Exhibit 10.80
POST CLOSING AND INDEMNITY
AGREEMENT
This Post Closing and Indemnity
Agreement (“ Agreement ”) is dated as of this
25th day of July, 2006 by and among MB Herndon,
L.L.C. , a Delaware limited liability company (“
Purchaser ” which for purposes of this Agreement shall
also include its successors and assigns), and Valley View
Associates Limited Partnership (“ Seller ”),
in connection with the acquisition of Dulles Executive Center,
located in Hemdon, Virginia (the “ Property ”)
as defined in that certain Agreement of Purchase and Sale dated
July 6, 2006 (the “ Contract ”), as amended, by
and between Seller and Inland Real Estate Acquisitions, Inc.
(“ IREA ”).
RECITALS:
A.
IREA assigned its interest in the
Contract to Purchaser by assignment dated as of the date of this
Agreement.
B.
As a condition precedent to
Purchaser proceeding to the Closing (as defined in the Contract),
Purchaser has required and Seller has agreed to certain
undertakings following the Closing and further, Purchaser has
required and Seller has agreed that Seller shall indemnify, defend
and hold harmless Purchaser to the extent provided for in this
Agreement.
NOW, THEREFORE, for good and
valuable consideration including the mutual promises contained
herein, the parties hereto agree as follows:
1. Cisco Estoppel / Seller’s
Estoppel
(a)
Cisco Systems, Inc. (“
Cisco ”), as tenant, entered into a lease dated
December 20, 2000 for approximately 189,764 s.f., being all of
building known as 13560 Dulles Technology Drive (the “
Premises ”), one of the buildings on the Property. The
Cisco Lease was supplemented by a License Agreement dated December
20, 2000, and amended by the First Amendment dated October 8, 2001
and by the Second Amendment dated August 25, 2004 (collectively,
the “ Cisco Lease ”).
(b)
By the Second Amendment to the Cisco
Lease, Cisco assigned its rights to occupy the Premises and certain
other rights under the Cisco Lease to Lockheed Martin Corporation
(“ Lockheed ”).
(c)
As of the date of Closing under the
Contract, Seller could not provide an estoppel from Cisco as to
certain of the obligations of Cisco under the Cisco Lease.
Purchaser has agreed to proceed to Closing in consideration of
which Seller has agreed as follows: (i) at Closing, Seller shall
provide a landlord estoppel (the “ Landlord Estoppel
”) with regard to the Cisco Lease and the obligations of
Cisco under the Cisco Lease in form substantially as attached
hereto as Exhibit A ; and (ii) Seller shall use commercially
reasonable efforts to secure and provide Purchaser with an estoppel
from Cisco on or before August 25, 2006, with respect to the same
matters covered in the Landlord’s Estoppel, and addressed to
the same parties; and (iii) Seller shall indemnify and hold
Purchaser harmless with regard to
1
