest Money Deposit means the deposit delivered by Buyer to Escrow Agent prior to the Closing under
Section 2.2 of this Agreement, together with the earnings thereon, if any.
1.9 Environmental Claim means any investigation, notice, vio