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use and maintenance of the Land and the Building, the Ground Lease contains certain <br />provisions that apply to both the Land and the Building. <br />G. The following exhibits are attached hereto and incorporated herein by this reference: <br />EXHIBIT A - DESCRIPTION OF PROPERTY <br />EXHIBIT B - GROUND LEASE <br />EXHIBIT C - OPTION AGREEMENT <br />EXHIBIT D - MEMORANDUM OF GROUND LEASE <br />EXHIBIT E - MEMORANDUM OF OPTION AGREEMENT <br />AGREEMENT <br />Now, therefore, in consideration of the covenants, conditions and obligations on the part of <br />each party to be kept and performed, it is hereby agreed as follows: <br />1. Building Acquisition. On and subject to the covenants, terms, conditions and other <br />provisions of this Agreement, The Science Factory will acquire the Building from City and <br />City will convey the Building to The Science Factory for the sum of One Dollar ($1.00) <br />("Purchase Price ") and other good and valuable consideration. The Science Factory intends <br />to acquire and City intends to convey the Building only, with City retaining ownership of the <br />Land and leasing the Land to The Science Factory. Accordingly, as provided in Section 2, <br />below, at closing City shall lease the Land to The Science Factory pursuant to a separate <br />Ground Lease between the parties. The City's transfer to The Science Factory of interests <br />in the Building and Land pursuant to this Agreement and the Ground Lease, respectively, are <br />subject to certain uniform and consistent terms, covenants, conditions and other provisions <br />relating to the use and maintenance of the Land and Building, which shall survive the closing <br />of this Agreement and which are set forth more fully in the Ground Lease and the Option <br />Agreement referred to below in Section 2.3. <br />2. Closing. Closing of this Acquisition Agreement ("Agreement ") shall take place on or before <br />. 2002 ("Closing Date'), at the Eugene office of Cascade Title <br />Company. At the closing: <br />2.1 The Science Factory shall pay the Purchase Price and all escrow, recording and other <br />closing fees and costs (but each party shall bear its own attorneys' fees and <br />administrative costs); <br />2.2 City and The Science Factory shall enter into that certain Ground Lease attached <br />hereto as Exhibit B with respect to the Land (as more particularly described in the <br />Ground Lease); <br />ACQUISITION AGREEMENT - 2 <br />