BILL OF SALE

EX-10.1 2 dex101.htm BILL OF SALE (2001 TRANSACTION) Bill of Sale (2001 Transaction)

Exhibit 10.1

BILL OF SALE

This Bill of Sale (“Bill of Sale”) is made and entered into as of July 13, 2009, by and between SELCO SERVICE CORPORATION, an Ohio corporation doing business in California as OHIO SELCO SERVICE CORPORATION (“Transferor”), and ELECTRONIC ARTS INC., a Delaware corporation (“Transferee”).

RECITALS

A. Electronic Arts Redwood, Inc., a Delaware corporation (predecessor in interest to Electronic Arts Redwood LLC, a Delaware limited liability company), as Lessee, and Transferor, successor in interest to Flatirons Funding, Limited Partnership, as Lessor, are the parties to that certain Lease Agreement dated as of February 14, 1995, which Lease Agreement was amended by that certain Amendment No. 1 to Lease Agreement dated as of March 7, 1997, and that certain Amendment No. 2 to Lease Agreement dated as of July 16, 2001, and supplemented by that certain AFL Unit Leasing Record dated December 1, 1998, for which a Memorandum of Lease, dated as of February 14, 1995, was recorded on February 15, 1995, in the Official Records of San Mateo County, California, as Document No. 95015509, for which an Amended and Restated Memorandum Lease Agreement, dated as of March 7, 1997, was recorded March 27, 1997, as Document No. 97034604, which memorandum of lease was further amended by that certain Second Amended and Restated Memorandum of Lease Agreement dated as of August 31, 1998, recorded on September 2, 1998, as Document No. 981411934, and further amended by that certain Third Amended and Restated Memorandum of Lease Agreement dated as of May 5, 1999, and recorded on May 5, 1999, as Document No. 99078944, and further amended by that certain Fourth Amended and Restated Memorandum of Lease Agreement dated as of December 8, 2000, as Document No. 2000-155930 (collectively, the “Lease”). All capitalized terms used and not defined herein shall have the meanings assigned to them in the Lease.

B. Pursuant to agreement of the parties, Transferor is selling the Property, including the Land as described on Schedule 1 attached to and made a part of this Bill of Sale, to Transferee as of the date hereof. In order to fully effectuate the transfer of the Property to Transferee as contemplated by the parties, Transferor has agreed to execute and deliver this Bill of Sale to Transferee.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Transferor and Transferee agree as follows:

AGREEMENT

1. Transfer. Transferor hereby transfers, conveys and assigns to Transferee, free and clear of all Lessor Liens attributable to Transferor, all of Transferor’s right, title and interest, if any, in and to all machinery, apparatus, equipment, fittings, fixtures, furniture, furnishings, materials, supplies and other personal property of every kind and nature located on the Land or in the Improvements or otherwise comprising a portion of the Property (collectively, the “Personal Property”).


2. No Warranties. Transferee hereby acknowledges, represents, warrants, covenants and agrees to and with Transferor that: (i) Transferor is assigning all of its right, title and interest, if any, in and to the Personal Property to Transferee on an “as is, where is, with all defects” basis with respect to the physical condition of the Personal Property and (ii) Transferor has not made and will make no representations or warranties whatsoever regarding the physical condition of the Personal Property, including, without limitation, any warranties regarding the merchantability or the fitness for any particular purpose of the Personal Property.

3. Miscellaneous. This Bill of Sale shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors-in-interest and assigns. If any term or provision of this Bill of Sale shall be held invalid or unenforceable, the remainder of this Bill of Sale shall not be affected. No waiver or breach of any covenant or provision shall be deemed a waiver of any other covenant or provision, and no waiver shall be valid unless in writing and executed by the waiving party. Headings are solely for the parties’ convenience, and are not a part of this Bill of Sale, and shall not be used to interpret this Bill of Sale. The singular form shall include the plural and vice versa. This Bill of Sale shall be construed in accordance with and all disputes hereunder shall be governed by the internal laws of the State of California. In the event of any controversy or dispute arising out of this Bill of Sale, the prevailing party or parties shall be entitled to recover from the non-prevailing party or parties, reasonable expenses, including, without limitation, attorneys’ fees and costs actually incurred. Nothing in this Bill of Sale, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights or remedies. This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

[Signatures appear on the following page.]

 

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IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of the date first written above.

 

TRANSFEROR:     TRANSFEREE:

SELCO SERVICE CORPORATION

an Ohio corporation doing business in California as OHIO SELCO SERVICE CORPORATION

   

ELECTRONIC ARTS INC.

a Delaware corporation

By:  

/s/    Todd T. Oliver

    By:  

/s/    Glen Kohl

Name:   Todd T. Oliver     Name:   Glen Kohl
Title:   Vice President     Title:  

Senior Vice President of Tax and Treasury

and Treasurer

 

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Schedule 1

to

Bill of Sale

Legal Description

Real property in the City of Redwood City, County of San Mateo, State of California, described as follows:

Parcel I:

Lots 3 and 4 and Parcels A and C as shown on the map entitled “ELECTRONICS ARTS” filed March 27, 1997, Book 127 of Maps, pages 86 through 89, San Mateo County Records.

Parcel II:

Non-exclusive easements appurtenant to Parcel I above for the purposes as defined in that certain Easement and Covenants Agreement dated March 27, 1997, by and between Shores Business Center Association and Flatirons Funding, Limited Partnership, recorded March 27, 1997, Document No. 97034607, San Mateo County Records, as amended by First Amendment to Easement and Covenants Agreement dated August 31, 1998, recorded September 2, 1998 Document No. 98141940, San Mateo County Records, and by Second Amendment to Easements and Covenants Agreement dated June 13, 2000, and recorded July 10, 2000, Document No. 2000-084044 (“Second Amendment”) over under and across those areas described as “Utility Easement No. 3-Lot D”, “Covered Walkway Easement No. 4-Lot D”, “Utility Easement No. 5-Lot D”, “Utility and Covered Walkway Easement No. 6-Lot E” and “Utility Easement No. 7-Lot E” in Exhibit D of the Second Amendment.

Parcel III:

Easements appurtenant to Parcel I above for the purposes set forth in Sections 11.4(A), 11.4(C), 11.5(A) and 11.6 in the Declaration of Covenants, Conditions, Easements and Restrictions, Electronic Arts Business Park recorded September 18, 1998, Document No. 98150182, San Mateo County Records.

APN: 095-481-040, 095-481-050, 095-482-020, 095-481-080, 095-481-080

 

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