Exhibit 10.15
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the “Agreement”) is made as of November 28, 2011 (the “Effective Date”), by and between National Tax Credit Investors II, a California limited partnership (“Assignor”), HCI Properties LLC, a New Jersey limited liability company (“Assignee”); Howell Countryside, Inc., a New Jersey corporation (the “Operating General Partner”); National Tax Credit, Inc. II, a California corporation (the “Administrative General Partner”); and A.A.H. Management Company, Inc., a New Jersey corporation (“Guarantor” and together with Assignor, Assignee, the Operating General Partner and the Administrative General Partner, each a “Party“ and, as the context requires, any two or more, collectively, “Parties”), with reference to the following:
NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 Effective as of the “Closing” (as hereinafter defined):
1.2 The total consideration for Assignor’s assignments of the Interest as provided in this Agreement is $3,700,000, payable at the Closing as follows:
The foregoing consideration shall be treated as a direct acquisition of the Interest. Assignor covenants and agrees that such sum shall be received in full satisfaction of all obligations and liabilities due Assignor in connection with or in any manner arising out of the Partnership, the Apartment Complex or any other assets owned by the Partnership. The cash portion of the Payment shall be made by federal funds wired pursuant to instructions from Assignor.
(a) As provided in Section 1.2, Assignee shall pay the Payment;
2.3 It is expressly understood and agreed by Assignee and Guarantor that even if the Closing does not occur by the Closing Date, interest on the principal amount of the Note at the rate therein stated shall begin to accrue as of the Closing Date notwithstanding any extensions thereof and Assignee and Guarantor shall be obligated to pay such interest notwithstanding anything herein or therein to the contrary.
3.1 Each of the Parties acknowledges that the consent of the Executive Director of HMFA (the “Director”) to the transfer of the Interest, as contemplated by this Agreement, is required. The Operating General Partner and Assignee shall each use commercially reasonable efforts to obtain the same, and Assignor, at no cost, expense or liability to them, will cooperate to provide the Director with such information and executed documents which the Director may reasonably require in order to evaluate such transfer and it shall be a condition precedent to Closing that the Director’s consent is received prior to Closing. The Operating General Partner and Assignee, on the one hand, and Assignor, on the other, shall each provide the other with copies of any correspondence from the Director that it receives in connection with the Director’s review of the proposed transfer of the Interests. It shall be a further condition precedent to Closing that the ten (10)-day veto period for the New Jersey Governor expires without the veto of the transaction contemplated by this Agreement.
3.4 Notwithstanding anything to the contrary contained or implied in this Agreement, there are no other conditions to the obligation of the Parties to close the transaction contemplated by this Agreement except as expressly set forth in this Section 3.
3.5 If on or before Closing any condition set forth in Section 3 has not been satisfied, this Agreement shall terminate and be of no further force or effect.
4. Representations, Warranties and Covenants.
(a) The execution and delivery of this Agreement by such Assignee and the performance of the transactions contemplated herein have been duly authorized by all requisite corporate and partnership proceedings.
4.3 As a material inducement to Assignor entering into this Agreement:
(b) The Operating General Partner covenants to Assignor that on or before Closing, the Partnership will have obtained all necessary consents and approvals for the transactions contemplated by this Agreement, including, but not limited to, the consents, to the extent required, of all Lenders and the Authority.
(a) If to Assignor or the Administrative General Partner, to the intended recipient at:
c/o National Partnership Investments Corp.
639 Granite Street
Suite 312
Braintree, MA 02184
Attention: Jesse Curll
Facsimile: 781-849-7652
and:
AIMCO
4582 South Ulster Street Parkway
Suite 1100
Denver, CO 80237
Attention: Trent Johnson, Esq.
Facsimile: 720-200-6882
with a copy to:
Law Offices of Peter H. Alpert, Inc.
601 S. Figueroa Street, Suite 2330
Los Angeles, CA 90017
Attention: Peter H. Alpert
Facsimile: 213-687-1511
(b) If to Assignee, the Operating General Partner or Guarantor, to the intended recipient at::
c/o AAH Management Co., Inc.
Laurelwood Corporate Center
1103 Laurel Oak Road, Suite 105B
Voorhees, NJ 08043
Attention: Barry Sharer
Facsimile: 856-435-4868
with a copy to:
Paul & Katz, P.C.
Laurelwood Corporate Center
1103 Laurel Oak Road, Suite 105C
Voorhees, NJ 08043
Attention: Edward L. Paul
Facsimile: 856-435-7064
Any of the Parties may designate a change of address by Notice in writing to the other Parties. Whenever in this Agreement the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice.
6.6 The Parties shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.
[Signatures on following page(s)]
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date set forth above.
ASSIGNOR: NATIONAL TAX CREDIT INVESTORS II,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation,
General Partner
By: /s/Jesse Curll
Name: Jesse Curll
Title: Vice President
ASSIGNEE: HCI PROPERTIES LLC,
a New Jersey limited liability company
By /s/Barry Sharer
Name: Barry Sharer
Title: Managing Member
GENERAL PARTNER: HOWELL COUNTRYSIDE, INC.,
a New Jersey corporation
By /s/Barry Sharer
Name: Barry Sharer
Title: President
GUARANTOR: A.A.H. MANAGEMENT COMPANY, INC.,
a New Jersey corporation
By /s/Barry Sharer
Name: Name: Barry Sharer
Title: President
ADMINISTRATIVE GENERAL PARTNER: NATIONAL TAX CREDIT, INC. II,
a California corporation
By: /s/Jesse Curll
Name: Jesse Curll
Title: Vice President